AMENDMENT NO. 1
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 1 is made to the Amended and Restated Employment
Agreement among Gregory M. Priest (the "Executive"), SkillSoft PLC (formerly
known as SmartForce PLC), a public company limited by shares formed under the
laws of the Republic of Ireland ("SkillSoft PLC"), and its wholly owned
subsidiary, SkillSoft Corporation (formerly known as "SmartForce"), a Delaware
corporation ("SkillSoft"), dated as of June 10, 2002 (the "Employment
Agreement"). Capitalized terms used in this Amendment No. 1 that are not defined
herein shall have the meanings assigned to them in the Employment Agreement.
WHEREAS, the Company and the Executive desire to change the
responsibilities and compensation of the Executive to align, based on business
need, such responsibilities and compensation with the role the Company desires
the Executive to perform; and
WHEREAS, in exchange and as consideration for such change in
responsibilities and compensation, the Company desires to make a one-time
payment to the Executive;
NOW, THEREFORE, in consideration of the respective covenants and agreements
of the parties contained in this Amendment No. 1, the Company and the Executive
agree as follows:
1. Section 1 of the Employment Agreement is hereby revised, effective as of
April 30, 2005, to read in its entirety as follows:
"1. Employment and Duties. The Executive shall be employed as Chairman of
the Board of Directors and Strategic Advisor of the Company. In his capacity as
Strategic Advisor, the Executive shall report to the Chief Executive Officer.
The Executive shall make himself available to devote at least thirty hours per
week to the roles, and shall have such responsibilities as may be reasonably
assigned to him including, but not limited to, considering, identifying and
reviewing business development opportunities for the Company and assisting the
Company in the evaluation of such opportunities. The Executive shall perform
faithfully the duties assigned to him to the best of his ability."
2. Section 2 of the Employment Agreement is hereby revised, effective as of
April 30, 2005, to read in its entirety as follows:
"2. Base Salary. In consideration of the Executive's services, the
Executive shall be paid a base salary at the rate of $50,000 per year during the
period of his employment (the "Base Salary"), to be paid in installments in
accordance with the Company's standard payroll practice."
3. Section 3 of the Employment Agreement is hereby deleted, effective as of
April 30, 2005. The bonus opportunity for the first quarter of fiscal 2006
(ending April 30, 2005) shall be paid, if earned, per the compensation plan
approved by the Compensation Committee of the Board of Directors.
4. On the date of execution of this Amendment No. 1, the Company shall make
a one-time cash payment to the Executive in the amount of $583,379. This amount
represents (i) the amount of the severance payment that would be due to the
Executive under Section 7(a) of the Employment Agreement if he were to resign
following the changes to his responsibilities and compensation reflected in the
amendments set forth in Sections 1 through 3 above, calculated based upon the
Executive's original annual base salary ($318,379), inclusive of annual
accommodation and auto allowances ($68,379) plus maximum annual performance
bonus ($265,000).
5. The Company and the Executive acknowledge and agree that (a) the change
in the Executive's position, title, organization level, duties,
responsibilities, salary, bonus and status with the Company associated with the
amendments set forth in Sections 1 through 3 above shall not constitute Good
Reason for the termination by the Executive of his employment with the Company
within the meaning of Section 7 of the Employment Agreement, and (b) any
determination of whether Good Reason exists for the termination by the Executive
of his employment with the Company shall be made based upon any changes, after
the date of this Amendment No. 1, to the Executive's position as Chairman of the
Board and Strategic Advisor, organization level, duties, responsibilities,
compensation, status with the Company, facilities and perquisites (including
office space and location) available to the Executive, base salary, and the kind
and level of employee benefits in effect as of the date of this Amendment No. 1,
after giving effect to the changes associated with the amendments set forth in
Sections 1 through 3 above. In addition, the Company and the Executive agree
that clause (viii) shall be deleted from the definition of Good Reason set forth
in Section 7 of the Employment Agreement.
6. Section 7(a) of the Employment Agreement is hereby deleted, effective as
of April 30, 2005.
7. For so long as the Executive remains a director or officer of the
Company, the Company will provide coverage to the Executive under any directors
and officers liability insurance it maintains, on the same terms as it provides
to its other directors and officers; provided that the Company shall have sole
discretion as to whether, and upon what terms, it shall maintain directors and
officers liability insurance.
8. The Executive acknowledges that he has had the opportunity, if he so
desires, to obtain advice from his own legal counsel regarding this Amendment
No. 1. The Executive is signing this Amendment No. 1 knowingly and voluntarily.
The Executive acknowledges that Wilmer Cutler Pickering Hale and Dorr LLP is
acting as counsel for the Company in connection with this Agreement.
9. Except as amended herein, all provisions of the Employment Agreement
remain in full force and effect.
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10. This Amendment No. 1 may be executed in counterparts, which together
will constitute one instrument. Executed as of April 29, 2005.
SKILLSOFT PLC
By: /s/ Charles E. Moran
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Charles E. Moran, President and CEO
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(print name and title)
SKILLSOFT CORPORATION
By: /s/ Charles E. Moran
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Charles E. Moran, President and CEO
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(print name and title)
/s/ Gregory M. Priest
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GREGORY M. PRIEST
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