exv10w10



 





Exhibit 10.10






 



 



8000 Westpark Drive



Suite 500



McLean, VA22102



 



ph 703.748.4005



fax 703.288.6740



 



www.K12.com







March 4, 2005



Mr. John F. Baule

10859 Meadow Pond Lane

Oakton,Va 22124



Dear John:



K12 Inc. (the Company) is pleased to offer you the position of Chief Financial Officer. You (the
Employee) will report directly to Richard Rasmus. This position will be located in our McLean, VA
headquarters.



K12 offers employees an innovative compensation package reflecting our belief in rewarding
performance appropriately. Your salary will be $265,000 on an annualized basis.



In addition, you will become eligible for the following Employment Benefits in accordance with
Company policy:





	•	 	Health, welfare and 401k benefits.
	 
	•	 	Accrual of 20 days of vacation per year pro-rated per Company policy.
	 
	•	 	You will also be eligible to participate in the Company’s bonus plan, pro-rated based
on the date of hire. Your target bonus will be 50% of $265,000, based on Company
performance and the successful completion of performance objectives that will be
determined after your acceptance of this position.
	 
	•	 	Upon acceptance and execution of the appropriate agreements, and subject to Board
of Directors approval, you will be granted 800,000 options to purchase shares of
common stock of K12. Your Stock Option Agreement will incorporate all relevant
provisions of the Stock Option Plan, including vesting schedule and exercise price,
and is made a part hereof.
	 
	•	 	In the event that Employee resigns for “Good Reason” or Company terminates
Employee’s employment with Company for other than “Cause,” death or disability,
the Company shall (a) pay to Employee as severance pay an amount equal to
Employee’s compensation for a period of 365 days from such event, as if Employee
had continued to receive his then current rate of Compensation that existed prior to
the “Good Reason” or termination event; provided that said amount of severance
shall be paid in full during the six month period following the date of termination in
equal installments not less frequently than semi-monthly in accordance with the
Company’s standard payroll practices, and (b) if permitted by the terms of the
Company’s group medical and dental insurance plans, continue to provide Employee
coverage thereunder at no additional cost to Employee for the Severance period or















 









 








March 4, 2005

John F. Baule

Page 2 of 4






 








	 	 	until Employee is eligible for coverage with new employer if earlier, or if not
permitted by the terms of Company’s group medical and dental plans, reimburse Employee
the cost of premiums if he elects to continue the coverage under such plans as
permitted by COBRA for the Severance Period or until Employee is eligible for coverage
with new employer if earlier. Employee shall have the right to continue coverage under
the Company’s group medical and dental plans thereafter at his option and expense to
the extent COBRA may continue to apply. As used herein, the “Severance Period” means
the period commencing on the date of termination of employment and ending three hundred
and sixty five (365) days thereafter. For purposes of this Agreement, a resignation
shall be for “Good Reason” if Employee resigns because Company (or its successor in
interest or acquiror) materially reduces Employees Compensation as of the date of the
event, or assigns Employee a materially different title and responsibilities such that
Employee has been demoted, or relocates the Employee’s place of work more than 50 miles
from the Company’s current headquarters, or Company otherwise materially breaches the
Agreement. The employee shall have thirty (30) days from the date of the event
constituting “Good Reason” to determine whether he will resign for “Good Reason.” For
purposes of the Agreement, a termination shall be for “Cause” if Employee shall (i)
commit an act of fraud, dishonesty, embezzlement or misappropriation involving Company,
(ii) be convicted of, or enter a plea of guilty or no contest to, any crime involving
moral turpitude or dishonesty, (iii) commit an act, or fail to commit an act, involving
Company which amounts to, or with the passage of time would amount to, willful
misconduct, (iv) willfully fail or habitually or grossly neglect to perform job
responsibilities under this Agreement and such failure or neglect is not cured within
fifteen (15) days after written notice to Employee of such failure or neglect, or (v)
engage in any unprofessional conduct which may adversely affect the reputation of the
Company and/or his relationship with its employees, customers, or suppliers.





Your employment with K12 is not for any fixed term. This constitutes “at-will” employment
which either you or the Company may terminate at any time, for any reason, with or without
cause or advance notice. It is further understood that the “at-will” nature of your
employment with K12 is one aspect of employment that cannot be changed except in writing
and signed by the Chief Executive Officer of the Company.



As a K12 employee, you will be expected to abide by all Company rules and regulations. As
a condition of employment, you will be required to read and sign an Employee
Acknowledgement in your orientation on or about your first day of employment. This offer
of employment is contingent upon your submission and completion of 1-9 documentation and a
signed Confidentiality, Proprietary Rights, and Non-Solicitation Agreement. On your first
day, please bring with you two forms of 1-9 acceptable documentation. The enclosed 1-9
information lists examples of acceptable documentation.



This offer is valid until March 4, 2005 and a signed copy of this offer letter, including
a mutually acceptable start date, must be returned to Heather Kane at 8000 Westpark









K12 Inc. 8000 Westpark Drive, Suite 500, McLean, VA 22102




 









 








March 4, 2005

John F. Baule

Page 3 of 4






 






Drive, Suite 500, McLean, VA 22102, by such date. The additional copy should be
retained for your records.



This letter, together with your Confidentiality, Proprietary Rights, and Non-Solicitation
Agreement, provides you with the complete and exclusive statement of your employment
agreement with the Company. The employment terms in this letter supersede any other
written or oral agreements to you concerning employment at K12. If you have any questions
regarding this offer, please contact Heather Kane directly at 703-970-8006.



This Offer Letter together with the Confidentiality, Proprietary Rights, and
Non-Solicitation Agreement and the Stock Option Agreement embodies the entire
representations, warranties, covenants and agreements in relation to the subject matter
hereof. No other representations, warranties, covenants, understandings or agreements in
relation hereto exist between the parties except as otherwise expressly provided herein.
This Agreement is binding upon and inures to the benefit of the parties and their
respective heirs, executors, administrators, personal representatives, successors, and
permitted assigns.



We look forward to establishing a mutually rewarding relationship with you and welcome
your contribution to our company.




Sincerely,







Heather
Kane
Human Resource Manager

K12 Inc.








K12 Inc. 8000 Westpark Drive, Suite 500, McLean, VA 22102




 









 







March 4, 2005

John F. Baule

Page 4 of 4






 






By signing below, you consent that you have read and agree to the terms of the above
offer and agree to start your employment with K12 on Tuesday, March 1, 2005. In addition,
you represent that you are not subject to any agreement, judgement, order, or restriction
which would be violated by your being employed with the Company, or that in any way
restricts your ability to perform services for the Company.




	 	 	 	 	 
	Signature:
	 		 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Print name:
	 	John Baule	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Date:
	 	3/4/2005	 	 
	 
	 	 	 	 










K12 Inc. 8000 Westpark Drive, Suite 500, McLean, VA 22102




 









 








K12 INC.

FIRST AMENDMENT TO

EMPLOYMENT OFFER LETTER




          WHEREAS, K12 Inc., a Delaware corporation (the “Company”) entered into an employment
offer letter, dated as of March 4, 2005 (the “Letter”) with John F. Baule (the
“Executive”); and




          WHEREAS, the Executive and the Company desire to amend the Letter to provide for certain
changes to the Executive’s compensation.




          NOW, THEREFORE, in consideration of the foregoing, the Executive and the Company hereby agree
that effective as of July 1, 2007 (the “Effective Date”), the Letter be, and it hereby is,
amended as follows (the “Amendment”):




          1.      The second paragraph of the Letter is hereby deleted in its entirety and the following is
substituted in lieu thereof:





“K12 offers employees an innovative compensation package reflecting our belief in
rewarding performance appropriately. Your salary will be $340,000 on an annualized
basis.”



          2.      The third bullet point of the third paragraph of the Letter is hereby deleted in its
entirety and the following is substituted in lieu thereof:





“You will also be eligible to participate in the Company’s bonus plan, pro-rated based on
the date of hire. Your target bonus will be 70% of $340,000, based on Company performance
and the successful completion of performance objectives that will be determined by the Board
of Directors of the Company in its discretion.”



          3.      The fourth bullet point of the third paragraph of the Letter is hereby deleted in its
entirety and the following is substituted in lieu thereof:





“The Company will grant to you (subject to certain conditions) (i) stock options to purchase
up to four hundred thousand (400,000) shares of Common Stock of the Company at an exercise
price of Two Dollars and Sixty-Eight Cents ($2.68) per share, one-third (1/3) of which shall
vest on each of June 30, 2008, June 30, 2009 and June 30, 2010, provided that Executive
remains employed by the Company or its affiliates on each such date, and (ii) stock options
to purchase an aggregate of four hundred thousand (400,000) shares of Common Stock of the
Company at an exercise price of Two Dollars and Sixty-Eight Cents ($2.68) per share, which
shall vest upon the satisfaction of certain performance-based goals for fiscal years 2008,
2009 and 2010 to be determined by the Board of Directors of the Company in its sole
discretion, provided that Executive remains employed by the Company or its affiliates on the
applicable vesting dates. Except as set forth herein, all such



 









 







stock options shall be
subject to the terms of the Company’s Stock Option Plan (the “Plan”) and the Company’s form
of Stock Option Agreement under the Plan (the “Stock Option Agreement”). In addition, upon
the occurrence of a Vesting Acceleration Event (as defined in the Stock Option Agreement),
all outstanding stock options held by you immediately prior to the date of such event shall
become fully vested and exercisable.”



          4.      To the extent not expressly amended hereby, the Letter remains in full force and effect.




[Signature page follows]




 









 








          The undersigned do hereby consent to the foregoing amendment as of the date set forth above.




	 	 	 	 	 
	 	K12 INC.

 	 
	 	 	 
	 	Name:  	Ronald J. Packard 	 
	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	 	 
	 	John F. Baule