Exhibit 10.1
August 19, 2008
Susan W. Race, Ed.D.
Dear Dr. Race:
I am pleased to offer you the
position of Senior Vice President, Education for Nobel Learning
Communities, Inc. (“ NLCI ”), to be based at the
home office in West Chester, PA. We would like you to start in your
new position on September 15, 2008 at an annualized salary of
$150,000, payable bi-weekly, one week in arrears. The position of
Senior Vice President, Education reports directly to the Chief
Executive Officer. The further details of the offer are as
follows:
You will receive a car allowance of
$500 per month. In addition, subject to approval of the
Compensation Committee of the Board of Directors and subject to the
terms and conditions of the 2004 Omnibus Incentive Equity
Compensation Plan and the corresponding Form of Stock Option
Agreement, you will be granted 20,000 stock options with an
exercise price equal to the “Fair Market Value” on your
first day of employment in your new job. These options will vest
over a three year period, with one-third of these options vesting
on each anniversary of the grant date.
You will receive four (4) weeks
of paid vacation per anniversary year, which will immediately
accrue upon employment, and must be taken by your anniversary date
in each year. You will also receive three (3) paid sick days
per anniversary year, which will be accrued according to NLCI
policy, commencing on the first of the month following 90 days of
employment.
You will be eligible
to participate in a bonus plan to be approved by the Board for
fiscal year 2009 and beyond, at a target payout level of 50% of
your salary (for example, your full year target bonus for fiscal
year 2009 would be $75,000). The amount of the bonus you will be
eligible to receive under the bonus plan will be dependent on both
corporate achievement versus targets set by the Company’s
Compensation Committee and individual achievements, including
satisfactory job performance as determined by the Chief Executive
Officer. For FY 2009, assuming you start by
September 15 th , 2008, you will be eligible to
fully participate in the fiscal 2009 bonus plan, without any
pro-ration.
You will also be eligible to
participate in the Company’s Long Term Incentive Compensation
plan as approved by the Board. For FY 2009, your target option
grant award will be 15,000 (subject to change by the Compensation
Committee).
You will also be eligible to
participate in the Company’s Deferred Compensation Program.
Under this program, you may defer a portion of your compensation,
tax free, during the period of your employment. In addition, the
compensation Committee of the Board sets an annual Company
contribution to your Deferred Compensation Plan account. For FY
2009, the Compensation Committee has determined that the Company
will contribute an additional 10% of your cash compensation
(subject to change by the Compensation Committee) to your Deferred
Compensation Plan account.
You will also be eligible to
participate in a an annual salary review at the same time as all
Senior Executives of NLCI generally, but acknowledge that any
salary increase will be subject to any
requirements then in effect for salaries of
executive officers under the rules and regulations of Nasdaq or the
Securities and Exchange Commission. However , you will not
be eligible for a salary increase during FY 2009, which would
normally be effective in October, 2008. Notwithstanding the
foregoing, nothing contained herein shall in any manner obligate
NLCI to make any increase or provide any additional compensation to
you.
You will also be eligible for all
other NLCI benefits generally available to Senior Executives, as
such benefits may be in effect from time to time. The current
benefits to which you are entit
