Exhibit 10.12
EMPLOYMENT AGREEMENT
This AGREEMENT is made as of May 25, 2000, effective October 1, 1999, by
and between SCHOLASTIC INC., its affiliates and subsidiaries ("Scholastic" or
the "Company") and JEAN FEIWEL ("Feiwel").
W I T N E S S E T H:
WHEREAS, Feiwel is currently employed by Scholastic; and
WHEREAS, Scholastic wishes to continue the employment of Feiwel as set
forth in this Agreement; and
WHEREAS, Feiwel is willing to serve in the employ of Scholastic upon the
terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and agreements set forth below, Scholastic and Feiwel agree as follows:
1. TERM OF AGREEMENT. The term of this Agreement shall be three (3) years
in duration, commencing on October 1, 1999, and ending September 30, 2002,
unless otherwise terminated in accordance with Section 4 of this Agreement.
2. EMPLOYMENT. During the term of this Agreement, Scholastic shall employ
Feiwel, and Feiwel shall be employed by Scholastic as Senior Vice President,
Scholastic Inc., Publisher, Scholastic Children's Book Publishing at
Scholastic's offices in New York City. Feiwel will report directly to Barbara
Marcus ("Marcus"), Executive Vice President of Scholastic Inc. and President,
Scholastic Children's Book Publishing. In the event that Marcus shall cease to
function as the individual to whom Feiwel reports, and Feiwel shall not approve,
in writing, of the choice of any successor of Marcus to whom she shall have
direct reporting responsibilities, Feiwel shall be entitled to terminate her
employment in accordance with the provisions of paragraph 4(f), below.
3. COMPENSATION.
(a) BASE SALARY. Scholastic shall pay to Feiwel an annual salary of
Four Hundred Seventy-Five Thousand Dollars ($475,000) through September 30,
2000, Four Hundred Eighty Five Thousand Dollars ($485,000) as of October 1, 2000
and Five Hundred Thousand Dollars ($500,000) as of October 1, 2001, payable in
equal bi-monthly installments in accordance with Scholastic's customary payroll
and withholding practices.
(b) SIGNING BONUS. Scholastic shall pay to Feiwel a signing bonus of
Two Hundred Fifty Thousand Dollars ($250,000) upon the execution of this
Agreement.
(c) BONUS OPPORTUNITY. During each year of the term of this
Agreement, Feiwel will be eligible for a bonus of 35% of her base salary, in
accordance with Scholastic's bonus program in effect for each such period.
Feiwel shall receive one- half of such bonus unconditionally on an annual basis.
The remaining one-half of such bonus shall be subject to reasonable personal
goals set by Richard Robinson, CEO and/or Marcus or, if not Marcus, such
President of Scholastic Children's Book Publishing as may have been appointed to
replace Marcus, which goals shall be subject to Feiwel's approval, and will be
subject only to Feiwel's performance and not to performance of the Book Group or
the Company. The bonus shall be payable no later than September 15th of each
year during the term of this Agreement.
(d) STOCK OPTIONS. During fiscal 2000-01, Scholastic will award
Feiwel options to purchase 25,000 shares of Scholastic Corporation Common Stock
on the date of the regular meeting of the Board of Directors next following the
execution of this Agreement, or no later than May 31, 2000. Feiwel shall be
entitled to exercise such options pursuant to the "cashless exercise" program
provided by Goldman, Sachs & Co. or the equivalent of such program. The options
shall become vested one year from the award date. The exercise price of the
options shall be the average of the high and low price of the Scholastic
Corporation Common Stock on the award date.
(e) HEALTH INSURANCE. During each year of the term of this
Agreement, Scholastic shall provide health insurance coverage to Feiwel in
accordance with Scholastic's health insurance program in effect of each such
period.
(f) VACATION. Feiwel shall be entitled to five (5) weeks' vacation
during each year of the term of this Agreement. In the event that Feiwel shall
not have fully used the allotted vacation time for any year during the term of
this Agreement, upon the termination of her employment with Scholastic, Feiwel
and Scholastic shall discuss and mutually agree upon the amount of compensation
due her with respect to such unused vacation time. Feiwel shall be entitled to
be compensated for the time not used in accordance with her base salary for the
applicable time period.
(g) TRAVEL AND ENTERTAINMENT EXPENSES. Feiwel shall be entitled to
be reimbursed for all reasonable travel and entertainment expenses according to
the same terms and conditions as have been provided throughout Feiwel's
employment by Scholastic.
(h) CAR LEASE. Scholastic shall continue to lease a car for Feiwel
throughout the term of this Agreement according to the same terms and conditions
as have been provided throughout Feiwel's prior employment by Scholastic.
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4. TERMINATION OF AGREEMENT. This Agreement shall be terminated under the
following circumstances:
(a) Automatically on the date of Feiwel's death; provided, however,
that in the event of Feiwel's death Scholastic shall pay to Feiwel's husband, if
he is then living, or to her estate if he has predeceased her, a lump sum
payment equivalent to six (6) month's base salary under this Agreement. The
foregoing payment shall not in any way affect Feiwel's husband's ongoing
entitlements under any Scholastic program in effect with respect to death or
retirement benefits.
(b) Immediately upon written notice by Scholastic of a termination
for Disability. For purposes of this Agreement, Disability shall mean Feiwel's
failure to regularly perform her material duties and responsibilities hereunder
by reason of mental or physical illness or incapacity, as determined by a
physician mutually acceptable to Feiwel and Scholastic, for 180 days (whether
continuous or not) during any period of 360 consecutive days.
(c) Upon the expiration of thirty (30) days prior written notice,
and opportunity to cure, by Scholastic to Feiwel of termination for Cause. For
purposes of this Agreement, Cause shall mean gross negligence or malfeasance in
the performance of her duties; a willful and continuing material failure or
refusal, after the aforesaid notice and opportunity to cure, to perform
substantially all of her duties and responsibilities under this Agreement; any
action or conduct which could reasonably be expected by Feiwel to injure
materially the reputation, business or business relationships of Scholastic;
conviction of Feiwel for commission of a felony or any crime involving moral
turpitude, fraud or misrepresentation; or breach of any material obligation
under this Agreement. A notice of termination for Cause shall set forth in
detail the specific basis, facts and circumstances which provide the basis for
the termination for Cause. The date of the termination for Cause shall be the
date indicated in the notice of termination for Cause .
(d) Immediately upon written notice by Scholastic of a termination
without Cause, provided, however, that in the event of a termination without
Cause Scholastic shall pay severance to Feiwel as set forth at paragraph 5(b)
below:
(e) Within three (3) weeks after written notice by Feiwel of her
intent to resign for any reason (other than for Good Reason as provided at
paragraph 4(f) below), or for no reason. Under such circumstance, Feiwel shall
forfeit all benefits under this Agreement and shall be subject to paragraph 7 of
this Agreement.
(f) Upon the expiration of thirty (30) days prior written notice,
and opportunity to cure, by Feiwel to Scholastic of a termination for Good
Reason. For purposes of this Agreement, Good Reason shall mean any reduction in
or failure to pay Base Salary; a failure by Scholastic to provide participation
in employee benefits plans on terms at least as good as generally available to
other employees of Scholastic; failure of
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any successor to assume, in writing, the obligations of Scholastic under this
Agreement; the hiring of a new Group Head of Scholastic Children's Book
Publishing & Distribution to whom Feiwel would report, without Feiwel's
agreement; a material change in Feiwel's job title or responsibilities, without
her prior approval; a material change in Scholastic's publishing goals, which
results in new goals inconsistent with prior goals and unacceptable to Feiwel. A
notice of termination for Good Reason shall set forth in detail the specific
basis, facts and circumstances which provide the basis for the termination for
Good Reason, and must be given within thirty (30) days of Feiwel's actual
knowledge of the triggering event. In the event of a termination for Good Reason
Scholastic shall pay severance to Feiwel as set forth at paragraph 5(b) below.
5. CONSEQUENCES OF TERMINATION.
(a) Upon the termination of Feiwel's employment in accordance with
Section 4 above, and subject to the provisions set forth at paragraph 5(b)
below, Scholastic shall pay and provide Feiwel (or her surviving spouse or
estate, if applicable) the following amounts and benefits: any unpaid Base
Salary or bonus earned through the date of termination, unpaid accrued vacation
and business expenses through the date of termination, and any benefits due
under any benefit plan, in accordance with the terms of the plan, for the period
prior to termination (collectively the "Accrued Obligations").
(b) In the event Feiwel is terminated without Cause or Feiwel
terminates her employment for Good Reason, Scholastic shall pay and provide in
full settlement of all amounts owed Feiwel under this Agreement, in addition to
the Accrued Obligations, a lump sum payment equal to 135 percent of Feiwel's
annual base salary under this Agreement, as in effect for the year during which
such termination occurs, such amount to be paid within 10 days of Feiwel's
termination. The payment of the foregoing amounts shall be contingent upon both
parties signing a mutual release of all claims arising out of Feiwel's
employment with Scholastic or termination thereof, in such form as mutually,
reasonably agreed upon by both parties.
(c) The terms of any termination under Section 4(d), (e) or (f)
above shall be kept confidential by the parties and both Scholastic and Feiwel
shall mutually agree upon the form, substance and timing of any press release
regarding same.
(d) In the event Feiwel is terminated on account of her Disability,
Scholastic shall pay and provide, in addition to the Accrued Obligations, a lump
sum payment equal to the annual base salary under this Agreement, as in effect
for the year during which such disability occurs, such amount to be paid within
10 days of Feiwel's termination, reduced by any disability benefits or Workers
Compensation salary replacement she received from any program sponsored by
Scholastic or a governmental entity. Scholastic and its affiliated entities
shall have no further obligations to Feiwel under this Agreement.
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6. CONFIDENTIAL INFORMATION. Feiwel agrees that upon the conclusion of the
term of this Agreement, she will not (except on behalf of Scholastic), without
the express written consent of Scholastic, retain in any form any customer list
or other confidential or proprietary written or otherwise recorded information,
trade secrets or innovations of any kind relating to Scholastic's business,
clients, plans, proposals or financial condition. Feiwel also will not use for
her own benefit or divulge at any time any such customer lists or other
confidential or proprietary information to persons other than directors,
officers or employees of Scholastic, unless pursuant to good faith use in
furtherance of her obligations hereunder or her compliance with lawful legal
process requiring her testimony on, or disclosure of such matters.
Notwithstanding the foregoing restrictions, Feiwel shall be entitled to retain
her own Rolodex and her correspondence, provided, however, that such
correspondence shall not contain sales figures or financial information related
to Scholastic's business.
7. NON-COMPETE/NON-SOLICITATION.
(a) During the term of the Agreement, without regard to any
termination hereof, except where Feiwel is terminated without Cause or Feiwel
terminates for Good Reason (the "Restriction Period"), Feiwel shall not enter
into competition with Scholastic Book Group, provided however, that competition
shall not include Feiwel's employment by a non-competitive division or business
unit of a company which is in competition with Scholastic Book Group, provided
Feiwel is not involved with the division or business unit of such company that
is in competition.
(b) During the Restriction Period, Feiwel shall not directly or
indirectly solicit for competitive products or induce any customer of Scholastic
Book Group to terminate, or otherwise to cease, reduce, or diminish in any way
its relationship with Scholastic Book Group.
(c) During the Restriction Period, Feiwel shall not recruit, solicit
or induce any nonclerical employees of Scholastic Book Group to terminate their
employment with, or otherwise cease their relationship with Scholastic Book
Group, or hire or assist another person or entity to hire any then-current
nonclerical employee of Scholastic Book Group.
(d) If at the time of enforcement of this Section a court holds that
the restrictions stated herein are unreasonable under the circumstances then
existing, the parties hereto agree that the maximum period or scope reasonable
under such circumstances shall be substituted for the stated period or scope and
that the court shall be allowed to revise the restrictions contained herein to
cover the maximum period and scope permitted by law.
8. NOTICES. All notices which a party is required or may desire to give to
the other party under this Agreement shall be given in writing and shall be
either delivered
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personally or sent by certified or registered mail, return receipt requested, to
the addresses below. Notices shall be deemed given when received or two (2) days
after mailing, whichever is earlier.
Richard Robinson Jean Feiwel
President and CEO Senior Vice President
Scholastic Inc. Scholastic Inc.
555 Broadway 555 Broadway
New York, NY 10012 New York, NY 10012
9. ASSIGNMENT. This Agreement shall not be assigned by Feiwel. This
Agreement shall not be assigned by Scholastic, except in connection with a
merger or transfer by Scholastic of all or substantially all of its assets.
10. WAIVER. The waiver of any breach of any term of this Agreement, which
waiver must be in writing, shall not be deemed to constitute waiver of any
subsequent breach of the previously waived term or of any other term or
condition.
11. SEVERABILITY. Should any provision of this Agreement be held invalid,
illegal or unenforceable, it shall be deemed to be modified so that its purpose
can be lawfully effectuated and enforced and the balance of the Agreement shall
remain in full force and effect.
12. ARBITRATION. Except as provided in Section 7 above, any dispute or
controversy arising out of or relating to this Agreement or the breach hereof
shall be resolved exclusively by arbitration in New York City before a 3-judge
panel of the American Arbitration Association under its then-pertaining rules,
and judgment upon the award rendered may be entered in any court having
jurisdiction thereof. The arbitrator's decision shall be final, conclusive and
binding on the parties.
13. ENTIRE AGREEMENT; AMENDMENT; GOVERNING LAW. This Agreement shall
supersede any and all existing agreements, understandings and arrangements
between Feiwel and Scholastic relating to the terms of her employment. This
Agreement may not be amended except by a written agreement signed by both
parties. This
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Agreement shall be governed by and construed in accordance with the laws of the
State of New York without reference to rules relating to conflicts of laws.
/s/ SCHOLASTIC INC.
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JEAN FEIWEL
By: /s/
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Dated: May 25, 2000 Richard Robinson
President and CEO
Dated: May 25, 2000
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