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K12 INC S-1/A Filing

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K12 INC S-1/A Filing Powered By Docstoc
					                      As filed with the Securities and Exchange Commission on October 10, 2007
                                                                                            Registration No. 333-144894


                         SECURITIES AND EXCHANGE COMMISSION
                                                    Washington, D.C. 20549



                                                         Amendment No. 3
                                                              to
                                                            Form S-1
                                           REGISTRATION STATEMENT
                                                    UNDER
                                           THE SECURITIES ACT OF 1933




                                                        K12 INC.
                                             (Exact name of registrant as specified in its charter)

         Delaware                                                     8211                                               95-4774688
 (State or Other Jurisdiction of                          (Primary Standard Industrial                                   (IRS Employer
Incorporation or Organization)                               Classification Number)                                    Identification No.)




                                                              K12 Inc.
                                                     2300 Corporate Park Drive
                                                        Herndon, VA 20171
                                                           (703) 483-7000
             (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)




                                                         Ronald J. Packard
                                                       Chief Executive Officer
                                                              K12 Inc.
                                                     2300 Corporate Park Drive
                                                        Herndon, VA 20171
                                                           (703) 483-7000
                     (Name, address, including zip code, and telephone number, including area code, of agent for service)




                                                                 Copies to:
  William P. O’Neill, Esq.                                 Howard D. Polsky, Esq.                               Richard D. Truesdell, Jr., Esq.
  Blaise F. Brennan, Esq.                        Senior Vice President, General Counsel and                        Davis Polk & Wardwell
                                                                  Secretary
  Latham & Watkins LLP                                            K12 Inc.                                           450 Lexington Avenue
  555 Eleventh Street, N.W                               2300 Corporate Park Drive                                    New York, NY 10017
  Washington, D.C. 20004                                     Herndon, VA 20171                                           (212) 450-4674
       (202) 637-2200                                          (703) 483-7000
     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration
statement.

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. 

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. 

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. 




                                                  CALCULATION OF REGISTRATION FEE


                                         Title of Each Class of                                             Proposed Maximum               Amount of
                                                                                                            Aggregate Offering
                                      Securities to be Registered                                               Price(a)(b)              Registration Fee
Common stock, $0.0001 par value                                                                               $172,500,000                 $5,296(c)



(a)   Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of
      1933.
(b)   Including shares of common stock which may be purchased by the underwriters to cover overallotments, if any.
(c)   Previously paid.

    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
                                                            PART II

                                INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

     Set forth below is a table of the registration fee for the Securities and Exchange Commission, the filing fee for the
National Association of Securities Dealers, Inc., the listing fee for the New York Stock Exchange and estimates of all other
expenses to be incurred in connection with the issuance and distribution of the securities described in the registration
statement, other than underwriting discounts and commissions:


SEC registration fee                                                                                                  $    5,296
NYSE listing fee                                                                                                              *
NASD fee                                                                                                                  17,750
Printing and engraving expenses                                                                                               *
Legal fees and expenses                                                                                                       *
Accounting fees and expenses                                                                                                  *
Transfer agent and registrar fees                                                                                             *
Miscellaneous                                                                                                                 *
    Total                                                                                                             $       *



*      To be completed by amendment.


Item 14.    Indemnification of Directors and Officers

     K12 Inc. is incorporated under the laws of the State of Delaware. Reference is made to Section 102(b)(7) of the
Delaware General Corporation Law, or DGCL, which enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty,
except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the
DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or
redemptions or (4) for any transaction from which a director derived an improper personal benefit.

      Reference is also made to Section 145 of the DGCL, which provides that a corporation may indemnify any person,
including an officer or director, who is, or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of
such corporation, by reason of the fact that such person was an officer, director, employee or agent of such corporation or is
or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the
corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful.
A Delaware corporation may indemnify any officer or director in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that such officer or director actually and
reasonably incurred.

     Our Amended and Restated Certificate of Incorporation provides for, and upon consummation of this offering, our
amended and restated bylaws will provide for indemnification of the officers and directors to the full extent permitted by
applicable law.

     The Underwriting Agreement provides for indemnification by the underwriters of the registrant and its officers and
directors for certain liabilities arising under the Securities Act of 1933, as amended, or otherwise.
II-1
Item 15.     Recent Sales of Unregistered Securities

      Set forth in chronological order is information regarding all securities sold and employee stock options granted from
June 2004 to date by the Company. Also included is the consideration, if any, received for such securities, and information
relating to the section of the Securities Act and the rules of the Securities and Exchange Commission pursuant to which the
following issuances were exempt from registration. None of these securities were registered under the Securities Act. No
award of options involved any sale under the Securities Act. No sale of securities involved the use of an underwriter and no
commissions were paid in connection with the sales of any securities.

     1. At various times during the period from July 2004 through July 2007, we granted options to purchase an aggregate of
12,405,765 shares of common stock to current and prior employees and directors at a weighted average exercise price of
exercise prices of $2.09 per share, of which 6,415,965 are subject to shareholder approval.

     2. In addition to the foregoing option grants, at various times during the period from July 2004 through July 2007, we
granted options to purchase 7,350,000 shares of our common stock to current and prior employees related to stand-alone
agreements at a weighted average exercise price of $2.42 per share.

     3. In December 2003, we issued and sold an aggregate of 18,656,896 shares of Series C Preferred Stock. Pursuant to the
payment in kind dividend feature of Series C Preferred Stock, we have issued an aggregate of 12,399,833 additional shares
of Series C Preferred Stock through a series of stock dividends to existing Series C Preferred stockholders from January
2005 through January 2007.

    4. In October 2007, we issued an aggregate of 900,000 shares of common stock in connection with our acquisition of
Power-Glide Language Courses, Inc. to the stockholders thereof.

     The issuances of the securities described in paragraph 1 were exempt from registration under the Securities Act under
Rule 701, as transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under
such Rule 701. The recipients of such options and common stock were related to compensation. Appropriate legends were
affixed to any share certificates issued in such transactions. All recipients either received adequate information from us or
had adequate access, through their employment with us or otherwise, to information about us.

     The issuances of the securities described in paragraphs 2, 3 and 4 were exempt from registration under the Securities
Act in reliance on Section 4(2) because the issuance of securities to recipients did not involve a public offering. The recipient
of securities in each such transaction represented their intention to acquire the securities for investment only and not with a
view to resale or distribution thereof, and appropriate legends were affixed to share certificates and warrants issued in such
transactions. Each of the recipients of securities in the transactions described in paragraphs 2, 3 and 4 were accredited or
sophisticated investors and had adequate access, through employment, business or other relationships, to information about
us.

     All of the shares of Series C Preferred Stock described in paragraph 3 will automatically convert into shares of common
stock prior to completion of this offering.


Item 16.     Exhibits and Financial Statement Schedule

             (a) Exhibits


   Exhibit         Description of
    No.            Exhibit

       1 .1*       Form of Underwriting Agreement
       3 .1**      Amended and Restated Certificate of Incorporation
       3 .2**      Bylaws (as amended)
       3 .3*       Form of Amended and Restated Certificate of Incorporation to be effective upon completion of this
                   offering
       3 .4*       Form of Amended and Restated Bylaws to be effective upon completion of this offering
       4 .1*       Form of stock certificate of common stock
       4 .2**      Amended and Restated Stock Option Plan and Amendment thereto
II-2
      Exhibit          Description of
       No.             Exhibit

        4 .3**         Form of Stock Option Contract — Employee
        4 .4**         Form of Stock Option Contract — Director
        4 .5**         Form of Second Amended and Restated Stockholders Agreement
        4 .6**         Form of Common Stock Warrant Agreement
        4 .7**         Form of Series B Convertible Preferred Stock Warrant Agreement
        5 .1*          Opinion of Latham & Watkins LLP
       10 .1**         Revolving Credit Agreement and Certain Other Loan Documents by and among K12 Inc., School
                       Leasing Corporation, American School Supply Corporation and PNC Bank, N.A.
       10 .2**         Stockholders Agreement dated as of April 26, 2000 (as amended) by and among Premierschool.com,
                       Inc., Knowledge Universe Learning, Inc. and Ronald J. Packard
       10 .3**         Stockholders Agreement dated as of February 20, 2000 (as amended) by and among
                       Premierschool.com, Inc., Knowledge Universe Learning, Inc. and William J. Bennett
       10 .4**         Series B Convertible Preferred Stock Warrant Agreement of Mollusk Holdings LLC
       10 .5***        Amended and Restated Stock Option Agreement of Ronald J. Packard dated as of July 12, 2007
       10 .6**         Stock Option Agreement of Bruce J. Davis
       10 .7**         Stock Option Agreement of John Baule
       10 .8**         Stock Option Agreement of Bror Saxberg
       10 .9***        Amended and Restated Employment Agreement of Ronald J. Packard
       10 .10**        Employment Agreement of John F. Baule and Amendment thereto
       10 .11**        Employment Agreement of Bruce J. Davis
       10 .12**        Employment Agreement of Bror V. H. Saxberg
       10 .13**        Deed of Lease by and between ACP/2300 Corporate Park Drive, LLC and K12 Inc.
       10 .14**        Sublease between France Telecom Long Distance USA, LLC and K12 Inc.
       10 .15**        Employment Agreement of Celia M. Stokes
       10 .16**        Employment Agreement of Howard D. Polsky
       10 .17***       Stock Option Agreement of Ronald J. Packard dated as of July 12, 2007
       21 .1**         Subsidiaries of K12 Inc.
       23 .1**         Consent of BDO Seidman, LLP
       23 .2*          Consent of Latham & Watkins LLP (included in Exhibit 5.1)
       24 .1**         Power of Attorney (excluding Dr. Mary H. Futrell)
       24 .2**         Power of Attorney of Dr. Mary H. Futrell


*       To be filed by amendment.
**      Previously filed.
***     Filed herewith. Portions of these exhibits have been omitted pursuant to a request for confidential treatment. The omitted information has been
        filed separately with the Securities and Exchange Commission.


      (b) Financial Statement Schedules:

     See Schedule II — “Valuation and Qualifying Accounts” contained on page F-33. All other schedules are omitted as the
information is not required or is included in the Registrant’s financial statements and related notes.


Item 17.    Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public

                                                                          II-3
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issues.

     The undersigned Registrant hereby undertakes that:

           (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of
     prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus
     filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of
     this registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that
     contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the
Underwriting Agreement, certificates in such denomination and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.


                                                               II-4
                                                         Signatures

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Herndon, Commonwealth
of Virginia on October 10, 2007.



                                                              K12 INC.




                                                             By: /s/ RONALD J. PACKARD*
                                                             Name: Ronald J. Packard
                                                             Title:  Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.


                      Signature                                                  Title                            Date


              /s/ RONALD J. PACKARD*                                   Chief Executive Officer              October 10, 2007
                  Ronald J. Packard                                  (Principal Executive Officer)

                 /s/ JOHN F. BAULE*                                   Chief Operating Officer and           October 10, 2007
                     John F. Baule                                       Chief Financial Officer
                                                                    (Principal Financial Officer and
                                                                     Principal Accounting Officer)

               /s/ ANDREW H. TISCH*                            Chairman of the Board and Director           October 10, 2007
                   Andrew H. Tisch

               /s/ GUILLERMO BRON*                                             Director                     October 10, 2007
                   Guillermo Bron

                 /s/ LIZA A. BOYD*                                             Director                     October 10, 2007
                    Liza A. Boyd

                 /s/ STEVEN B. FINK*                                           Director                     October 10, 2007
                     Steven B. Fink

             /s/ DR. MARY H. FUTRELL*                                          Director                     October 10, 2007
                 Dr. Mary H. Futrell

              /s/ THOMAS J. WILFORD*                                           Director                     October 10, 2007
                  Thomas J. Wilford

 *By:               /s/ HOWARD D. POLSKY                                   Attorney-in-Fact
                        Howard D. Polsky


                                                             II-5
                                                                                                                                       Exhibit 10.5
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS. THE CONFIDENTIAL REDACTED
PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH REDACTIONS
ARE INDICATED WITH THREE ASTERISKS.


                                                        AMENDED AND RESTATED
                                                       STOCK OPTION AGREEMENT
      THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (“Agreement”) is entered into as of July 12, 2007 by and
between K12 INC. , a Delaware corporation (the “Company”), and RONALD J. PACKARD (the “Optionee”). This Agreement supercedes
and replaces in its entirety the Stock Option Agreement between the Company and the Optionee dated July 27, 2006 (the “Original Option
Agreement”), under which the Optionee was granted certain stock options pursuant to Sections 2.4 and 2.41 of Optionee’s Employment
Agreement with the Company dated January 1, 2006 (the “Employment Agreement”).
    1. Continuation of Stock Options. Subject to the terms and conditions hereinafter set forth, the following options to purchase shares of
common stock of the Company (the “Stock”) previously granted to the Optionee pursuant to the Original Option Agreement (the “Options”)
shall remain in effect as follows:
   (a)   Options to purchase the number of shares of Stock specified on Exhibit A attached hereto at an option exercise price of One Dollar
         and Fifty Cents ($1.50) per share (the “First Group of Options”) granted under the Original Option Agreement shall continue in
         effect, provided, however, that any portion of such First Group of Options that are set forth in the first and third lines of Exhibit A that
         has not vested as of December 31, 2008 shall be forefeited for no consideration effective as of such date, and any portion of such First
         Group of Options that are set forth in the second line of Exhibit A that has not vested as of December 31, 2010 shall be forfeited for
         no consideration effective as of such date.

   (b)   Options to purchase up to One Million Five Hundred Thousand (1,500,000) shares of Stock at an option exercise price of Six Dollars
         ($6.00) per share (the “Second Group of Options”) granted under the Original Option Agreement shall continue in effect, provided,
         however, that any portion of such Second Group of Options that has not vested as of January 1, 2011 shall be forefeited for no
         consideration effective as of such date.
The shares of Stock purchasable upon exercise of the Options are hereinafter sometimes collectively referred to as the “Option Shares.” The
Options are not intended to be, and shall not be treated as, incentive stock options (as such term is defined under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”)). Optionee understands and acknowledges that the Company granted the Options outside of,
and not as a part of, the K12 Inc. Amended and Restated Stock Option Plan. The Company shall reserve sufficient shares of Stock from its
authorized but unissued and not outstanding shares of Stock as set forth in its Certificate of Incorporation, for purposes of issuing Option
Shares to the Optionee upon the exercise of the Options in accordance with the terms set forth herein.
    2. Vesting Schedules. Subject to the other terms and conditions of this Agreement including, without limitation Section 3 below, the
Options shall vest and become exercisable as set forth below:
   (a)   The First Group of Options shall vest and become exercisable upon Optionee’s fulfillment of the vesting conditions set forth on
         Exhibit A attached hereto as determined in the sole discretion of the Company’s Compensation Committee.

   (b)   The Second Group of Options shall vest and become exercisable thereafter when the “fair market value” of the Company’s Stock is
         equal to or greater than Six Dollars ($6.00) per share (as adjusted for stock splits, combinations, recapitalizations and similar matters).
         For purposes hereof, “fair market value” means (i) the average closing price of a share of Stock on the principal exchange on which
         such shares are then trading, if any (or as reported on any composite index which includes such principal exchange), on the ten most
         recent trading days immediately prior to such date, or (ii) if such shares are not traded on an exchange but are quoted on NASDAQ or
         a successor quotation system, the average mean between the closing representative bid and asked prices for such shares on the ten
         most recent trading days immediately prior to such date as reported by NASDAQ or such successor quotation system; or (iii) in the
         event that clauses (i) and (ii) above are inapplicable, “fair market value” shall be determined in good faith by the Board of Directors
         of the Company (the “Board”).
    3. Termination of Options.
      (a) Subject to earlier termination as provided in the other provisions of this Agreement, the Options and all rights hereunder with respect
thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on December 31, 2012 (the “Option
Term”).
        (b) Upon termination of Optionee’s employment or engagement with the Company by reason of Optionee’s death, then the Options held
by Optionee to the extent not exercisable on the date of Optionee’s death shall terminate on the date of Optionee’s death. The Options, to the
extent exercisable on the date of Optionee’s death, may be exercised by Optionee’s estate, provided that such exercise occurs prior to the earlier
of: (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or
(ii) the expiration of the Option Term. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at
the end of the earliest of the periods specified in clauses (i) and (ii) of the immediately preceding sentence.
       (c) Upon termination of Optionee’s employment or engagement with the Company by reason of “permanent disability” (as determined
by the Board, or if Optionee has an employment or engagement agreement with the Company, then as determined pursuant to the applicable
provisions of said agreement, if any), then the Options held by Optionee to the extent not exercisable on the date of Optionee’s termination
shall terminate on the date of Optionee’s termination. The Options, to the extent exercisable on the date of Optionee’s termination, may

                                                                         2
be exercised by Optionee (or his personal representative), provided that such exercise occurs prior to the earlier of: (i) ninety (90) days after the
expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or (ii) the expiration of the Option
Term. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the earliest of
the periods specified in clauses (i) and (ii) of the immediately preceding sentence.
      (d) Upon termination of Optionee’s employment or engagement with the Company for “cause” (as determined by the Board, or if
Optionee has an employment or engagement agreement with the Company, then as determined pursuant to the applicable provisions of said
agreement, if any), the Options may be exercised by Optionee, but only to the extent that the Options were outstanding and exercisable on the
date of Optionee’s termination, provided that such exercise occurs within both the remaining Option Term and within ninety (90) days from the
date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at
the end of the Option Term or ninety (90) days after Optionee’s termination, whichever is earlier. The Options held by Optionee to the extent
not exercisable on the date of Optionee’s termination shall terminate on the date of Optionee’s termination.
        (e) If Optionee’s employment with the Company is terminated by Company for other than death, “permanent disability” or “cause” (as
such terms are used in paragraphs (c) and (d) above) or if Optionee resigns from employment with the Company, the Options, to the extent
exercisable on the date of Optionee’s termination, may be exercised by Optionee, provided that such exercise occurs prior to the earlier of:
(i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or
(ii) the expiration of the Option Term. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall
terminate at the end of the earliest of the periods specified in clauses (i) and (ii) of the immediately preceding sentence. The treatment and
consideration of all unvested Options held by Optionee on the date of Optionee’s termination shall be determined by the Board in its sole
discretion.
    4. Exercise of Options.
      (a) The Optionee may exercise the Options with respect to all or any part of the number of Option Shares then exercisable hereunder
from time to time by giving the Chief Financial Officer of the Company written notice of exercise. Each such notice of exercise shall specify
the number of Option Shares as to which the Options are to be exercised and the date of exercise thereof, which date shall be at least five days
(but not more than fifteen days) after the giving of such notice unless an earlier time shall have been mutually agreed upon by Optionee and the
Company.
      (b) Full payment of the option price for the Option Shares being purchased by the Optionee shall be made by the Optionee in cash (in
U.S. dollars) on or prior to the date of exercise specified in the notice of exercise.

                                                                          3
       (c) The Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased (out
of theretofore unissued Stock or reacquired Stock, as the Company may elect) as soon as is reasonably practicable after the full payment for
such Option Shares and satisfaction of all other conditions to exercise set forth in this Agreement.
     (d) If the Optionee fails to pay for any of the Option Shares specified in a notice of exercise or fails to accept delivery thereof, the
Optionee’s right to purchase such Option Shares shall terminate.
       (e) Notwithstanding any other provision of this Agreement, the Optionee’s right to exercise Options and be issued Option Shares is
subject to the conditions set forth in this Section 4(e) in addition to any other conditions set forth elsewhere in this Agreement. The Optionee
may not exercise any Options in whole or in part or be issued any Option Shares unless (i) the transaction is in compliance with all applicable
state and Federal securities laws, (ii) the transaction is exempt from the qualification and registration requirements of applicable state and
Federal securities laws, and (iii) the Company and the Optionee comply with any requirements applicable to the transaction, if any, that are
contained in any credit or loan agreement to which the Company is a party. In addition, the obligation of the Company to deliver Stock shall be
subject to the condition that if at any time the Company shall determine that the listing, registration, or qualification of the Options or the
Option Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body,
is necessary as a condition of, or in connection with, the Options or the issuance or purchase of Stock thereunder, the Options may not be
exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Board.
    5. Adjustment of and Changes in Stock of the Company. In the event of any change in the outstanding shares of Stock by reason of a
stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares, or the like, the Company’s Compensation
Committee shall appropriately adjust the number and kind of shares subject to the Options and the option price.
     6. No Rights of Stockholders. Neither the Optionee nor any personal representative shall be, or shall have any of the rights and privileges
of, a stockholder of the Company with respect to any shares of Stock purchasable or issuable upon the exercise of the Options, in whole or in
part, prior to the date certificates for shares of Stock are issued to the Optionee.
     7. Non-Transferability of Options. During the Optionee’s lifetime, the Options hereunder shall be exercisable only by the Optionee or
any guardian or legal representative of the Optionee, and the Options shall not be transferable except, in case of the death of the Optionee, by
will or the laws of descent and distribution, nor shall the Options be subject to attachment, execution, or other similar process. In the event of
(a) any attempt by the Optionee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Options, except as provided for herein, or
(b) the levy of any attachment, execution, or similar process upon the rights or interest hereby

                                                                          4
conferred, the Company may terminate the Options by notice to the Optionee and they shall thereupon become null and void.
    8. Employment/Engagement Not Affected. Neither the granting of the Options nor exercise thereof shall be construed as granting to the
Optionee any right with respect to continuance of employment or engagement with the Company or affect any right which the Company may
have to terminate the employment or engagement of Optionee.
    9. Amendment of Options. The Options may be amended by the Company’s Compensation Committee at any time (i) if the Company’s
Compensation Committee determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any addition to or
change in the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other
law or regulation, which change occurs after the date of grant of an Option and by its terms applies to the Option; or (ii) other than in the
circumstances described in clause (i), with the consent of the Optionee.
    10. Sale, Merger, Consolidation and Liquidation of the Company. In the event of a sale of the Company (whether by merger,
consolidation, sale of assets, sale of stock or otherwise), if the surviving or acquiring entity or purchaser does not expressly agree to assume the
Options issued hereunder, all Options issued hereunder which are unvested shall terminate and all Options issued hereunder which are vested
(including all Options that become vested as a result of a Vesting Acceleration Event) but not exercised prior to or as of the closing of such
event shall terminate. In the event of a dissolution or liquidation of the Company, all Options issued hereunder which are unvested shall
terminate and all Options issued hereunder which are vested but not exercised prior to such dissolution or liquidation shall terminate.

    11. Restrictions on Transfer of Option Shares and Related Provisions.
      (a) Except as otherwise expressly set forth in this Section 11, Optionee shall not, voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise, sell, transfer, assign, hypothecate, pledge or in any way alienate any Option Shares now or hereafter owned by
the Optionee or any right or interest therein (hereinafter, a “Transfer”) without the prior written consent of the Company’s Compensation
Committee, which the Compensation Committee may withhold in its sole discretion. Any attempt to consummate a Transfer in violation of this
Agreement shall be null and void.
       (b) Notwithstanding the restrictions contained in Section 11(a) above, (i) Optionee may Transfer Optionee’s Option Shares to the
Company or a designee of the Company, or (ii) Optionee may contribute Optionee’s Option Shares to a trust formed solely for the benefit of
Optionee and/or Optionee’s immediate family, or (iii) upon the death of Optionee, Optionee’s Option Shares may be transferred to Optionee’s
estate, personal representative or heirs by will or the laws of descent and distribution; provided , however , that as a condition to any transfer
under clause (i), (ii) or (iii) above, the transferee shall hold the Option Shares subject to the terms and conditions of this Agreement and the
transferee shall execute and deliver to the Company an agreement in form and substance satisfactory to the Company agreeing to be bound by
the terms and conditions of this Agreement.

                                                                          5
       (c) All Option Shares now or hereafter owned by Optionee shall be subject to all of the terms and conditions of this Agreement. All
certificates representing such Option Shares shall contain legends to the following effect:
  ANY SALE, TRANSFER, PLEDGE, ASSIGNMENT OR ENCUMBRANCE OF THIS SECURITY IS SUBJECT TO THE
  PROVISIONS OF A STOCK OPTION AGREEMENT BETWEEN THE CORPORATION AND THE STOCKHOLDER, DATED
  AS OF JULY 27, 2006, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION.
  THE OFFER AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN QUALIFIED
  OR REGISTERED UNDER ANY STATE OR FEDERAL SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED
  FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF EITHER QUALIFICATION AND REGISTRATION UNDER STATE
  AND FEDERAL SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH
  QUALIFICATION AND REGISTRATION IS NOT REQUIRED.
      (d) The provisions of Sections 11(a) and 11(b) shall terminate effective upon the consummation an underwritten public offering of shares
of Stock by the Company that results in such shares being listed for trading on a national securities exchange or being authorized for trading on
the NASDAQ National Market System.
    12. Representations.
      (a) By executing this Stock Option Agreement, Optionee represents and warrants to the Company that Optionee is acquiring the Options
for Optionee’s own account, for investment purposes only and not with the intent of distributing, transferring or selling all or any part of the
Options.
      (b) In connection with the exercise of any portion of the Options, Optionee represents and warrants to the Company as of the date of such
exercise as follows:
          (i) Optionee is acquiring the Stock for Optionee’s own account, for investment purposes only and not with the intent of distributing,
transferring or selling all or any part thereof in violation of applicable securities laws.
         (ii) Optionee acknowledges that the Stock has not been registered under any Federal or state securities laws and is being issued
pursuant to one or more exemptions from the registration and qualification requirements of such securities laws.

                                                                        6
         (iii) Optionee acknowledges that the Company is under no obligation to register or qualify the Stock and that the Stock may not be
sold unless it is so registered and qualified or an exemption from registration and qualification is available.
    13. Lock Up In Connection with Public Offering.
       (a) In order to induce the underwriters that may participate in a public offering of the Company’s equity securities to continue their
efforts in connection with such a public offering, the Optionee, during the period commencing 30 days prior to and ending 180 days after the
effective date of any underwritten public offering of the Company’s equity securities (except as part of such underwritten registration):
          (i) agrees not to (x) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Stock or any securities convertible
into or exercisable or exchangeable for Stock (including, without limitation, Stock or securities convertible into or exercisable or exchangeable
for Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and
Exchange Commission) or (y) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated
with the ownership of any Stock (regardless of whether any of the transactions described in clause (x) or (y) is to be settled by the delivery of
Stock, or such other securities, in cash or otherwise), without prior written consent of the lead managing underwriter of such public offering;
          (ii) agrees not to make any demand for, or exercise any right with respect to, the registration of any Stock or any securities convertible
into or exercisable or exchangeable for Stock, without the prior written consent of the lead underwriter; and
         (iii) authorizes the Company to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on the transfer
books and records of the Company with respect to any Stock and any securities convertible into or exercisable or exchangeable for Stock for
which the Optionee is the record holder and, in the case of any such shares or securities for which the Optionee is the beneficial but not the
record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such
books and records with respect to such shares or securities.
Upon the Company’s request, the Optionee agrees to execute any additional documents necessary or desirable to confirm Optionee’s
obligations set forth above and/or in connection with the enforcement of the foregoing provisions. The foregoing provisions shall survive the
death or incapacity of the Option and any obligations of the Optionee set forth above shall be binding upon the heirs, personal representatives,
successors and assigns of the Optionee.

                                                                            7
    14. Notice. Any notice to the Company provided for in this instrument shall be addressed as follows:
        K12 Inc.
        2300 Corporate Park Drive, Suite 200
        Herndon, Virginia 20171
        Attention: Compensation Committee
        With a copy to:
        K12 Inc.
        2300 Corporate Park Drive, Suite 200
        Herndon, Virginia 20171
        Attention: Office of the General Counsel
And any notice to the Optionee shall be addressed to the Optionee at the current address shown on the records of the Company.
Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail, postage prepaid.
      15. Income Tax Consequences. Optionee acknowledges, represents, and warrants that the Company has made no representations
whatsoever to Optionee concerning the specific Federal and/or state income tax and alternative minimum tax consequences to Optionee of the
Options or the exercise thereof, and Optionee shall be responsible for consulting with Optionee’s personal tax advisor regarding such matters.
Without limiting the generality of the foregoing, Optionee acknowledges that pursuant to Code Section 409A, an option that is granted with a
per share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of a share of Stock
on the date of grant (a “discount option”) may be considered “deferred compensation.” An option that is a “discount option” may result in
(i) income recognition by the Optionee prior to the exercise of the option, (ii) an additional twenty percent (20%) tax payable by Optionee, and
(iii) potential penalty and interest charges payable by Optionee. Optionee acknowledges that the Company cannot and has not guaranteed that
in the event of an examination the IRS will agree that the per share exercise price of the Stock that is subject to this Option equals or exceeds
the fair market value of a share of Stock on the date of grant. Optionee agrees that if the IRS determines that the Option was granted with a per
share exercise price that was less than the fair market value of a share of Stock on the date of grant, Optionee will be solely responsible for all
consequences to Optionee related to such a determination.
    16. Withholding Taxes. Whenever the Company issues or transfers shares of Stock hereunder, the Company shall have the right to require
the Optionee to remit to the Company an amount sufficient to satisfy any Federal, state, and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares. Alternatively, the Company may (but shall not be obligated to) issue or transfer such
shares of Stock net of the number of shares

                                                                         8
sufficient to satisfy the withholding tax requirements. For withholding tax purposes, the shares of Stock shall be valued on the date the
withholding obligation is incurred.
    17. Governing Law. The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by and
determined in accordance with the laws of the State of Delaware (without regard to conflicts of law principles), except to the extent preempted
by Federal law, which shall to such extent govern.
    18. Entire Agreement. This Agreement sets forth the entire agreement between the parties relating to the subject matter hereof and
supersedes any other prior understandings or agreements between the parties relating to such subject matter including, without limitation, the
Original Option Agreement and Sections 2.4 and 2.41 of the Employment Agreement.
      IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement effective as of the date first set forth above.

                                                              “Company”

                                                              K12 INC.
                                                              a Delaware corporation

                                                              By:       /s/ Andrew Tisch
                                                                        Andrew Tisch
                                                                        Chair, Compensation Committee


                                                                    “Optionee”

                                                                    /s/ Ronald J. Packard
                                                                    Ronald J. Packard


                                                                          9
                                                             EXHIBIT A


                                     VESTING CONDITIONS FOR FIRST GROUP OF OPTIONS

    Line   Number of Options            Vesting Conditions
1                600,000                ***
2              1,200,000                *** 1
3                200,000                Achievement of fiscal year 2008 EBITDA and Revenue targets to be determined by the Board


1                              ***

                                                                10
                                                                                                                                     Exhibit 10.9
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS. THE CONFIDENTIAL REDACTED
PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH REDACTIONS
ARE INDICATED WITH THREE ASTERISKS.


                                                        AMENDED AND RESTATED
                                                       EMPLOYMENT AGREEMENT
      THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of July 1, 2007 (the
“Effective Date”) between K12 INC. , a Delaware corporation (“Company”), and RONALD J. PACKARD (“Executive”), on the following
terms and conditions:

SECTION 1. EMPLOYMENT .
      1.1 Responsibilities . Company hereby employs Executive on the terms and conditions set forth in this Agreement and Executive hereby
accepts such employment. Executive shall serve as the Chief Executive Officer of Company. Executive also shall serve as a member of the
Board of Directors of Company and agrees to hold such other executive position(s) with Company and/or its affiliates as the Board of Directors
or Executive Committee shall from time to time designate. Executive shall perform such duties and responsibilities commensurate with
Executive’s position(s) as may be required by Company from time to time, and Executive further recognizes that he will be required to travel in
the ordinary course of performing his responsibilities. Executive shall carry out all of his employment responsibilities in an efficient,
trustworthy, effective and businesslike manner.
       1.2 Exclusive Employment . Executive shall devote Executive’s full business time to Executive’s responsibilities under this Agreement.
Without limiting the generality of the foregoing, Executive shall not render services of a business, professional or commercial nature to any
other person, firm or corporation, whether for compensation or otherwise, except that Executive may engage in the following activities so long
as such activities do not interfere with Executive’s ability to comply with this Agreement and are not otherwise in conflict with the policies or
interests of Company: (a) civic, philanthropic and community service activities, (b) serving as a director or advisory board member of one
outside company, and (c) publishing, solely on Executive’s personal time, screen plays, novels and other writings for which Executive may
receive and retain separate compensation. Executive may not serve on any other outside boards of directors without prior approval of the
Board.

SECTION 2. COMPENSATION AND OTHER BENEFITS .
       2.1 Compensation/Deductions . In consideration of Executive’s employment, Executive shall receive from Company while Executive is
employed with Company the compensation and benefits described in this Section 2 as full and complete satisfaction of all of Company’s
obligations to Executive arising from Executive’s employment. The compensation and employee benefits made available to Executive pursuant
to this Agreement may be changed only by the written agreement of the parties. Executive authorizes Company to deduct and withhold from all
compensation to be paid to Executive any and all sums required to be deducted or withheld by Company (including, but not limited to, income
tax withholding and payroll taxes) pursuant to the provisions of all applicable laws, regulations, rulings or ordinances of the United States and
any other applicable jurisdiction.
      2.2 Compensation . Executive shall receive, as a fixed base salary for the full time employment referred to in Section 1 hereof and all
other obligations of Executive hereunder, compensation at the rate of Four Hundred Twenty-Five Thousand Dollars ($425,000) per year
payable not less frequently than monthly in accordance with Company’s standard payroll practices as in effect from time to time
(“Compensation”). At the request of Executive, the Board of Directors shall review Executive’s Compensation annually and determine in its
sole and absolute discretion whether to grant Executive any increase in Compensation based on the performance of Executive and Company.
      2.3 Bonus . Executive may receive a bonus in the sole and absolute discretion of the Board of Directors of Company, which bonus shall
not exceed an amount equal to one hundred (100) percent of Executive’s fixed base salary.
       2.4 Stock Options . Company will grant to Executive (subject to certain conditions) (i) stock options to purchase up to eight hundred
thousand (800,000) shares of Common Stock of Company at an exercise price of Two Dollars and Sixty-Eight Cents ($2.68) per share, 228,571
of which shall vest on each of June 30, 2008, June 30, 2009 and June 30, 2010, and 114,287 of which shall vest on January 1, 2011, provided
that Executive remains employed by Company or its affiliates on each such date, and (ii) stock options to purchase shares of Common Stock of
Company as listed in Exhibit A at an exercise price of Two Dollars and Sixty-Eight Cents ($2.68) per share, which shall vest upon the
satisfaction of the performance objectives identified in Exhibit A provided that Executive remains employed by Company or its affiliates on the
applicable vesting dates. Except as set forth in this Section 2.4, all such stock options shall be subject to the terms of Company’s Stock Option
Plan (the “Plan”) and Company’s form of Stock Option Agreement under the Plan (the “Stock Option Agreement”). In addition, upon the
occurrence of a Vesting Acceleration Event (as defined in the Stock Option Agreement), all outstanding stock options held by Executive
immediately prior to the date of such event shall become fully vested and exercisable. At the request of Executive, the Board of Directors shall
review the role, responsibility and performance of Executive and Company annually and determine in its sole and absolute discretion whether
to grant Executive any additional stock options and, if so, the exercise price and terms thereof.
      2.5 Previously Granted Stock Options . The stock options listed in the chart below that were previously granted by Company to
Executive pursuant to the Stock Option Agreement entered into as of July 27, 2006, by and between Company and Executive (the “Previous
Option Agreement”) shall continue in effect subject to the terms of the Amended and Restated Stock Option Agreement entered into as of
July 12, 2007 (the “Amended and Restated Option Agreement”) which supersedes and replaces in its entirety the Previous Option Agreement;
provided, however, that such stock options set forth in the first and third rows of the chart that have not vested as of December 31, 2008 shall
be forfeited for no consideration effective as of such date, and such stock options set forth in the second row of the chart that have not vested as
of December 31, 2010 shall be forfeited for no consideration effective as of such date.

                                                                          2
      Shares Subject to               Exercise                                                   Vesting
       Stock Options                   Price
         600,000                    $ 1.50              *** 1

        1,200,000                   $ 1.50              *** 2

         200,000                    $ 1.50              Achievement of fiscal year ending June 30, 2008 EBITDA and Revenue targets to be
                                                        determined by the Board 3
In addition, the stock options previously granted to Executive to purchase 1,500,000 shares of Common Stock of the Company at an exercise
price of $6.00 per share set forth in Section 1(d) of the Previous Option Agreement shall continue in effect subject to the terms of the Amended
and Restated Option Agreement; provided, however, that such stock options shall be forfeited for no consideration effective as of January 1,
2011, to the extent such stock options have not vested as of such date. All other stock options granted to Executive pursuant to the Previous
Option Agreement that have not vested as of the Effective Date, unless otherwise provided in the Amended and Restated Option Agreement,
shall be forfeited for no consideration as of such date.
      2.6 Expense Reimbursement . Company shall reimburse Executive for reasonable and necessary out-of-pocket business expenses
incurred by Executive in the performance of Executive’s responsibilities hereunder and within the operating budget of Company, subject to
Company’s business expense reimbursement policies in effect from time to time, including submission to Company of a written accounting of
such expenses, which accounting shall include an itemized list of the expenses incurred, the business purposes for which such expenses were
incurred, and appropriate receipts and supporting documentation.
       2.7 Vacation . Executive shall be entitled to paid vacation for each full year of Executive’s employment with Company (prorated for any
partial year) in accordance with Company vacation policy in effect from time to time (which as applied to Executive shall not be


1                                  This provision shall survive until December 31, 2008.

2                                  This provision shall survive until December 31, 2010, ***

3                                  This provision shall survive until December 31, 2008.

                                                                        3
less than 3 weeks of vacation for each full year of employment). Said vacation time shall be planned consistent with Executive’s duties and
obligations hereunder.
    2.8 Other Benefits . Executive shall be entitled to participate in all group employment benefits that are offered by Company to
Company’s employees in general, subject to the terms and conditions of such benefit plans including any eligibility requirements.

SECTION 3. EMPLOYMENT TERM AND TERMINATION .
       3.1 Term . The term of this Agreement shall commence as of the Effective Date and shall expire on January 1, 2011 (the “Employment
Term”), unless terminated earlier as provided in Section 3.2, 3.3, 3.4, 3.5, 3.7 or 3.8 below. In the event that Executive remains in the
employment of Company after the expiration of the Employment Term, Executive’s employment with Company shall be on an “at will” basis
and may be terminated by either party at any time by notice to the other party. Upon termination of employment, Executive shall not be entitled
to receive any compensation, payments or benefits of any nature whatsoever, except as specifically provided in Section 3.2, 3.3, 3.4, 3.5, 3.7 or
3.8 below.
      3.2 Termination Upon Death . Executive’s employment with Company shall terminate upon the death of Executive. In the event of such
termination, Company shall continue to pay to the estate of Executive Executive’s Compensation in accordance with Section 2.2 for a period of
one hundred and eighty (180) days after the date of such termination.
      3.3 Termination Upon Disability . Executive’s employment with Company shall terminate upon the “disability” of Executive. In the
event of such termination, Company shall pay to Executive any unpaid Compensation to the extent earned and payable as of the date of
termination. As used herein, the term “disability” shall mean a physical or mental disability that renders Executive unable to perform
Executive’s normal duties for Company for a period of 90 or more days as determined in the good faith judgment of the Board of Directors of
Company.
        3.4 Termination for Cause . Company shall have the right to terminate Executive’s employment for “Cause” by written notice to
Executive. In the event of such termination, Company shall pay to Executive any unpaid Compensation to the extent earned and payable as of
the date of termination. For purposes of this Agreement, a termination shall be for Cause if Executive shall: (i) commit a material act of fraud,
dishonesty, embezzlement or misappropriation involving Company or any of its affiliates, (ii) be convicted of, or enter a plea of guilty or no
contest to, any felony, (iii) materially breach this Agreement, (iv) willfully fail or habitually neglect to perform Executive’s material
responsibilities under this Agreement, or (v) engage in any illegal conduct that materially adversely affects the reputation of Company and/or
its relationship with its employees, customers or suppliers.
       3.5 Termination Without Cause and Portability of Options . In the event Company terminates Executive’s employment prior to the
expiration of the Employment Term for other than death, disability or Cause, which Company shall have the absolute right to do, Company
shall continue to pay to Executive, as severance pay, Executive’s Compensation in accordance with Section 2.2 for the balance of the
Severance Period (as defined below). As used

                                                                         4
herein, the “Severance Period” means the period commencing on the date of termination of employment and ending eighteen (18) months
thereafter. In addition, the Stock Option Agreement to be entered into between the Company and Executive, pursuant to Section 2.4 above,
shall provide that upon a Termination Without Cause, Executive shall be afforded an extended exercise period for all vested stock options held
by Executive as of the date of termination of employment until the earlier of ninety (90) days after the expiration of any “lock-up” period
applicable to the Company’s initial underwritten public offering of Common Stock, or the expiration of the Option Term. The treatment and
consideration of all unvested stock options at the time of such termination will be determined by the Board of Directors in its sole discretion.
      3.6 Termination after Employment Term . In the event either party terminates Executive’s employment after the expiration of the
Employment Term, which either party shall have the absolute right to do, Company shall pay to Executive any unpaid Compensation to the
extent earned and payable as of the date of termination.
        3.7 Constructive Termination . If there is a material reduction in Executive’s duties, responsibilities or title as provided in Section 1.1 of
this Agreement (a “Constructive Termination”), such an action will be deemed to be a Termination Without Cause and Executive shall be
entitled to severance pay as provided in Section 3.5 and all other benefits he is entitled to under this contract as a Termination Without Cause.
       3.8 Termination by Executive . If Executive voluntarily elects to terminate his employment with the Company by resignation for any
reason prior to the end of the term of this Agreement, Executive shall not be entitled to any severance pay or benefits, except Executive shall be
entitled to any unpaid salary , reimbursable expenses, and accrued vacation time until the date of termination.

SECTION 4. COVENANTS OF EXECUTIVE .
       4.1 Confidential Information . Executive acknowledges that Executive’s services previously rendered to Company and to be rendered to
Company place Executive in a position of confidence and trust with Company and have allowed and will continue to allow Executive access to
Confidential Information (as defined below). Executive agrees that at all times during which Executive is receiving any compensation from
Company (including any severance pay) and for a period of three (3) years thereafter, Executive will maintain the Confidential Information in
strictest confidence and will not, unless required to do so in the ordinary course of Company’s operations, disclose to any person, or use for
Executive’s own personal use or financial gain, whether individually or on behalf of another person, any Confidential Information. Without
limiting the generality of the foregoing, Executive acknowledges that Company’s agreements and/or relationships with other persons may
impose obligations or restrictions regarding the confidential nature of work or information relating to such persons, and Executive agrees to be
bound by all such obligations and restrictions. As used herein, “Confidential Information” shall mean information and compilations of
information relating to Company and/or its business including, but not limited to, information regarding any trade secrets, proprietary
knowledge, operating procedures, finances, financial condition,

                                                                           5
       ownership, organization, employees, customers, clients, suppliers, distributors, agents, and other personnel, business activities, budgets,
strategic or financial plans, objectives, marketing plans, products, services, price and price lists, operating and training materials, data bases and
analyses and all other documents relating thereto or strategies of Company; provided , however , that Confidential Information shall not include
information that is or becomes generally known to the public through no act or omission of Executive.
       4.2 Intellectual Property Rights . Executive shall assign and transfer to Company, and does hereby assign and transfer to Company, all
right, title and interest in and to all Company IP (as defined below). All Company IP is and shall be the sole property of Company. Executive
shall disclose all Company IP promptly in writing to Company. Upon the request of Company, Executive shall promptly execute a written
assignment of title to Company for all Company IP, and Executive will preserve all such Company IP as Confidential Information. As used
herein, “Company IP” shall mean all inventions and intellectual property rights (including, but not limited to, designs, discoveries, inventions,
improvements, ideas, devices, techniques, processes, writings, trade secrets, trademarks, patents, copyrights and all other intellectual property
rights including, without limitation, notes, records, reports, software, plans, memoranda and other tangible information relating to such
intellectual property, whether or not subject to protection under applicable laws) that Executive solely or jointly with others conceives, makes,
acquires, suggests or participates in at any time during Executive’s employment with Company and that relate to the actual or demonstrably
anticipated business, products, processes, work, operations, research and development or other activities of Company.
      4.3 Non-Interference . During the Restricted Period (as defined below), Executive shall not directly or indirectly, individually, or
together with, or through any other person: (i) in any manner discourage any person which is or has been a customer or supplier of Company
from continuing its relationship with Company, (ii) approach, counsel, or attempt to induce any person who is then in the employ of or an
independent contractor of Company, to leave their employment or engagement, or employ, engage or attempt to employ or engage any such
person, or (iii) aid or counsel any other person to do any of the above. As used herein, the “Restricted Period” means the period during which
Executive is receiving any compensation from Company (including any severance pay) and for a period of one (1) year thereafter.
      4.4 Exclusivity . During the Restricted Period Executive shall not directly or indirectly on Executive’s own behalf or on behalf of any
other person: (a) engage in; (b) own or control any interest in (except as a passive investor of less than 1% of the publicly traded stock of a
publicly held company); (c) act as a director, officer, manager, employee, trustee, agent, partner, joint venturer, participant, consultant of or be
obligated to, or be connected in any advisory, business or ownership capacity with; (d) lend credit or money for the purpose of the establishing
or operating; or (e) allow Executive’s name or reputation to be used by or in, any business, venture, activity or organization (including any
non-profit organization) that directly competes with the Company or its business (collectively, the “Restricted Business”).
      4.5 Return of Records, Equipment and Confidential Information . Upon the earlier of termination of Executive’s employment hereunder
or request by Company, Executive shall promptly return to Company: (i) all Confidential Information and all documents, records,

                                                                          6
procedures, books, notebooks, and any other documentation in any form whatsoever (including, but not limited to, written, audio, video or
electronic) containing any information pertaining to Company which includes Confidential Information, including any and all copies of such
documentation then in Executive’s possession or control regardless of whether such documentation was prepared or compiled by Executive,
Company, other employees of Company, representatives, agents, or independent contractors, and (ii) all equipment or tangible personal
property entrusted to Executive by Company. Executive will not retain any original, copy, description, document, data base or other form of
media that contains or relates to any Confidential Information whether produced by Executive or otherwise. Without limiting the generality of
the foregoing, Executive shall permanently delete all Confidential Information from all computers, disks, CD-ROMS, tapes, and other media
owned or used by or accessible to Executive, other than from any of the foregoing owned, used or controlled by Company. Executive
acknowledges that all Confidential Information and all such documentation, copies of such documentation, equipment, and tangible personal
property are and shall at all times remain the sole and exclusive property of Company.
       4.6 Post-Employment Cooperation . Executive agrees that following Executive’s termination of employment with Company, Executive
shall cooperate and assist Company at Company’s expense in any dispute, controversy, or litigation in which Company may be involved and
with respect to which Executive obtained knowledge while employed by Company or any of its affiliates, successors, or assigns, including, but
not limited to, Executive’s participation in any court or arbitration proceedings, giving of testimony, signing of affidavits, or such other
personal cooperation as counsel for Company shall reasonably request.

SECTION 5. REPRESENTATIONS BY EXECUTIVE . Executive represents and warrants that:
      (a) Executive is free to enter into and perform each of the terms and conditions of this Agreement. Executive is not subject to any
agreement, judgment, order or restriction that would be violated by Executive being employed by Company or that in any way restricts the
services that may be rendered by Executive for Company. Executive’s execution of this Agreement and performance of Executive’s obligations
under this Agreement does not and will not violate or breach any other agreement between Executive and any other person or entity.
       (b) Executive has carefully considered the nature and extent of the restrictions and covenants in this Agreement and Executive agrees that
they will not prevent Executive from earning a livelihood after employment with Company and that they are fair, reasonable and necessary to
protect and maintain the proprietary interests, goodwill and other legitimate business interests of Company in view of the following facts:
(i) Executive will hold a position of confidence and trust with Company as a result of Executive’s employment with Company, access to
confidential financial and other information, and relationship with the customers, suppliers and other employees of Company, (ii) it would be
impossible for Executive to be employed or engaged in the Restricted Business without inevitably using Company’s proprietary information,
and (iii) Executive has broad skills that will permit gainful employment in many areas and businesses outside the scope of Company’s business.

                                                                        7
       (c) Executive acknowledges that but for the above representations and warranties of Executive, Company would not employ Executive or
enter into this Agreement.

SECTION 6. ASSIGNABILITY .
      This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, executors, administrators, personal
representatives, successors, and permitted assigns. Company may assign its rights or delegate its duties under this Agreement at any time and
from time to time. The parties acknowledge that this Agreement is personal to Executive and that the availability of Executive to perform
services and the covenants provided by Executive hereunder have been a material consideration for Company to enter into this Agreement.
Accordingly, Executive may not assign any of Executive’s rights or delegate any of Executive’s duties under this Agreement, either voluntarily
or by operation of law, without the prior written consent of Company, which may be given or withheld by Company in its sole and absolute
discretion.

SECTION 7. NOTICES .
      All notices, requests, demands or other communications hereunder shall be deemed to have been duly given when delivered, addressed as
follows (or at such other address as the addressed party may have substituted by notice pursuant to this Section 7):

      If to Executive:       At Executive’s address as it appears
                             in the records of Company

      If to Company:         K12 INC.
                             2300 Corporate Park Drive, Suite 200
                             Herndon, Virginia 22102
                             Attention: Executive Committee

                             with a copy (not itself
                             constituting notice)
                             to:

                             K12 INC.
                             2300 Corporate Park Drive, Suite 200
                             Herndon, Virginia 22102
                             Attention: Office of the General Counsel
                             Fax: (703) 483-7496

SECTION 8. MISCELLANEOUS .
      8.1 Entire Agreement . This Agreement supersedes the Employment Agreement, dated as of January 1, 2006 between the Company and
the Executive. This Agreement and the Amended and Restated Option Agreement embodies the entire representations, warranties, covenants
and agreements in relation to the subject matter hereof.

                                                                        8
No other representations, warranties, covenants, understandings or agreements in relation hereto exist between the parties except as otherwise
expressly provided herein.
      8.2 Amendment . This Agreement may not be amended except by an instrument in writing duly executed by the parties hereto.
      8.3 Applicable Law . This Agreement has been made and executed under, and will be construed and interpreted in accordance with, the
laws of the State of Delaware excluding conflict of law principles.
       8.4 Provisions Severable . Every provision of this Agreement is intended to be severable from every other provision of this Agreement. If
any provision of this Agreement is held to be void or unenforceable, in whole or in part, or unreasonable or excessive in scope or duration with
the result that such provision (or portion thereof) as drafted is void or unenforceable, such provision shall be deemed to be reformed to the
minimum extent necessary so that such provision as reformed may and shall be legally enforceable. If any provision of this Agreement is held
to be void or unenforceable, in whole or in part, and cannot be reformed and made enforceable as provided in the immediately preceding
sentence, the remaining provisions will remain in full force and effect.
       8.5 Non-Waiver of Rights and Breaches . Any waiver by a party of any breach of any provision of this Agreement will not be deemed to
be a waiver of any subsequent breach of that provision, or of any breach of any other provision of this Agreement. Except as otherwise
provided in Section 8.6 below, no failure or delay in exercising any right, power, or privilege granted to a party under any provision of this
Agreement will be deemed a waiver of that or any other right, power, or privilege. No single or partial exercise of any right, power, or privilege
granted to a party under any provision of this Agreement will preclude any other or further exercise of that or any other right, power, or
privilege.
      8.6 Expiration of Claims . All claims that any party has against the other must be presented in writing within one year of the date the
claiming party knew or should have known of the facts giving rise to the claim, or, with respect to claims related to termination of Executive’s
employment, within one year of the date of termination of employment. Any claim not brought within said time period shall be waived and
forever barred unless the party against whom such claim is made agrees to waive such time period.
       8.7 Remedies . Executive agrees that in the event of any actual or threatened material breach of this Agreement by Executive, Company
shall be entitled to specific performance, injunctive relief and other similar equitable remedies.
      8.8 Interpretation of Agreement . Each of the parties has had the opportunity to be represented by counsel in the negotiation and
preparation of this Agreement. The parties agree that this Agreement is to be construed as jointly drafted. Accordingly, this Agreement will be
construed according to the fair meaning of its language, and the rule of construction that ambiguities are to be resolved against the drafting
party will not be employed in the interpretation of this Agreement.

                                                                         9
      8.9 Survival of Provisions . The provisions of Sections 4, 5, 6, 7 and 8 of this Agreement shall survive the Employment Term and any
termination of this Agreement in accordance with their respective terms.
      8.10 Gender and Number . Concerning the words used in this Agreement, the singular form shall include the plural form, the masculine
gender shall include the feminine or neuter gender, and vice versa, as the context requires, and the word “person” shall include any natural
person, partnership, corporation, limited liability company, association, trust, estate or other legal entity.
       8.11 Headings . The headings of the Sections and Paragraphs of this Agreement are inserted for ease of reference only, and will have no
effect in the construction or interpretation of this Agreement.
      8.12 Counterparts . This Agreement and any amendment or supplement to this Agreement may be executed in two or more counterparts,
each of which will constitute an original but all of which will together constitute a single instrument. Transmission by facsimile
         of an executed counterpart signature page hereof by a party hereto shall constitute due execution and delivery of this Agreement by such
party.
       8.13 Section 409A. Notwithstanding anything to the contrary in this Agreement, no payments contemplated by this Agreement will be
paid during the six-month period following Executive’s termination of employment unless Company determines, in its good faith judgment,
that paying such amounts at the time or times indicated in this Section 8.13 would not cause Executive to incur an additional tax under
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related Department of Treasury guidance (including such
Department of Treasury guidance as may be issued after the Effective Date) (in which case such amounts shall be paid at the time or times
indicated in this Section 8.13). If the payment of any amounts are delayed as a result of the previous sentence, on the first day following the end
of the six-month period, Company will pay Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been
previously paid to Executive under this Agreement during such six month period. Thereafter, payments will resume in accordance with this
Agreement.
      Additionally, in the event that following the Effective Date Company reasonably determines that any compensation or benefits payable
under this Agreement may be subject to Section 409A of the Code, Company and Executive shall work together to adopt such amendments to
this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any
other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement
from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this
Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.


                                                              [signature page follows]

                                                                         10
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above
written.

                                                            “Company”


                                                            K12 INC.
                                                            a Delaware corporation


                                                            By:   /s/ Andrew Tisch
                                                                  Andrew Tisch
                                                                  Chair, Compensation Committee



                                                            /s/ Ronald J. Packard
                                                            Ronald J. Packard

                                                                   11
                                                            EXHIBIT A


                                         NUMBER OF OPTIONS AND VESTING CONDITIONS

Number of Options   Vesting Conditions
750,000             ***

400,000             One third of such stock options shall vest for each of the 2008, 2009 and 2010 fiscal years based upon achievement of
                    EBITDA and Revenue targets consistent with internal models developed in connection with the Company’s initial
                    public offering and mutually agreed to by Executive and the Board for fiscal years 2008, 2009 and 2010.

400,000             Achievement of a smooth and successful transition of the Company from a private to a public company, as determined
                    by the Board in its sole discretion.

                                                                  12
                                                                                                                                  Exhibit 10.17
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS. THE CONFIDENTIAL REDACTED
PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH REDACTIONS
ARE INDICATED WITH THREE ASTERISKS.


                                                      STOCK OPTION AGREEMENT


                                                                 Pursuant To


                                                                K12 INC.
                                                           STOCK OPTION PLAN
      THIS STOCK OPTION AGREEMENT (“Agreement”), is entered into as of July 12, 2007, by and between K12 INC. , a Delaware
corporation (the “Company”), and Ronald J. Packard (the “Optionee”).


                                                                  RECITALS
      WHEREAS, the Company has adopted, with stockholder approval, the K12 Inc. Stock Option Plan (as amended from time to time, the
“Plan”); and
      WHEREAS, the Plan provides for the granting of Stock Options by the Board to directors, officers, employees and independent
contractors of the Company to purchase shares of Common Stock of the Company (the “Stock”) in accordance with the terms and provisions
thereof; and
      WHEREAS, the Board considers the Optionee to be a person who is eligible for a grant of Stock Options under the Plan, and has
determined that it would be in the best interests of the Company to grant the Stock Options documented herein.
         NOW THEREFORE, the parties agree as follows:
     1. Grant of Stock Options. Subject to the terms and conditions hereinafter set forth, the Company, with the approval and at the direction
of the Board, hereby grants to the Optionee, as of the date hereof, the followings option to purchase shares of Stock (the “Options”).
   (a)     Options to purchase up to Eight Hundred Thousand (800,000) shares of Stock at an option exercise price of Two Dollars and
           Sixty-Eight Cents ($2.68) per share (the “First Group of Options”); and

   (b)     Options to purchase up to One Million Five Hundred and Fifty Thousand (1,550,000) shares of Stock at an option exercise price of
           Two Dollars and Sixty-Eight Cents ($2.68) per share (the “Second Group of Options”).
The shares of Stock purchasable upon exercise of the Options are hereinafter sometimes collectively referred to as the “Option Shares.” The
Options are not intended to be, and shall
not be treated as, incentive stock options (as such term is defined under Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”)).
    2. Vesting Schedule. Subject to the provisions of Section 3 below and provided that the Optionee remains employed by the Company or its
Affiliates on the applicable vesting dates, the Options shall vest and become exercisable as provided below:
   (a)   The First Group of Options shall vest and become exercisable in installments of 228,571 Options on each of June 30, 2008, June 30,
         2009 and June 30, 2010, and an installment of 114,287 Options on January 1, 2011;

   (b)   The Second Group of Options shall vest and become exercisable upon Optionee’s fulfillment of the vesting conditions set forth on
         Exhibit A attached hereto as determined in the sole discretion of the Compensation Committee of the Board.
        Notwithstanding the foregoing, upon the occurrence of a Vesting Acceleration Event all unvested Options shall automatically accelerate
and become immediately vested as of the date of the Vesting Acceleration Event. As used herein, a “Vesting Acceleration Event” means the
occurrence of any of the following events while Optionee is employed with the Company: (i) a sale of all or substantially all of the assets of the
Company, or (ii) a merger or consolidation of the Company into or with another corporation which results in the Company’s stockholders
immediately prior to such transaction owning less than fifty percent (50%) of the Company’s voting power immediately after such transaction,
or (iii) a sale of outstanding securities of the Company by stockholders of the Company (but excluding any sale in connection with an initial
public offering) which results in the Company’s stockholders immediately prior to such transaction owning less than fifty percent (50%) of the
Company’s voting power immediately after such transaction.
    3. Termination of Options.
      (a) Subject to earlier termination as provided in the other provisions of this Agreement, the Options and all rights hereunder with respect
thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on July 12, 2015 (the “Option Term”).
      (b) Upon the death of Optionee, the Options may be exercised, but only to the extent that the Options were outstanding and exercisable
on the date of death, by Optionee’s estate, provided that such exercise occurs within both the remaining Option Term and six months after
Optionee’s death. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end of the
Option Term or six months after Optionee’s death, whichever is earlier. The Options held by Optionee to the extent not exercisable on the date
of Optionee’s death shall terminate upon Optionee’s death.
      (c) Upon termination of Optionee’s employment or engagement with the Company by reason of permanent disability (as determined by
the Board, or if Optionee has an

                                                                         2
employment or engagement agreement with the Company, then as determined pursuant to the applicable provisions of said agreement, if any),
the Options may be exercised by Optionee, but only to the extent that the Options were outstanding and exercisable on the date of Optionee’s
termination, provided that such exercise occurs within both the remaining Option Term and within six months from the date of Optionee’s
termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the
Option Term or six months after Optionee’s termination, whichever is earlier. The Options held by Optionee to the extent not exercisable on
the date of Optionee’s termination shall terminate on the date of Optionee’s termination.
      (d) Upon Optionee’s termination of employment or engagement with the Company by resignation or upon termination of Optionee’s
employment or engagement with the Company for cause (as that term is defined in the Plan), all Options granted to Optionee shall terminate on
the date of termination of employment or engagement.
       (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described in paragraphs (b),
(c) or (d) of this Section 3, then the Options held by Optionee to the extent not exercisable on the date of Optionee’s termination shall terminate
on the date of Optionee’s termination. The Options, to the extent exercisable on the date of Optionee’s termination, may be exercised by
Optionee, provided that such exercise occurs within both the remaining Option Term and within three months from the date of Optionee’s
termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the
Option Term or three months after Optionee’s termination, whichever is earlier. Notwithstanding the foregoing, if Optionee’s employment or
engagement with the Company is terminated by the Company without “Cause” or due to “Constructive Termination” (as those terms are
defined in the Amended and Restated Employment Agreement between Optionee and the Company, effective as of July 1, 2007), the Options
held by Optionee to the extent exercisable on the date of Optionee’s termination may be exercised by Optionee until, and shall terminate upon,
the earlier of (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering
of Stock, or (ii) the expiration of the Option Term.
    4. Exercise of Options.
       (a) The Optionee may exercise the Options with respect to all or any part of the number of Option Shares then exercisable hereunder by
giving the Chief Financial Officer of the Company written notice of exercise. The notice of exercise shall specify the number of Option Shares
as to which the Options are to be exercised and the date of exercise thereof, which date shall be at least five days (but not more than fifteen
days) after the giving of such notice unless an earlier time shall have been mutually agreed upon by Optionee and the Company.
      (b) Full payment of the option price for the Option Shares being purchased by the Optionee shall be made by the Optionee in cash (in
U.S. dollars) prior to the date of exercise specified in the notice of exercise.

                                                                         3
       (c) The Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased (out
of theretofore unissued Stock or reacquired Stock, as the Company may elect) as soon as is reasonably practicable after the full payment for
such Option Shares and satisfaction of all other conditions to exercise set forth in this Agreement.
     (d) If the Optionee fails to pay for any of the Option Shares specified in a notice of exercise or fails to accept delivery thereof, the
Optionee’s right to purchase such Option Shares shall terminate.
       (e) Notwithstanding any other provision of this Agreement, the Optionee’s right to exercise Options and be issued Option Shares is
subject to the conditions set forth in this Section 4(e) in addition to any other conditions set forth elsewhere in this Agreement. The Optionee
may not exercise any Options in whole or in part or be issued any Option Shares unless (i) the transaction is in compliance with all applicable
state and Federal securities laws, (ii) the transaction is exempt from the qualification and registration requirements of applicable state and
Federal securities laws, and (iii) the Company and the Optionee comply with any requirements applicable to the transaction, if any, that are
contained in any credit or loan agreement to which the Company is a party. In addition, the obligation of the Company to deliver Stock shall be
subject to the condition that if at any time the Company shall determine that the listing, registration, or qualification of the Options or the
Option Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body,
is necessary as a condition of, or in connection with, the Options or the issuance or purchase of Stock thereunder, the Options may not be
exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Board.
    5. Adjustment of and Changes in Stock of the Company. In the event of any change in the outstanding shares of Stock by reason of a
stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares, or the like, the Board shall appropriately
adjust the number and kind of shares of Stock subject to the Options and the option price.
     6. No Rights of Stockholders. Neither the Optionee nor any personal representative shall be, or shall have any of the rights and privileges
of, a stockholder of the Company with respect to any shares of Stock purchasable or issuable upon the exercise of the Options, in whole or in
part, prior to the date certificates for shares of Stock are issued to the Optionee.
     7. Non-Transferability of Options. During the Optionee’s lifetime, the Options hereunder shall be exercisable only by the Optionee or
any guardian or legal representative of the Optionee, and the Options shall not be transferable except, in case of the death of the Optionee, by
will or the laws of descent and distribution, nor shall the Options be subject to attachment, execution, or other similar process. In the event of
(a) any attempt by the Optionee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Options, except as provided for herein, or
(b) the levy of any attachment, execution, or similar process upon the

                                                                          4
rights or interest hereby conferred, the Company may terminate the Options by notice to the Optionee and they shall thereupon become null
and void.
    8. Employment/Engagement Not Affected. Neither the granting of the Options nor exercise thereof shall be construed as granting to the
Optionee any right with respect to continuance of employment or engagement with the Company or affect any right which the Company may
have to terminate the employment or engagement of Optionee.
     9. Amendment of Options. The Options may be amended by the Board at any time (i) if the Board determines, in its reasonable discretion,
that amendment is necessary or advisable in the light of any addition to or change in the Internal Revenue Code of 1986, as amended, or in the
regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the date of grant of an
Option and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of the Optionee.
    10. Sale, Merger, Consolidation and Liquidation of the Company. In the event of a sale of the Company (whether by merger,
consolidation, sale of assets, sale of stock or otherwise), if the surviving or acquiring entity or purchaser does not expressly agree to assume the
Options issued hereunder, all Options issued hereunder which are unvested shall terminate and all Options issued hereunder which are vested
(including all Options that become vested as a result of a Vesting Acceleration Event) but not exercised prior to or as of the closing of such
event shall terminate. In the event of a dissolution or liquidation of the Company, all Options issued hereunder which are unvested shall
terminate and all Options issued hereunder which are vested but not exercised prior to such dissolution or liquidation shall terminate.

11. Restrictions on Transfer of Option Shares and Related Provisions.
      (a) Except as otherwise expressly set forth in this Section 11, Optionee shall not, voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise, sell, transfer, assign, hypothecate, pledge or in any way alienate any Option Shares now or hereafter owned by
the Optionee or any right or interest therein (hereinafter, a “Transfer”) without the prior written consent of the Board, which the Board may
withhold in its sole discretion. Any attempt to consummate a Transfer in violation of this Agreement shall be null and void.
       (b) Notwithstanding the restrictions contained in Section 11(a) above, (i) Optionee may Transfer Optionee’s Option Shares to the
Company or a designee of the Company, or (ii) Optionee may contribute Optionee’s Option Shares to a trust formed solely for the benefit of
Optionee and/or Optionee’s immediate family, or (iii) upon the death of Optionee, Optionee’s Option Shares may be transferred to Optionee’s
estate, personal representative or heirs by will or the laws of descent and distribution; provided , however , that as a condition to any transfer
under clause (i), (ii) or (iii) above, the tranferee(s) shall hold the Option Shares subject to the terms and conditions of this Agreement and the
tranferee(s) shall execute and deliver to the Company an agreement in form and substance satisfactory to the Company agreeing to be bound by
the terms and conditions of this Agreement.

                                                                          5
       (c) The Company shall have the option (the “Repurchase Option”) exercisable at any time after six (6) months and one (1) day after the
date of termination of Optionee’s employment or engagement with the Company for any reason, including, but not limited to, termination with
or without cause, death, permanent disability or voluntary termination, to repurchase all or any portion of the Option Shares held by Optionee
(or by a permitted transferee or Optionee’s estate or legal representative, if applicable). If the Company elects to exercise the Repurchase
Option in whole or in part, it shall give written notice of such election (the “Repurchase Notice”) to Optionee (or permitted transferee or
Optionee’s estate or legal representative, if applicable). The Company shall pay to Optionee (or permitted transferee or Optionee’s estate or
legal representative, if applicable) in cash the fair market value of the Option Shares being purchased within thirty (30) days after the later of:
(i) the date of the Repurchase Notice, or (ii) the final determination of fair market value. For purposes hereof, fair market value of the Option
Shares shall be determined as of the last day of the Company’s fiscal quarter ended immediately preceding the date of the Repurchase Notice.
Fair market value of the Option Shares shall be determined as provided in the Plan. Optionee agrees to execute (and directs Optionee’s
permitted transferee or estate or legal representative to execute, if applicable) such documents and instruments as are reasonably necessary to
effectuate such purchase. The Company may exercise the Repurchase Option as many times as the Company may decide.
      (d) Anything contained in this Agreement to the contrary notwithstanding, the Option Shares with respect to which the Company’s
Repurchase Option has been exercised shall be deemed to have been repurchased by the Company effective as of the date of exercise of such
option and such Option Shares shall be deemed to be canceled, retired and no longer issued or outstanding effective as of such date without
further act of the parties.
       (e) All Option Shares now or hereafter owned by Optionee shall be subject to all of the terms and conditions of this Agreement. All
certificates representing such Option Shares shall contain legends to the following effect:
  ANY SALE, TRANSFER, PLEDGE, ASSIGNMENT OR ENCUMBRANCE OF THIS SECURITY IS SUBJECT TO THE
  PROVISIONS OF A STOCK OPTION AGREEMENT BETWEEN THE CORPORATION AND THE STOCKHOLDER, DATED
  AS OF JULY 12, 2007, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION.
  THE OFFER AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN QUALIFIED
  OR REGISTERED UNDER ANY STATE OR FEDERAL SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED
  FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF EITHER QUALIFICATION AND REGISTRATION UNDER STATE
  AND FEDERAL SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH
  QUALIFICATION AND REGISTRATION IS NOT REQUIRED.

                                                                         6
      (f) The provisions of Sections 11(a) through 11(d) shall terminate effective upon the consummation an underwritten public offering of
shares of Stock by the Company that results in such shares being listed for trading on a national securities exchange or being authorized for
trading on the NASDAQ National Market System.
    12. Representations.
      (a) By executing this Stock Option Agreement, Optionee represents and warrants to the Company that Optionee is acquiring the Options
for Optionee’s own account, for investment purposes only and not with the intent of distributing, transferring or selling all or any part of the
Options.
      (b) In connection with the exercise of any portion of the Options, Optionee represents and warrants to the Company as of the date of such
exercise as follows:
          (i) Optionee is acquiring the Stock for Optionee’s own account, for investment purposes only and not with the intent of distributing,
transferring or selling all or any part thereof in violation of applicable securities laws.
         (ii) Optionee acknowledges that the Stock has not been registered under any Federal or state securities laws and is being issued
pursuant to one or more exemptions from the registration and qualification requirements of such securities laws.
         (iii) Optionee acknowledges that the Company is under no obligation to register or qualify the Stock and that the Stock may not be
sold unless it is so registered and qualified or an exemption from registration and qualification is available.
    13. Lock Up In Connection with Public Offering.
       (a) In order to induce the underwriters that may participate in a public offering of the Company’s equity securities to continue their
efforts in connection with such a public offering, the Optionee, during the period commencing 30 days prior to and ending 180 days after the
effective date of any underwritten public offering of the Company’s equity securities (except as part of such underwritten registration):
          (i) agrees not to (x) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Stock or any securities convertible
into or exercisable or exchangeable for Stock (including, without limitation, Stock or securities convertible into or exercisable or exchangeable
for Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and
Exchange Commission) or (y) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated
with the ownership of any Stock (regardless of whether any of the transactions described in clause (x) or (y) is to be settled by the delivery of
Stock, or such other securities, in cash or otherwise), without prior written consent of the lead managing underwriter of such public offering;

                                                                            7
          (ii) agrees not to make any demand for, or exercise any right with respect to, the registration of any Stock or any securities convertible
into or exercisable or exchangeable for Stock, without the prior written consent of the lead underwriter; and
         (iii) authorizes the Company to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on the transfer
books and records of the Company with respect to any Stock and any securities convertible into or exercisable or exchangeable for Stock for
which the Optionee is the record holder and, in the case of any such shares or securities for which the Optionee is the beneficial but not the
record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such
books and records with respect to such shares or securities.
Upon the Company’s request, the Optionee agrees to execute any additional documents necessary or desirable to confirm Optionee’s
obligations set forth above and/or in connection with the enforcement of the foregoing provisions. The foregoing provisions shall survive the
death or incapacity of the Option and any obligations of the Optionee set forth above shall be binding upon the heirs, personal representatives,
successors and assigns of the Optionee.
    14. Notice. Any notice to the Company provided for in this instrument shall be addressed as follows:
         K12 Inc.
         2300 Corporate Park Drive, Suite 200
         Herndon, Virginia 20171
         Attention: Compensation Committee
         With a copy to:
         K12 Inc.
         2300 Corporate Park Drive, Suite 200
         Herndon, Virginia 20171
         Attention: Office of the General Counsel
And any notice to the Optionee shall be addressed to the Optionee at the current address shown on the records of the Company.
Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail, postage prepaid.
     15. Incorporation of Plan by Reference. The Options are granted pursuant to the terms of the Plan, the terms of which are incorporated
herein by reference, and the Options shall in all respects be interpreted in accordance with the Plan. Unless the context otherwise requires, any
terms used herein without definition shall have the meanings as defined in the Plan. The Board shall interpret and construe the Plan and this
instrument, and its interpretations and determinations shall be conclusive and binding on the parties hereto and

                                                                          8
any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder.
     16. Income Tax Consequences. Optionee acknowledges, represents, and warrants that the Company has made no representations
whatsoever to Optionee concerning the specific Federal and/or state income tax and alternative minimum tax consequences to Optionee of the
Options granted hereunder or the exercise thereof, and Optionee shall be responsible for consulting with Optionee’s personal tax advisor
regarding such matters. Without limiting the generality of the foregoing, Optionee acknowledges that pursuant to Code Section 409A, an option
that is granted with a per share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market
value of a share of Stock on the date of grant (a “discount option”) may be considered “deferred compensation.” An option that is a “discount
option” may result in (i) income recognition by the Optionee prior to the exercise of the option, (ii) an additional twenty percent (20%) tax
payable by Optionee, and (iii) potential penalty and interest charges payable by Optionee. Optionee acknowledges that the Company cannot
and has not guaranteed that in the event of an examination the IRS will agree that the per share exercise price of the Stock that is subject to this
Option equals or exceeds the fair market value of a share of Stock on the date of grant. Optionee agrees that if the IRS determines that the
Option was granted with a per share exercise price that was less than the fair market value of a share of Stock on the date of grant, Optionee
will be solely responsible for all consequences to Optionee related to such a determination.
    17. Withholding Taxes. Whenever the Company issues or transfers shares of Stock hereunder, the Company shall have the right to require
the Optionee to remit to the Company an amount sufficient to satisfy any Federal, state, and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares. Alternatively, the Company may (but shall not be obligated to) issue or transfer such
shares of Stock net of the number of shares sufficient to satisfy the withholding tax requirements. For withholding tax purposes, the shares of
Stock shall be valued on the date the withholding obligation is incurred.
    18. Governing Law. The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by and
determined in accordance with the laws of the State of Delaware (without regard to conflicts of law principles), except to the extent preempted
by Federal law, which shall to such extent govern.

                                                                         9
IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement effective as of the date first set forth above.

                                                     “Company”

                                                     K12 INC.
                                                     a Delaware corporation

                                                     By:       /s/ Andrew Tisch
                                                               Andrew Tisch
                                                               Chair, Compensation Committee


                                                           “Optionee”

                                                           /s/ Ronald J. Packard
                                                           Ronald J. Packard


                                                                10
                                                          EXHIBIT A


                                  NUMBER OF OPTIONS AND VESTING CONDITIONS

 Number of
  Options    Vesting Conditions
750,000      ***

400,000      One third of such Options shall vest for each of the 2008, 2009 and 2010 fiscal years based upon achievement of EBIDTA
             and Revenue targets consistent with internal models developed in connection with the Company’s initial public offering and
             mutually agreed to by Executive and the Board for fiscal years 2008, 2009 and 2010.

400,000      Achievement of a smooth and successful transition of the Company from a private to a public company, as determined by
             the Board in its sole discretion.

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