EX-10.67 5 a2234890zex-10_67.htm EX-10.67

Exhibit 10.67

October 27, 2017

Jean-Jacques Charhon

Greenwich, CT

Dear Jean-Jacques,

It is our pleasure to extend to you our offer of employment to join Laureate Education, Inc. (the “Company”) as Executive Vice President and Chief Financial Officer reporting to Eilif Serck-Hanssen. This position is based in Baltimore and your start date will be a January 1, 2018 (“Start Date”).

This offer is contingent upon satisfactory credit check and submission of the appropriate paperwork. As a condition to employment, you will be required to sign our Confidentiality, Non-Disclosure and Covenant Not to Compete Agreement (“NDA”). Your employment will be on an “at will” basis, and will be subject to the terms and conditions contained in our Employee Handbook, our general employment policies and practices, and such other reasonable and lawful policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives.

Laureate is centered on the premise of being “Here for Good,” reflecting our goal of operating with purpose and permanence. We believe that you will be an excellent addition to our organization, thus helping us to achieve this common goal. In return, we believe our culture will offer an excellent growth platform for your career.

For this opportunity, we have prepared the following competitive offer:

Position: |  | Executive Vice President and Chief Financial Officer
Base Salary: |  | $600,000/annually, subject to review and adjustment by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”).
Annual Bonus: |  | Your target annual bonus is 100% of Base Salary, payable in the year following the performance year, customarily in March, upon meeting the applicable performance criteria established by the Compensation Committee. You must remain continuously employed through the bonus payment date to receive any payment.
|  | For Performance year 2018, and only for that year, your target annual bonus will be 50% of your annual Base Salary and will be pain in accordance with the terms set out above.
|  | Performance criteria for the 2018 Annual Incentive Plan and for subsequent years, will be determined at the same time they are

650 S. EXETER STREET · BALTIMORE, MD 21202 · TEL: (410) 843-6100 · WWW.LAUREATE.NET

|  | determined for other similarly situated executives. Any bonus payment shall be subject to the terms of any applicable incentive compensation plan adopted by the Company.
Benefits: |  | You will be eligible for the standard Laureate United States employee benefits package on the first day of the month following one full calendar month of employment. The Company reserves the right to add, terminate and/or amend any employee benefit plans, policies, programs and/or arrangements from time to time in accordance with the terms thereof and applicable law.
|  | For the period between your Start Date and the date on which you become eligible for Laureate benefits, to the extent that you are enrolled in the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the company will pay 100% of the monthly cost of you and your family medical, dental and vision COBRA, including the (2%) premium for administration.
Vacation: |  | 4 weeks / 20 days paid vacation, which will accrue at the rate of 13.34 hours per month.
Long Term Incentive (LTI): |  | Subject to the approval of the Compensation Committee, beginning in 2018 you will be eligible to participate in an equity-based compensation program with an annual target award equal to 100% of your base salary. For year 2020 and beyond, your annual target award will be adjusted to 150% of your base salary subject to the same approval process. Awards may be a mix of (i) restricted stock units; (ii) performance share units; and/or (iii) stock options, each with respect to the Company’s Class A common stock, par value $0.004 per share (the “Class A Common Stock”). Additionally, in January 2018, you shall receive a onetime, time-based grant of $600,000 in options with expiration date 5 years from the date of grant, of which 50% will vest on December 31, 2018 and the remaining 50% will vest on December 31, 2019. The exercise price per share of any stock options will be equal to the fair market value of the Class A Common Stock on the grant date. Awards will be subject to the terms and conditions of the Company’s Amended and Restated 2013 Long-Term Incentive Plan (the “Plan”) and one or more award agreements that you must sign and accept, which will include time and/or performance-based vesting.

|  | In addition, as soon as practicable on or after your start date, management will recommend to the Compensation Committee that the Company grant you a one-time equity award consisting of 32,000 performance share units (“PSUs”) and 17,000 performance stock options with a strike price per share equal to the higher of (i) $17.89 or (ii) the fair market value of the Class A Common Stock on the grant date. One-third of each of the performance stock options and PSUs granted under this award will be eligible to vest after December 31, 2018 and the remainder of the options and units will be eligible to vest after December 31, 2019, in each case subject to the Compensation Committee’s determination that (A) the applicable 2018 and 2019 Adjusted EBITDA targets have been achieved, and (B) Management’s annual report on its internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) and the Company’s independent registered public accounting firm’s audit report on the effectiveness of the Company’s internal control over financial reporting included in the Company’s audited financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K, do not disclose any material weaknesses, and otherwise will contain the Company’s customary terms and conditions for such grants. The Compensation Committee will consider additional equity awards to you in future years, in its sole discretion.
Relocation: |  | The Company will provide relocation assistance for you and your family at the time you relocate to Baltimore, MD. For the home sale assistance benefit, the Company will extend the benefit for up to twenty-four months from your Start Date, subject to the terms and conditions of the Company’s relocation policy and an Employee Reimbursement Agreement, which you must sign and accept. Laureate’s Human Resources department will assist you with your relocation activities and will work with the Company’s relocation provider to process relocation related expense reimbursement. Relocation assistance includes:
|  | · For the initial 9 months of your employment with Laureate and before you permanently relocate to Baltimore, MD; the company will reimburse you for your reasonable lodging and commuting expenses. Lodging

|  | reimbursement should follow the Company’s relocation policy for temporary living.
|  | · On your relocation date, we will provide five days of destination services to assist with area orientation, home finding, and settling in.
|  | · Final move of household goods from Connecticut to Baltimore, MD.
|  | · Reimbursement of final move train fare, mileage, meals and incidentals incurred during final trip, for you and your family, to Baltimore, MD.
|  | · Temporary living reimbursement for up to 15 days.
|  | · A miscellaneous, non-accountable allowance of $10,000 net, to be used for any relocation expenses you may incur upon relocating to the Baltimore area.
|  | · Payment or reimbursement of all taxes on your relocation benefits (by December 31 of the year following the year in which you remit the taxes).
|  | · If you voluntarily terminate employment or your employment is terminated by the Company for Cause (as defined in the Plan) within 12 months after receiving any assistance, you are responsible for reimbursing the company 100% of the relocation costs.
Severance: |  | Subject to the approval of the Compensation Committee, if your employment with the Company is terminated by the Company for reasons other than Cause (as defined in the Plan) or your disability (as determined by the Company), subject to your execution and non-revocation of a release of claims in a form provided by the Company, so that it becomes effective by the 60 th day after your termination of employment, and your continued compliance with the NDA, you will be eligible to receive severance in an amount equal to two times your then current Base Salary on the date of such termination. Such amount shall be paid in equal installments according to the Company’s regular payroll schedule over the twelve (12) month period following the date of termination; provided, however, that each installment due during the first 60 days after the date of termination shall be paid with the first installment due after such 60 days.

Section 409A: Tax: |  | This offer letter is intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this offer letter, payments provided under this offer letter may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this offer letter that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this offer letter shall be treated as a separate payment. Any payments to be made under this offer letter upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this offer letter comply with Section 409A and in no event shall the Company be liable for all of any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.
|  | Notwithstanding any other provision of this offer letter, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid in accordance with their original schedule.
|  | With respect to any reimbursement of expenses of, or any provision of in-kind benefits to you, such reimbursement of expenses or provisions of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was

|  | incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
|  | Compensation paid by the Company shall be reduced by applicable withholdings and payroll taxes.

This letter will be governed by and construed in accordance with the laws of the State of Maryland without giving effect to any choice of law provisions or principles thereof.

People come to us because we think differently. We teach bigger thinking. We foster game changers. We light fuses on ideas that take off. We are Laureate and we are transforming the world of education for the better. We welcome your spark!

Please indicate your acceptance of this offer by signing in the space provided below and returning it to my attention, retaining a copy for your files.

By signing below, you confirm that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

We are looking forward to you joining our team. If you have any unanswered questions or if there is any way we can assist you further, please do not hesitate to contact me.

Sincerely,

/s/ Luis Novelo

Luis Novelo

Vice President, Human Resources

Laureate Education, Inc.

Accepted: | /s/ Jean-Jacques Charhon |  | Date: | 11-6-2017
| Jean-Jacques Charhon |  |