exv10w1






K12
INC.



AMENDMENT TO AMENDED AND RESTATED STOCK OPTION AGREEMENT




     This Amendment (the “Amendment”) to that certain Amended and Restated Stock Option
Agreement between K12 Inc., a Delaware corporation (the “Company”), and Ronald J. Packard
(the “Optionee”) dated as of July 12, 2007 (the “Restated Stock Option Agreement”)
is made effective as of December 23, 2010 (the “Amendment Effective Date”). Except as set
forth in this Amendment, capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Restated Stock Option Agreement.



WITNESSETH




          WHEREAS, the Company and the Optionee previously entered into a Stock Option Agreement, dated
as of July 27, 2006 (the “Original Option Agreement”), pursuant to which the Optionee was
granted certain Options, including Options to purchase up to 1,500,000 shares of Stock at a
per-share option exercise price of Six Dollars ($6.00) (the “Second Group of 2006
Options”), which Second Group of 2006 Options was subject to vesting through December 31, 2012
(the “Vesting Termination Date”);




          WHEREAS, the Original Option Agreement was superseded and replaced in its entirety by the
Restated Stock Option Agreement;




          WHEREAS, the Restated Stock Option Agreement provides for the Second Group of 2006 Options to
vest and become exercisable when the fair market value of the Company’s Stock is equal to or
greater than Six Dollars ($6.00) per share (as adjusted for stock splits, combinations,
recapitalizations and similar matters) (the “Vesting Price Target”);




          WHEREAS, as a result of a reverse stock split with respect to the Stock, the per-share option
exercise price and the Vesting Price Target of the Second Group of 2006 Options were each adjusted
to Thirty Dollars and Sixty Cents ($30.60) and the Option adjusted to purchase up to 294,117 shares
of Stock;




          WHEREAS, the Restated Stock Option Agreement provides for a termination date with respect to
the Second Group of 2006 Options of December 31, 2012 (the “Final Termination Date”),
subject to earlier termination in certain circumstances as set forth in the Restated Stock Option
Agreement, including Section 3 thereof;




          WHEREAS, on July 1, 2007 the Company and the Optionee entered into an amended and restated
employment agreement (the “2007 Employment Agreement”) with a term through January 1, 2011;




          WHEREAS, when the Restated Stock Option Agreement was prepared in early July 2007, it included
a forfeiture provision (the “Early Forfeiture Provision”) for the Second Group of 2006
Options to coincide with the term for the 2007 Employment Agreement, notwithstanding that the Board
of Directors did not intend to change the Vesting Termination Date or foreshorten the period in
which the Vesting Price Target could be achieved;












 







           WHEREAS, as of the date hereof, no portion of the Second Group of 2006 Options has yet vested
and become exercisable;




          WHEREAS, the Compensation Committee of the Board of Directors has approved, as of the date
hereof, an amendment to the Restated Stock Option Agreement to correct and remove the Early
Forfeiture Provision, such that the Second Group of 2006 Options shall remain outstanding until the
Vesting Termination Date regardless of whether or not the Second Group of 2006 Options becomes
vested as of January 1, 2011, subject to earlier termination in accordance with the other terms of
the Restated Stock Option Agreement, including Section 3 thereof.




          NOW, THEREFORE, the Restated Stock Option Agreement is hereby amended as follows, effective as
of the Amendment Effective Date:




     1. Amendment to the Restated Stock Option Agreement. Section 1(b) of the Restated
Stock Option Agreement is amended by deleting the following language therefrom: “provided, however,
that any portion of such Second Group of Options that has not vested as of January 1, 2011 shall be
forfeited for no consideration effective as of such date.”



     2. No Other Amendment. Except as expressly set forth in this Amendment, the Restated
Stock Option Agreement shall remain unchanged and shall continue in full force and effect according
to its terms.



     3. Governing Law; Counterparts. This Amendment shall be subject to Section 17 of the
Restated Stock Option Agreement and may be executed in several counterparts by the Parties.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed in its name on its
behalf, as evidence of the adoption of this Amendment as of the Amendment Effective Date.



	 	 	 	 	 
	 	K12 INC.

 	 
	 	By:  	\s\ Jane M. Swift
 	 
	 	 	Jane M. Swift 	 
	 	 	Chair, Compensation Committee 	 
	 
	 	and

 	 
	 	By:  	\s\ Howard D. Polsky
 	 
	 	 	Howard D. Polsky 	 
	 	 	General Counsel and Secretary