exv10w15



 





Exhibit 10.15




PLATO LEARNING, INC.




1993 Employee Stock Purchase Plan

(As Amended and Restated Effective December 7, 2006)




     1. Purpose. The purpose of the 1993 Employee Stock Purchase Plan (the “Plan”) is to
provide employees of PLATO Learning Inc. (the “Company”) and all corporations which are subsidiary
corporations (within the meaning of section 424(f) of the Code) of which the Company is the common
parent. (“Subsidiary Companies”) with added incentive to continue in the employment of such
companies and to encourage increased efforts to promote the best interests of such companies by
permitting eligible employees to purchase shares of Common Stock of the Company, par value $.01 per
share (the “Stock”), at prices less than the then current market price thereof. The Plan is an
“employee stock purchase plan” under section 423 of the Internal Revenue Code of 1986, as amended
(the “Code”). The Company and its Subsidiary Companies are sometimes hereinafter called
collectively the “Participating Companies.”



     2. Eligibility. Participation in the Plan shall be open to all Eligible Employees of
the Participating Companies. (“Eligible Employee”) shall mean any individual who is an
employee of the Company or a Subsdiairy Company for tax purposes whose customary employment with
the Company or a Subsidiary Company is at least twenty (20) hours per week. No right to purchase
Stock shall accrue under the Plan in favor of any person who is not an Eligible Employee, and no
Eligible Employee shall acquire such right to purchase (i) if, immediately after receiving such
right, such employee would own 5% or more of the total combined voting power or value of all
classes of stock of the Company or any Participating Companies (as defined in section 424(f) of the
Code), taking into account in determining stock ownership any stock attributable to such Eligible
Employee under section 424(d) of the Code; or (ii) which would permit such Eligible Employee’s
rights to purchase stock under all employee stock purchase plans from time to time in effect of the
Company and its Participating Companies to accrue at a rate which exceeds $25,000 of fair market
value of such stock for each calendar year, all determined in the manner provided by section
423(b)(8) of the Code.



     3. Effective Date of Plan; Purchase Periods. The Plan shall become effective on such
date as may be specified by the Board of Directors (the “Board”) of the Company, provided that in
no event shall the Plan become effective unless within 12 months of the date of its adoption by the
Board it has been approved at a duly called meeting of the stockholders of the Company.



     Purchase Period shall mean each calendar quarter, starting on the first business day and
ending on the last business day of such calendar quarter Purchase Date shall mean the last
business day of such calendar quarter. The first Purchase Period shall commence on the date
designated by the Board or a committee of directors not eligible to participate in the Plan (the
“Committee”) designated by the Board to administer the Plan and shall end on the first Purchase
Date thereafter. Each subsequent Purchase Period shall end on the following Purchase Date. So
long as the Plan remains in effect, a new Purchase Period shall commence on the day
immediately following the end of the preceding Purchase Period.



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     4. Basis of Participation. Employees who are eligible at the adoption of the Plan
shall be entitled to enroll in the Plan 30 days after his date of hire. If an employee shall not
enroll in the Plan as of the day he first becomes eligible to enroll in the Plan, he shall be
entitled to enroll in the Plan as of the first day of any subsequent Purchase Period. To enroll in
the Plan, an eligible employee shall execute and deliver a payroll deduction authorization form
(the “Authorization”) that shall become effective the first day of the next Purchase Period
immediately following the date on which such Authorization is delivered. Each Authorization shall
direct that payroll deductions be made by the Participating Company who is the employer of the
eligible employee enrolling in the Plan for each payroll period ending during the period while such
employee is a participant in the Plan.



     The amount of each payroll deduction specified in an Authorization for each such payroll
period shall be an amount specified by the employee greater than or equal to $5. The total amount
deducted in any one calendar year shall not exceed $21,250 (or such other amount that does not
result in Purchases of Stock in excess of the limit set forth in section 423(b)(8) of the Code).



     Payroll deductions shall be made for each employee in accordance with his Authorization until
his participation in the Plan terminates, his Authorization is revised, or the Plan terminates, all
as hereinafter provided.



     An employee may decrease the amount of his payroll deductions by filing an executed and
revised Authorization with his employer. The decrease shall take effect as of the first day of the
first full payroll period immediately following the delivery of a revised Authorization. An
employee may increase the amount of his payroll deductions each quarter by filing an executed and
revised Authorization with his employer. The increase shall take effect as of the first day of the
next Purchase Period immediately following the delivery of a revised Authorization. An employee
may suspend payroll deductions at any time. Such suspension shall not terminate the employee’s
participation in the Plan and shall not affect his rights under the Plan. The suspension shall
take effect as of the first day of the first full payroll period immediately following the delivery
of a revised Authorization. Payroll deductions shall resume as of the first day of the first full
payroll period immediately following the delivery of a revised Authorization. No other changes
shall be permitted except that an employee may elect to terminate his participation in the Plan as
hereinafter provided.



     Each participating employee’s payroll deductions shall be credited to his purchase account
under the Plan. Employees are not permitted to make lump sum contributions to purchase accounts
established on their behalf. On each Purchase Date, the amount in each purchase account will be
applied to the purchase of the number of whole or fractional shares of Stock determined by dividing
(i) such amount by (ii) the Purchase Price (as hereinafter defined) for such purchase period.



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     5. Purchase Price. The purchase price (the “Purchase Price”) per share of Stock
hereunder for any Purchase Period shall be 85% of the fair market value of a share of Stock on (a)
the beginning of the Purchase Period (or the date Authorization, if later there within), or (b) the
Purchase Date, whichever is lower; provided that if such percentage results in a fraction of one
cent, the Purchase Price shall be rounded to the closest full cent. The fair market value of a
share of Stock for any Purchase Period shall be deemed to be the closing price of the Stock on the
NASDAQ National Market System on either the first or last business day of the Purchase Period, or
if there shall be no such sale of the Stock on such day, then on the first or last business day
within the Purchase Period that the NASDAQ National Market System is open for business. In no
event, however, shall the Purchase Price be less than the par value of the Stock.



     6. Issuance of Shares. The shares purchased on behalf of each Eligible Employee
participating in the Plan will be considered to be issued and outstanding to his credit as of the
close of business on the Purchase Date. As soon as practicable after each Purchase Date,
individual statements showing the number of shares of Stock purchased on that Purchase Date on
behalf of each participant will be delivered to each participant. Upon request, a participant may
receive a stock certificate for whole shares of Stock that are purchased on the Purchase Date. As
of the Purchase Date, those shares of Stock will be issued or registered to a nominee for the
benefit of the Eligible Employee. The shares of Stock owned by each such employee shall be held in
an individual trust account established with an institutional trustee on behalf of each
participant. An employee may request that a stock certificate be issued to him evidencing the
number of shares of Stock purchased on his behalf under the Plan for which he has not previously
received a stock certificate, except that no certificate shall be issued for less than nine shares.
Notwithstanding the foregoing, an employee may request that a stock certificate be issued for his
full shares when the Plan is terminated. Certificates will not be issued for fractional shares.
At such time as the Plan is terminated, a cash payment will be made for the purchase by the Company
of any amount credited to each employee in his purchase account, along with a cash payment in lieu
of fractional shares owned by an employee based upon the closing price of the Stock on the NASDAQ
National Market System on the date such termination takes effect, or if there shall be no such sale
of the Stock on such date, then on the next following business day on which there shall have been
such a sale.



     No interest shall at any time accrue with respect to any amount credited to an employee’s
purchase account. After the close of each Purchase Period, a report will be made to each employee
participating in the Plan stating the entries made to his purchase account, the number of shares
purchased and the applicable Purchase Price.



     7. Designation of Beneficiary. A participant may file a written designation of a
beneficiary who is to receive any shares of Stock and cash, if any, from the participant’s account
under the Plan in the event of such participant’s death subsequent to the end of a Purchase Period
but prior to delivery to him or her of such shares of Stock and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from the participant’s
account under the Plan in the event of such participant’s death prior to the Purchase Date of a
Purchase Period.



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     Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant’s death, the Company shall
deliver such shares of Stock and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares of Stock and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent
or relative is known to the Company, then to such other person as the Company may designate.



     8. Termination of Participation. An employee may at any time elect to terminate his
participation in the Plan. An employee’s participation in the Plan because of termination of
employment or eligible status shall occur the earliest of (i) his cessation of eligibility under
the Plan, (ii) his termination of employment with the Participating Companies, and (iii) his death.
The cash credited on the date of such termination to such an employee’s purchase account shall be
returned to him or his legal representative promptly. Any shares of Stock held for the benefit of
such employee shall remain in the individual trust account until he or his legal representative (i)
instructs the trustee to sell the shares on his behalf, or (ii) requests that certificates be
issued in the manner described in Section 6 of this Plan.



     9. Termination or Amendment of the Plan. The Company, by action of the Board, or the
Committee may terminate the Plan at any time. Notice of termination shall be given to eligible
employees, but any failure to give such notice shall not impair the effectiveness of the
termination.



     Without any action being required, the Plan will terminate in any event if the maximum number
of shares of Stock to be sold under the Plan (as hereinafter provided in Section 13) has been
purchased. If at any time the number of shares remaining available for purchase under the Plan are
not sufficient to satisfy all then outstanding purchase rights, the Board or the Committee may
determine an equitable basis of apportioning available shares among all eligible employees on whose
behalf purchases would otherwise be made under the Plan.



     The Board or the Committee may amend the Plan from time to time in any respect in order to
meet changes in legal requirements or for any other reason; provided, however, that
no such amendment shall (a) materially adversely affect any purchase rights outstanding under the
Plan during the Purchase Period in which such amendment is to be effected, (b) increase the maximum
number of shares of Stock which may be purchased under the Plan unless such an increase is approved
by the Company’s shareholders, (c) decrease the Purchase Price of the Stock for any purchase period
below 85% of the fair market value of the Stock on the Purchase Date or (d) adversely affect of the
Plan’s status as an employee stock purchase plan under section 423 of the Code.



     10. Non-Transferability. Rights acquired under the Plan are not transferable and may
be exercised only by an employee.



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     11. Stockholders’ Rights. No eligible employee shall by reason of the Plan have any
rights of a stockholder of the Company until and to the extent he shall acquire shares of Stock as
herein provided.



     12. Administration of the Plan. The Plan shall be administered so as to ensure that
all eligible employees participating in the Plan have the same rights and privileges as are
provided by section 423(b)(5) of the Code.



     Members of the Committee may be appointed from time to time by the Board and shall be subject
to removal by the Board. The decision of a majority in number of the members of the Committee in
office at the time shall be deemed to be the decision of the Committee.



     The Board or the Committee, from time to time, may approve the forms of any documents or
writings provided for in the Plan, may adopt, amend and rescind rules and regulations not
inconsistent with the Plan for carrying out the Plan and may construe the Plan. The Board or the
Committee may delegate the responsibility for maintaining all or a portion of the records
pertaining to employees’ accounts to persons not affiliated with the Participating Companies. All
expenses of administering the Plan shall be paid by the Participating Companies, as determined by
the Committee.



     13. Maximum Number of Shares. The maximum number of shares of Stock which may be
purchased under the Plan is 200,000, subject, however, to adjustment as hereinafter set forth.
Stock sold hereunder will be authorized and unissued shares. Subject to any required action by the
shareholders of the Company, if, during the term of the Plan, the Company shall effect a stock
split or reverse stock split or other capital readjustment, the payment of a stock dividend, or
other increase receiving compensation therefor in money, services or property, then: (1) in the
event of an increase in the number of such shares outstanding, the number of Common Shares then
subject to purchase hereunder shall be proportionately increased, and the cash consideration
payable per share shall be proportionately reduced; and (2) in the event of a reduction in the
number of such shares outstanding, the number of Common Shares then subject to purchase hereunder
shall be proportionately reduced, and the cash consideration payable per share shall be
proportionately increased.



     14. Miscellaneous. Except as otherwise expressly provided herein, any Authorization,
election, notice or document under the Plan from an eligible employee shall be delivered to his
employer and, subject to any limitations specified in the Plan, shall be effective when so
delivered.



     The masculine pronoun shall include the feminine.



     The Plan, and the Company’s obligation to sell and deliver shares of Stock hereunder, shall be
subject to all applicable federal, state and foreign laws, rules and regulations, and to such
approval by any regulatory or governmental agency as may, in the opinion of counsel for the
Company, be required.




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