<PAGE>
EXHIBIT 10.15
CHARTER OF THE
ARISTOTLE INTERNATIONAL, INC.
AUDIT COMMITTEE
ARTICLE I
PURPOSE
-------
The purpose of the Audit Committee (the "Committee") of the Board of
Directors of Aristotle International, Inc., a Delaware corporation (the
"Company"), is:
. to obtain the full Board of Directors' approval of this Charter and
review and reassess this Charter as conditions dictate, such review to
occur not less frequently than annually;
. to have a clear understanding with the independent auditors that the
independent auditors are ultimately accountable to the Board of
Directors (the "Board") and the Committee, as the stockholders'
representatives, and that the Board and the Committee have the
ultimate authority in deciding to engage, evaluate, and if
appropriate, terminate their services;
. to make recommendations regarding the engagement or termination of the
Company's outside auditors, including a review of the compensation and
independence of the auditors;
. to review with the Company's independent auditors the Company's
accounting principles, policies and practices and its reporting
policies and practices;
. to review with the Company's independent auditors the plan and results
of the auditing engagement and recommend improvements in the plan;
. to review the scope and results of the procedures of the Company's
internal audits;
. to conduct investigations of the adequacy of the Company's internal
accounting procedures and review the results of such investigations
with the Company's internal audit staff and with the Board; and
. to devise and maintain a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management authorizations; (ii)
transactions are recorded to permit preparation of financial
statements in accordance with generally accepted accounting practices
and to maintain accountability for assets; (iii) access to assets is
permitted only in accordance with authorization; and (iv) recorded
assets are compared with existing assets at "reasonable intervals" and
appropriate action is taken with respect to differences.
-1-
<PAGE>
ARTICLE II
COMMITTEE MEMBERS
-----------------
2.1 Number of Committee Members. The authorized number of members of the
---------------------------
Committee shall be three (3) and all members of the Committee shall be directors
independent of the Company as defined in the Nasdaq National Market's
independent director and Committee corporate governance listing criteria;
provided, however, that one director who is not independent as defined in the
-------- -------
Nasdaq National Market's Rule 4200, and is not a current employee or an
immediate family member of such employee, may be appointed to the Committee, if
the Board, under exceptional and limited circumstances, determines that
membership on the Committee by the individual is required by the best interests
of the Company and its stockholders, and the Board discloses, in the next annual
proxy statement subsequent to such determination, the nature of the relationship
and the reasons for that determination. The number of Committee members may be
changed by a duly adopted resolution of the Board, but shall not be less than
three (3) members. The Board may designate one or more Directors as alternate
Committee members, who may replace any absent member at any meeting of the
Committee.
2.2 Qualifications of Committee Members. Each Committee member must be
-----------------------------------
able to read and understand fundamental financial statements, including a
Company's balance sheet, income statement, and cash flow statement or will
become able to do so within a reasonable period of time after his or her
appointment to the Committee. Additionally, at least one member of the
Committee must have past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.
2.3 Appointment and Term of Office of Committee Members. Committee
---------------------------------------------------
members shall be appointed by the Board to hold office until replaced by a
resolution of the Board. Each Committee member, including a member elected to
fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified, except in the case
of the death, resignation or removal of such a member.
2.4 Removal. The entire Committee or any individual Committee member may
-------
be removed from office without cause by the affirmative vote of a majority of
the Board.
2.5 Resignation and Vacancies. Any Committee member may resign effective
-------------------------
upon giving oral or written notice to the Chairman of the Board, the Secretary
or the Board, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation of a Committee member is effective at a
future time, the Board may elect a successor to take office when the resignation
becomes effective.
Vacancies on the Committee may be filled by the Board. Each Committee
member so elected shall hold office until a successor has been elected and
qualified by the Board, or until his or her death, resignation or removal.
-2-
<PAGE>
A vacancy or vacancies in the Committee shall be deemed to exist (i) in the
event of the death, resignation or removal of any Committee member, (ii) if the
Board by resolution declares vacant the office of a Committee member who has
been declared of unsound mind by an order of court or convicted of a felony or
(iii) if the authorized number of Committee members is increased.
ARTICLE III
COMMITTEE MEETINGS
------------------
3.1 Place of Meetings; Meetings by Telephone. Regular meetings of the
----------------------------------------
Committee may be held at any place within or outside the State of California
that has been designated from time to time by the Chairman of the Committee. In
the absence of such a designation, regular meetings shall be held at the
principal executive office of the Company. Special meetings of the Committee
may be held at any place within or outside the State of California that has been
designated in the notice of the meeting or, if not stated in the notice or if
there is no notice, at the principal executive office of the Company.
Members of the Committee may participate in a meeting through the use of
conference telephone or similar communications equipment, so long as all
Committee members participating in such meeting can hear one another.
Participation in a meeting pursuant to this paragraph constitutes presence in
person at such meeting.
3.2 Regular Meetings. Regular meetings of the Committee may be held
----------------
without notice if the time and place of such meetings are fixed by resolution of
the Board or by resolution of the Committee.
3.3 Special Meetings; Notice. Subject to the provisions of the following
------------------------
paragraph, special meetings of the Committee for any purpose or purposes may be
called at any time by the Chairman of the Committee, by the Board, or by two (2)
Committee members.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each member or sent by first-class mail, telegram,
charges prepaid or by facsimile or electronic mail, addressed to each Committee
member at that member's address as it is shown on the records of the Company.
If the notice is mailed, it shall be deposited in the United States mail at
least four (4) days before the time of the holding of the meeting. If the
notice is delivered personally or by telephone or by facsimile, telegram or
electronic mail, it shall be delivered personally or by telephone, facsimile or
electronic mail, or to the telegraph company at least forty-eight (48) hours
before the time of the holding of the meeting. Any oral notice given personally
or by telephone may be communicated either to the Committee member or to a
person at the office of the member who the person giving the notice has reason
to believe will promptly communicate it to the member. The notice need not
specify the purpose of the meeting.
3.4 Quorum. A majority of the authorized number of Committee members
------
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 3.6 of this Charter. Every act or decision done or made by
a majority of the members present at a meeting duly held at which a quorum is
present is the act of the Committee, subject to certain
-3-
<PAGE>
provisions of the Delaware General Corporation Law, the Certificate of
Incorporation and other applicable law.
A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of Committee members, if any action
taken is approved by at least a majority of the required quorum for such
meeting.
3.5 Waiver of Notice. Notice of a meeting need not be given to any
----------------
Committee member who signs a waiver of notice or a consent to holding the
meeting or an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such member. All such waivers, consents,
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. A waiver of notice need not specify the purpose of any
regular or special meeting of the Committee.
3.6 Adjournment. A majority of the Committee members present, whether or
-----------
not a quorum is present, may adjourn any meeting to another time and place.
3.7 Notice of Adjournment. If the meeting is adjourned for more than
---------------------
twenty-four (24) hours, notice of any adjournment to another time and place
shall be given prior to the time of the reconvened meeting to the Committee
members who were not present at the time of the adjournment.
3.8 Committee Action by Written Consent Without a Meeting. Any action
-----------------------------------------------------
required or permitted to be taken by the Committee may be taken without a
meeting, if all Committee members individually or collectively consent in
writing to such action. Such written consent or consents shall be filed with
the minutes of the proceedings of the Committee. Such action by written consent
shall have the same force and effect as a unanimous vote of the Committee.
ARTICLE IV
COMMITTEE MEMBERS
-----------------
4.1 Chairman of the Committee. The Chairman of the Committee, if such an
-------------------------
officer be elected, shall, if present, preside at meetings of the Committee and
exercise and perform such other powers and duties as may from time to time be
assigned by the Board or as may be prescribed by this Charter. The Chairman of
the Committee shall be elected by resolution of the Board. In the absence or
disability of the Chairman of the Committee, the Board shall appoint an
alternative Chairman to preside at the Committee meetings.
4.2 Secretary. The Secretary shall keep or cause to be kept, at the
---------
principal executive office of the Company or such other place as the Board may
direct, a book of minutes of all meetings and actions of the Committee. The
minutes shall show the time and place of each meeting, whether regular or
special (and, if special, how authorized and the notice given), the names of
those present and the proceedings thereof.
The Secretary shall give, or cause to be given, notice of all meetings of
the Committee required to be given by law, this Charter or by the Company's
Bylaws.
-4-
<PAGE>
ARTICLE V
RECORDS AND REPORTS
-------------------
5.1 Maintenance and Inspection of Charter. The Company shall keep at its
-------------------------------------
principal executive office or, if its principal executive office is not in the
State of California, at its principal business office in California, the
original or a copy of this Charter as amended to date, which shall be open to
inspection by the stockholders at all reasonable times during office hours.
5.2 Minutes and Reports. The Committee shall keep regular minutes of its
-------------------
proceedings, which shall be filed with the Secretary of the Company. All action
by the Committee shall be reported to the Board at the next meeting thereof,
and, insofar as rights of third parties shall not be affected thereby, shall be
subject to revision and alteration by the Board.
5.3 Maintenance and Inspection of Minutes. The records and the minutes of
-------------------------------------
proceedings of the Committee shall be kept at such place or places as are
designated by the Board or, in absence of such designation, at the principal
executive office of the Company. The minutes shall be kept in written form, and
the accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form.
The minutes and records shall be open to inspection upon the written demand
on the Company of any stockholder or holder of a voting trust certificate at any
reasonable time during usual business hours, for a purpose reasonably related to
such holder's interests as a stockholder or as the holder of a voting trust
certificate. Such inspection by a stockholder or holder of a voting trust
certificate may be made in person or by an agent or attorney and the right of
inspection includes the right to copy and make extracts. Such rights of
inspection shall extend to the records of each subsidiary of the Company.
ARTICLE VI
GENERAL MATTERS
---------------
6.1 Construction; Definitions. Unless the context requires otherwise, the
-------------------------
general provisions, rules of construction, and definitions in the Delaware
General Corporation Law shall govern the construction of this Charter. Without
limiting the generality of this provision, the singular number includes the
plural, the plural number includes the singular, and the term "person" includes
both a corporation and a natural person.
ARTICLE VII
AMENDMENTS
----------
7.1 Amendment by Board. This Charter and any provision contained herein
------------------
may be amended or repealed by the Board.
7.2 Record of Amendments. Whenever an amendment or a new Charter is
--------------------
adopted, it shall be copied in the book of minutes with the original Charter.
If any provision of this Charter
-5-
<PAGE>
is repealed, the fact of repeal, with the date of the meeting at which the
repeal was enacted or written consent was filed, shall be stated in said book.
ARTICLE VIII
INTERPRETATION
--------------
Reference in this Charter to any provision of the Delaware General
Corporation Law shall be deemed to include all amendments thereof.
-6-
<PAGE>
