NOBEL LEARNING COMMUNITIES, INC. 409A POLICY REGARDING EXECUTIVE SEVERANCE AGREEMENTS

NOBEL LEARNING COMMUNITIES, INC.
409A POLICY
REGARDING EXECUTIVE SEVERANCE AGREEMENTS

In 2004, Congress amended the Internal Revenue Code to add new Code Section 409A relating to the tax treatment of amounts payable under plans or arrangements providing for the "nonqualified" deferral of compensation. Subsequently, the Internal Revenue Service adopted regulations, effective January 1, 2008, which require that companies amend certain agreements prior to December 31, 2008 in order to comply with the requirements of Section 409A. The following 409A Policy (the "409A Policy") is adopted by the Compensation Committee of the Board of Directors of Nobel Learning Communities, Inc. for the purpose of describing how the executive Severance Agreements designated below will be implemented and administered consistent with the requirements of Section 409A of the Internal Revenue Code. The Severance Agreements will be implemented and administered in accordance with their terms, except as modified by this 409A Policy. In the event of any conflict between the terms of this 409A Policy and the terms of a Severance Agreement, this 409A Policy shall control.

Capitalized terms as used herein shall, except as otherwise noted, have the same meanings as used in each Severance Agreement. "Employer" as used herein means Nobel Learning Communities, Inc. and its successors and assigns.

Designated Severance Agreements .

The following Severance Agreements are subject to this 409A Policy:

1. 1. Severance Agreement dated as of April 6, 2007 between Nobel Learning Communities, Inc. and Thomas Frank.
   2. Severance Agreement dated as of April 6, 2007 between Nobel Learning Communities, Inc. and G. Lee Bohs.
   3. Severance Agreement dated as of April 6, 2007 between Nobel Learning Communities, Inc. and Patricia B. Miller.
   4. Severance Agreement dated as of April 6, 2007 between Nobel Learning Communities, Inc. and Jeanne Marie Welsko.
   5. Severance Agreement dated as of September 15, 2008 between Nobel Learning Communities, Inc. and Susan W. Race.
   6. Severance Agreement dated as of August 27, 2008 between Nobel Learning Communities, Inc. and Bruce Friedman.
   7. Severance Agreement dated as of August 27, 2008 between Nobel Learning Communities, Inc. and Barbara Mooney.
   8. Severance Agreement dated as of August 27, 2008 between Nobel Learning Communities, Inc. and Scott Witmoyer.
   9. Severance Agreement dated as of August 27, 2008 between Nobel Learning Communities, Inc. and Shari Anisman.

Revised Definition of Good Reason .

In each Severance Agreement, "Good Reason" means, within twelve (12) months following a Change in Control (as defined in each Severance Agreement), a material reduction in the Executive's authority or responsibility, a material reduction in the Executive's rate of base pay, or a material change in the geographic location at which the Executive must perform services; provided however, that such material change shall not be deemed to occur unless the Executive's principal work location is changed to a location that is more than fifty (50) highway miles from his or her principal work location immediately before the change and the change increases the Executive's commuting distance in highway mileage.

A material reduction in authority or responsibility means the assignment to the Executive of any duties materially inconsistent in any respect with his or her position (including status, offices, titles, and reporting requirements), and that detract from or reduce the authority, duties or responsibilities to which the Executive was assigned immediately before the change; or any other action by Employer that results in a material diminution in such position, authority, duties, or responsibilities. However, a material reduction in authority or responsibility shall not include:

1. 9. 1. an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by Employer promptly after receipt of notice thereof give