Exhibit 10.1
 VIRCO MFG. CORPORATION
2011 STOCK INCENTIVE PLAN
 1. Purpose
  2. Definitions
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3. Eligibility
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4. Effective Date and Termination of Plan
  5. Shares Subject to the Plan and to Awards
 Aggregate Limits
 Issuance of Shares
 Tax Code Limits
 Director Awards
 Substitute Awards.
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6. Options
 Option Awards
  Price
 No Repricing without Stockholder Approval
 Provisions Applicable to Options
 Termination of Employment.
 Incentive Stock Options
 7. Stock Appreciation Rights
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8. Restricted Stock and Restricted Stock Units
 Restricted Stock and Restricted Stock Unit Awards
 Contents of Agreement
 Vesting and Performance Criteria
 Termination of Employment
 Discretionary Adjustments and Limits
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Voting Rights
 Dividends and Distributions
  9. Deferral of Gains
  10. Conditions and Restrictions Upon Securities Subject to Awards
  11. Adjustment of and Changes in the Shares
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12. Qualifying Performance-Based Compensation
 General
 Qualifying Performance Criteria
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13. Transferability
  14. Compliance with Laws and Regulations
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15. Withholding
  16. Administration of the Plan
 Administrator of the Plan
 Powers of Administrator
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Determinations by the Administrator
 Subsidiary Awards
 17. Amendment of the Plan or Awards
   18. No Liability of Company
  19. Non-Exclusivity of Plan
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20. Governing Law
  21. No Right to Employment, Reelection or Continued Service
  22. Unfunded Plan
  23. Section 409A
   24. Required Delay in Payment on Account of a Separation from Service
  This news release contains forward-looking statements as defined by the Private Securities
Litigation Reform Act of 1995. These statements include, but are not limited to, statements
regarding: business strategies; market demand and product development; order rates; economic
conditions; the educational furniture industry; state and municipal bond funding; cost control
initiatives; pricing; and seasonality. Forward-looking statements are based on current expectations
and beliefs about future events or circumstances, and you should not place undue reliance on these
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statements. Such statements involve known and unknown risks, uncertainties, assumptions and other
factors, many of which are out of our control and difficult to forecast. These factors may cause
actual results to differ materially from those which are anticipated. Such factors include, but are
not limited to: changes in general economic conditions including raw material, energy and freight
costs; state and municipal bond funding; state, local and municipal tax receipts; the seasonality
of our markets; the markets for school and office furniture generally; the specific markets and
customers with which we conduct our principal business; and the competitive landscape, including
responses of our competitors to changes in our prices. See our Annual Report on Form 10-K for the
year ended January 31, 2011, and other materials filed with the Securities and Exchange Commission
for a further description of these and other risks and uncertainties applicable to our business. We
assume no, and hereby disclaim any, obligation to update any of our forward-looking statements. We
nonetheless reserve the right to make such updates from time to time by press release, periodic
reports or other methods of public disclosure without the need for specific reference to this press
release. No such update shall be deemed to indicate that other statements which are not addressed
by such an update remain correct or create an obligation to provide any other updates.
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