Employment Agreement - Carol LYNN Martens

EXHIBIT 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (" Agreement" ) is entered into as of this 21st day of August, 2006 , by and between EDUCATIONAL COMMUNICATIONS, INC. and any successors thereto (collectively referred to as the " Company" ) and Carol Lynn Martens (" Executive" ). The parties hereby agree as follows:1. Employment. Executive will serve the Company in the position of General Manager of Educational Communications, Inc. and will perform such duties as from time to time shall be determined by the Board of Directors of the Company, and will perform, faithfully and diligently, the services and functions performed and will carry out the functions of his/her office and furnish his/her best advice, information, judgment and knowledge with respect to the business of the Company. Executive agrees to perform such duties as hereinabove described and to devote full-time attention and energy to the business of the Company. Executive will not, during the term of employment under this Agreement, engage in any other business activity if such business activity would impair Executive' s ability to carry out his/her duties under this Agreement.2. Term. Contingent upon successful completion of a criminal background investigation, reference check and pre-employment drug screen, this Agreement shall be effective August 21st, 2006 and end on August 31 st , 2007 , and shall thereafter renew for successive one-year terms, unless two months' notice is given by either party to the other party of non-renewal. However, this Agreement may be terminated at any time by either party in accordance with Section 6 hereof. 3. Compensation and Other Benefits. 3.1 Salary. The salary compensation to be paid by the Company to Executive and which Executive agrees to accept from the Company for services performed and to be performed by Executive hereunder shall be an annual gross amount, before applicable withholding and other payroll deductions, of $175,000.00, payable in equal bi-weekly installments of $6,730.76, subject to such changes as the Board of Directors of the Company may, in its sole discretion, from time to time determine. 3.2 Benefits. Executive shall be entitled to participate in such employee benefit programs, plans and policies (including incentive bonus plans and incentive stock option plans) as are maintained by the Company and as may be established for the employees of the Company from time to time on the same basis as other executive employees are entitled thereto, except to the extent such plans are duplicative of benefits otherwise provided to Executive under this Agreement (e.g. severance). It is understood that the establishment, termination or change in any such Executive employee benefit programs, plans or policies shall be at the option of the Company in the exercise of its sole discretion, from time to time, and any such termination or change in such program, plan or policy will not affect this Agreement so long as Executive is treated on the same basis as other executive employees participating in such program, plan or policy, as the case may be. Upon termination of employment under this Agreement, without regard to the manner in which the termination was brought about, Executive' s rights in such


employee benefit programs, plans or policies shall be governed solely by the terms of the program, plan or policy itself and not this Agreement. Executive shall be entitled to an annual paid vacation in accordance with the Company' s personnel policy for his/her years of service completed as an employee of the Company (and, to the extent applicable, the Company' s predecessors).4. Working Facilities. During the term of his/her employment under this Agreement, Executive shall be furnished with a private office, stenographic services and such other facilities and services as are commensurate with his/her position with the Company and adequate for the performance of his/her duties under this Agreement.5. Expenses. During the term of his/her employment under this Agreement, Executive is authorized to incur reasonable out-of-pocket expenses for the discharge of his/her duties hereunder and the promotion of business of the Company, including expenses for entertainment, travel and related items, that are incurred in accordance with the Company' s policies. The Company shall reimburse Executive for all such expenses upon presentation by Executive from time to time of itemized accounts of expenditures incurred in accordance with Company policies.6. Termination. The employment relationship between Executive and the Company is " at-will" , which means that Executive' s employment under this Agreement may be terminated with or without cause or reason by either the Company or Executive at any time. Payment to Executive upon his/her termination is governed by the following terms and conditions. 6.1 Termination by Company for Cause. The following events or circumstances are deemed " Cause" for Executive' s termination. (i) Executive' s indictment of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; (ii) Executive' s material breach of a contractual obligation to the Company or any of its Affiliates (as defined below); (iii) Executive' s failure to perform, or gross negligence in the performance of, Executive material duties and responsibilities to the Company or any of its Affiliates; or (iv) Executive' s substantial, wrongful damage to property of the Company. If the Executive is terminated for Cause, upon payment by the Company to Executive of all salary earned but unpaid through the termination date, accrued and unused vacation, and any accrued and unpaid bonus to the date of such termination, the Company shall have no further liability to Executive for compensation in accordance herewith, and Executive will not be entitled to receive any other salary, the Termination Payments or Termination Benefits (as such terms are defined below) except aforesaid vacation and any accrued bonus. For purposes of this Agreement, " Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.


6.2 Termination by Company Without Cause . In the event of the termination of Executive' s employment under this Agreement by the Company without Cause the Executive will be entitled to receive 26 bi-weekly payments equal to the average of his/her bi-weekly base salary in effect within the two years preceding the termination (including, for these purposes, average bi-weekly base salary of Executive from the Company' s predecessors) (" Termination Payments" ), less legally required withholdings. In addition to the Termination Payments, Executive will be entitled to elect the continuation of health benefits under COBRA and the Company will pay the COBRA premiums for a maximum of 12-months, beginning on the date that Executive' ...