EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT is entered into as of the 11th day of August, 2008 (the “Effective Date”),
by and between The Princeton Review, Inc. (the “Company”), a Delaware corporation, and Neal S. Winneg (the “Executive”).
WHEREAS , the Executive is currently employed by the Company as its Executive Vice President, Secretary and General
Counsel and during his employment he has gained valuable experience and knowledge in all phases of the Company’s
WHEREAS , the Company recognizes the Executive’s extraordinary experience and relationships in the Company’s
business and industry, and the Company desires to retain the services and employment of the Executive;
WHEREAS , the Company and the Executive desire to enter into this Agreement in order to provide for the continued
employment of the Executive by the Company upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE , in consideration of the foregoing and the mutual promises contained herein, the parties agree as
1. Effective Date and Term . This Agreement shall become effective, and Executive’s employment under this Agreement
will begin, on the Effective Date. The Executive shall be employed hereunder for the period starting on the Effective Date and
continuing until the Termination Date, as that term is defined in Section 7(a)(v) below (such period of employment shall be
referred to as the “Term”).
2. Employment .
(a) The Executive will be employed as the Executive Vice President, Secretary and General Counsel or in such other
position(s) as may be mutually agreed upon by the parties. The Executive will perform the duties, undertake the responsibilities
and exercise the authority customarily performed, undertaken and exercised by persons employed in a similar executive capacity
or as directed by the Company’s Chief Executive Officer (the “CEO”). The Executive shall report directly to the CEO.
(b) The Executive will devote his full working