1040-00001 · Kessler & Montague LLP · Engagement Letter

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

FROM: Nadia Petrov, Lead Associate, Labor & Employment Practice Group James Underwood, Working Associate, Labor & Employment Practice Group

TO: Miriam Calloway, Responsible Partner, Healthcare & Life Sciences Practice Group

DATE: February 12, 2026

RE: Scope of Representation — Wyndmere Education Trust Faculty Restructuring Matters Matter No. 1040-00001; Client No. C-88214

OFFICE: Calderwood & Harkness LLP 600 Market Street, Suite 4200 Philadelphia, PA 19106

I. Purpose and Executive Summary

This memorandum analyzes and defines the proposed scope of representation of Wyndmere Education Trust ("WET"), a Delaware nonprofit corporation (EIN 84-3291076), recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and headquartered at 1400 Brandywine Boulevard, Suite 300, Wilmington, Delaware 19801. WET has retained Calderwood & Harkness LLP ("C&H") as successor employment counsel in connection with its recently announced faculty restructuring plan and the legal proceedings and regulatory compliance obligations arising therefrom. This memorandum is intended to inform and guide the drafting of the formal engagement letter between C&H and WET, which the parties have targeted for execution no later than February 21, 2026.

WET operates a network of twelve public charter schools spanning three states — Delaware, Pennsylvania, and New Jersey — serving approximately 8,400 students in kindergarten through twelfth grade during the current 2025–2026 school year. This figure represents a decline of approximately 700 students (7.7%) from the 9,100 students enrolled during the 2023–2024 school year, a trend that has placed significant financial pressure on the organization. WET's annual operating budget for fiscal year 2025 stands at $112.4 million, and the organization projects a $4.8 million operating deficit for fiscal year 2027 absent corrective measures.

In response to these financial pressures, WET publicly announced on January 6, 2026, a comprehensive faculty restructuring plan (the "Restructuring Plan") that contemplates the elimination of forty-seven (47) full-time equivalent ("FTE") teaching positions across six of its twelve charter schools, effective for the 2026–2027 school year. The affected positions are distributed across WET's three-state footprint as follows: twenty-eight (28) positions in Delaware, eleven (11) positions in Pennsylvania, and eight (8) positions in New Jersey.

The Restructuring Plan has already generated significant legal activity. On February 3, 2026, the Veltrano Federation of Educators, Local 1147 ("RFE" or the "Union"), which represents approximately 340 unionized educators across five WET charter schools in Delaware, filed an unfair labor practice ("ULP") charge before the Delaware Public Employment Relations Board ("PERB"), Case No. PERB-2026-ULP-0041, alleging that WET failed to bargain in good faith over the impact of the Restructuring Plan on unionized educators. Additionally, WET's General Counsel, Priya Anand-Desai, has identified eight former faculty members who have retained or are seeking individual counsel to pursue wrongful-termination and related claims.

The C&H engagement was formally opened on February 10, 2026. This memorandum is prepared to accomplish the following objectives:

(a) Recommend a clear, three-workstream scope of representation that addresses the full range of WET's employment-law needs arising from the Restructuring Plan;

(b) Identify areas of legal work that should be expressly carved out of the engagement to avoid scope creep, manage conflicts, and ensure appropriate specialization;

(c) Flag insurance coordination issues, particularly with respect to WET's Employment Practices Liability Insurance ("EPLI") policy issued by Pinnacle Risk Underwriters, Inc.; and

(d) Address budgetary considerations and staffing requirements for the engagement.

The three proposed workstreams are as follows:

Workstream A: Defense of the PERB unfair labor practice charge (Case No. PERB-2026-ULP-0041);

Workstream B: Multi-state employment law advisory services in connection with the elimination of 47 FTE positions across Delaware, Pennsylvania, and New Jersey; and

Workstream C: Defense of individual wrongful-termination and related claims brought by affected faculty members.

We further recommend that the engagement letter expressly carve out board-level governance advice, charter school regulatory compliance, tax-exempt status advice, collective bargaining agreement negotiation beyond the current PERB charge, and substantive FERPA regulatory advisory work, unless separately authorized by the client.

We note at the outset that time-sensitivity is a critical concern. WET's answer to the PERB ULP charge is due on March 10, 2026, which is thirty (30) days from the February 3, 2026 filing date. If the engagement letter is executed on the target date of February 21, 2026, this will leave the team approximately seventeen (17) days for substantive answer preparation — a compressed but manageable timeline, provided that work begins immediately upon execution.

II. Background

A. The Client

Wyndmere Education Trust was founded in 2009 as a Delaware nonprofit corporation organized for the purpose of establishing and operating public charter schools. WET is recognized as exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. Since its founding, WET has grown from a single charter school in Wilmington, Delaware, to a network of twelve public charter schools serving students across Delaware, Pennsylvania, and New Jersey.

The following individuals serve in key leadership positions at WET and are the primary points of contact for this engagement:

Board Chair: Dr. Eleanor Voss, Ed.D., a former superintendent of the Veltrano Unified School District, who has served as WET's Board Chair since 2019. Dr. Voss provides strategic oversight of the Board of Directors and has been actively involved in the Board's consideration and approval of the Restructuring Plan.

President & Chief Executive Officer: Marcus Whitfield, who has served as WET's President and CEO since 2017. Mr. Whitfield was the primary architect of the Restructuring Plan and announced the plan publicly on January 6, 2026. He is expected to be a key witness in the PERB proceedings and potentially in any individual litigation.

General Counsel: Priya Anand-Desai, Esq., who serves as WET's in-house General Counsel and is the designated client contact for all legal matters arising from the Restructuring Plan. Ms. Anand-Desai is responsible for managing WET's relationships with outside counsel and administers the WET Outside Counsel Guidelines, Version 4.2 ("WET OGG v.4.2"), which governs the terms of C&H's engagement.

Chief Human Resources Officer: Tobias Engstrom, who oversees all human resources functions for WET's twelve-school network, including the implementation of the Restructuring Plan. Mr. Engstrom is responsible for maintaining employee records, administering separation processes, and managing WET's relationship with the Union. He is an anticipated key witness in the PERB proceedings.

WET's outside auditor is Hargrove & Linden CPAs LLP (engagement partner Dennis Linden), located in Philadelphia, Pennsylvania. Hargrove & Linden has served as WET's independent auditor for the past four fiscal years and is familiar with WET's financial position and the enrollment-driven revenue pressures that precipitated the Restructuring Plan.

WET's primary banking relationship is with Covenant Trust National Bank ("CTNB"), managed by relationship manager Sandra Falk, whose offices are at 200 South Broad Street, Philadelphia, PA 19102. WET maintains an $18.5 million revolving credit facility with CTNB. As discussed further in Section VII below, the CTNB credit facility contains covenants requiring WET to provide notification of material litigation, which may be triggered by the PERB charge and anticipated individual claims.

B. Prior Counsel Transition

WET was previously represented in employment-law matters by Kessler & Montague LLP ("K&M"), a Wilmington-based law firm. The lead partner on the K&M engagement was Arthur Kessler, and K&M's offices are located at 900 King Street, Suite 500, Wilmington, Delaware 19801. K&M provided employment-law counsel to WET for approximately six years.

K&M ceased representing WET effective December 31, 2025. The termination of the engagement resulted from a conflict of interest arising from K&M's merger in late 2025 with a law firm that represents the Thornfield-affiliated teachers' union. Because the Thornfield-affiliated union's interests are adverse — or potentially adverse — to WET's interests in connection with the Restructuring Plan and the related wage-and-hour dispute discussed below, K&M determined that continued representation of WET was untenable and withdrew from the engagement.

Calderwood & Harkness was approached by WET General Counsel Priya Anand-Desai in mid-January 2026 to serve as successor counsel. Following completion of the firm's standard conflicts clearance process, C&H agreed to undertake the representation. The matter was formally opened on February 10, 2026, under Matter No. 1040-00001 and Client No. C-88214.

C. The Faculty Restructuring Plan

The Restructuring Plan was publicly announced by President and CEO Marcus Whitfield on January 6, 2026. The plan is driven by two converging financial pressures: (1) the sustained decline in student enrollment across WET's charter school network, which fell from approximately 9,100 students in the 2023–2024 school year to approximately 8,400 students in the current 2025–2026 school year — a decline of 700 students, or 7.7%; and (2) WET's projection of a $4.8 million operating deficit for fiscal year 2027, which management has determined cannot be addressed through non-personnel expenditure reductions alone.

The Restructuring Plan contemplates the elimination of forty-seven (47) full-time equivalent teaching positions across six of WET's twelve charter schools, distributed as follows:

• Delaware: 28 positions across five charter schools, all of which are within the RFE Local 1147 bargaining unit;

• Pennsylvania: 11 positions across one charter school, all non-union; and

• New Jersey: 8 positions across one charter school, all non-union.

The Restructuring Plan is intended to take effect for the 2026–2027 school year. Affected faculty members are expected to receive formal notices of non-renewal or termination in accordance with applicable contractual and statutory requirements, the analysis of which forms a core component of the proposed Workstream B advisory engagement.

D. Key Adverse Parties and Counsel

The following parties have been identified as adverse or potentially adverse to WET in connection with matters arising from the Restructuring Plan:

Veltrano Federation of Educators, Local 1147. RFE Local 1147 (President: Diane Kowalski) is headquartered at 330 North Walnut Street, Wilmington, Delaware 19802. RFE represents approximately 340 unionized educators across five WET charter schools in Delaware. RFE is the charging party in the PERB ULP proceeding (Case No. PERB-2026-ULP-0041). RFE is represented by Feinberg, Adler & Ross LLP (lead partner Rachel Feinberg), located at 110 West 10th Street, Suite 700, Wilmington, Delaware 19801. Ms. Feinberg is an experienced labor-law practitioner who has represented RFE and other Delaware public employee unions in multiple PERB proceedings over the past decade.

Thornfield Academy of Sciences, Inc. Thornfield Academy (Executive Director: Dr. Claudia Rennert; in-house General Counsel: Seamus O'Halloran) is located at 2250 Arch Street, Philadelphia, Pennsylvania 19103. Thornfield was formerly affiliated with WET through a Joint Educational Services Agreement dated September 1, 2018 (the "JESA"). The affiliation was severed effective June 30, 2022, and Thornfield now operates independently as a separate charter school entity. Thornfield is potentially adverse to WET in connection with a pending wage-and-hour dispute involving former WET employees who transferred to Thornfield under the JESA. Thornfield is represented by Bracken, Lowe & Hartsfield LLP (lead partner Victoria Bracken), located at 1700 JFK Boulevard, Suite 2800, Philadelphia, Pennsylvania 19103.

Conflicts Note Regarding Thornfield. C&H previously represented Thornfield Academy of Sciences, Inc. in a matter before the Delaware Court of Chancery, Case No. 2023-0847-SG, from March 2023 through August 2024. That representation was led by partner Conrad Ashworth. In light of C&H's prior representation of Thornfield, a separate conflicts clearance process has been undertaken. C&H obtained a written conflict waiver from Thornfield's General Counsel, Seamus O'Halloran, dated January 28, 2026, consenting to C&H's representation of WET in the current matters. In addition, C&H has implemented an ethical screen isolating Conrad Ashworth and all attorneys and staff who worked on the Thornfield Chancery Court matter from any involvement in the WET engagement. No information obtained during the prior Thornfield representation may be accessed, reviewed, or utilized in connection with the WET engagement. Compliance with the ethical screen is being monitored by the C&H General Counsel's office.

III. Proposed Workstream A: Defense of PERB Unfair Labor Practice Charge (Case No. PERB-2026-ULP-0041)

A. Description of the Charge

On February 3, 2026, the Veltrano Federation of Educators, Local 1147, filed an unfair labor practice charge against WET before the Delaware Public Employment Relations Board. The charge has been assigned Case No. PERB-2026-ULP-0041 and is currently pending before PERB in its initial investigatory stage.

The ULP charge alleges that WET failed to bargain in good faith with RFE over the impact of the Restructuring Plan on unionized educators employed at the five WET charter schools in Delaware where RFE serves as the exclusive bargaining representative. Specifically, the charge asserts that WET's decision to eliminate twenty-eight (28) teaching positions within the bargaining unit was announced publicly on January 6, 2026, without prior notice to or consultation with RFE, and that WET thereafter refused or failed to engage in meaningful impact bargaining over the effects of the restructuring on affected bargaining-unit employees, in violation of the Delaware Public School Employment Relations Act, 14 Del. C. § 4001 et seq.

The Union contends that WET was obligated under the Act and under the parties' existing collective bargaining agreement ("CBA") to provide advance notice to RFE of the proposed position eliminations and to bargain over the impact and effects of the restructuring, including but not limited to the selection criteria for determining which bargaining-unit employees would be laid off, severance or transition benefits, recall rights, transfer opportunities to other WET schools, and the timeline for implementation. The Union further alleges that WET's failure to engage in impact bargaining constitutes a per se violation of its statutory duty to bargain in good faith.

RFE is represented in this proceeding by Feinberg, Adler & Ross LLP, with Rachel Feinberg serving as lead counsel. Ms. Feinberg filed the charge on behalf of RFE and has indicated, through correspondence with WET General Counsel Priya Anand-Desai, that RFE intends to pursue the charge vigorously through evidentiary hearing if a negotiated resolution cannot be reached.

B. Scope of Representation for This Workstream

The proposed scope of C&H's representation in Workstream A encompasses the following activities:

1. Answer to ULP Charge. Preparation and filing of WET's formal answer to the ULP charge before PERB. The answer is due on March 10, 2026, which is thirty (30) days from the filing date. The answer must respond to each of the Union's allegations and set forth WET's affirmative defenses, which are expected to include, among others, that WET had no obligation to bargain over the decision to restructure (as distinguished from the impact of the decision), that WET provided adequate notice to RFE, and that any failure to engage in impact bargaining was attributable to the compressed timeline dictated by the school-year calendar and RFE's own refusal to engage in productive discussions.

2. Representation in PERB Proceedings. Full representation of WET in all stages of the PERB proceeding, including any investigatory conferences convened by the PERB investigator, pre-hearing conferences, evidentiary hearings before a PERB hearing officer, and any appeal of an adverse PERB determination to the Delaware Superior Court pursuant to 14 Del. C. § 4014.

3. Pre-Hearing discovery and Document Production. Coordination and management of all pre-hearing discovery obligations, including the identification, collection, review, and production of relevant documents. Anticipated document categories include internal communications regarding the Restructuring Plan, financial and enrollment data supporting the decision, correspondence between WET and RFE, CBA provisions, prior bargaining history, and personnel records of affected bargaining-unit employees.

4. Witness Preparation. Preparation of WET witnesses for testimony at evidentiary hearings. Anticipated witnesses include Tobias Engstrom (Chief Human Resources Officer), Marcus Whitfield (President and CEO), and Priya Anand-Desai (General Counsel). Additional witnesses may be identified as the case develops. Witness preparation will include the development of direct examination outlines, anticipated cross-examination preparation, and review of relevant documents with each witness.

5. Settlement Negotiations. Negotiation of any settlement or resolution of the ULP charge with RFE Local 1147 and its counsel, Feinberg, Adler & Ross LLP. Any proposed settlement terms will be presented to WET for approval prior to finalization. Settlement authority rests with WET, acting through its General Counsel or her designee.

6. CBA Compliance Advisory. Advisory services related to WET's obligations under the existing CBA with RFE, including interpretation of relevant CBA provisions governing layoffs, reductions in force, seniority, recall rights, and impact bargaining obligations. This advisory work is directly related to and supportive of the PERB defense and is included within this workstream rather than Workstream B to maintain consistency and avoid duplication of effort.

C. Staffing and Key Deadlines

The following C&H attorneys are assigned to Workstream A:

Responsible Partner: Miriam Calloway. Ms. Calloway is admitted to the bars of both Delaware and Pennsylvania and will provide strategic oversight and partner-level review of all significant filings and substantive work product.

Lead Associate: Nadia Petrov. Ms. Petrov is admitted to the bars of Pennsylvania and New Jersey. She is not currently admitted in Delaware. To the extent that PERB proceedings require the appearance of Delaware-admitted counsel, Ms. Petrov will coordinate with Mr. Underwood, who is admitted in Delaware and will serve as counsel of record for PERB filings. If PERB proceedings require Ms. Petrov's direct participation, she will seek admission pro hac vice or, alternatively, arrangements for local counsel representation will be made as appropriate.

Working Associate: James Underwood. Mr. Underwood is admitted to the Delaware bar and is based in C&H's Wilmington office. He will serve as counsel of record for all PERB filings and will handle day-to-day procedural matters before PERB. Mr. Underwood's familiarity with Delaware labor law and the Delaware PERB process makes him well-positioned for this role.

The critical deadline for Workstream A is the PERB answer due date of March 10, 2026. As of the date of this memorandum, this deadline is approximately twenty-six (26) days away. If the engagement letter is executed on the target date of February 21, 2026, the team will have approximately seventeen (17) days for substantive answer preparation. This timeline, while compressed, is manageable provided that the team begins preliminary factual investigation and document collection promptly upon engagement letter execution.

Additional key milestones anticipated in the PERB proceeding include:

• PERB investigatory conference (typically scheduled 30–60 days after answer filing);

• Pre-hearing conference and scheduling order (typically 60–90 days after answer filing);

• Evidentiary hearing (typically scheduled within 120–180 days of the charge filing, depending on PERB's docket); and

• PERB decision (typically issued within 60–90 days following the close of the evidentiary hearing record).

D. Relationship to Other Workstreams

The PERB ULP defense is closely interconnected with Workstream B (Multi-State Employment Law Advisory) because the legal validity and procedural propriety of the Restructuring Plan under Delaware employment and education law form part of the factual and legal foundation of WET's defense. The team must ensure that the legal positions taken in the PERB answer and proceedings are consistent with the advisory analysis being conducted under Workstream B regarding WET's compliance with Delaware Code Title 19 and Title 14 requirements.

There is also potential overlap with Workstream C (Individual Wrongful-Termination Claims Defense), as some of the individual claimants may be bargaining-unit employees whose positions are being eliminated as part of the 28 Delaware positions addressed in the PERB proceeding. Factual and legal positions taken in the PERB defense must be coordinated with the defense of any individual claims to avoid inconsistent positions that could be used to WET's disadvantage.

Additionally, the pending wage-and-hour dispute involving former WET employees who transferred to Thornfield Academy of Sciences may create factual overlap with the PERB proceeding, particularly if any of the 28 eliminated Delaware positions are held by employees who previously transferred from Thornfield or were involved in the JESA transition. The team should coordinate factual investigation across all workstreams to ensure consistency and to identify any issues that may arise from the C&H ethical screen isolating Conrad Ashworth.

It bears emphasis that the twenty-eight (28) Delaware positions are within the RFE bargaining unit and are the subject of the PERB charge. The eleven (11) Pennsylvania positions and eight (8) New Jersey positions are non-union and are not directly at issue in the PERB proceeding. Employment-law compliance for those non-union positions is addressed exclusively in Workstream B.

IV. Proposed Workstream B: Multi-State Employment Law Advisory

A. Description. Workstream B encompasses advisory work on compliance with the employment laws of Delaware, Pennsylvania, and New Jersey as applied to the elimination of the forty-seven (47) FTE teaching positions contemplated by the Restructuring Plan. This workstream is advisory in nature and is distinct from the litigation defense work addressed in Workstreams A and C. However, the legal analyses developed under Workstream B will directly support and inform the litigation defense positions taken in those workstreams.

The advisory work covers the full geographic scope of the Restructuring Plan and addresses the compliance obligations arising in each of the three states where positions are being eliminated:

• Delaware: 28 positions (unionized, within RFE Local 1147 bargaining unit);

• Pennsylvania: 11 positions (non-union); and

• New Jersey: 8 positions (non-union).

B. Specific Advisory Areas

The following specific areas of analysis and advice are contemplated within Workstream B:

Federal WARN Act Analysis. C&H will analyze whether the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. ("WARN Act"), applies to the Restructuring Plan. The WARN Act generally requires employers with 100 or more employees to provide sixty (60) days' advance written notice of a "plant closing" or "mass layoff" as those terms are defined in the statute. Key analytical issues include: (i) whether WET, as a nonprofit charter school operator, qualifies as an "employer" subject to the WARN Act; (ii) whether the elimination of positions across multiple school sites, each of which may employ fewer than the statutory thresholds, constitutes a "mass layoff" or "plant closing" at any single "site of employment" within the meaning of the Act; (iii) whether individual charter schools within the WET network are considered separate "sites of employment" or whether WET's network should be treated as a single employer for WARN Act purposes; and (iv) the applicability of any WARN Act exceptions, including the "faltering company" exception, the "unforeseen business circumstances" exception, and the "natural disaster" exception, to the extent any are relevant.

State Mini-WARN Act Equivalents. C&H will analyze the applicability of state-level equivalents to the federal WARN Act, with a particular focus on the following:

New Jersey: The Millville Dallas Airmotive Plant Job Loss Notification Act, N.J.S.A. 34:21-1 et seq. (commonly referred to as the "NJ WARN Act"), imposes notice requirements on employers undertaking mass layoffs, transfers, or terminations of operations in New Jersey. The NJ WARN Act has a lower threshold (generally 100 or more employees) and a longer notice period (90 days, compared to 60 days under federal WARN) in certain circumstances. C&H will analyze whether the elimination of the 8 New Jersey positions triggers the NJ WARN Act's notice requirements, taking into account the total number of employees at the affected New Jersey school and WET's total New Jersey workforce.

Pennsylvania: Pennsylvania does not have a state-level mini-WARN statute. However, C&H will assess whether any local ordinances in the municipalities where WET's Pennsylvania school is located impose any supplemental notice or reporting obligations in connection with workforce reductions.

Delaware Employment Law. C&H will analyze WET's obligations under Delaware Code Title 19 (Labor) regarding notice obligations, final pay requirements (19 Del. C. § 1103), and any other employment-law requirements triggered by the termination of the 28 Delaware positions. Additionally, C&H will analyze any impact on charter-school-specific statutory frameworks under Delaware Code Title 14 (Education) to the extent those frameworks impose employment-related obligations distinct from general employment law — for example, requirements regarding teacher notification, contract renewal, and reduction-in-force procedures that may apply specifically to charter school educators in Delaware.

Pennsylvania Employment Law. C&H will analyze WET's obligations under the Pennsylvania Wage Payment and Collection Law, 43 P.S. § 260.1 et seq., with respect to the 11 Pennsylvania positions. This analysis will address final pay requirements, the timing and manner of payment of all wages due upon termination, the treatment of accrued but unused paid time off, and any other Pennsylvania-specific statutory requirements applicable to the termination of employment.

New Jersey Employment Law. C&H will analyze WET's compliance obligations under applicable New Jersey employment statutes, including the Conscientious Employee Protection Act ("CEPA"), N.J.S.A. 34:19-1 et seq., the New Jersey Law Against Discrimination ("NJLAD"), N.J.S.A. 10:5-1 et seq., and the NJ WARN Act, as discussed above. The CEPA analysis is included because, in the context of a reduction in force, terminated employees may assert that their termination was retaliatory in nature; understanding WET's exposure to CEPA claims is an important component of the risk assessment for the New Jersey positions.

Reduction-in-Force Best Practices. C&H will advise WET on reduction-in-force ("RIF") best practices to minimize legal exposure and ensure compliance with applicable federal and state anti-discrimination laws. This advisory work will include:

• Adverse impact analysis: Statistical analysis of the proposed terminations to identify any disproportionate impact on employees in protected classes based on age, race, gender, national origin, disability, or other protected characteristics;

• Selection criteria review: Review of the criteria used by WET to select which positions and which individual employees are being eliminated to ensure that the criteria are objective, consistently applied, and defensible;

• Age discrimination considerations: Analysis under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. ("ADEA"), and state equivalents, including compliance with the Older Workers Benefit Protection Act ("OWBPA") requirements for valid age discrimination waivers in the context of group termination programs;

• Separation agreement and release templates: Preparation of template separation agreements and general releases of claims for use with affected employees, incorporating OWBPA-compliant consideration periods, revocation periods, and disclosure requirements (including the required "decisional unit" information and age-band data); and

• Documentation guidance: Guidance on proper documentation of the business rationale for the restructuring and the selection process to create a defensible record in the event of subsequent litigation.

Benefits Continuation. C&H will advise WET on its obligations regarding the continuation of employee benefits following termination, including:

• COBRA compliance: Preparation or review of COBRA election notices for terminated employees and dependents, in compliance with 29 U.S.C. § 1161 et seq., including analysis of applicable notification timeframes and WET's administrative obligations as a plan sponsor;

• State continuation requirements: Analysis of any state-level health insurance continuation requirements in Delaware, Pennsylvania, or New Jersey that supplement or exceed federal COBRA requirements;

• Pension and retirement benefits: Analysis of the impact of termination on affected employees' pension or retirement benefits under any WET-sponsored retirement plans, including vesting implications, distribution options, and rollover requirements.

C. Scope Boundaries

The advisory work under Workstream B is limited to employment-law compliance related to the Restructuring Plan. The following areas are expressly excluded from the scope of this workstream:

• Advice on collective bargaining strategy is not included within Workstream B. To the extent that the PERB defense involves advisory work on CBA interpretation and impact bargaining obligations, that work is addressed within Workstream A to maintain coherence and avoid duplication. Workstream B focuses on statutory compliance and RIF best practices, not on the labor-relations dimension of the restructuring.

• Advice on charter school regulatory compliance — including charter renewals, authorizer reporting and notification obligations, and compliance with state charter school statutes to the extent such compliance is unrelated to employment law — is not included within Workstream B. We recommend that WET engage separate education-law counsel with expertise in charter school regulatory matters if such advice is needed, as the charter renewal process in particular involves specialized regulatory considerations that fall outside the core competency of the C&H Labor & Employment Practice Group.

D. Staffing. The following C&H attorneys are assigned to Workstream B:

Lead Associate: Nadia Petrov, who will lead the advisory analysis for Pennsylvania and New Jersey employment law issues. Ms. Petrov's admission to the Pennsylvania and New Jersey bars and her background in employment-law compliance position her well for this role.

Working Associate: James Underwood, who will lead the advisory analysis for Delaware employment law issues. Mr. Underwood's admission to the Delaware bar and his familiarity with Delaware employment and education statutes are well-suited to this component of the engagement.

Partner Oversight: Miriam Calloway, who will provide strategic oversight and partner-level review of all advisory work product.

We note that the complexity and volume of New Jersey-specific issues may warrant the engagement of local counsel in New Jersey, depending on the nature and scope of the issues that emerge during the advisory process. Any engagement of local counsel or addition of new timekeepers to the engagement requires prior written approval from WET General Counsel Priya Anand-Desai, in accordance with WET Outside Counsel Guidelines v.4.2.

V. Proposed Workstream C: Defense of Individual Wrongful-Termination Claims

A. Description of Known and Anticipated Claims

WET General Counsel Priya Anand-Desai has advised C&H that eight (8) former faculty members affected by the Restructuring Plan have either retained individual counsel or are in the process of seeking individual counsel to pursue claims against WET arising from their termination. The claims landscape is evolving rapidly, and additional claimants may emerge as the Restructuring Plan is further implemented.

Two formal demand letters have already been received by WET. The first demand letter, dated January 22, 2026, was received from counsel for a former Delaware-based educator and asserts claims for wrongful termination, age discrimination, and breach of contract. The second demand letter, dated January 29, 2026, was received from counsel for a former Pennsylvania-based educator and asserts claims for wrongful termination, retaliatory discharge, and gender discrimination. C&H has reviewed copies of both demand letters provided by Ms. Anand-Desai.

Based on the information currently available, anticipated claims from the identified claimants may include, but are not limited to, the following theories of liability:

• Wrongful termination in violation of public policy;

• Breach of employment contract (including claims based on implied contract theories and employee handbook provisions);

• Age discrimination under the ADEA and state equivalents (Delaware Discrimination in Employment Act, 19 Del. C. § 711; Pennsylvania Human Relations Act, 43 P.S. § 951 et seq.; New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 et seq.);

• Race, gender, and disability discrimination under Title VII, the ADA, and state equivalents;

• Retaliation under federal and state anti-discrimination and whistleblower statutes; and

• Promissory estoppel or detrimental reliance claims based on alleged representations regarding continued employment.

These claims may be filed in state or federal courts in Delaware, Pennsylvania, or New Jersey, or before administrative agencies including the Equal Employment Opportunity Commission ("EEOC"), the Delaware Department of Labor, the Pennsylvania Human Relations Commission ("PHRC"), or the New Jersey Division on Civil Rights ("DCR"). The jurisdictional diversity of potential filings underscores the multi-state complexity of this engagement.

B. Scope of Representation for This Workstream

The proposed scope of C&H's representation in Workstream C encompasses the following activities:

1. Demand Letter Response. Initial evaluation of the two demand letters already received and any subsequent demand letters, followed by preparation of written responses on behalf of WET. Responses will be crafted in coordination with WET General Counsel Priya Anand-Desai and will reflect WET's assessment of the merits of each claim and its approach to resolution.

2. Factual Investigation. Investigation of the factual bases for each individual claim, including review of personnel files, performance evaluations, disciplinary records, the selection criteria applied in the reduction in force, communications between the claimant and WET management, and any other relevant documentation. This investigation will be coordinated with the advisory work under Workstream B (particularly the adverse impact analysis and selection criteria review) to ensure consistency and efficiency.

3. Pre-Litigation Negotiations and Settlement Discussions. Representation of WET in pre-litigation negotiations and settlement discussions with individual claimants and their counsel. Any proposed settlement terms will be presented to WET for approval prior to finalization. Settlement authority rests with WET, acting through its General Counsel or her designee.

4. Litigation Defense. Defense of WET in any filed litigation, including preparation of responsive pleadings (answers, motions to dismiss, motions for summary judgment), management of discovery (written discovery, depositions, expert discovery), motions practice, pre-trial preparation, and trial if necessary. Given the multi-jurisdictional nature of potential filings, the team will need to coordinate admissions, local counsel arrangements, and procedural requirements across multiple courts and agencies.

5. Administrative Agency Proceedings. Representation of WET in any proceedings before the EEOC, the Delaware Department of Labor, the PHRC, the New Jersey DCR, or other administrative agencies where individual claims are filed. This includes preparation of position statements, participation in mediations or conciliation conferences, and any related proceedings.

6. Insurance Coordination. Coordination with Pinnacle Risk Underwriters, Inc. regarding EPLI coverage for individual claims, as described more fully in Section VI below.

C. Staffing and Resource Considerations

The following C&H attorneys are assigned to Workstream C:

Lead Associate: Nadia Petrov, who will take the lead on individual claims filed in Pennsylvania and New Jersey. Ms. Petrov's litigation experience and bar admissions position her to handle these matters efficiently.

Working Associate: James Underwood, who will take the lead on individual claims filed in Delaware. His Delaware bar admission and proximity to the Delaware courts from C&H's Wilmington office make him the natural point person for Delaware-based claims.

Partner Oversight: Miriam Calloway, who will provide strategic oversight and partner-level review of all significant filings, settlement discussions, and substantive work product across all individual claims.

We note an important resource planning consideration: if all eight identified potential individual claimants file suit — and if additional claimants emerge as the Restructuring Plan is implemented — the volume of individual claims may exceed the current team's capacity. In that event, additional C&H attorneys or contract attorneys may need to be added to the team. Consistent with WET OGG v.4.2, all new timekeepers are subject to prior written approval from WET General Counsel Priya Anand-Desai.

Additionally, if Pinnacle Risk Underwriters confirms EPLI coverage and appoints panel counsel to defend some or all of the individual claims, the staffing model for Workstream C may change significantly. This contingency is addressed in greater detail in Section VI below.

D. Relationship to Thornfield Wage-and-Hour Dispute

Some of the individual claimants in Workstream C may be former WET employees who transferred to Thornfield Academy of Sciences, Inc. under the now-terminated Joint Educational Services Agreement. The pending wage-and-hour dispute between WET and Thornfield, in which the parties dispute responsibility for certain compensation obligations incurred during the period of JESA affiliation, may create overlapping factual and legal issues with the individual claims.

For example, an individual claimant who transferred from WET to Thornfield under the JESA and subsequently returned to WET may raise factual issues regarding the continuity of employment, accrued seniority, and the calculation of benefits that implicate the JESA and the wage-and-hour dispute. Similarly, the individual claimant's personnel records and employment history may span both the WET and Thornfield periods, potentially creating document production and privilege issues that must be navigated carefully.

Thornfield is now independently represented by Bracken, Lowe & Hartsfield LLP, with Victoria Bracken serving as lead partner. C&H will need to coordinate with Bracken, Lowe & Hartsfield on any discovery or factual issues that overlap with the Thornfield wage-and-hour dispute, while maintaining the ethical screen isolating Conrad Ashworth from the WET engagement.

It cannot be emphasized too strongly that the ethical screen must be rigorously maintained throughout the engagement. No information obtained by C&H during its prior representation of Thornfield in the Chancery Court matter (Case No. 2023-0847-SG) may be accessed, reviewed, or utilized in connection with the WET engagement, regardless of how relevant or material such information might appear. Any questions regarding the scope of the ethical screen should be directed to the C&H General Counsel's office.

VI. Insurance Coverage Coordination

A. Pinnacle Risk Underwriters EPLI Policy

WET maintains an Employment Practices Liability Insurance policy with Pinnacle Risk Underwriters, Inc. ("Pinnacle"), located at 140 Broadway, 30th Floor, New York, New York 10005. The key terms of the EPLI policy are as follows:

B. Tender Obligations

WET General Counsel Priya Anand-Desai has indicated that WET intends to tender both the PERB ULP charge and any individual wrongful-termination claims under the EPLI policy. C&H should assist WET in preparing the tender letter(s) to Pinnacle as part of this engagement. The preparation of tender letters is a natural extension of the defense work and falls squarely within the scope of the proposed engagement.

Timely tender is critical. EPLI policies typically contain provisions requiring the insured to provide notice of claims "as soon as practicable" or within a specified number of days after the insured becomes aware of the claim. Any delay in tendering the PERB charge or anticipated individual claims could provide Pinnacle with grounds to deny or disclaim coverage, which would expose WET to the full cost of defense and any resulting liability. We recommend that the PERB charge be tendered immediately upon execution of the engagement letter and that individual claims be tendered as they are received or, with respect to the two already-received demand letters, as soon as practicable after engagement.

C. Potential Coordination with Panel Counsel

If Pinnacle accepts the tender and confirms coverage under the EPLI policy, Pinnacle may exercise its right under the policy to appoint panel counsel to defend some or all of the individual claims. In that event, the scope of C&H's representation under Workstream C may need to be adjusted to accommodate the involvement of Pinnacle-appointed panel counsel.

C&H recommends that the engagement letter address this contingency directly. Specifically, we recommend that the engagement letter provide that C&H will serve as lead counsel for WET in all matters arising from the Restructuring Plan and will coordinate with any Pinnacle-appointed panel counsel as needed, unless WET and/or Pinnacle direct otherwise. This approach ensures continuity of strategic direction and prevents fragmentation of the defense across multiple law firms without centralized coordination.

The $150,000 per-claim self-insured retention means that WET will bear the initial defense costs for each individual claim up to the retention threshold before Pinnacle's coverage obligations are triggered. C&H should track its fees and costs by individual claim to facilitate retention accounting and to enable WET to accurately report to Pinnacle when the retention has been exhausted for each claim. This per-claim tracking should be reflected in C&H's billing practices from the outset of the engagement.

D. D&O Policy

In addition to the EPLI policy, WET maintains a Directors & Officers Liability Insurance policy with Pinnacle, Policy No. PRU-DNO-2025-44871, with a coverage limit of $10,000,000 and the same policy period (July 1, 2025 – June 30, 2026). The D&O policy is potentially relevant if any individual claims name WET board members or officers in their individual capacities — for example, if a claimant names Board Chair Dr. Eleanor Voss or President and CEO Marcus Whitfield as individual defendants in a discrimination or wrongful-termination action.

An important note for the engagement letter: the defense of individual board members or officers in their personal capacity, as distinguished from the defense of WET as an entity, would constitute a separate representation. Such representation would require separate conflict checks, separate assessment of the interests of the individual and the entity (which may diverge), and potentially a separate engagement letter. The proposed scope of the current engagement encompasses only the representation of WET as an entity. If individual board members or officers are named as defendants and seek representation by C&H, that representation would be addressed through a separate engagement process.

VII. Covenant Trust National Bank — Material Litigation Notification

As noted in Section II.A above, WET maintains an $18.5 million revolving credit facility with Covenant Trust National Bank (relationship manager Sandra Falk, 200 South Broad Street, Philadelphia, Pennsylvania 19102). The credit facility agreement contains covenants requiring WET to notify CTNB of material litigation or the threat of material litigation.

C&H should advise WET regarding whether the PERB ULP charge and/or the anticipated individual wrongful-termination claims trigger the material litigation notification covenant. The analysis will require review of the specific covenant language in the credit facility agreement to determine the definition of "material litigation," any applicable thresholds or qualifiers, and the required timing and manner of notification. Given the potential aggregate exposure from the PERB charge and up to eight (or more) individual claims, it is likely that the notification covenant is triggered or will be triggered as claims are formalized.

This advisory task falls within the scope of the proposed engagement to the extent it relates to the employment matters underlying the Restructuring Plan. Specifically, the assessment of whether the PERB charge and individual claims constitute "material litigation" under the credit facility covenant is a direct consequence of the legal proceedings that C&H is engaged to defend. However, broader advice regarding the credit facility — including amendment or modification of covenants, waiver requests, refinancing, or general banking relationship matters — is outside the scope of this engagement and should be addressed by WET's corporate or finance counsel.

If WET determines that notification is required, C&H should assist in drafting the notification letter to CTNB, working in coordination with WET General Counsel Priya Anand-Desai and any corporate counsel WET may designate. The notification letter should provide sufficient information to satisfy the covenant requirements while being carefully crafted to avoid unnecessary disclosure of privileged legal strategies or attorney work product.

VIII. Recommended Scope Exclusions and Carve-Outs

To ensure clarity regarding the boundaries of C&H's representation and to avoid scope creep, unmanaged conflicts, or unauthorized expansion of the engagement, we recommend that the engagement letter expressly identify the following areas as outside the scope of representation:

A. Board-Level Governance Advice

We recommend that advice to the WET Board of Directors on corporate governance matters be expressly carved out of this engagement. Such governance matters include, but are not limited to, the fiduciary duties of the WET Board in connection with the approval and implementation of the Restructuring Plan, the Board's process for deliberating and voting on the Restructuring Plan, and any Caremark-type oversight obligations that may arise in connection with the employment litigation and regulatory matters discussed herein.

The rationale for this carve-out is threefold. First, governance advice is a distinct discipline from employment law advisory and litigation defense, and it involves expertise in nonprofit corporate governance, Delaware nonprofit corporation law, and fiduciary duty analysis that may be better addressed by attorneys with specialized expertise in those areas. Second, governance advice directed to the Board may implicate separate privilege considerations, particularly if the interests of individual board members diverge from the interests of WET as an entity. Third, combining governance advice with employment litigation defense within a single engagement increases the risk of inadvertent waiver of privilege or the creation of communications that are not clearly attributable to one representation or the other.

If WET requires board-level governance advice in connection with the Restructuring Plan or the resulting litigation, C&H should open a separate matter, conduct a separate conflicts assessment, and execute a separate engagement letter specifically addressing the governance advisory engagement.

B. Charter School Regulatory Compliance

Advice on charter school regulatory compliance is not included within the scope of this engagement. This exclusion encompasses advice on charter renewals, authorizer reporting and notification obligations (including notifications to the Delaware Department of Education, the Pennsylvania Department of Education, and the New Jersey Department of Education), and compliance with state charter school statutes to the extent such compliance is unrelated to employment law.

The Restructuring Plan may trigger reporting obligations to charter authorizers — for example, the elimination of a significant number of teaching positions may raise questions about whether a school can continue to meet the staffing and instructional requirements set forth in its charter agreement. These regulatory questions fall outside the employment-law focus of this engagement, and WET may wish to engage separate education-regulatory counsel with specialized expertise in charter school law to address them.

C. Tax-Exempt Status Advice

Advice regarding the potential impact of the Restructuring Plan or the resulting litigation on WET's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code is not included within the scope of this engagement. While it is unlikely that the Restructuring Plan or the employment litigation would jeopardize WET's tax-exempt status, the question involves specialized tax-exempt organization expertise that falls outside the scope of employment law. WET should consult its tax advisors, potentially including its outside auditor, Hargrove & Linden CPAs LLP (engagement partner Dennis Linden), on any tax-exempt status concerns that may arise.

D. Collective Bargaining Agreement Negotiation

Representation of WET in future collective bargaining negotiations with RFE Local 1147 is not included within the scope of this engagement. The scope of Workstream A encompasses the defense of the current PERB ULP charge and related advisory work on CBA compliance and impact bargaining obligations, but it does not extend to the negotiation of a successor CBA or the reopening of economic or non-economic terms of the current CBA beyond what is directly at issue in the PERB proceeding.

If WET's CBA with RFE comes up for renewal during the engagement period, or if WET determines that it wishes to engage in successor CBA negotiations, separate authorization from WET would be required, and C&H would need to assess whether the scope of this engagement should be amended or whether a separate engagement should be opened.

E. FERPA Compliance Advisory

Substantive advisory work on compliance with the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, is not included as a separate workstream within this engagement. However, we recognize that FERPA data handling obligations will inevitably arise in the ordinary course of document review and discovery in connection with the PERB proceeding and individual claims defense. Student education records may be contained within or referenced in documents produced in discovery, and C&H personnel will need to handle such records in compliance with FERPA requirements.

C&H's compliance with FERPA data handling standards in the context of this engagement is addressed through the firm's Data Protection Addendum, the adequacy of which has been confirmed by Patricia Hwang, C&H's Chief Information Security Officer. The Data Protection Addendum establishes protocols for the identification, segregation, handling, and secure storage of student education records encountered during document review and discovery, and it imposes restrictions on the dissemination of such records consistent with FERPA requirements.

Any substantive FERPA regulatory advisory work — such as the development or review of WET's student privacy compliance programs, FERPA training for WET staff, or responses to FERPA complaints filed with the U.S. Department of Education — is outside the scope of this engagement and should be addressed by counsel with specialized expertise in education privacy law.

IX. Budget Implications

WET has established a Year 1 fee budget of $350,000 for this engagement. Pursuant to WET OGG v.4.2, any expenditure exceeding the Year 1 budget requires prior written approval from General Counsel Priya Anand-Desai.

Based on our current assessment of the anticipated scope and complexity of the three workstreams, we estimate the following budget allocation:

The blended effective rate for the engagement team is estimated at $476.50 per hour, based on the following estimated hours allocation:

At the blended rate of $476.50 per hour, the $350,000 Year 1 budget allows for approximately 734 hours of total work across all three workstreams. While this budget is adequate for the advisory phase and a moderate level of litigation activity, it may prove insufficient if the engagement encounters several compounding risk factors simultaneously.

C&H will deliver quarterly budget-to-actual reports to WET, comparing actual fees incurred against the budgeted amounts for each phase and each workstream. These reports will be delivered in the format specified in WET OGG v.4.2 and will include a narrative explanation of any material variances from the budget, as well as a forward-looking estimate of anticipated expenditures for the next quarter.

Risk Factor. We wish to flag a significant budgetary risk: if all eight identified potential individual claimants file suit in different jurisdictions, and if Pinnacle Risk Underwriters does not confirm EPLI coverage (thereby leaving WET responsible for the full cost of defense without carrier funding), the defense costs associated with Workstream C alone could substantially exceed the Year 1 budget. In that scenario, the engagement team would promptly notify WET General Counsel Priya Anand-Desai and seek authorization for a budget increase. C&H recommends that this risk be discussed with WET at the time of engagement letter execution so that WET can plan accordingly and consider the importance of early and aggressive pursuit of the EPLI tender.

X. Recommendations

Based on the foregoing analysis, we make the following recommendations:

1. Three-Workstream Scope. The engagement letter should define the scope of C&H's representation of WET as encompassing three distinct but interrelated workstreams: (a) defense of the PERB unfair labor practice charge (Case No. PERB-2026-ULP-0041); (b) multi-state employment law advisory services in connection with the elimination of 47 FTE positions across Delaware, Pennsylvania, and New Jersey; and (c) defense of individual wrongful-termination and related claims brought by affected faculty members.

2. Express Carve-Outs. The engagement letter should expressly carve out the following areas as outside the scope of representation: (i) board-level governance advice; (ii) charter school regulatory compliance advice; (iii) tax-exempt status advice; (iv) collective bargaining agreement negotiation beyond the current PERB charge and related impact bargaining; and (v) substantive FERPA regulatory advisory work. Each carve-out should be clearly stated in the engagement letter to avoid any ambiguity regarding the boundaries of the engagement.

3. Insurance Coordination Provision. The engagement letter should address the insurance coordination contingency, providing that C&H will serve as lead counsel for WET and will coordinate with any Pinnacle-appointed panel counsel in the event that Pinnacle accepts the EPLI tender and designates panel counsel to defend individual claims. The engagement letter should further provide that C&H will track fees and costs by individual claim to facilitate self-insured retention accounting.

4. Prompt EPLI Tender. C&H should promptly assist WET in preparing EPLI tender letters for both the PERB ULP charge and the anticipated individual claims. Given the time-sensitivity of the tender obligations under the EPLI policy, this should be treated as a priority task immediately following execution of the engagement letter. The two already-received demand letters should be tendered as soon as practicable.

5. Scope Expansion Mechanism. The engagement letter should provide a clear and efficient mechanism for expanding the scope of representation in the event that additional matters arise from the Restructuring Plan. We recommend that the engagement letter provide that the scope may be expanded upon written authorization from WET General Counsel Priya Anand-Desai (or her designee), without the necessity of executing a new engagement letter for each incremental expansion. However, any expansion that involves representation of different parties (such as individual board members or officers) or that implicates new conflicts issues would require a separate engagement letter and conflicts assessment.

6. Immediate PERB Answer Preparation. Given the March 10, 2026 deadline for WET's answer to the PERB ULP charge, C&H should begin substantive work on the answer immediately upon execution of the engagement letter. If the engagement letter is executed on the target date of February 21, 2026, this will allow approximately seventeen (17) days for answer preparation — a compressed but adequate timeline. To maximize available time, we recommend that the team begin preliminary factual investigation and document collection prior to engagement letter execution, to the extent such pre-engagement work is authorized by WET.

7. CTNB Notification Assessment. C&H should confirm with WET whether the Covenant Trust National Bank material litigation notification covenant has been triggered or should be triggered by the PERB charge and anticipated individual claims, and should assist WET in drafting any required notification to CTNB. This assessment should be completed promptly, as delayed notification could constitute a covenant default under the credit facility agreement.

XI. Conclusion

The three-workstream scope of representation proposed in this memorandum is designed to provide WET with comprehensive coverage of its employment-law needs arising from the faculty restructuring plan while maintaining clear and defensible boundaries around the engagement. By structuring the engagement as three distinct but coordinated workstreams — PERB ULP defense, multi-state employment law advisory, and individual wrongful-termination claims defense — C&H can efficiently deploy resources, manage conflicts, and deliver integrated legal services that account for the interconnections among the various matters.

The proposed scope is consistent with

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
FROM: Nadia Petrov, Lead Associate, Labor & Employment Practice Group James Underwood, Working Associate, Labor & Employment Practice Group
TO: Miriam Calloway, Responsible Partner, Healthcare & Life Sciences Practice Group
DATE: February 12, 2026
RE: Scope of Representation — Wyndmere Education Trust Faculty Restructuring Matters Matter No. 1040-00001; Client No. C-88214
OFFICE: Calderwood & Harkness LLP 600 Market Street, Suite 4200 Philadelphia, PA 19106
I. Purpose and Executive Summary
This memorandum analyzes and defines the proposed scope of representation of Wyndmere Education Trust ("WET"), a Delaware nonprofit corporation (EIN 84-3291076), recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and headquartered at 1400 Brandywine Boulevard, Suite 300, Wilmington, Delaware 19801. WET has retained Calderwood & Harkness LLP ("C&H") as successor employment counsel in connection with its recently announced faculty restructuring plan and the legal proceedings and regulatory compliance obligations arising therefrom. This memorandum is intended to inform and guide the drafting of the formal engagement letter between C&H and WET, which the parties have targeted for execution no later than February 21, 2026.
WET operates a network of twelve public charter schools spanning three states — Delaware, Pennsylvania, and New Jersey — serving approximately 8,400 students in kindergarten through twelfth grade during the current 2025–2026 school year. This figure represents a decline of approximately 700 students (7.7%) from the 9,100 students enrolled during the 2023–2024 school year, a trend that has placed significant financial pressure on the organization. WET's annual operating budget for fiscal year 2025 stands at $112.4 million, and the organization projects a $4.8 million operating deficit for fiscal year 2027 absent corrective measures.
In response to these financial pressures, WET publicly announced on January 6, 2026, a comprehensive faculty restructuring plan (the "Restructuring Plan") that contemplates the elimination of forty-seven (47) full-time equivalent ("FTE") teaching positions across six of its twelve charter schools, effective for the 2026–2027 school year. The affected positions are distributed across WET's three-state footprint as follows: twenty-eight (28) positions in Delaware, eleven (11) positions in Pennsylvania, and eight (8) positions in New Jersey.
The Restructuring Plan has already generated significant legal activity. On February 3, 2026, the Veltrano Federation of Educators, Local 1147 ("RFE" or the "Union"), which represents approximately 340 unionized educators across five WET charter schools in Delaware, filed an unfair labor practice ("ULP") charge before the Delaware Public Employment Relations Board ("PERB"), Case No. PERB-2026-ULP-0041, alleging that WET failed to bargain in good faith over the impact of the Restructuring Plan on unionized educators. Additionally, WET's General Counsel, Priya Anand-Desai, has identified eight former faculty members who have retained or are seeking individual counsel to pursue wrongful-termination and related claims.
The C&H engagement was formally opened on February 10, 2026. This memorandum is prepared to accomplish the following objectives:
(a) Recommend a clear, three-workstream scope of representation that addresses the full range of WET's employment-law needs arising from the Restructuring Plan;
(b) Identify areas of legal work that should be expressly carved out of the engagement to avoid scope creep, manage conflicts, and ensure appropriate specialization;
(c) Flag insurance coordination issues, particularly with respect to WET's Employment Practices Liability Insurance ("EPLI") policy issued by Pinnacle Risk Underwriters, Inc.; and
(d) Address budgetary considerations and staffing requirements for the engagement.
The three proposed workstreams are as follows:
Workstream A: Defense of the PERB unfair labor practice charge (Case No. PERB-2026-ULP-0041);
Workstream B: Multi-state employment law advisory services in connection with the elimination of 47 FTE positions across Delaware, Pennsylvania, and New Jersey; and
Workstream C: Defense of individual wrongful-termination and related claims brought by affected faculty members.
We further recommend that the engagement letter expressly carve out board-level governance advice, charter school regulatory compliance, tax-exempt status advice, collective bargaining agreement negotiation beyond the current PERB charge, and substantive FERPA regulatory advisory work, unless separately authorized by the client.
We note at the outset that time-sensitivity is a critical concern. WET's answer to the PERB ULP charge is due on March 10, 2026, which is thirty (30) days from the February 3, 2026 filing date. If the engagement letter is executed on the target date of February 21, 2026, this will leave the team approximately seventeen (17) days for substantive answer preparation — a compressed but manageable timeline, provided that work begins immediately upon execution.
II. Background
A. The Client
Wyndmere Education Trust was founded in 2009 as a Delaware nonprofit corporation organized for the purpose of establishing and operating public charter schools. WET is recognized as exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. Since its founding, WET has grown from a single charter school in Wilmington, Delaware, to a network of twelve public charter schools serving students across Delaware, Pennsylvania, and New Jersey.
The following individuals serve in key leadership positions at WET and are the primary points of contact for this engagement:
Board Chair: Dr. Eleanor Voss, Ed.D., a former superintendent of the Veltrano Unified School District, who has served as WET's Board Chair since 2019. Dr. Voss provides strategic oversight of the Board of Directors and has been actively involved in the Board's consideration and approval of the Restructuring Plan.
President & Chief Executive Officer: Marcus Whitfield, who has served as WET's President and CEO since 2017. Mr. Whitfield was the primary architect of the Restructuring Plan and announced the plan publicly on January 6, 2026. He is expected to be a key witness in the PERB proceedings and potentially in any individual litigation.
General Counsel: Priya Anand-Desai, Esq., who serves as WET's in-house General Counsel and is the designated client contact for all legal matters arising from the Restructuring Plan. Ms. Anand-Desai is responsible for managing WET's relationships with outside counsel and administers the WET Outside Counsel Guidelines, Version 4.2 ("WET OGG v.4.2"), which governs the terms of C&H's engagement.
Chief Human Resources Officer: Tobias Engstrom, who oversees all human resources functions for WET's twelve-school network, including the implementation of the Restructuring Plan. Mr. Engstrom is responsible for maintaining employee records, administering separation processes, and managing WET's relationship with the Union. He is an anticipated key witness in the PERB proceedings.
WET's outside auditor is Hargrove & Linden CPAs LLP (engagement partner Dennis Linden), located in Philadelphia, Pennsylvania. Hargrove & Linden has served as WET's independent auditor for the past four fiscal years and is familiar with WET's financial position and the enrollment-driven revenue pressures that precipitated the Restructuring Plan.
WET's primary banking relationship is with Covenant Trust National Bank ("CTNB"), managed by relationship manager Sandra Falk, whose offices are at 200 South Broad Street, Philadelphia, PA 19102. WET maintains an $18.5 million revolving credit facility with CTNB. As discussed further in Section VII below, the CTNB credit facility contains covenants requiring WET to provide notification of material litigation, which may be triggered by the PERB charge and anticipated individual claims.
B. Prior Counsel Transition
WET was previously represented in employment-law matters by Kessler & Montague LLP ("K&M"), a Wilmington-based law firm. The lead partner on the K&M engagement was Arthur Kessler, and K&M's offices are located at 900 King Street, Suite 500, Wilmington, Delaware 19801. K&M provided employment-law counsel to WET for approximately six years.
K&M ceased representing WET effective December 31, 2025. The termination of the engagement resulted from a conflict of interest arising from K&M's merger in late 2025 with a law firm that represents the Thornfield-affiliated teachers' union. Because the Thornfield-affiliated union's interests are adverse — or potentially adverse — to WET's interests in connection with the Restructuring Plan and the related wage-and-hour dispute discussed below, K&M determined that continued representation of WET was untenable and withdrew from the engagement.
Calderwood & Harkness was approached by WET General Counsel Priya Anand-Desai in mid-January 2026 to serve as successor counsel. Following completion of the firm's standard conflicts clearance process, C&H agreed to undertake the representation. The matter was formally opened on February 10, 2026, under Matter No. 1040-00001 and Client No. C-88214.
C. The Faculty Restructuring Plan
The Restructuring Plan was publicly announced by President and CEO Marcus Whitfield on January 6, 2026. The plan is driven by two converging financial pressures: (1) the sustained decline in student enrollment across WET's charter school network, which fell from approximately 9,100 students in the 2023–2024 school year to approximately 8,400 students in the current 2025–2026 school year — a decline of 700 students, or 7.7%; and (2) WET's projection of a $4.8 million operating deficit for fiscal year 2027, which management has determined cannot be addressed through non-personnel expenditure reductions alone.
The Restructuring Plan contemplates the elimination of forty-seven (47) full-time equivalent teaching positions across six of WET's twelve charter schools, distributed as follows:
• Delaware: 28 positions across five charter schools, all of which are within the RFE Local 1147 bargaining unit;
• Pennsylvania: 11 positions across one charter school, all non-union; and
• New Jersey: 8 positions across one charter school, all non-union.
The Restructuring Plan is intended to take effect for the 2026–2027 school year. Affected faculty members are expected to receive formal notices of non-renewal or termination in accordance with applicable contractual and statutory requirements, the analysis of which forms a core component of the proposed Workstream B advisory engagement.
D. Key Adverse Parties and Counsel
The following parties have been identified as adverse or potentially adverse to WET in connection with matters arising from the Restructuring Plan:
Veltrano Federation of Educators, Local 1147. RFE Local 1147 (President: Diane Kowalski) is headquartered at 330 North Walnut Street, Wilmington, Delaware 19802. RFE represents approximately 340 unionized educators across five WET charter schools in Delaware. RFE is the charging party in the PERB ULP proceeding (Case No. PERB-2026-ULP-0041). RFE is represented by Feinberg, Adler & Ross LLP (lead partner Rachel Feinberg), located at 110 West 10th Street, Suite 700, Wilmington, Delaware 19801. Ms. Feinberg is an experienced labor-law practitioner who has represented RFE and other Delaware public employee unions in multiple PERB proceedings over the past decade.
Thornfield Academy of Sciences, Inc. Thornfield Academy (Executive Director: Dr. Claudia Rennert; in-house General Counsel: Seamus O'Halloran) is located at 2250 Arch Street, Philadelphia, Pennsylvania 19103. Thornfield was formerly affiliated with WET through a Joint Educational Services Agreement dated September 1, 2018 (the "JESA"). The affiliation was severed effective June 30, 2022, and Thornfield now operates independently as a separate charter school entity. Thornfield is potentially adverse to WET in connection with a pending wage-and-hour dispute involving former WET employees who transferred to Thornfield under the JESA. Thornfield is represented by Bracken, Lowe & Hartsfield LLP (lead partner Victoria Bracken), located at 1700 JFK Boulevard, Suite 2800, Philadelphia, Pennsylvania 19103.
Conflicts Note Regarding Thornfield. C&H previously represented Thornfield Academy of Sciences, Inc. in a matter before the Delaware Court of Chancery, Case No. 2023-0847-SG, from March 2023 through August 2024. That representation was led by partner Conrad Ashworth. In light of C&H's prior representation of Thornfield, a separate conflicts clearance process has been undertaken. C&H obtained a written conflict waiver from Thornfield's General Counsel, Seamus O'Halloran, dated January 28, 2026, consenting to C&H's representation of WET in the current matters. In addition, C&H has implemented an ethical screen isolating Conrad Ashworth and all attorneys and staff who worked on the Thornfield Chancery Court matter from any involvement in the WET engagement. No information obtained during the prior Thornfield representation may be accessed, reviewed, or utilized in connection with the WET engagement. Compliance with the ethical screen is being monitored by the C&H General Counsel's office.
III. Proposed Workstream A: Defense of PERB Unfair Labor Practice Charge (Case No. PERB-2026-ULP-0041)
A. Description of the Charge
On February 3, 2026, the Veltrano Federation of Educators, Local 1147, filed an unfair labor practice charge against WET before the Delaware Public Employment Relations Board. The charge has been assigned Case No. PERB-2026-ULP-0041 and is currently pending before PERB in its initial investigatory stage.
The ULP charge alleges that WET failed to bargain in good faith with RFE over the impact of the Restructuring Plan on unionized educators employed at the five WET charter schools in Delaware where RFE serves as the exclusive bargaining representative. Specifically, the charge asserts that WET's decision to eliminate twenty-eight (28) teaching positions within the bargaining unit was announced publicly on January 6, 2026, without prior notice to or consultation with RFE, and that WET thereafter refused or failed to engage in meaningful impact bargaining over the effects of the restructuring on affected bargaining-unit employees, in violation of the Delaware Public School Employment Relations Act, 14 Del. C. § 4001 et seq.
The Union contends that WET was obligated under the Act and under the parties' existing collective bargaining agreement ("CBA") to provide advance notice to RFE of the proposed position eliminations and to bargain over the impact and effects of the restructuring, including but not limited to the selection criteria for determining which bargaining-unit employees would be laid off, severance or transition benefits, recall rights, transfer opportunities to other WET schools, and the timeline for implementation. The Union further alleges that WET's failure to engage in impact bargaining constitutes a per se violation of its statutory duty to bargain in good faith.
RFE is represented in this proceeding by Feinberg, Adler & Ross LLP, with Rachel Feinberg serving as lead counsel. Ms. Feinberg filed the charge on behalf of RFE and has indicated, through correspondence with WET General Counsel Priya Anand-Desai, that RFE intends to pursue the charge vigorously through evidentiary hearing if a negotiated resolution cannot be reached.
B. Scope of Representation for This Workstream
The proposed scope of C&H's representation in Workstream A encompasses the following activities:
1. Answer to ULP Charge. Preparation and filing of WET's formal answer to the ULP charge before PERB. The answer is due on March 10, 2026, which is thirty (30) days from the filing date. The answer must respond to each of the Union's allegations and set forth WET's affirmative defenses, which are expected to include, among others, that WET had no obligation to bargain over the decision to restructure (as distinguished from the impact of the decision), that WET provided adequate notice to RFE, and that any failure to engage in impact bargaining was attributable to the compressed timeline dictated by the school-year calendar and RFE's own refusal to engage in productive discussions.
2. Representation in PERB Proceedings. Full representation of WET in all stages of the PERB proceeding, including any investigatory conferences convened by the PERB investigator, pre-hearing conferences, evidentiary hearings before a PERB hearing officer, and any appeal of an adverse PERB determination to the Delaware Superior Court pursuant to 14 Del. C. § 4014.
3. Pre-Hearing discovery and Document Production. Coordination and management of all pre-hearing discovery obligations, including the identification, collection, review, and production of relevant documents. Anticipated document categories include internal communications regarding the Restructuring Plan, financial and enrollment data supporting the decision, correspondence between WET and RFE, CBA provisions, prior bargaining history, and personnel records of affected bargaining-unit employees.
4. Witness Preparation. Preparation of WET witnesses for testimony at evidentiary hearings. Anticipated witnesses include Tobias Engstrom (Chief Human Resources Officer), Marcus Whitfield (President and CEO), and Priya Anand-Desai (General Counsel). Additional witnesses may be identified as the case develops. Witness preparation will include the development of direct examination outlines, anticipated cross-examination preparation, and review of relevant documents with each witness.
5. Settlement Negotiations. Negotiation of any settlement or resolution of the ULP charge with RFE Local 1147 and its counsel, Feinberg, Adler & Ross LLP. Any proposed settlement terms will be presented to WET for approval prior to finalization. Settlement authority rests with WET, acting through its General Counsel or her designee.
6. CBA Compliance Advisory. Advisory services related to WET's obligations under the existing CBA with RFE, including interpretation of relevant CBA provisions governing layoffs, reductions in force, seniority, recall rights, and impact bargaining obligations. This advisory work is directly related to and supportive of the PERB defense and is included within this workstream rather than Workstream B to maintain consistency and avoid duplication of effort.
C. Staffing and Key Deadlines
The following C&H attorneys are assigned to Workstream A:
Responsible Partner: Miriam Calloway. Ms. Calloway is admitted to the bars of both Delaware and Pennsylvania and will provide strategic oversight and partner-level review of all significant filings and substantive work product.
Lead Associate: Nadia Petrov. Ms. Petrov is admitted to the bars of Pennsylvania and New Jersey. She is not currently admitted in Delaware. To the extent that PERB proceedings require the appearance of Delaware-admitted counsel, Ms. Petrov will coordinate with Mr. Underwood, who is admitted in Delaware and will serve as counsel of record for PERB filings. If PERB proceedings require Ms. Petrov's direct participation, she will seek admission pro hac vice or, alternatively, arrangements for local counsel representation will be made as appropriate.
Working Associate: James Underwood. Mr. Underwood is admitted to the Delaware bar and is based in C&H's Wilmington office. He will serve as counsel of record for all PERB filings and will handle day-to-day procedural matters before PERB. Mr. Underwood's familiarity with Delaware labor law and the Delaware PERB process makes him well-positioned for this role.
The critical deadline for Workstream A is the PERB answer due date of March 10, 2026. As of the date of this memorandum, this deadline is approximately twenty-six (26) days away. If the engagement letter is executed on the target date of February 21, 2026, the team will have approximately seventeen (17) days for substantive answer preparation. This timeline, while compressed, is manageable provided that the team begins preliminary factual investigation and document collection promptly upon engagement letter execution.
Additional key milestones anticipated in the PERB proceeding include:
• PERB investigatory conference (typically scheduled 30–60 days after answer filing);
• Pre-hearing conference and scheduling order (typically 60–90 days after answer filing);
• Evidentiary hearing (typically scheduled within 120–180 days of the charge filing, depending on PERB's docket); and
• PERB decision (typically issued within 60–90 days following the close of the evidentiary hearing record).
D. Relationship to Other Workstreams
The PERB ULP defense is closely interconnected with Workstream B (Multi-State Employment Law Advisory) because the legal validity and procedural propriety of the Restructuring Plan under Delaware employment and education law form part of the factual and legal foundation of WET's defense. The team must ensure that the legal positions taken in the PERB answer and proceedings are consistent with the advisory analysis being conducted under Workstream B regarding WET's compliance with Delaware Code Title 19 and Title 14 requirements.
There is also potential overlap with Workstream C (Individual Wrongful-Termination Claims Defense), as some of the individual claimants may be bargaining-unit employees whose positions are being eliminated as part of the 28 Delaware positions addressed in the PERB proceeding. Factual and legal positions taken in the PERB defense must be coordinated with the defense of any individual claims to avoid inconsistent positions that could be used to WET's disadvantage.
Additionally, the pending wage-and-hour dispute involving former WET employees who transferred to Thornfield Academy of Sciences may create factual overlap with the PERB proceeding, particularly if any of the 28 eliminated Delaware positions are held by employees who previously transferred from Thornfield or were involved in the JESA transition. The team should coordinate factual investigation across all workstreams to ensure consistency and to identify any issues that may arise from the C&H ethical screen isolating Conrad Ashworth.
It bears emphasis that the twenty-eight (28) Delaware positions are within the RFE bargaining unit and are the subject of the PERB charge. The eleven (11) Pennsylvania positions and eight (8) New Jersey positions are non-union and are not directly at issue in the PERB proceeding. Employment-law compliance for those non-union positions is addressed exclusively in Workstream B.
IV. Proposed Workstream B: Multi-State Employment Law Advisory
A. Description. Workstream B encompasses advisory work on compliance with the employment laws of Delaware, Pennsylvania, and New Jersey as applied to the elimination of the forty-seven (47) FTE teaching positions contemplated by the Restructuring Plan. This workstream is advisory in nature and is distinct from the litigation defense work addressed in Workstreams A and C. However, the legal analyses developed under Workstream B will directly support and inform the litigation defense positions taken in those workstreams.
The advisory work covers the full geographic scope of the Restructuring Plan and addresses the compliance obligations arising in each of the three states where positions are being eliminated:
• Delaware: 28 positions (unionized, within RFE Local 1147 bargaining unit);
• Pennsylvania: 11 positions (non-union); and
• New Jersey: 8 positions (non-union).
B. Specific Advisory Areas
The following specific areas of analysis and advice are contemplated within Workstream B:
Federal WARN Act Analysis. C&H will analyze whether the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. ("WARN Act"), applies to the Restructuring Plan. The WARN Act generally requires employers with 100 or more employees to provide sixty (60) days' advance written notice of a "plant closing" or "mass layoff" as those terms are defined in the statute. Key analytical issues include: (i) whether WET, as a nonprofit charter school operator, qualifies as an "employer" subject to the WARN Act; (ii) whether the elimination of positions across multiple school sites, each of which may employ fewer than the statutory thresholds, constitutes a "mass layoff" or "plant closing" at any single "site of employment" within the meaning of the Act; (iii) whether individual charter schools within the WET network are considered separate "sites of employment" or whether WET's network should be treated as a single employer for WARN Act purposes; and (iv) the applicability of any WARN Act exceptions, including the "faltering company" exception, the "unforeseen business circumstances" exception, and the "natural disaster" exception, to the extent any are relevant.
State Mini-WARN Act Equivalents. C&H will analyze the applicability of state-level equivalents to the federal WARN Act, with a particular focus on the following:
New Jersey: The Millville Dallas Airmotive Plant Job Loss Notification Act, N.J.S.A. 34:21-1 et seq. (commonly referred to as the "NJ WARN Act"), imposes notice requirements on employers undertaking mass layoffs, transfers, or terminations of operations in New Jersey. The NJ WARN Act has a lower threshold (generally 100 or more employees) and a longer notice period (90 days, compared to 60 days under federal WARN) in certain circumstances. C&H will analyze whether the elimination of the 8 New Jersey positions triggers the NJ WARN Act's notice requirements, taking into account the total number of employees at the affected New Jersey school and WET's total New Jersey workforce.
Pennsylvania: Pennsylvania does not have a state-level mini-WARN statute. However, C&H will assess whether any local ordinances in the municipalities where WET's Pennsylvania school is located impose any supplemental notice or reporting obligations in connection with workforce reductions.
Delaware Employment Law. C&H will analyze WET's obligations under Delaware Code Title 19 (Labor) regarding notice obligations, final pay requirements (19 Del. C. § 1103), and any other employment-law requirements triggered by the termination of the 28 Delaware positions. Additionally, C&H will analyze any impact on charter-school-specific statutory frameworks under Delaware Code Title 14 (Education) to the extent those frameworks impose employment-related obligations distinct from general employment law — for example, requirements regarding teacher notification, contract renewal, and reduction-in-force procedures that may apply specifically to charter school educators in Delaware.
Pennsylvania Employment Law. C&H will analyze WET's obligations under the Pennsylvania Wage Payment and Collection Law, 43 P.S. § 260.1 et seq., with respect to the 11 Pennsylvania positions. This analysis will address final pay requirements, the timing and manner of payment of all wages due upon termination, the treatment of accrued but unused paid time off, and any other Pennsylvania-specific statutory requirements applicable to the termination of employment.
New Jersey Employment Law. C&H will analyze WET's compliance obligations under applicable New Jersey employment statutes, including the Conscientious Employee Protection Act ("CEPA"), N.J.S.A. 34:19-1 et seq., the New Jersey Law Against Discrimination ("NJLAD"), N.J.S.A. 10:5-1 et seq., and the NJ WARN Act, as discussed above. The CEPA analysis is included because, in the context of a reduction in force, terminated employees may assert that their termination was retaliatory in nature; understanding WET's exposure to CEPA claims is an important component of the risk assessment for the New Jersey positions.
Reduction-in-Force Best Practices. C&H will advise WET on reduction-in-force ("RIF") best practices to minimize legal exposure and ensure compliance with applicable federal and state anti-discrimination laws. This advisory work will include:
• Adverse impact analysis: Statistical analysis of the proposed terminations to identify any disproportionate impact on employees in protected classes based on age, race, gender, national origin, disability, or other protected characteristics;
• Selection criteria review: Review of the criteria used by WET to select which positions and which individual employees are being eliminated to ensure that the criteria are objective, consistently applied, and defensible;
• Age discrimination considerations: Analysis under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. ("ADEA"), and state equivalents, including compliance with the Older Workers Benefit Protection Act ("OWBPA") requirements for valid age discrimination waivers in the context of group termination programs;
• Separation agreement and release templates: Preparation of template separation agreements and general releases of claims for use with affected employees, incorporating OWBPA-compliant consideration periods, revocation periods, and disclosure requirements (including the required "decisional unit" information and age-band data); and
• Documentation guidance: Guidance on proper documentation of the business rationale for the restructuring and the selection process to create a defensible record in the event of subsequent litigation.
Benefits Continuation. C&H will advise WET on its obligations regarding the continuation of employee benefits following termination, including:
• COBRA compliance: Preparation or review of COBRA election notices for terminated employees and dependents, in compliance with 29 U.S.C. § 1161 et seq., including analysis of applicable notification timeframes and WET's administrative obligations as a plan sponsor;
• State continuation requirements: Analysis of any state-level health insurance continuation requirements in Delaware, Pennsylvania, or New Jersey that supplement or exceed federal COBRA requirements;
• Pension and retirement benefits: Analysis of the impact of termination on affected employees' pension or retirement benefits under any WET-sponsored retirement plans, including vesting implications, distribution options, and rollover requirements.
C. Scope Boundaries
The advisory work under Workstream B is limited to employment-law compliance related to the Restructuring Plan. The following areas are expressly excluded from the scope of this workstream:
• Advice on collective bargaining strategy is not included within Workstream B. To the extent that the PERB defense involves advisory work on CBA interpretation and impact bargaining obligations, that work is addressed within Workstream A to maintain coherence and avoid duplication. Workstream B focuses on statutory compliance and RIF best practices, not on the labor-relations dimension of the restructuring.
• Advice on charter school regulatory compliance — including charter renewals, authorizer reporting and notification obligations, and compliance with state charter school statutes to the extent such compliance is unrelated to employment law — is not included within Workstream B. We recommend that WET engage separate education-law counsel with expertise in charter school regulatory matters if such advice is needed, as the charter renewal process in particular involves specialized regulatory considerations that fall outside the core competency of the C&H Labor & Employment Practice Group.
D. Staffing. The following C&H attorneys are assigned to Workstream B:
Lead Associate: Nadia Petrov, who will lead the advisory analysis for Pennsylvania and New Jersey employment law issues. Ms. Petrov's admission to the Pennsylvania and New Jersey bars and her background in employment-law compliance position her well for this role.
Working Associate: James Underwood, who will lead the advisory analysis for Delaware employment law issues. Mr. Underwood's admission to the Delaware bar and his familiarity with Delaware employment and education statutes are well-suited to this component of the engagement.
Partner Oversight: Miriam Calloway, who will provide strategic oversight and partner-level review of all advisory work product.
We note that the complexity and volume of New Jersey-specific issues may warrant the engagement of local counsel in New Jersey, depending on the nature and scope of the issues that emerge during the advisory process. Any engagement of local counsel or addition of new timekeepers to the engagement requires prior written approval from WET General Counsel Priya Anand-Desai, in accordance with WET Outside Counsel Guidelines v.4.2.
V. Proposed Workstream C: Defense of Individual Wrongful-Termination Claims
A. Description of Known and Anticipated Claims
WET General Counsel Priya Anand-Desai has advised C&H that eight (8) former faculty members affected by the Restructuring Plan have either retained individual counsel or are in the process of seeking individual counsel to pursue claims against WET arising from their termination. The claims landscape is evolving rapidly, and additional claimants may emerge as the Restructuring Plan is further implemented.
Two formal demand letters have already been received by WET. The first demand letter, dated January 22, 2026, was received from counsel for a former Delaware-based educator and asserts claims for wrongful termination, age discrimination, and breach of contract. The second demand letter, dated January 29, 2026, was received from counsel for a former Pennsylvania-based educator and asserts claims for wrongful termination, retaliatory discharge, and gender discrimination. C&H has reviewed copies of both demand letters provided by Ms. Anand-Desai.
Based on the information currently available, anticipated claims from the identified claimants may include, but are not limited to, the following theories of liability:
• Wrongful termination in violation of public policy;
• Breach of employment contract (including claims based on implied contract theories and employee handbook provisions);
• Age discrimination under the ADEA and state equivalents (Delaware Discrimination in Employment Act, 19 Del. C. § 711; Pennsylvania Human Relations Act, 43 P.S. § 951 et seq.; New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 et seq.);
• Race, gender, and disability discrimination under Title VII, the ADA, and state equivalents;
• Retaliation under federal and state anti-discrimination and whistleblower statutes; and
• Promissory estoppel or detrimental reliance claims based on alleged representations regarding continued employment.
These claims may be filed in state or federal courts in Delaware, Pennsylvania, or New Jersey, or before administrative agencies including the Equal Employment Opportunity Commission ("EEOC"), the Delaware Department of Labor, the Pennsylvania Human Relations Commission ("PHRC"), or the New Jersey Division on Civil Rights ("DCR"). The jurisdictional diversity of potential filings underscores the multi-state complexity of this engagement.
B. Scope of Representation for This Workstream
The proposed scope of C&H's representation in Workstream C encompasses the following activities:
1. Demand Letter Response. Initial evaluation of the two demand letters already received and any subsequent demand letters, followed by preparation of written responses on behalf of WET. Responses will be crafted in coordination with WET General Counsel Priya Anand-Desai and will reflect WET's assessment of the merits of each claim and its approach to resolution.
2. Factual Investigation. Investigation of the factual bases for each individual claim, including review of personnel files, performance evaluations, disciplinary records, the selection criteria applied in the reduction in force, communications between the claimant and WET management, and any other relevant documentation. This investigation will be coordinated with the advisory work under Workstream B (particularly the adverse impact analysis and selection criteria review) to ensure consistency and efficiency.
3. Pre-Litigation Negotiations and Settlement Discussions. Representation of WET in pre-litigation negotiations and settlement discussions with individual claimants and their counsel. Any proposed settlement terms will be presented to WET for approval prior to finalization. Settlement authority rests with WET, acting through its General Counsel or her designee.
4. Litigation Defense. Defense of WET in any filed litigation, including preparation of responsive pleadings (answers, motions to dismiss, motions for summary judgment), management of discovery (written discovery, depositions, expert discovery), motions practice, pre-trial preparation, and trial if necessary. Given the multi-jurisdictional nature of potential filings, the team will need to coordinate admissions, local counsel arrangements, and procedural requirements across multiple courts and agencies.
5. Administrative Agency Proceedings. Representation of WET in any proceedings before the EEOC, the Delaware Department of Labor, the PHRC, the New Jersey DCR, or other administrative agencies where individual claims are filed. This includes preparation of position statements, participation in mediations or conciliation conferences, and any related proceedings.
6. Insurance Coordination. Coordination with Pinnacle Risk Underwriters, Inc. regarding EPLI coverage for individual claims, as described more fully in Section VI below.
C. Staffing and Resource Considerations
The following C&H attorneys are assigned to Workstream C:
Lead Associate: Nadia Petrov, who will take the lead on individual claims filed in Pennsylvania and New Jersey. Ms. Petrov's litigation experience and bar admissions position her to handle these matters efficiently.
Working Associate: James Underwood, who will take the lead on individual claims filed in Delaware. His Delaware bar admission and proximity to the Delaware courts from C&H's Wilmington office make him the natural point person for Delaware-based claims.
Partner Oversight: Miriam Calloway, who will provide strategic oversight and partner-level review of all significant filings, settlement discussions, and substantive work product across all individual claims.
We note an important resource planning consideration: if all eight identified potential individual claimants file suit — and if additional claimants emerge as the Restructuring Plan is implemented — the volume of individual claims may exceed the current team's capacity. In that event, additional C&H attorneys or contract attorneys may need to be added to the team. Consistent with WET OGG v.4.2, all new timekeepers are subject to prior written approval from WET General Counsel Priya Anand-Desai.
Additionally, if Pinnacle Risk Underwriters confirms EPLI coverage and appoints panel counsel to defend some or all of the individual claims, the staffing model for Workstream C may change significantly. This contingency is addressed in greater detail in Section VI below.
D. Relationship to Thornfield Wage-and-Hour Dispute
Some of the individual claimants in Workstream C may be former WET employees who transferred to Thornfield Academy of Sciences, Inc. under the now-terminated Joint Educational Services Agreement. The pending wage-and-hour dispute between WET and Thornfield, in which the parties dispute responsibility for certain compensation obligations incurred during the period of JESA affiliation, may create overlapping factual and legal issues with the individual claims.
For example, an individual claimant who transferred from WET to Thornfield under the JESA and subsequently returned to WET may raise factual issues regarding the continuity of employment, accrued seniority, and the calculation of benefits that implicate the JESA and the wage-and-hour dispute. Similarly, the individual claimant's personnel records and employment history may span both the WET and Thornfield periods, potentially creating document production and privilege issues that must be navigated carefully.
Thornfield is now independently represented by Bracken, Lowe & Hartsfield LLP, with Victoria Bracken serving as lead partner. C&H will need to coordinate with Bracken, Lowe & Hartsfield on any discovery or factual issues that overlap with the Thornfield wage-and-hour dispute, while maintaining the ethical screen isolating Conrad Ashworth from the WET engagement.
It cannot be emphasized too strongly that the ethical screen must be rigorously maintained throughout the engagement. No information obtained by C&H during its prior representation of Thornfield in the Chancery Court matter (Case No. 2023-0847-SG) may be accessed, reviewed, or utilized in connection with the WET engagement, regardless of how relevant or material such information might appear. Any questions regarding the scope of the ethical screen should be directed to the C&H General Counsel's office.
VI. Insurance Coverage Coordination
A. Pinnacle Risk Underwriters EPLI Policy
WET maintains an Employment Practices Liability Insurance policy with Pinnacle Risk Underwriters, Inc. ("Pinnacle"), located at 140 Broadway, 30th Floor, New York, New York 10005. The key terms of the EPLI policy are as follows:
B. Tender Obligations
WET General Counsel Priya Anand-Desai has indicated that WET intends to tender both the PERB ULP charge and any individual wrongful-termination claims under the EPLI policy. C&H should assist WET in preparing the tender letter(s) to Pinnacle as part of this engagement. The preparation of tender letters is a natural extension of the defense work and falls squarely within the scope of the proposed engagement.
Timely tender is critical. EPLI policies typically contain provisions requiring the insured to provide notice of claims "as soon as practicable" or within a specified number of days after the insured becomes aware of the claim. Any delay in tendering the PERB charge or anticipated individual claims could provide Pinnacle with grounds to deny or disclaim coverage, which would expose WET to the full cost of defense and any resulting liability. We recommend that the PERB charge be tendered immediately upon execution of the engagement letter and that individual claims be tendered as they are received or, with respect to the two already-received demand letters, as soon as practicable after engagement.
C. Potential Coordination with Panel Counsel
If Pinnacle accepts the tender and confirms coverage under the EPLI policy, Pinnacle may exercise its right under the policy to appoint panel counsel to defend some or all of the individual claims. In that event, the scope of C&H's representation under Workstream C may need to be adjusted to accommodate the involvement of Pinnacle-appointed panel counsel.
C&H recommends that the engagement letter address this contingency directly. Specifically, we recommend that the engagement letter provide that C&H will serve as lead counsel for WET in all matters arising from the Restructuring Plan and will coordinate with any Pinnacle-appointed panel counsel as needed, unless WET and/or Pinnacle direct otherwise. This approach ensures continuity of strategic direction and prevents fragmentation of the defense across multiple law firms without centralized coordination.
The $150,000 per-claim self-insured retention means that WET will bear the initial defense costs for each individual claim up to the retention threshold before Pinnacle's coverage obligations are triggered. C&H should track its fees and costs by individual claim to facilitate retention accounting and to enable WET to accurately report to Pinnacle when the retention has been exhausted for each claim. This per-claim tracking should be reflected in C&H's billing practices from the outset of the engagement.
D. D&O Policy
In addition to the EPLI policy, WET maintains a Directors & Officers Liability Insurance policy with Pinnacle, Policy No. PRU-DNO-2025-44871, with a coverage limit of $10,000,000 and the same policy period (July 1, 2025 – June 30, 2026). The D&O policy is potentially relevant if any individual claims name WET board members or officers in their individual capacities — for example, if a claimant names Board Chair Dr. Eleanor Voss or President and CEO Marcus Whitfield as individual defendants in a discrimination or wrongful-termination action.
An important note for the engagement letter: the defense of individual board members or officers in their personal capacity, as distinguished from the defense of WET as an entity, would constitute a separate representation. Such representation would require separate conflict checks, separate assessment of the interests of the individual and the entity (which may diverge), and potentially a separate engagement letter. The proposed scope of the current engagement encompasses only the representation of WET as an entity. If individual board members or officers are named as defendants and seek representation by C&H, that representation would be addressed through a separate engagement process.
VII. Covenant Trust National Bank — Material Litigation Notification
As noted in Section II.A above, WET maintains an $18.5 million revolving credit facility with Covenant Trust National Bank (relationship manager Sandra Falk, 200 South Broad Street, Philadelphia, Pennsylvania 19102). The credit facility agreement contains covenants requiring WET to notify CTNB of material litigation or the threat of material litigation.
C&H should advise WET regarding whether the PERB ULP charge and/or the anticipated individual wrongful-termination claims trigger the material litigation notification covenant. The analysis will require review of the specific covenant language in the credit facility agreement to determine the definition of "material litigation," any applicable thresholds or qualifiers, and the required timing and manner of notification. Given the potential aggregate exposure from the PERB charge and up to eight (or more) individual claims, it is likely that the notification covenant is triggered or will be triggered as claims are formalized.
This advisory task falls within the scope of the proposed engagement to the extent it relates to the employment matters underlying the Restructuring Plan. Specifically, the assessment of whether the PERB charge and individual claims constitute "material litigation" under the credit facility covenant is a direct consequence of the legal proceedings that C&H is engaged to defend. However, broader advice regarding the credit facility — including amendment or modification of covenants, waiver requests, refinancing, or general banking relationship matters — is outside the scope of this engagement and should be addressed by WET's corporate or finance counsel.
If WET determines that notification is required, C&H should assist in drafting the notification letter to CTNB, working in coordination with WET General Counsel Priya Anand-Desai and any corporate counsel WET may designate. The notification letter should provide sufficient information to satisfy the covenant requirements while being carefully crafted to avoid unnecessary disclosure of privileged legal strategies or attorney work product.
VIII. Recommended Scope Exclusions and Carve-Outs
To ensure clarity regarding the boundaries of C&H's representation and to avoid scope creep, unmanaged conflicts, or unauthorized expansion of the engagement, we recommend that the engagement letter expressly identify the following areas as outside the scope of representation:
A. Board-Level Governance Advice
We recommend that advice to the WET Board of Directors on corporate governance matters be expressly carved out of this engagement. Such governance matters include, but are not limited to, the fiduciary duties of the WET Board in connection with the approval and implementation of the Restructuring Plan, the Board's process for deliberating and voting on the Restructuring Plan, and any Caremark-type oversight obligations that may arise in connection with the employment litigation and regulatory matters discussed herein.
The rationale for this carve-out is threefold. First, governance advice is a distinct discipline from employment law advisory and litigation defense, and it involves expertise in nonprofit corporate governance, Delaware nonprofit corporation law, and fiduciary duty analysis that may be better addressed by attorneys with specialized expertise in those areas. Second, governance advice directed to the Board may implicate separate privilege considerations, particularly if the interests of individual board members diverge from the interests of WET as an entity. Third, combining governance advice with employment litigation defense within a single engagement increases the risk of inadvertent waiver of privilege or the creation of communications that are not clearly attributable to one representation or the other.
If WET requires board-level governance advice in connection with the Restructuring Plan or the resulting litigation, C&H should open a separate matter, conduct a separate conflicts assessment, and execute a separate engagement letter specifically addressing the governance advisory engagement.
B. Charter School Regulatory Compliance
Advice on charter school regulatory compliance is not included within the scope of this engagement. This exclusion encompasses advice on charter renewals, authorizer reporting and notification obligations (including notifications to the Delaware Department of Education, the Pennsylvania Department of Education, and the New Jersey Department of Education), and compliance with state charter school statutes to the extent such compliance is unrelated to employment law.
The Restructuring Plan may trigger reporting obligations to charter authorizers — for example, the elimination of a significant number of teaching positions may raise questions about whether a school can continue to meet the staffing and instructional requirements set forth in its charter agreement. These regulatory questions fall outside the employment-law focus of this engagement, and WET may wish to engage separate education-regulatory counsel with specialized expertise in charter school law to address them.
C. Tax-Exempt Status Advice
Advice regarding the potential impact of the Restructuring Plan or the resulting litigation on WET's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code is not included within the scope of this engagement. While it is unlikely that the Restructuring Plan or the employment litigation would jeopardize WET's tax-exempt status, the question involves specialized tax-exempt organization expertise that falls outside the scope of employment law. WET should consult its tax advisors, potentially including its outside auditor, Hargrove & Linden CPAs LLP (engagement partner Dennis Linden), on any tax-exempt status concerns that may arise.
D. Collective Bargaining Agreement Negotiation
Representation of WET in future collective bargaining negotiations with RFE Local 1147 is not included within the scope of this engagement. The scope of Workstream A encompasses the defense of the current PERB ULP charge and related advisory work on CBA compliance and impact bargaining obligations, but it does not extend to the negotiation of a successor CBA or the reopening of economic or non-economic terms of the current CBA beyond what is directly at issue in the PERB proceeding.
If WET's CBA with RFE comes up for renewal during the engagement period, or if WET determines that it wishes to engage in successor CBA negotiations, separate authorization from WET would be required, and C&H would need to assess whether the scope of this engagement should be amended or whether a separate engagement should be opened.
E. FERPA Compliance Advisory
Substantive advisory work on compliance with the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, is not included as a separate workstream within this engagement. However, we recognize that FERPA data handling obligations will inevitably arise in the ordinary course of document review and discovery in connection with the PERB proceeding and individual claims defense. Student education records may be contained within or referenced in documents produced in discovery, and C&H personnel will need to handle such records in compliance with FERPA requirements.
C&H's compliance with FERPA data handling standards in the context of this engagement is addressed through the firm's Data Protection Addendum, the adequacy of which has been confirmed by Patricia Hwang, C&H's Chief Information Security Officer. The Data Protection Addendum establishes protocols for the identification, segregation, handling, and secure storage of student education records encountered during document review and discovery, and it imposes restrictions on the dissemination of such records consistent with FERPA requirements.
Any substantive FERPA regulatory advisory work — such as the development or review of WET's student privacy compliance programs, FERPA training for WET staff, or responses to FERPA complaints filed with the U.S. Department of Education — is outside the scope of this engagement and should be addressed by counsel with specialized expertise in education privacy law.
IX. Budget Implications
WET has established a Year 1 fee budget of $350,000 for this engagement. Pursuant to WET OGG v.4.2, any expenditure exceeding the Year 1 budget requires prior written approval from General Counsel Priya Anand-Desai.
Based on our current assessment of the anticipated scope and complexity of the three workstreams, we estimate the following budget allocation:
The blended effective rate for the engagement team is estimated at $476.50 per hour, based on the following estimated hours allocation:
At the blended rate of $476.50 per hour, the $350,000 Year 1 budget allows for approximately 734 hours of total work across all three workstreams. While this budget is adequate for the advisory phase and a moderate level of litigation activity, it may prove insufficient if the engagement encounters several compounding risk factors simultaneously.
C&H will deliver quarterly budget-to-actual reports to WET, comparing actual fees incurred against the budgeted amounts for each phase and each workstream. These reports will be delivered in the format specified in WET OGG v.4.2 and will include a narrative explanation of any material variances from the budget, as well as a forward-looking estimate of anticipated expenditures for the next quarter.
Risk Factor. We wish to flag a significant budgetary risk: if all eight identified potential individual claimants file suit in different jurisdictions, and if Pinnacle Risk Underwriters does not confirm EPLI coverage (thereby leaving WET responsible for the full cost of defense without carrier funding), the defense costs associated with Workstream C alone could substantially exceed the Year 1 budget. In that scenario, the engagement team would promptly notify WET General Counsel Priya Anand-Desai and seek authorization for a budget increase. C&H recommends that this risk be discussed with WET at the time of engagement letter execution so that WET can plan accordingly and consider the importance of early and aggressive pursuit of the EPLI tender.
X. Recommendations
Based on the foregoing analysis, we make the following recommendations:
1. Three-Workstream Scope. The engagement letter should define the scope of C&H's representation of WET as encompassing three distinct but interrelated workstreams: (a) defense of the PERB unfair labor practice charge (Case No. PERB-2026-ULP-0041); (b) multi-state employment law advisory services in connection with the elimination of 47 FTE positions across Delaware, Pennsylvania, and New Jersey; and (c) defense of individual wrongful-termination and related claims brought by affected faculty members.
2. Express Carve-Outs. The engagement letter should expressly carve out the following areas as outside the scope of representation: (i) board-level governance advice; (ii) charter school regulatory compliance advice; (iii) tax-exempt status advice; (iv) collective bargaining agreement negotiation beyond the current PERB charge and related impact bargaining; and (v) substantive FERPA regulatory advisory work. Each carve-out should be clearly stated in the engagement letter to avoid any ambiguity regarding the boundaries of the engagement.
3. Insurance Coordination Provision. The engagement letter should address the insurance coordination contingency, providing that C&H will serve as lead counsel for WET and will coordinate with any Pinnacle-appointed panel counsel in the event that Pinnacle accepts the EPLI tender and designates panel counsel to defend individual claims. The engagement letter should further provide that C&H will track fees and costs by individual claim to facilitate self-insured retention accounting.
4. Prompt EPLI Tender. C&H should promptly assist WET in preparing EPLI tender letters for both the PERB ULP charge and the anticipated individual claims. Given the time-sensitivity of the tender obligations under the EPLI policy, this should be treated as a priority task immediately following execution of the engagement letter. The two already-received demand letters should be tendered as soon as practicable.
5. Scope Expansion Mechanism. The engagement letter should provide a clear and efficient mechanism for expanding the scope of representation in the event that additional matters arise from the Restructuring Plan. We recommend that the engagement letter provide that the scope may be expanded upon written authorization from WET General Counsel Priya Anand-Desai (or her designee), without the necessity of executing a new engagement letter for each incremental expansion. However, any expansion that involves representation of different parties (such as individual board members or officers) or that implicates new conflicts issues would require a separate engagement letter and conflicts assessment.
6. Immediate PERB Answer Preparation. Given the March 10, 2026 deadline for WET's answer to the PERB ULP charge, C&H should begin substantive work on the answer immediately upon execution of the engagement letter. If the engagement letter is executed on the target date of February 21, 2026, this will allow approximately seventeen (17) days for answer preparation — a compressed but adequate timeline. To maximize available time, we recommend that the team begin preliminary factual investigation and document collection prior to engagement letter execution, to the extent such pre-engagement work is authorized by WET.
7. CTNB Notification Assessment. C&H should confirm with WET whether the Covenant Trust National Bank material litigation notification covenant has been triggered or should be triggered by the PERB charge and anticipated individual claims, and should assist WET in drafting any required notification to CTNB. This assessment should be completed promptly, as delayed notification could constitute a covenant default under the credit facility agreement.
XI. Conclusion
The three-workstream scope of representation proposed in this memorandum is designed to provide WET with comprehensive coverage of its employment-law needs arising from the faculty restructuring plan while maintaining clear and defensible boundaries around the engagement. By structuring the engagement as three distinct but coordinated workstreams — PERB ULP defense, multi-state employment law advisory, and individual wrongful-termination claims defense — C&H can efficiently deploy resources, manage conflicts, and deliver integrated legal services that account for the interconnections among the various matters.
The proposed scope is consistent with

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