Amendment to Employment Agreement between The Peoples Publishing Group, Inc. and James J. Peoples

Summary

This amendment updates the employment agreement between The Peoples Publishing Group, Inc. and James J. Peoples, effective June 17, 2005. It changes Mr. Peoples' annual salary for the contract year ending July 31, 2006, to $100,000 if he serves as AP Senior Advisor, and sets his 2005 incentive compensation at 30% of the CEO's incentive. The amendment also clarifies that New Jersey law governs the agreement and that any further changes must be in writing and signed by both parties.

EX-10.1 2 c96131exv10w1.txt AMENDMENT TO EMPLOYMENT AGREEMENT - JAMES J. PEOPLES EXHIBIT 10.1 -- Amendment to Employment Agreement AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement"), dated effective as of June 17, 2005, is made and entered into to amend the Employment Agreement dated effective June 30, 2003 (the "Employment Agreement"), by and between The Peoples Publishing Group, Inc., a Delaware corporation (the "Company"), and James J. Peoples, an individual resident of the State of New Jersey (the "Executive"). WITNESSETH: WHEREAS, the Company and the Executive mutually desire to amend the Employment Agreement as set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the Company and the Executive agree as follows: 1. Amendment. The Employment Agreement shall be amended as provided in this Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement. 2. Compensation. The table at the end of Section 4.01 of the Employment Agreement which specifies annual salary in the event the Executive is engaged in the "AP Senior Advisor" role shall be amended such that for the contract year ending July 31, 2006, the salary shall be $100,000. 3. Incentive Compensation. The table in Section 4.02 of the Employment Agreement shall be amended to provide that for the calendar year 2005, the Executive's incentive shall be equal to 30% of the amount paid to the CEO. 4. Miscellaneous. 4.01 Governing Law. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to New Jersey's conflicts of law rules. 4.02 Prior Agreements. This Agreement and the Employment Agreement contain the entire agreement of the parties relating to the subject matter hereof and supersede all prior agreements and understandings with respect to such subject matter, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. 4.03 Amendments. No amendment or modification of this Agreement shall be deemed effective unless made in writing signed and delivered by the parties hereto. 4.04 Assignment. This Agreement shall not be assignable, in whole or in part, by either party without the written consent of the other party. 4.05 No Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waive and shall not constitute a waiver of such term of condition for the future or as to any act other than that specifically waived. 4.06 Counterparts. This Agreement may be signed in counterparts, each of which, when executed and delivered, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have hereunto set their hands, intending to be legally bound, as of the date first above written. THE PEOPLES PUBLISHING GROUP, INC. By: /s/ BRIAN T. BECKWITH ----------------------------------- Brian T. Beckwith Its: President and Chief Executive Officer /s/ JAMES J. PEOPLES ----------------------------------- James J. Peoples ACCEPTED AND AGREED TO this 17th day of June, 2005. PEOPLES EDUCATIONAL HOLDINGS, INC. By: /s/ BRIAN T. BECKWITH ---------------------------------- Brian T. Beckwith Its: President and Chief Executive Officer 2