exv10w17



 





Exhibit 10.17




AMENDMENT OF

EMPLOYMENT AGREEMENT




     This Amendment of Employment Agreement (the “Amendment”) is made and entered into this ___
day of ___2007, by and between James T. Lynn (the “Executive”) and PLATO Learning,
Inc., a Delaware corporation (the “Company”) (collectively, the “Parties”).



     WHEREAS, the Parties entered into an Employment Agreement dated May 5, 2005 (the “Agreement”);
and



     WHEREAS, the Parties now consider it desirable to amend the terms and conditions of the
Agreement by this Amendment to reflect the requirements of Internal Revenue Code Section 409A and
to clarify the rights of the Parties;



     NOW THEREFORE, in accordance with Section 13(d) of the Agreement and in consideration of the
mutual promises herein made, the sufficiency of which are expressly acknowledged, the Parties agree
as follows:



     1. The following shall be substituted for the first full sentence of Section 6(c) of the
Agreement:




“Executive may terminate this Agreement and his employment for Good
Reason by providing written notice to the Company within (90) days
after the initial existence of the condition; provided however, that
the Company shall have a period of thirty (30) days during which it
may remedy the condition.”



     2. The following new Section 18 is hereby added to the Agreement:




“18. Section 409A of the Code.




	 	(a)	 	This Agreement is intended to
comply and shall be administered in a manner that is
intended to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the ‘Code’) and the
interpretative guidance thereunder, including the
exceptions for short-term deferrals, separation pay
arrangements, reimbursements, and in-kind
distributions. The Agreement shall be construed and
interpreted in accordance with such intent. In
addition, each payment shall be considered a separate
payment for purposes of Section 409A of the Code.




 









 






	 	(b)	 	Notwithstanding any provision
to the contrary, to the extent the Executive is
considered a specified employee under Section 409A of
the Code and would be entitled to a payment during the
six month period beginning on the Executive’s date of
termination that is not otherwise excluded under
Section 409A of the Code under the exceptions for
short-term deferrals, separation pay arrangements,
reimbursements, in-kind distributions, or an otherwise
applicable exemption, the payment will not be made to
the Executive until the earlier of the six month
anniversary of the Executive’s date of termination or
the Executive’s death.”





     3. The following phrase, “, unless an alternative method of reduction is elected by Executive”
shall be deleted from the first sentence of Section (a) of Appendix B of the Agreement.



     4. The following sentence shall be added to the end of Section (c) of Appendix B of the
Agreement:




“Payments to the Executive will be made by the end of the
Executive’s taxable year next following the year in which the
Executive remits the related taxes, in accordance with Code Section
409A and Treas. Reg. §1.409A-3(i)(1)(v) (or any similar or successor
provisions).”



* * *




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     IN WITNESS WHEREOF, the parties have executed this Amendment on this ___day of
___2007.



	 	 	 	 	 
	PLATO Learning, Inc.
	 	JAMES T. LYNN
	By:	 	 

 
	 	 

 

	Its:	 	 

 
	 	 






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