Letter Agreement Regarding Chairman Role and Compensation Between Childtime Learning Centers, Inc. and James J. Morgan (July 26, 2001)

Summary

This agreement is between Childtime Learning Centers, Inc. (represented by Jacobson Partners) and James J. Morgan. It outlines Mr. Morgan’s transition to Chairman of the Board after a new CEO is hired. He will mentor the new CEO, represent key stakeholders, and maintain a reduced work schedule. Mr. Morgan will receive $15,000 for August, then $7,500 per month for six months starting September 1, 2001. He will retain 60,000 stock options (expiring September 1, 2006) and receive 50,000 new options vesting in one year. The agreement sets clear terms for his ongoing involvement and compensation.

EX-10.1 3 k66277ex10-1.txt EX-10.1 LETTER AGREEMENT DATED JULY 26, 2001 EXHIBIT 10.1 LETTER AGREEMENT DATED JULY 26, 2001 BETWEEN JACOBSON PARTNERS ON BEHALF OF CHILDTIME LEARNING CENTERS, INC. AND JAMES J. MORGAN 84 Roast Meat Hill Road Killingsworth, CT 06419 July 26, 2001 Mr. Benjamin Jacobson Jacobson Partners 595 Madison Avenue Suite 3100 New York, NY 10022 Dear Ben: You asked that I summarize our understanding regarding my continued services to Childtime. This letter serves to do that. A new Chief Executive Officer will be hired in the very near future. At that time I will be made Chairman of the Board of Directors of Childtime. Upon assuming that role, my main objective in addition to the administrative functioning as Chairman will be to serve as a mentor and advisor to the new CEO, to provide continuing visibility to the Childtime organization, and to represent the interests of George Kellner and Jacobson Partners. TIME: Until the new CEO is in place, I will continue my weekly schedule at Childtime. Upon his start, I will make two trips a month for Childtime, either to Farmington Hills or to the field, in coordination with the new CEO, amounting to three or four workdays a month regularly. CASH COMPENSATION: My current monthly compensation of $15,000 will be paid for the month of August. Starting September 1, 2001, assuming my new role is in effect at that time, I will be compensated $7,500 monthly for six months beginning 9/1. STOCK OPTIONS: The currently vested 60,000 options will be re-dated to expire on September 1, 2006. In addition, upon assuming the Chairman's position, I will be issued 50,000 options at an option price of $11 a share. These options will vest one year from the date of issue and will expire September 1, 2006. I look forward to this next phase of my involvement with Childtime. Thank you for the opportunity to continue contributing to the re-establishment of Childtime as a successful enterprise. Sincerely, /s/ JAMES MORGAN - ------------------- JAMES J. MORGAN E-1