EXHIBIT 10.1
AMENDMENT TO THE
SECOND
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amendment dated May 1,
2009 (the “Amendment”) to the Second Amended and
Restated Employment Agreement dated as of October 22, 2008
(the “Agreement”), by and between Nobel Learning
Communities, Inc., a Delaware corporation (“Employer”)
and George Bernstein, an individual
(“Executive”).
Background
Executive is employed as Chief
Executive Officer of Employer and is responsible for the functions
and duties assigned to that position.
Executive and the Employer are
amending the Agreement to properly reflect certain terms of the
Agreement which were authorized by the Board of Directors of the
Employer in 2007 and agreed to by Executive and which were properly
reflected in the Company’s Proxy Statements dated
September 27, 2007 and September 22, 2008, but which
terms were not properly reflected in the Agreement by the
scriveners.
All capitalized terms not defined
herein shall have the meaning set forth in the
Agreement.
Terms
NOW, THEREFORE
, in consideration of the premises
and mutual covenants and obli
