Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) (e) On September 23, 2020, Satbir Bedi, Executive Vice President and Chief
Technology Officer of the Company, and the Company entered into a mutual
agreement regarding the voluntary departure of Mr. Bedi from the Company in
order to enable Mr. Bedi to pursue his personal interests. Pursuant to the
agreement, Mr. Bedi will resign as Executive Vice President and Chief Technology
Officer of the Company on December 31, 2020. During the period through December
31, 2020, Mr. Bedi will continue in his current position with his current
responsibilities for leading Scholastic Technology Services (STS) and
Operations, with a primary focus directed to transitioning his successor, when
appointed, as head of STS, in the case of his responsibilities related to
Technology, and, in the case of Operations, his current direct reports, in order
to provide a smooth transition for these respective groups upon his leaving the
Company. Mr. Bedi will also advise with respect to restructuring activities
associated with the organizational transitions involved, including in the
context of cost savings initiatives currently underway at the Company.
Under the material terms of the agreement, following the effective date of his
resignation Mr. Bedi will receive a lump-sum cash payment in the amount of
$1,206,313, subject to applicable tax withholding. He will also be entitled to
continue his medical benefit coverage under the Company's group medical plan for
a one year period, with the Company paying the employer portion of such coverage
and Mr. Bedi paying the employee share. Upon the effective date of his
resignation, he will also be required to enter into the Company's customary form
of general release agreement. The agreement further provides that Mr. Bedi will
be free to consult with and advise third parties on technology-related matters,
provided such consulting activities do not interfere with the performance of his
duties as described above and such activities do not involve any persons engaged
in a business which is the same or substantially similar to the businesses
carried on by the Company.
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