EXHIBIT 10.9
EMPLOYMENT AGREEMENT
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WHEREAS, in consideration for the employment and continued employment of
James E. Furlan (hereinafter referred to as "Executive") by Learning Tree
International, Inc. (hereinafter referred to as the "Company"), the Company and
Executive desire to enter into this Agreement as of February 25, 1999 to set
forth the terms and conditions of such employment.
NOW, THEREFORE, in consideration of the mutual promises set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Statement of Work. Executive is engaged as Chief Operating Officer of the
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Company and agrees to perform the duties described in the attached "Statement of
Work" and such duties as are needed for the proper functioning of the Company,
as directed by the Company from time to time, at the Company's main office and
at other geographical locations serviced by the Company. The Company hereby
employs Executive or continues his or her employment and Executive hereby
accepts employment upon the terms and conditions herein. Executive shall do his
or her utmost to further enhance and develop the best interests and welfare of
the Company. Executive shall perform no acts contrary to the best interests of
the Company and the Company shall be entitled to all of the benefits, profits or
other results arising from or incident to all work, services and advice of
Executive. Executive agrees to fully comply with the rules and procedures as
may be promulgated by the Company in the Company's sole and absolute discretion.
During the Term, Executive shall be entitled to attend all meetings of the Board
of Directors of the Company, and is expected to be elected to the Board at some
point during fiscal 1999.
2. Employment Term. The Company shall employ Executive, and Executive shall
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continue in the employ of the Company, for a three (3) year period commencing on
February 25, 1999 (the "Commencement Date"), unless earlier terminated in
accordance with the provisions of Section 11 (the "Term"). Not less than 12
months before the scheduled end of the Term, the parties will commence
discussions concerning their desire to renew this Agreement with a view to
completing those negotiations not less than 6 months before the end of the Term.
3. Consideration. As full consideration for the services rendered by Executive
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hereunder, during the Term the Company agrees to:
3.1. Salary. Pay Executive salary at the rate of $20,833.34 per (the
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"Base Salary") payable semi-monthly, subject to withholding and deductions in
accordance with all applicable laws. Said compensation is paid (i) for
Executive's advice and availability as an employee of the corporation; (ii) for
substantially full-time services; and (iii) for the covenants described below.
No additional compensation shall be payable to Executive by reason of the number
of hours worked or any hours worked on Saturdays, Sundays or holidays, by reason
of special responsibilities assumed, special projects completed or performance
goals attained, or otherwise.
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3.2. Bonus. Pay Executive an annual bonus (the "Bonus") based on the
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achievement of criteria under a Target Incentive Plan for Executive set for each
fiscal year during the Term based on a combination of revenue growth, operating
income and quality targets or other objective measures. Executive's Target
Incentive Plan will be set by the Board of Directors consistent with the plans
for other Executives of the Company with a Target Bonus of $100,000 per year
(prorated for any partial fiscal years). The Bonus will be paid consistent with
the payment of the other executives participating in the Target Incentive Plan.
3.3. Stock Options. Grant Executive options to purchase a total of
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275,000 shares of the Company's Common Stock pursuant to, and subject to the
terms of, two option grants under the Company's 1999 Stock Option Plan (100,000
of which vest over the first three years after the grant {"Standard Options"}
and 175,000 of which (subject to acceleration based on achievement of goals)
vest at the end of seven years after the grant) {"Performance Options"}. The
terms of the individual Option Agreements and the Stock Option Plan will control
Executive's legal rights, except that following a Change of Control as defined
in Section 12.3 (i) all of the Standard Options and (ii) a percentage of the
Performance Options equal to the weighted average percentage of the on-target
incentive compensation which Executive earned between the date hereof and the
date of Change of Control shall become immediately exercisable. As an example of
the effect of clause (ii) of the preceding sentence, if there is a Change of
Control on September 30, 2000, and Executive earned 0% of his on-target
incentive compensation in the twelve months of fiscal 2000, then an aggregate of
72% of the Performance Options (including any previously vested) would be
vested. In no case shall the number of Performance Options vested exceed the
total granted.
3.4. Participation in Benefit Plans. Allow Executive to participate in
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all of the various retirement, medical and dental, fringe benefit, executive
perquisite and expense reimbursement plans, programs and arrangements of the
Company then generally available to its executives. Executive understands that
these benefits are subject to adjustment from time to time.
3.5. Paid Time Off ("PTO"). Allow Executive PTO of twenty-eight days per
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year (accrued at the rate of 18.66 hours per month), as well as holidays in
accordance with the Company's policies as modified from time to time by the
Company. Executive's PTO will be scheduled at those times most convenient to the
Company's business.
3.6. Final Payment. Provided Executive continues to be employed by the
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Company for three years, or as otherwise provided in this Agreement upon early
termination of the Term, pay Executive a payment equal to $100,000 plus an
amount equal to 8% per annum from the date hereof to the date of termination of
Executive's employment (the "Final Payment").
3.7. Employee Manual. The Employee Manual, as amended from time to time
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and delivered to Executive, is an integral part of the employment relationship
but does not form a contract or contract-based rights. Executive's initials
affixed below signify Executive's receipt of the Employee Manual, and
Executive's understanding that it is his or her responsibility to read the
Employee Manual and to comply fully with the terms set forth therein.
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Executive's Initials: ______
4. Copyrights. Executive agrees that all writings produced by him or her while
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employed under this Agreement, whether or not conceived or developed during
Executive's working hours and with respect to which the equipment, supplies,
facilities or trade secret information of the Company were used, or that relate
to the business of the Company, or that result from any work performed by
Executive for the Company, are works done for hire and shall be the sole
property of the Company and the Company shall have the exclusive right to
copyright such writings in any country or countries. Executive further agrees to
assign to the Company all interest in any such writings, whether copyrightable
or not, which Executive develops or helps develop during his or her employment
with the Company. This assignment does not apply to any copyright that qualifies
fully under Section 2870 of the California Labor Code.
5. Patents. Executive shall disclose promptly to the Company all ideas,
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inventions, discoveries, improvements, whether or not patentable, relative to
the field of work set forth in the "Statement of Work", or otherwise assigned to
Executive, and conceived or first reduced to practice by Executive in connection
with work under this Agreement with the Company. Executive agrees that all such
ideas, inventions, discoveries and improvements including, but not limited to,
papers, books and publications, shall become the sole and absolute property of
the Company and that Executive will at any time, at the request and expense of
the Company, execute any and all documents, including, but not limited to,
patent applications and assignments to protect the same against infringement by
others, and do whatever is reasonably required to be done to insure that the
Company shall obtain title to such ideas, inventions, discoveries and
improvements. This assignment does not apply to any patent or invention that
qualifies fully under Section 2870 of the California Labor Code that Executive
develops entirely on his or her own time, without using the Company's equipment,
supplies, facilities, or trade secret information, except for inventions that
either (1) relate, at the time that the invention is conceived or reduced to
practice, to the Company's business or to actual or demonstrably anticipated
research or development of the Company, or (2) result from any work performed by
Executive for the Company. For purposes of this Section 5, an invention is
based on the trade secrets of the Company if the invention incorporates any such
secrets in principle or design, and if the invention was conceived or first
actually reduced to practice during the period of Executive's employment with
the Company. Executive also agrees that the Company shall have the right to
keep any inventions covered by this Agreement as trade secrets and Executive
agrees not to disclose any such invention to third parties, except as
specifically authorized by the Company. Executive further agrees to assign to
the Company all rights in any other inventions made by Executive if the Company
is required to grant those rights to the United States Government or any of its
agencies.
6. Secrecy.
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6.1. Security Clearance. As to any Company information made available to
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Executive during the course of his or her employment, Executive agrees to
cooperate in establishing and maintaining any security clearance and to execute
whatever forms and joint agreements are required by law. Executive agrees to
provide and maintain a system of security
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controls in accordance with the requirements of the U.S. Government or as may be
required by law.
6.2. Non-Disclosure of Confidential Information.
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6.2.1. Confidential and Proprietary Information (hereinafter
"Confidential Information") is defined to include, but is not limited to,
Company books; records; compilations of information; processes; teaching methods
and techniques; secret inventions and specifications; information about computer
programs or systems; names; usages and requirements of past, present and
prospective customers of the Company; processes or methods by which the Company
promotes its services and products and obtains customers; customers' buying
habits and special needs; profits; sales; suppliers; personnel; pricing
policies; operational methods; technical processes and other business affairs
and methods, and plans for future developments and other information which is
not readily available to the public. Confidential Information also includes, but
is not limited to, any information and material relating to any customer,
vendor, licensor, licensee or other party transacting business with the Company.
Confidential Information is developed and will be developed by or for the
Company at great expense.
6.2.2. Executive agrees, during the Term and forever thereafter, to
keep confidential all information provided by the Company, excepting only such
information as is already known to the public. Executive agrees not to release,
use or disclose any Confidential Information or permit any person to examine
and/or make copies of any documents which contain or are derived from
Confidential Information, except with the prior written permission of the
Company. Executive shall not make use of any Confidential Information for his or
her own purposes or the benefit of anyone other than the Company.
6.2.3. Executive recognizes and acknowledges that the list of the
Company's customers, as it may exist from time to time, is a valuable,
confidential, special, and a unique asset of the Company's business. Executive
will not, during or after the Term, use or disclose the list of the Company's
customers or any part thereof to any person, firm, corporation, association, or
other entity for any reason or purpose whatsoever.
6.2.4. Executive recognizes that the disclosure of Confidential
Information by him or her may give rise to irreparable injury to the Company,
which may not be adequately compensated by damages. Accordingly, in the event of
a breach or threatened breach by Executive of the provisions of this Section 6,
the Company shall be entitled to an injunction restraining Executive from
disclosing, in whole or in part, the Confidential Information defined above or
from rendering any services to any person, firm, corporation, association or
other entity to whom such Confidential Information, in whole or in part, has
been disclosed or is threatened to be disclosed. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
to the Company for such breach or threatened breach, including the recovery of
damages from Executive. These obligations shall survive the termination of
Executive's employment.
6.3. Return Of Property.
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6.3.1. Executive agrees that upon request by the Company, and in any
event upon termination of employment, Executive shall turn over to the Company
all documents, papers or other material in Executive's possession or under his
or her control which may contain or be derived from Confidential Information,
together with all documents, notes or other work product which is connected with
or derived from Executive's services to the Company whether or not such material
is at the date hereof in Executive's possession.
6.3.2. Executive agrees that he or she shall have no proprietary
interest in any work product developed or used by Executive arising out of his
or her employment by the Company. Executive shall, from time to time as may be
requested by the Company, do all things which may be necessary to establish or
document the Company's ownership interest in any such work product, including,
but not limited to execution of appropriate copyright applications or
assignments.
7. Non-Competition. During the Term and until the expiration of one year after
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the termination of the employment relationship (regardless of the reason the
employment is terminated), Executive shall not, directly or indirectly, (1)
enter into the employ of, assume an interest in (in any capacity) or render any
services to, any person or entity engaged in any business competitive with the
business of the Company within a 50 mile radius of any location where the
Company is actively engaged, or proposes to engage in business on or prior to
the termination of employment; (2) engage in any such business on his or her own
account; (3) contact or solicit any person or entity which is a customer of the
Company or has been contacted orally or in writing, by the Company as a
potential customer on or prior to the termination of employment; or (4) hire,
subcontract, employ, engage, contact or solicit for the purpose of hiring any
person or entity who is an Executive of the Company. Executive and Company
agree and stipulate that the period of time and geographical area specified in
this Section 7 are fair and reasonable in view of the nature of the business of
the Company, and Executive's access to the Company's Confidential Information
and knowledge of the Company's business. However, in the event that a court
should decline to enforce these provisions, Executive and the Company agree that
the provisions shall be deemed to be modified to restrict Executive's
competition with the Company to the maximum extent, in both time and geography,
which the court shall find enforceable. In no event will the covenant be
interpreted as more restrictive to Executive.
8. Soliciting. Executive shall not, either during his or her employment with
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the Company, or for a period of two (2) years immediately thereafter, either
directly or indirectly: (i) make known to any person, firm or corporation, the
names or addresses of any customers of the Company or any other information
pertaining to them; (ii) call on, solicit, or attempt to take away any customers
of the Company on whom Executive called or with whom Executive became acquainted
during the Term with the Company, either for the Employer or for any other
person, firm or corporation in competition with the Company; or (iii) hire,
subcontract, employ, engage, contact or solicit, for the purpose of hiring, any
person or entity who is an Executive or subcontractor of the Company.
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9. Trade Secrets. During the Term, Executive will have access to and become
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acquainted with various trade secrets consisting of items such as books,
records, compilations of information, processes, teaching methods and
techniques, devices, secret inventions, and specifications, which are owned by
the Company and are regularly used in the operation of the business of the
Company, which the Company desires to protect and preserve as secrets for its
own use. Executive shall not disclose any of the aforesaid secrets, directly or
indirectly, or use them in any way, either during the Term or at any time
thereafter, except as required in the course of his or her employment with the
Company. All files, records, documents, drawings, specifications, equipment,
products and other items relating to the Company, whether prepared by Executive
or otherwise coming into his or her possession, shall remain the exclusive
property of the Company and shall not be removed from the premises of the
Company under any circumstances whatsoever, without the prior written consent of
Executive's supervisor, specifically setting forth the documents involved, the
person receiving the permission, and the location of the items and the period of
time for which the permission is granted.
10. Violation of Covenants. Notwithstanding Section 14 of this Agreement, if
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Executive violates any of the provisions of Sections 6 through 9 of this
Agreement, the Company shall be entitled to a restraining order and/or an
injunction to be issued by any court of competent jurisdiction, enjoining and
restraining Executive, and each and every other person, partnership,
corporation, association or other entity concerned therein, from continuing such
violations, in addition to any other rights and remedies the Company may have.
11. Termination. This Section 11 sets forth certain obligations of the
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Company in the event that Executive's employment hereunder terminates. Certain
capitalized terms used in this Section 11 are defined in Section 12 below.
11.1. Termination by the Company. The Company may terminate Executive's
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services hereunder at any time upon written notice to Executive. In such event,
Executive's services shall terminate on the effective date specified in such
notice. In the case of Executive's termination for Cause, the Company shall
promptly pay to Executive only the Accrued Obligations. In all other cases, the
Company shall promptly pay to Executive all Accrued Obligations and the
Severance Compensation. Executive and his beneficiaries shall be entitled to no
other compensation under this Agreement following, or as a result of, a
termination under these circumstances.
11.2. Termination by Executive. Executive may terminate his employment
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hereunder at any time upon written notice to the Company. In such event,
Executive's services will terminate immediately if the termination is for Good
Reason, and at a date not less than 30 days later if without Good Reason (the
Company may, at its option, waive all or any part of the notice period). In the
event Executive terminates his employment for Good Reason, the Company shall pay
to Executive all Accrued Obligations and the Severance Compensation. In the
event Executive terminates his employment for other than Good Reason, the
Company shall pay to Executive only the Accrued Obligations. Executive and his
beneficiaries shall be entitled to no other compensation under this Agreement
following, or as a result of, a termination under these circumstances.
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11.3. Death or Disability. This Agreement shall immediately terminate
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upon Executive's death or in the event that Executive becomes Disabled. In
either such event, the Company shall pay to Executive or his beneficiaries all
Accrued Obligations and the Final Payment but shall not have any obligation to
pay the Severance Compensation.
11.4. Effect of Termination. Upon termination of the Term, the Executive
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shall be deemed to have resigned from all offices and directorships then held
with the Company or any affiliated entity.
12. Definitions. For purposes of this Agreement, the following capitalized
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terms shall have the meanings set forth below:
12.1. "Accrued Obligations" means the sum of (a) Executive's Base Salary
accrued through the effective date of termination to the extent not theretofore
paid, and (b) any PTO hours, expense reimbursements and other cash entitlements
accrued by Executive as of the effective date of termination to the extent not
theretofore paid and (c) any Bonus earned by Executive through the date of
termination under the terms of his Target Incentive Plan for that year.
12.2. "Cause" shall exist if any one or more of the following should
occur: Executive's (a) material failure to perform his duties under, or material
breach of, this Agreement which remains uncured for more than thirty (30) days
(which shall be reduced to ten (10) days if (a) there is no reasonable
expectation that a cure can be completed during such thirty day period or (b)
the Company reasonably believes that such delay could be seriously detrimental
to it) after a written warning (except in the case of a willful failure to
perform his duties or a willful breach, which shall require no warning), (b)
failure to comply with a reasonable direction of the Board, which remains
uncured for more than thirty (30) days (which shall be reduced to ten (10) days
if (a) there is no reasonable expectation that a cure can be completed during
such thirty day period or (b) the Company reasonably believes that such delay
could be seriously detrimental to it) after a written warning, (c) breach of his
fiduciary duty to the Company, or (d) indictment (or equivalent) for a felony or
other serious crime.
12.3. A "Change in Control" shall be deemed to have occurred if (i) there
shall be consummated any consolidation or merger of the Company, other than a
merger or consolidation of the Company in which the holders of the Company's
common stock immediately prior to the merger or consolidation have at least
fifty percent (50%) ownership of the voting capital stock of the surviving
corporation immediately after the merger or consolidation, or (ii) there shall
be consummated any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, of the assets
of the Company, or (iii) the shareholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company, or (iv) any person
(as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty
percent (50%) of the Company's outstanding Common Stock, or (v) during any
period of two consecutive years, individuals who at the beginning of such period
constitute the entire Board shall cease for any
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reason (except death) to constitute a majority thereof unless the election, or
the nomination for election by the Company's shareholders, of each new director
was approved by a vote of a majority of the directors then still in office who
were directors at the beginning of the period. For purposes of this Section
12.3, the occurrence of two or more of the events constituting a Change in
Control which are the result of the same or related transaction(s) shall be
deemed a single Change in Control and its date shall be the date the first such
event occurred. For example, a merger in which former shareholders of the
Company received less than 50% of the voting capital stock of the surviving
corporation followed by a change in the Company's Board falling within clause
(v) above and contemplated by said merger shall be deemed a single Change in
Control as of the date of said merger.
12.4. "Disabled" (or "Disability") means (a) that Executive has been
unable to perform substantially all of his usual and customary duties under this
Agreement for a period of three (3) consecutive months or six (6) months in any
twelve month period, by reason of physical or mental injury or disease or (b)
that a reputable physician selected by the Board, and as to whom Executive has
no reasonable objection, has determined in writing that Executive will, by
reason of physical or mental injury or disease, be unable to perform
substantially all of Executive's usual and customary duties under this Agreement
for a period of at least three (3) consecutive months. If any question arises as
to whether Executive is Disabled, upon the reasonable request therefor by the
Board, Executive shall submit to reasonable medical examination for the purpose
of determining the existence, nature and extent of any such Disability.
12.5. "Good Reason" shall exist if Executive has provided at least ten
(10) days written notice to the Company of any of the following (done without
Executive's written consent): (i) any material breach (including, by way of
examples only and not limitation, the assignment to Executive by the Company of
duties or limitations on authority inconsistent with Executive's position,
authority and status hereunder, or a failure to pay compensation or material
benefits required hereunder) by the Company of this Agreement which remains
uncured at the time of the termination; (ii) Within six months following a
Change in Control, Executive shall be required to report to any new Chief
Executive Officer of the Company and, within 30 days after being informed of the
identify of such new Chief Executive Officer, Executive notifies the Company
that such new Chief Executive Officer is not reasonably acceptable to Executive
(the current Chief Executive Officer and President being acceptable); and (iii)
Executive's base of operations ceasing to be Los Angeles, California.
12.6. "Severance Compensation" means an amount equal to (i) Executive's
then applicable Base Salary multiplied for the lesser of the number of months
remaining in the Term (but not less than six unless the Term expires and final
third of the Standard Options have become vested) or twelve (12) months (the
"Salary Payment"), plus (ii) $100,000 multiplied by a fraction equal to the
number of months used in clause (i) divided by 12 (the "Bonus Payment"); plus
(iii) the Final Payment. The Final Payment shall be paid within ten (10) days
following the Executive's termination date; the Salary Payment shall be payable
in accordance with normal salary payment schedules; and the Bonus Payment shall
be made at the first anniversary of Executive's termination date.
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13. Authorship and Outside Income. Except as otherwise approved in writing by
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the Company, while employed under this Agreement, any income earned by Executive
in any work of the type performed by the Company shall be deemed earned on
behalf of the Company and shall be promptly remitted to the Company. Any
articles or other works published by Executive shall be first approved by the
President or a Vice President of the Company, in writing, and may be published
only if approved by the Company. Any approval given under this Section 13 shall
be deemed valid for only the specific event and time set forth in the approval.
14. Arbitration. All disputes or injuries arising out of the employment
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relationship, or the termination thereof, including, but not limited to, claims
for breach of contract; wrongful termination; age, sex, race or other unlawful
discrimination or harassment; defamation; violation of public policy; and any
dispute over the validity of, breach or rescission of this Agreement, shall be
settled by arbitration in Los Angeles County, California in accordance with the
rules of the American Arbitration Association then in effect. Executive and the
Employer shall select the arbitrator. Any decision or order of the arbitrator
shall be binding upon the parties hereto. Judgment upon any award rendered may
be entered in any court having jurisdiction. Each party to this Agreement
agrees that arbitration is the sole and exclusive remedy, and each party waives
the right to a jury trial and to seek legal relief in any other forum. This
provision however, shall not prohibit either party from obtaining injunctive
relief pending arbitration.
14.1. Discovery may be carried out under the supervision of the
Arbitrator appointed pursuant to the rules of arbitration of the American
Arbitration Association. All parties to the arbitration shall have the right to
full and comprehensive discovery coextensive with the applicable provisions of
law. Notice of Arbitration may be given by U.S. mail, return receipt, with 15-
day notice. Each party shall pay one-half (1/2) the cost of such arbitration,
regardless of the outcome, and each party shall bear its own costs and expenses
incurred by it.
14.2. All claims must be brought within the applicable statute of
limitations. This arbitration section does not in any way alter the status of
Executive's at-will status.
15. Attorney's Fees. Should any party to this Agreement bring a proceeding
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in arbitration or to seek to obtain an injunction to enforce the terms of this
Agreement, the prevailing party in any such action shall be entitled to its
reasonable attorney's fees.
16. Written Permission Any "written permission" required by this Agreement
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is only valid if signed by a Company officer.
17. Waiver. The delay or failure of the Company to insist upon Executive's
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punctual performance of any of the provisions of this Agreement, or the failure
of the Company to exercise any right or remedy available to it under this
Agreement, shall not constitute in any manner a waiver by the Company of any
subsequent default or breach by Executive.
18. Notices. All notices, requests, demands or other communications under
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this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service, if served personally on the party to whom notice is
being given, or on the third (3rd) day after mailing, if
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mailed to the party to whom notice is to be given, by first class mail, postage
prepaid, and properly addressed as follows:
Learning Tree International, Inc.
6053 West Century Boulevard
Los Angeles, CA 90045
Att: Mary C. Adams
With a copy to:
Peter Holbrook, Esq.
McDermott, Will & Emery
1301 Dove Street
Newport Beach, CA 92660-2444
Notice shall be given to Executive at the most recent address reflected in
Executive's employment records. Any party may change its address for purposes
of this Section 18 by giving the other party a written notice of the new
address.
19. Governing Law. This Agreement shall be construed in accordance with, and
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governed by, the laws of the state of California.
20. Entire Agreement. This Agreement constitutes the entire Agreement
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between the parties and supersedes all prior or contemporaneous agreement and
statements between the parties, whether written or oral, with respect to the
subject matter hereof, and may not be contradicted by evidence of any prior or
contemporaneous statements or agreements between Executive and the Company
concerning the subject matter hereof. The parties herein represent that no
other Agreement, oral or otherwise, exists or binds any of the parties hereto.
The parties hereto acknowledge that they have not executed this Agreement in
reliance upon any other or further representation or promise of any party. No
change, modification, waiver, or amendment of this Agreement shall be of any
effect unless in writing signed by Executive and by an Officer or Director of
the Company.
21. Successors and Assigns. This Agreement shall be binding upon and shall
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inure to the benefit of the successors or assigns of the Company.
22. Assignment. This Agreement is not assignable by Executive.
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23. Severability. The provisions of this Agreement are severable. Should
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any provision be for any reason unenforceable, the remainder of the provisions
shall remain in full force and effect. The provisions of this Agreement shall
be interpreted, to the extent possible, to give full effect to the intent of the
parties.
By signing below, I acknowledge that I have read this Agreement carefully,
understand it, and will comply with the provisions set forth herein. I have had
the
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opportunity to seek independent legal advice before signing this Agreement, and
enter into this Agreement freely and voluntarily, based on my own judgment and
not on any representations or promises other than those contained in this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective
as of the date first written above.
"EXECUTIVE" "COMPANY"
James E. Furlan Learning Tree International, Inc.
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By: Mary C. Adams
Title: Vice President, Administration
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