exv10w12



 





Exhibit 10.12




June 1,
2006



Bror Saxberg




Dear Bror:



It gives me great pleasure to confirm your employment with K12 Inc., a Delaware corporation (the
“Company”). Once countersigned by you, this letter shall constitute a binding agreement
(“Agreement”) between you and the Company, effective as of the date of this letter set forth above
(the “Effective Date”).





	 	1.	 	Employment. The Company agrees to initially employ you and you agree to be
initially employed as the Company’s Chief Learning Officer. This position will be
located at the Company’s headquarters’, currently in McLean, Virginia (with relocation
to Herndon, Virginia scheduled for April, 2006).You shall report directly to the
Company’s Executive Vice President of Operations (“EVP”) and Chief Financial Officer,
and perform such duties and have such responsibilities as are normally associated with
your position and such duties as are reasonably assigned to you from time to time.
	 
	 	2.	 	Salary. Your salary has been adjusted to Twenty Five Thousand, Eight Hundred
and Thirty Three and 33/100 Dollars ($25,833.33) monthly, which equates to Three
Hundred and Ten Thousand Dollars ($310,000.00) on an annualized basis (“Base Salary”),
subject to standard payroll deductions. The Base Salary shall be paid on the Company’s
regular payroll dates in accordance with the Company’s normal payroll practices.
	 
	 	3.	 	End-of-Year Bonus. For July 2005 through June 2006, you shall be eligible for
a bonus based on your and the Company’s achievement of goals and objectives as
mutually agreed upon by you and the EVP (the “Performance Bonus”) of thirty percent
(30%) of your Base Salary. Going forward, your end-of-year Performance Bonus for each
year during your tenure at the Company shall be determined by the EVP and the Board of
Directors.
	 
	 	4.	 	Stock Options. In addition to the other grants you have received the Company
has granted you an option to purchase Three Hundred Thousand (300,000) shares of the
Company’s common stock, at a price to be determined by the Board of Directors, pursuant
to the terms of the K12 Inc. Amended and Restated Stock Option Plan and an applicable
stock option agreement between you and the Company (the “Option”). The Option will vest
and become exercisable over four (4) years, with twenty-five percent (25%) of the shares covered by the Option vesting and becoming exercisable on the one year
anniversary of the Start Date and





CONFIDENTIAL

Hauge offer




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the remaining seventy-five (75%) of the shares covered by the Option
vesting and becoming exercisable in twelve equal quarterly installments thereafter.




	 	5.	 	Personal Time Off. You shall be entitled to twenty (20) days of paid personal
time off (“PTO”) during each year of your employment. You will accrue all such PTO on
July 1 of each year during your employment. You will be able to use PTO in accordance
with the Company’s PTO policy, which policy is subject to change or deletion at the
discretion of the Company.
	 
	 	6.	 	Expenses. During your employment, the Company shall reimburse you for your
reasonable travel (excluding travel to and from any residence), business entertainment,
and other business expenses incurred in the performance of your duties, including
reasonable and/or required professional dues and fees (e.g., professional
association dues, continuing education expenses, etc.), subject to the rules and
regulations adopted by the Company for the handling of such business and professional
expenses.
	 
	 	7.	 	Benefits (Health and Welfare Plans). You will be eligible to participate in
such benefit plans as may be from time to time adopted by the Company on the same basis
as similarly situated employees. Your participation shall be subject to: (i) the terms
of the applicable plan documents; (ii) generally applicable Company policies; and (iii)
the discretion of the Board of Directors of the Company or any administrative or other
committee provided for in, or contemplated by, such plan or programs. These plans and
programs are subject to change or deletion at the discretion of the Company.
	 
	 	8.	 	Holidays. You will be eligible for paid holidays in accordance with the
Company’s holiday policy and schedule, as may be amended by the Company from time to
time at the sole discretion of the Company.
	 
	 	9.	 	Employment at Will; Termination.






	 	9.1	 	Employment at Will. Your employment with the Company will be on an
“at-will” basis, meaning that your employment is not for a specified period of time
and can be terminated by you or the Company at any time, with or without cause and
with or without notice.
	 
	 	9.2	 	Termination by Company for Cause. The Company may terminate this
Agreement at any time, effective immediately, for cause, which shall be defined as
(i) a Willful and continued material failure substantially to perform your duties in
a satisfactory manner (other than as a result of total or partial incapacity due to
physical or mental illness or Disability, as defined below), where Willful means,
when applied to any action or omission made by you, that you, in acting or omitting
to act, did so without a good faith belief that such action or omission was in, or
was not contrary to, the best interests of the





CONFIDENTIAL




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Company; or (ii) acts of dishonesty, fraud, embezzlement,
misrepresentation, moral turpitude; or (iii) unprofessional conduct which may
adversely affect the reputation of the Company and/or its relationship with its
customers, employees or suppliers, or (iv) a conviction of, or entry of a guilty
plea or no contest to, any crime involving moral turpitude or dishonesty
(collectively, “Cause”); provided that no such termination for Cause as defined in
(i) above shall be deemed to be for Cause unless the Company shall have given to you
at least thirty (14) days’ prior written notice of the actions or omissions giving
rise to such termination for Cause, which written notice shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for such
termination. In the event of termination of this Agreement for Cause, you shall
immediately be paid all accrued Base Salary, all accrued but unused PTO and any
reasonable and necessary business expenses incurred by you in connection with your
duties hereunder, all to the date of termination. Consistent with the K12 Inc.
Amended and Restated Stock Option Plan, all options covered by the Option shall
expire at the date of termination for any of the above-enumerated reasons to
terminate for cause. In addition, the parties’ obligations hereunder, except as set
forth in the attached Employee Confidentiality, Proprietary Rights, and
Non-Solicitation Agreement, Agreement to Arbitrate, and Sections 9 and 11 of this
Agreement, shall terminate. “Disability” means physical or mental incapacity
resulting in you being unable for a period of six (6) consecutive months or for an
aggregate of six (6) months in any twenty-four (24) consecutive month period to
perform your duties. Any dispute between you and the Company regarding the existence
of your alleged Disability shall be determined in writing by a qualified independent
physician mutually acceptable to you and the Company. If you and the Company cannot
agree as to a qualified independent physician, each shall appoint such a physician
and those two physicians shall select a third who shall make such determination in
writing. The determination of Disability made in writing to you and the Company shall
be final and conclusive for all purposes of this Agreement.




	 	9.3	 	Termination by Company Without Cause. The Company may terminate this
Agreement at any time, effective immediately, without Cause. In the event that the
Company terminates this Agreement without Cause, you shall be paid immediately
(except as noted) all accrued Base Salary, all accrued but unused PTO, and any
reasonable and necessary business expenses incurred by you in connection with your
duties hereunder, all to the date of termination, as well as the severance pay set
forth in Section 9.5 below. In addition, the parties’ obligations hereunder, except
as set forth in the attached Employee Confidentiality, Proprietary Rights and
Non-Solicitation Agreement, Agreement to Arbitrate and Sections 9 and 11 of this
Agreement, shall terminate.





CONFIDENTIAL




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	 	9.4	 	Termination by Employee.






(a) In the event of termination of this Agreement by you other than for
Good Reason (as defined in Section 9.4(b) below), you shall not be entitled to any
salary, bonus, benefits, severance pay or other remuneration after the effective date
of termination, other than the payment for accrued but unused PTO. In addition, the
parties’ obligations hereunder, except as set forth in the attached Employee
Confidentiality, Proprietary Rights and Non-Solicitation Agreement, Agreement to
Arbitrate and Sections 9 and 11 of this Agreement, shall terminate




(b) In the event that you terminate this Agreement for Good Reason, then you shall be
entitled to the severance pay set forth in Section 9.5 below. In addition, the
parties’ obligations hereunder, except as set forth in the attached Employee
Confidentiality, Proprietary Rights and Non-Solicitation Agreement, Agreement to
Arbitrate and Sections 9 and 11 of this Agreement, shall terminate. Good Reason shall
be defined as: your resignation within forty (40) days after your discovery of any
material breach of this agreement by the Company which is not cured within thirty
(30) days after written notice thereof from you.




	 	9.5	 	Effect of Termination. Upon termination of this Agreement by the Company
pursuant to Section 9.3 or by you pursuant to Section 9.4(b) above, and provided you
execute a general release of claims satisfactory to the Company, you shall be
entitled to: (a) one hundred eighty (180) days severance pay at your then-existing
Base Salary, payable at the same time and in the same manner as such Base Salary had
been paid prior to such termination. You agree to promptly notify Company if you
obtain new employment during the severance period, and any other compensation
received by you from any such employment and/or engagement shall reduce on a
dollar-for-dollar basis the amount of compensation otherwise payable by the Company
during that period
	 
	 	9.6	 	Change of Control Acceleration. In the event of a Change of Control, your
Option shall accelerate such that the entire Option shall be immediately vested and
exercisable consistent with the terms of your stock option agreement. A Change of
Control shall be defined as: (A) the direct sale or exchange by the stockholders of
the Company of all or substantially all of the stock of the Company (but excluding
any sale in connection with an initial public offering), where the stockholders of
the Company before such sale or exchange do not retain, directly or indirectly, at
least a majority of the beneficial interests in the voting stock of the acquiring or
surviving entity after such sale or exchange; (B) a merger or consolidation to which
the Company is a party where the stockholders of the Company before such merger or
consolidation do not retain, directly or indirectly, at least a majority of the
voting stock of the successor entity after such merger or consolidation; (C) the
sale, exchange, or transfer of all or substantially all of the assets of the Company
to an unrelated third party.





CONFIDENTIAL




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	 	10.	 	Other Conditions of Employment.






10.1 Employee Confidentiality, Proprietary Rights and Non-Solicitation/Agreement to
Arbitrate. Your employment is contingent upon your execution of the enclosed K12
Employee Confidentiality, Proprietary Rights and Non-Solicitation Agreement and Agreement
to Arbitrate, at or before the Start Date.




10.2 Immigration Reform and Control Act of 1986. Your employment is contingent upon you
satisfying the requirements for employment in the United States. Within three (3) days of
the Start Date, and thereafter if the law requires, you will be required to furnish the
Company with all necessary documentation that will satisfy the requirements of the
Immigration Reform and Control Act of 1986.




10.3 Policies and Procedures. Your employment is subject to the Company’s personnel
policies and procedures as they may be interpreted, adopted, revised or deleted from time
to time in the Company’s sole discretion.




	 	11.	 	Miscellaneous.






11.1 Entire Agreement. The terms described in this Agreement, together with the Employee
Confidentiality, Proprietary Rights and Non-Solicitation Agreement, and Agreement to
Arbitrate, both attached hereto and incorporated herein by reference, set forth the
entire understanding between us, and supercede any prior representations or agreements,
whether written or oral, with respect to the subject matter hereof. No term or provision
of this Agreement or attached exhibits may be amended waived, released, discharged or
modified except in writing, signed by you and an authorized officer of the Company,
except as otherwise specifically provided herein.



CONFIDENTIAL




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11.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, without reference to conflict
of law principles.




11.3 Successors. The Agreement shall be binding upon and shall inure to the benefit of
the Company and its successors and assigns. In that the Agreement constitutes a
non-delegable personal services agreement, it may not be assigned by you and any
attempted assignment by you in violation of this covenant shall be null and void.




11.4 Severability. In the event that any one ore more of the provisions of this Agreement
shall be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions of this Agreement shall not be
affected thereby, and all such remaining provisions shall remain in full force and
effect.




11.5 Waiver. The failure of either party to insist on strict compliance with any of the
terms of this Agreement will not be deemed to be a waiver of any terms of this Agreement
or of the party’s right to require strict compliance with the terms of the Agreement in
any other instance.




11.6 Notices. All notices, demands, or requests provided for or permitted to be given
pursuant to this Agreement must be given in writing, unless otherwise specified, and
shall be deemed to have been properly given, delivered, or served by depositing the same
in the United States mail, postage prepaid, certified or registered mail, with deliveries
to be made to the following addresses:



	 	 	 	 	 
	 

	 	If to Bror Saxberg:
	 	Bror Saxberg
	 
	 	 	 	 
	 

	 	If to Company:
	 	Attn: John Baule, EVP and CFO
	 

	 	 	 	K12 Inc.
	 

	 	 	 	8000 Westpark Dr
	 

	 	 	 	McLean, VA 22102







Either party may change such party’s address for notices as necessary by notice
given pursuant to this Section.




11.7 Captions. Section headings used in the Agreement are for convenience of reference
only and shall not be considered a part of the Agreement.




11.8 Amendments and Further Assurances. This Agreement may be amended or modified from
time to time, but only by written instrument executed by all the parties hereto. No
variations, modifications, or changes herein or hereof shall be binding upon any party



CONFIDENTIAL




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except as set forth in such a written instrument. The parties will
execute such further instruments and take such further action as may be reasonably
necessary to carry out the intent of the Agreement.




11.9 Counterparts. The Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute one
instrument.


Please acknowledge your acceptance of employment by signing the enclosed copy of this letter, and
completing the K12 Confidentiality, Proprietary Rights and Non-Solicitation Agreement, and
Agreement to Arbitrate, if you have not already done so and returning them to me as soon as
possible. Should you have any questions, please feel free to contact me. Bror, I am personally
pleased and proud that you are a member of the K12 team and I look forward to working with you
toward our mutual success.




Sincerely,




	 	 	 	 	 
	/s/
John Baule

John Baule,
	 	 	 	 
	EVP Operations and CFO
	 	 	 	 
	K12, Inc.
	 	 	 	 
	 
	 	 	 	 
	Agreed and Accepted:
	 	 	 	 
	 
	 	 	 	 
	/s/
Bror Saxberg
	 	6/7/06	 	
	 

Bror Saxberg

	 	 

Date
	 	 






CONFIDENTIAL





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