Amendment No. 2 to Employment Agreement between SkillSoft Corporation, SkillSoft Limited, and Colm Darcy

Summary

This document is the second amendment to the employment agreement between SkillSoft Corporation, SkillSoft Limited, and Colm Darcy. It removes Section 7(b) and replaces Section 15 to specify that New Hampshire law governs the agreement. All other terms of the original employment agreement remain unchanged. The amendment is effective as of June 10, 2011, and is signed by representatives of both companies and Colm Darcy.

EX-10.3 4 exhibit10-3.htm EX-10.3 EMPLOYMENT AGREEMENT - DARCY exhibit10-3.htm

Exhibit 10.3

AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT

This AMENDMENT NO. 2 to the Employment Agreement dated as of September, 2002 is by and between SkillSoft Corporation , a Delaware corporation and SkillSoft Limited, an Irish Private Company (collectively the “Company”), and Colm Darcy (the “Executive”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated as of September 2002 (the “Employment Agreement”);

WHEREAS, the Company and the Executive have previously amended the Employment Agreement on December 23, 2008 (such amendment, “Amendment No. 1”).

WHEREAS, the Company and the Executive desire to enter into Amendment No. 2 to the Employment Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1.	Section 7(b) of the Employment Agreement shall be deleted in its entirety.

2.	Section 15 of the Employment Agreement shall be deleted and replaced with the following: “Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire applicable to agreements made and performed entirely within such state.”

3.	Unless otherwise specifically defined in this Amendment No. 2, each term used herein that is defined in the Employment Agreement shall have the meaning assigned to such term in the Employment Agreement.

4.	Except as set forth expressly herein, all terms of the Employment Agreement shall remain in full force and effect without change.

5.	This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2, effective as of June 10, 2011.

SkillSoft Corporation

By: /s/ Tom McDonald

Tom McDonald

SkillSoft Limited

By: /s/ Tom McDonald

Tom McDonald

COLM DARCY

/s/ Colm Darcy