15. MANAGEMENT INCENTIVE PLANS AND EMPLOYMENT AGREEMENTS Certain key terms of the following incentive plans and employment agreements of the Cornpany, which are subject to and qualified in their entirety by reference to any underlying documentation as applicable, are outlined below. Copies of such documentation have been provided or are available upon request and the summaries below are qualified in their entirety by reference to such documentation. 15.4. Long Term Incentive Plan and Agreements of Knowledge Learning Corporation Effective as of December 6, 2005, KLC put in place a long term incentive plan ("LTIP") for officers, employees or consultants, providing for incentive compensation payments based upon the achievement of certain performance criteria determined by KLC’s Compensation Committee. Under the terms of the long term incentive award agreements entered into with eligible recipients pursuant to the LTIP, if the recipient is terminated by KLC without cause after the first year of any 3-year performance cycle, the first of which begins in 2006, or upon death, permanent disability or retirement after the first 6 months of any performance cycle, the recipient Is eligible to receive a pro rata portion of any incentive award earned. The recipient is also eligible to receive a pro rata portion of any incentive award earned in the event of a sale of KLC or a termination of the LTIP. 15.2. Profits Interest Grants KUE expects to grant profits interests in KUE to its (or its subsidiary’s) present and future officers, directors, employees and consultants, aggregating up to 2% of KUE's aggregate profits, subject to increases approved by the Independent Committee. Such grants would be dilutive to the holders of Units. 15.3. Stock Appreciation Rights Plan of Knowledge Schools, inc. KSI established a stock appreciation rights ("SAR") plan for directors, officers, employees or consultants of KS! and its subsidiaries on April 25, 2004, pursuant to which a maximum number o