EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT is entered into as of the 25 th day of March, 2009 (the “Effective Date”),
by and between The Princeton Review, Inc. (the “Company”), a Delaware corporation, and Susan Rao , (the “Executive”).
WHEREAS , the Executive is currently employed by the Company as its Executive Vice President, Finance and Chief
Financial Officer, Test Prep Division, and during his or her employment he or she has gained valuable experience and
knowledge in all phases of the Company’s business;
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 Executive and the Company are parties to an Offer Letter dated September 24, 2007 (the “Prior
WHEREAS , the Company and the Executive desire to enter into this Agreement in order to replace and supersede the
Prior Agreement and 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, Finance or in such other position(s) as the
Company may determine. The Executive initially shall report to the Chief Operating Officer (the “Managing Officer”). The
Executive will perform the duties, undertake the responsibilities and exercise the authority