Exhibit 10.24
EMPLOYMENT AGREEMENT
DATE:
August 9, 2004
PARTIES:
eCollege.com, Inc., a Delaware corporation
(the "Company")
Douglas H. Kelsall, a resident of Colorado
(the "Employee")
RECITAL:
The Company is engaged in the business of providing value added information
services to the post-secondary and related education markets.
The Company
desires to employ and retain the unique experience, abilities, and services of
the Employee as the Company's President and Chief Operating Officer and the
Employee desires to hold such positions under the terms and conditions of this
Employment Agreement (the "Agreement").
AGREEMENT:
The parties agree as follows:
1.
EMPLOYMENT
(A)
DUTIES.
THE COMPANY SHALL EMPLOY THE
EMPLOYEE AS PRESIDENT AND CHIEF OPERATING OFFICER AND THE EMPLOYEE ACCEPTS
EMPLOYMENT WITH THE COMPANY ON THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT.
THE EMPLOYEE AGREES TO DEVOTE HIS FULL TIME AND ATTENTION
(REASONABLE PERIODS OF ILLNESS EXCEPTED) TO THE PERFORMANCE OF HIS DUTIES UNDER
THIS AGREEMENT.
IN GENERAL, SUCH DUTIES SHALL CONSIST OF THE DUTIES AND
RESPONSIBILITIES DESCRIBED ON SCHEDULE A TO THIS AGREEMENT AND SUCH OTHER DUTIES
AS THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") MAY DETERMINE SO LONG AS
SUCH DUTIES ARE NOT MATERIALLY INCONSISTENT FOR A SIMILARLY SITUATED EXECUTIVE
OF A PUBLIC COMPANY.
IN PERFORMING SUCH DUTIES, THE EMPLOYEE SHALL BE SUBJECT
TO THE DIRECTION AND CONTROL OF THE CHIEF EXECUTIVE OFFICER OF THE COMPANY (THE
"CEO").
THE EMPLOYEE FURTHER AGREES THAT IN ALL ASPECTS OF SUCH EMPLOYMENT, THE
EMPLOYEE SHALL COMPLY WITH THE REASONABLE POLICIES, STANDARDS, AND REGULATIONS
OF THE COMPANY ESTABLISHED FROM TIME TO TIME OF WHICH THE EMPLOYEE IS OR SHOULD
BE AWARE, AND SHALL PERFORM HIS DUTIES IN GOOD FAITH WITH DUE CARE AND IN THE
BEST INTERESTS OF THE COMPANY.
THE DEVOTION OF REASONABLE PERIODS OF TIME BY
THE EMPLOYEE FOR PERSONAL INVESTMENT, OUTSIDE BUSINESS OR CHARITABLE ACTIVITIES
SHALL NOT BE DEEMED A BREACH OF THIS AGREEMENT, PROVIDED THAT SUCH ACTIVITIES
ARE APPROVED BY THE BOARD IN WRITING (FOR THE PURPOSES OF THIS PARAGRAPH, THE
TERM "PERSONAL INVESTMENT, OUTSIDE BUSINESS OR CHARITABLE ACTIVITIES" SHALL NOT
INCLUDE PASSIVE INVESTMENT BY THE EMPLOYEE OF HIS PERSONAL ASSETS WHICH
INVESTMENT SHALL BE DEEMED NOT A BREACH OF THIS AGREEMENT PROVIDED SUCH
INVESTMENT DOES NOT VIOLATE SECTION 2 HEREOF).
NOTWITHSTANDING THE FOREGOING,
THE EMPLOYEE SHALL BE ENTITLED TO ENGAGE IN AND CONTINUE THE ACTIVITIES SET
FORTH IN SCHEDULE B OF THIS AGREEMENT; PROVIDED THAT THE BOARD MAY REVIEW SUCH
ACTIVITIES ON AN ANNUAL BASIS AND IF THE BOARD DETERMINES THAT SUCH ACTIVITIES
ARE INTERFERING WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER AND SO NOTIFIES THE
EMPLOYEE IN WRITING, THE EMPLOYEE SHALL TERMINATE SUCH ACTIVITIES WITHIN 60 DAYS
OF SUCH NOTICE.
(B)
TERM.
EMPLOYMENT OF THE EMPLOYEE AS
PRESIDENT AND CHIEF OPERATING OFFICER BEGAN ON NOVEMBER 19, 2003 (THE
"COMMENCEMENT DATE") AND SHALL END ON THE DATE OF TERMINATION PURSUANT TO
SECTION 5 OF THE AGREEMENT.
2.
RESTRICTIVE COVENANTS; CONFIDENTIALITY
(A)
NONCOMPETITION; NONDISCLOSURE; INVENTIONS.
IN CONSIDERATION FOR THE COMPENSATION AND BENEFITS TO BE PROVIDED HEREUNDER,
INCLUDING THE