On August 26, 2009, the Board of Directors (the "Board") of Nobel Learning Communities, Inc. (the "Company") approved certain compensatory arrangements with respect to its named executive officers: George H. Bernstein (Chief Executive Officer), Thomas Frank (Senior Vice President and Chief Financial Officer), Patricia B. Miller (Senior Vice President and Chief Operating Officer), G. Lee Bohs (Senior Vice President-Corporate Development) and Jeanne Marie Welsko (Senior Vice President-Human Resources).

The Board, upon the recommendation of the Compensation Committee, reviewed the performance of the Company against the targets set by the Board in the beginning of fiscal year 2009. Following this review, the Board approved the grant of stock options under the Company's Long Term Incentive Compensation Plan to each of the named executive officers as follows:

                                                2009 Option
                    Named Executive Officer   Grant Award (1)
                    George H. Bernstein           28,000
                    Thomas Frank                  15,000
                    G. Lee Bohs                   15,000
                    Patricia B. Miller            15,000
                    Jeanne Marie Welsko           12,000

(1) All 2009 stock option awards will vest in three equal annual installments beginning on the first anniversary of the date of grant (the third trading day after the date on which the Company announces the results of its operations for fiscal year 2009), with an exercise price equal to the closing price on the date of grant.

Upon the recommendation of the Compensation Committee, the Board approved certain components of the 2010 Compensation Program, including base salary, equity awards and deferred compensation awards. The Board approved the following 2010 Compensation Program components:

(a) base salaries for fiscal 2010 as set forth in the table below. In light of economic conditions, the Company, on the recommendation of the Chief Executive Officer, did not implement a previously-disclosed increase in NEO base salaries for fiscal 2009 from fiscal 2008. Base salaries will remain unchanged for fiscal 2010;

(b) stock option grants to acquire shares of common stock to be granted after fiscal year 2010 (with the target awards set forth below);

(c) restricted stock awards that will vest on the earlier of the third anniversary of the date of grant and a change of control of the Company, to be granted after fiscal year 2010; and

(d) a Company contribution of 10% of cash compensation to the named executive officers' deferred compensation accounts. The named executive officers will fully vest in this contribution after the named executive officers have participated in the deferred compensation program for five years.

--------------------------------------------------------------------------------
                             2010 Target         2010 Restricted
   Named Executive Officer   Option Award          Stock Award     2010 Base Salary
   George H. Bernstein            35,000  (1)              3,500   $         373,000
   Thomas Frank                   18,000  (2)              2,200   $         258,000
   G. Lee Bohs                    18,000  (2)              2,200   $         245,000
   Patricia B. Miller             18,000  (2)              2,200   $         230,500
   Jeanne Marie Welsko            14,500  (3)              1,900   $         156,000

(1) 11,000 options are subject to fiscal year 2010 performance.

(2) 6,000 options are subject to fiscal year 2010 performance.

(3) 4,500 options are subject to fiscal year 2010 performance.