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John
Campbell
Chief Operating Officer
Voyager Expanded Learning, Inc.
1800 Valley View Lane
Dallas, TX 75234
I am pleased to
inform you that on February 25, 2009, the Compensation
Committee of the Board of Directors of Voyager Learning Company
(the “Company”) approved a bonus for you in the event a
Change of Control (“CIC”) occurs on or before
December 31, 2009. For purposes of this letter, a CIC shall be
determined as defined in the Company’s 2003 Strategic
Performance Plan. The amount of this CIC bonus shall be equal to
$265,500 (the “CIC Bonus”). Payment of the CIC bonus is
expressly contingent on you being employed by the Company or one of
its successors, or their affiliates, on March 1, 2010. In the
event you voluntarily terminate your employment or are terminated
for cause, as defined in the Company’s Separation Benefits
Plan, prior to March 1, 2010, you shall not be entitled to
receive the CIC Bonus. In the event you are terminated without
cause prior to March 1, 2010, the CIC Bonus shall be paid to
you on March 1, 2010.
The CIC Bonus
shall be in addition to the following enhanced severance benefits.
You will be entitled to enhanced severance benefits if you are
involuntarily terminated without cause prior to December 31,
2009, as defined in the Company’s Separation Benefits Plan.
This enhanced severance benefit is being provided to you because
you perform important, specialized duties that are critical to
Voyager Expanded Learning, Inc. (“Voyager”). Effective
January 1, 2010, this enhanced arrangement will terminate and
be replaced with a severance term of six months per a prior
agreement between you and the Company.
Your enhanced
severance benefits shall consist of the following:
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Payment of your then current base
salary for one year, according to the regular payroll cycle;
and
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