Amendment to Employment Agreement between Varsity Group Inc. and Eric J. Kuhn
This agreement amends the employment contract between Varsity Group Inc. and Eric J. Kuhn. Effective immediately, Mr. Kuhn resigns as President and CEO and will serve as Chairman of the Board of Directors. The amendment clarifies that this change does not trigger any termination or "Good Reason" provisions in the original employment agreement. All other terms of the original agreement remain in effect, and both documents together represent the full understanding between Mr. Kuhn and the company regarding his employment.
February 15, 2006
Eric J. Kuhn
President and Chief Executive Officer
Varsity Group Inc.
Re: Amendment to Employment Agreement
Dear Eric:
This letter agreement (this "Agreement") shall serve as an amendment to your employment agreement dated August 24, 1999 with Varsitybooks.com Inc. (your "Employment Agreement").
Effective as of the date hereof, you have agreed to resign as President and Chief Executive Officer of Varsity Group Inc. (the "Company"), and to serve instead as Chairman of the Board of Directors of the Company. All references in your Employment Agreement to your employment as "President and Chief Executive Officer" shall be deemed references to "Chairman of the Board of Directors".
The foregoing amendment shall not constitute "Good Reason" as defined in Section 6(d)(ii) your Employment Agreement, and this Agreement shall not serve as a "Notice of Termination" under Section 6(c) of your Employment Agreement.
You agree that your Employment Agreement and this Agreement together constitute the entire agreement between you and the Company with respect to your employment with the Company, and agree that the terms of your Employment Agreement shall be incorporated herein as if restated in full. Please confirm your agreement by signing and counterpart to this letter.
Very truly yours
Varsity Group Inc.
By: /s/ Jack M Benson
Title: CFO
Confirmed and Agreed:
/s/ Eric J. Kuhn
