EX-10.1






RESIGNATION AGREEMENT AND GENERAL RELEASE




This Resignation Agreement (“Agreement”) and the General Release which is attached hereto and
incorporated by reference as Exhibit A (“the Release”), are made by and between Larry Betterley
(“Employee”) on behalf of himself, his agents, heirs, executors, administrators, attorneys and
successors, and PLATO Learning, Inc., and any related parent or subsidiary corporations,
successors, predecessors, and attorneys, whether in their individual or official capacities
(“Employer”) (Employer and Employee collectively “Parties”).



The Parties to this Agreement have considered their rights, options and alternatives under
this Agreement and the attached Release; and have agreed to the following terms and conditions:



The Employer and Employee have mutually agreed that it is in the Parties’ best interests for
the Employee to resign;



The Employee’s employment with the Employer, and, except to the extent otherwise specifically
provided in Section 6 of this Agreement, the Parties’ Employment Agreement which became effective
November 5, 2004 (the “Employment Agreement”), shall terminate effective upon the close of business
on January 16, 2007 (“Resignation Date”).



NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND ALL OF THE TERMS AND CONDITIONS
SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:



1. Consideration. Employer shall, after receipt of this fully executed Resignation
Agreement and General Release, and after expiration of all applicable rescission periods, provide
Employee with the Consideration described below:




	 	A.	 	Severance. Employer will pay Employee a gross amount of
$239,210.00, representing one year of the Employee’s current salary. The
Employer will distribute that gross amount, subject to applicable taxes and
withholding, in one lump sum after the expiration of all applicable rescission
periods, and after receipt from the Employee of written confirmation that the
Employee has made no effort to rescind this Agreement or the attached General
Release.	 






	 	B.	 	Bonus. Employee will be eligible to receive a prorated Annual
Executive Incentive Plan Bonus, from November 1, 2006 through January 16, 2007
according to the terms of the Annual Executive Incentive Plan document.	 






	 	C.	 	Vacation. Employer will, after the Resignation Date, and in
the course of its regular payroll, pay the Employee his accrued vacation
balance as of the Resignation Date, subject to taxes and withholding.	 






	 	D.	 	Insurance Continuation. Employer will provide the Employee
with information and election materials regarding continuation coverage under
Employer’s group medical, dental and life insurance plans in accordance with
applicable state and federal law (“COBRA”). Employee’s COBRA continuation
period will begin on February 1, 2007. If Employee elects COBRA continuation
coverage, Employee will pay the full cost of such COBRA continuation coverage
each month, and Employer will, for twelve (12) months, pay Employee an amount
equal to the difference between the amount Employee pays for such COBRA
continuation coverage each month and the amount paid by a full-time active
employee each month for the same level of coverage elected by Employee, on an
after-tax basis. In order to receive payment pursuant to this Section,
Employee must comply with any reasonable policies and procedures specified by
Employer.	 






	 	E.	 	Outplacement Assistance. The Employer will provide the
Employee with outplacement assistance through a firm selected by the Employee,
and to an extent that the Employer will determine, and for which the Employer
will directly pay the outplacement assistance provider up to a maximum of
$10,000.	 





The foregoing Consideration, with the exception of those benefits identified in paragraph D,
shall be subject to appropriate taxes and withholding, as Consideration for Employee’s release of
any and all alleged claims, which may have arisen at any time during Employee’s employment with, or
in the course of Employee’s resignation from employment with the Employer.



2. Continuation of Directors’ and Officers’ Insurance Coverage.  The Employer will,
from the Employee’s Resignation Date through at least the fifth anniversary of that Resignation
Date, maintain the Employee as an insured party on all directors’ and officers’ insurance
maintained by the Employer for the benefit of its directors and officers on at least the same basis
as all other covered individuals.



3. Employer’s Right to Terminate and Recover Consideration. Except as otherwise
prohibited by Law with respect to the release of claims under the Age Discrimination in Employment
Act, Employer’s obligation to provide the Consideration as described in Section 1 of this Agreement
is expressly conditioned upon Employee’s compliance with all obligations outlined and agreed to in
this Agreement and the Release, and Employee’s obligations under his Employment Agreement which
survive his resignation from employment. Should Employee violate any of the terms of this
Agreement and Release, Employer will be entitled to discontinue or recover the Consideration
provided for by this Agreement.



4. Expense Reimbursement: The Employer agrees to provide the Employee with
reimbursement for any and all of the Employee’s legitimate outstanding expenses provided these are
submitted immediately following resignation.



5. Return and Release of All Property: Employee agrees to return, on or before his
last day of active employment, all Employer property in Employee’s possession or control, including
any computers, fax machines, cell phones, access cards, keys, reports, manuals, records, product
samples, correspondence and/or other documents or materials related to Employer’s business that
Employee has compiled, generated or received while working for the Employer, including all copies,
samples, computer data or records of such material, on or before his Resignation Date.
Furthermore, Employee agrees that he will, prior to his Resignation Date, deliver all passwords in
use at the time of the separation, a list of any documents that Employee created or is otherwise
aware that are password-protected, and the password(s) necessary to access such password-protected
documents. Employee also agrees to cooperate with the Employer and to use Employee’s best efforts
to ensure that both the Employer’s interests and those of Employee are mutually protected, and to
be available, on a reasonable basis, to answer questions that may arise to achieve a smooth
transition. Employer’s obligations under this Agreement are contingent upon Employee returning all
Employer property and cooperating with the Employer as set forth above. Notwithstanding the
foregoing, Employee may retain his current mobile telephone number and the laptop computer
currently in his possession, along with the business software currently installed on the laptop,
but excluding all company files.



6. Compliance with Prior Agreements and Confidentiality. The Employee’s Employment
Agreement and employment with Employer will terminate effective as of the Resignation Date without
any ongoing duties or obligations of the Parties under that Agreement, except that Employee will
continue to be bound by Sections 8, 9, 10, and 11 of his Employment Agreement in accordance with
their terms. Employee also agrees not to divulge or use any trade secrets, confidential
information, or other proprietary information of Employer, which he/she obtained, or to which
Employee had access during his employment or consulting arrangement with Employer. “Confidential
Information,” shall include that information designated as such in the Employee’s Employment
Agreement, and also means information that is not generally known and that is proprietary to
Employer or that Employer is obligated to treat as proprietary, which shall include, but is not
limited to, the terms of this Agreement and any Exhibits attached hereto. Any information that
Employee reasonably considers Confidential Information, or that Employer treats as Confidential
Information, will be presumed to be Confidential Information (whether Employee or others originated
it and regardless of how Employer obtained it). Except as specifically authorized by an authorized
officer of Employer or its affiliates, or by written policies of Employer, Employee will not,
either during or after the term of this Agreement, use or disclose Confidential Information to any
person who is not an employee of Employer, except as is necessary to perform Employee’s duties
under this Agreement. Except as otherwise provided in this Resignation Agreement, the Employer
shall have no obligations to the Employee, under his Employment Agreement or otherwise, after the
Employee’s Resignation Date.



7. Stipulation of No Charges. Employee affirmatively represents that he/she has not
filed nor caused to be filed any charges, claims, complaints, or actions against Employer before
any federal, state, or local administrative agency, court, or other forum.



Employee further waives any right to any form of recovery or compensation from any legal
action, excluding any action claiming this Agreement and Release violate the ADEA and/or OWBPA,
filed or threatened to be filed by Employee or on Employee’s behalf based on his employment, terms
of employment, or termination from Employer. Employee understands that any Consideration paid to
Employee pursuant to this Agreement may be deducted from any monetary award he/she may receive as a
result of a successful ADEA and/or OWBPA challenge to this Agreement and Release.



8. Non-Disparagement. Employee and Employer mutually agree that they will make no
disparaging or defamatory comments regarding each other in any respect or make any comments
concerning any aspect of their relationship or the conduct or events which precipitated Employee’s
resignation from employment or negotiation of this Agreement. Furthermore, Employee agrees not to
assist or encourage in any way any individual or group of individuals to bring or pursue a lawsuit,
charge, complaint, or grievance, or make any other demands against Employer. Employee agrees that,
in any and all future proceedings of whatever nature, he/she will fully cooperate with Employer,
and will testify truthfully and will testify against Employer only to the extent that Employee is
compelled to do so by a lawful subpoena or other judicial or administrative action.



9. Transition of Employee’s Responsibilities. Employee agrees to cooperate fully,
completely and to the extent reasonably required by Employer in order to assure smooth transition
of files and pending matters that are or will be assigned to other staff. This includes, but is not
limited to, assisting and advising Employer from time to time with respect to matters in which
Employee was involved and had knowledge as an employee of the Employer.



10. Damages for Violation of Non-Disparagement. The Non-Disparagement provision in
Section No. 8 of this Agreement has substantially induced the parties to enter into this Agreement.
Any violation by either party to this Agreement of the non-disparagement provision of this
Agreement shall entitle the other party to bring a legal action for appropriate equitable relief as
well as damages. In addition to any other rights or remedies available at law, in equity, or by
statute, the parties consent to the specific enforcement of the non-disparagement provision of this
Agreement through an injunction or restraining order issued by an appropriate court, without the
requirement of posting a bond.



11. Release. In exchange for the Consideration paid by and other undertakings of
Employer stated in this Agreement, the Employee will voluntarily sign the attached General Release
after his Resignation Date. The Employee understands that he is not entitled to the Consideration
unless he signs, and does not rescind, the attached Release.



12. Non-Admissions. Employer expressly denies any and all liability or wrongdoing and
agrees that nothing in this Agreement shall be deemed to represent any concession or admission of
such liability or wrongdoing or any waiver of any defense.



12. Invalidity. In case any one or more of the provisions of this Agreement shall be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained in this Agreement will not in any way be affected or impaired
thereby.



13. Voluntary and Knowing Action. Employee acknowledges that he/she has had more than
twenty-one (21) days to review this Agreement and Release with his attorney, that he/she has read
and understands the terms of this Agreement and attached Release, and that he/she has voluntarily
and knowingly entered into this Agreement to resolve any and all charges, claims, demands or causes
of action which he/she now has or may have with respect to Employer.



14. Governing Law. This Agreement will be construed and interpreted in accordance
with applicable federal laws and the laws of the State of Minnesota.



15. Legal Counsel and Fees. Except as otherwise provided in this Agreement and the
Release, the parties to this Agreement agree to bear their own costs and attorneys’ fees, if any.
Employee acknowledges that Employer, by this Agreement, has advised him/her to consult with an
attorney of his choice prior to executing this Agreement and the Release. Employee acknowledges
that he/she has had the opportunity to be represented by legal counsel during the negotiation and
execution of this Agreement and Release, and that he/she understands he/she will be fully bound by
this Agreement and Release.



16. Successors and Assigns. This Agreement is binding on and inures to the benefit of
Employer’s successors and assigns.



17. Modification. This Agreement may be modified or amended only by a writing signed
by both Employer and Employee.



18. Notices. All notices and other communications required or permitted under this
Agreement shall be in writing and shall be hand-delivered or sent by registered or certified
first-class mail, postage prepaid, or commercial overnight delivery service and shall be effective
upon delivery if hand-delivered, three (3) days after mailing if mailed or one (1) day after
delivery to a commercial overnight delivery service, to Employer at PLATO Learning, Inc., 10801
Nesbitt Avenue South, Bloomington, Minnesota, Attn: Vice President, Human Resources and to Employee
at 5060 Lexington Avenue North, Shoreview, MN 55126. These addresses may be changed at any time by
like notice.



19. Waivers. No failure or delay by either Employer or Employee in exercising any
right or remedy under this Agreement will waive any provision of the Agreement.



	 	 	 	 	 
	 	 	 	 	EMPLOYEE:
	Dated:      , 2007

	 	 	 	Larry Betterley
	 
	 	 	 	 
	
 
	 	 	 	EMPLOYER:
	
 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Dated:      , 2007

	 	By:
	 	

	 
	 	 	 	 
	
 
	 	Its:
	 	Vice President, Human Resources






1




EXHIBIT A




GENERAL RELEASE





	I.	 	Definitions. I intend all words used in this General Release to have their plain
meanings in ordinary English. Technical legal words are not needed to describe what I mean.
Specific terms I use in this Release have the following meanings:






	 	A.	 	“I,” “me,” and “my” include both me, Larry Betterley,
and anyone who has or obtains any legal rights or claims through me.






	 	B.	 	“Company” or “Employer” as used in this Release and related Resignation
Agreement, shall at all times mean PLATO Learning, Inc., and any related parent or
subsidiary corporations, successors, predecessors and assigns, present or former
officers, directors, shareholders, agents, assigns, employees, and attorneys, whether
in their individual or official capacities, benefit plans and plan administrators, and
insurers.






	 	C.	 	“My Claims” mean any and all of the actual or potential claims of any
kind whatsoever I may have had, or currently may have against Company, regardless of
whether I now know about those claims, that are in any way related to my employment
with or separation (resignation of employment) from the Company, including, but not
limited to any claims for expense reimbursement, relocation reimbursement or expenses,
claims for invasion of privacy; breach of written or oral, express or implied,
contract; fraud or misrepresentation; violation of the federal Fair Labor Standards Act
(“FLSA”), 29 U.S.C. § 203(s), the Age Discrimination in Employment Act of 1967
(“ADEA”), 29 U.S.C. § 626, as amended, the Older Workers Benefit Protection Act of 1990
(“OWBPA”), 29 U.S.C. 626(f), Title VII of the Civil Rights Act of 1964 (“Title VII”),
as amended, 42 U.S.C. § 2000e, et seq., the Americans with Disabilities
Act (“ADA”), 29 U.S.C. § 2101, et seq., the Family and Medical Leave
Act (“FMLA”), 29 U.S.C. § 2601 et seq., the Employee Retirement Income
Security Act of 1978 (“ERISA”), as amended, 29 U.S.C. §§ 1001, et seq., Equal Pay Act
(“EPA”), 29 U.S.C. § 206(d), the Worker Adjustment and Retraining Notification Act
(“WARN”), 29 U.S.C. § 2101 et seq., the Minnesota Human Rights Act,
Minn. Stat. § 363A.01, et seq., Minnesota Statutes § 181 et
seq., or other state human rights or fair employment practices act, or any
other federal, state, local or foreign statute, law, rule, regulation, ordinance or
order. This includes, but is not limited to, claims for violation of any civil rights
laws based on protected class status; claims for assault, battery, defamation,
intentional or negligent infliction of emotional distress, breach of the covenant of
good faith and fair dealing, promissory estoppel, negligence, negligent hiring,
retention or supervision, retaliation, constructive discharge, violation of
whistleblower protection laws, unjust enrichment, violation of public policy, and all
other claims for unlawful employment practices, and all other common law or statutory
claims.





	 	 	 
	II.

	 	Agreement to Release My Claims. Except as stated in Paragraph

IV, I agree to give up all My Claims, waive any rights

thereunder, and withdraw any and all of my charges and lawsuits

against Company. In exchange for my agreement to release My

Claims, I am receiving satisfactory Consideration

(compensation) from Company to which I am not otherwise

entitled by law, contract, or under any Company policy. The

Consideration I am receiving is a full and fair payment for the

release of all My Claims. Company does not owe me anything in

addition to what I will be receiving.
	 
	 	 
	III.

	 	Older Workers Benefit Protection Act. I understand and have

been advised that the above release of My Claims is subject to

the terms of the Older Workers Benefit Protection Act

(“OWBPA”). The OWBPA provides that an individual cannot waive

a right or claim under the Age Discrimination in Employment Act

(“ADEA”) unless the waiver is knowing and voluntary. I have

been advised of this law, and I agree that I am signing this

Release voluntarily, and with full knowledge of its

consequences. I understand that the Company is giving me at

least twenty-one (21) days from the date I received a copy of

this Release to decide whether I want to sign it. I

acknowledge that I have been advised to use this time to

consult with an attorney about the effect of this Release. If

I sign this Release before the end of the twenty-one (21) day

period it will be my personal, voluntary decision to do so, and

will be done with full knowledge of my legal rights. I agree

that material and/or immaterial changes to this Release will

not restart the running of this consideration period.
	 
	 	 
	IV.

	 	Exclusions from Release. My Claims do not include my rights,

if any, to claim the following: Re-employment Insurance

benefits; claims for my vested post-termination benefits under

any 401(k) or similar retirement benefit plan; my COBRA rights;

my rights to enforce the terms of this Release; or my rights to

assert claims that are based on events occurring after this

Release becomes effective.







	 	A.	 	Nothing in this Release interferes with my right to file a charge with the
Equal Employment Opportunity Commission (“EEOC”), or participate in any manner in an
EEOC investigation or proceeding under Title VII, the ADA, the ADEA, or the EPA. I,
however, understand that I am waiving my right to recover individual relief including,
but not limited to, back pay, front pay, reinstatement, attorneys’ fees, and/or
punitive damages, in any administrative or legal action whether brought by the EEOC,
me, or any other party.






	 	B.	 	Nothing in this Release interferes with my right to challenge the knowing and
voluntary nature of this Release under the ADEA and/or OWBPA.






	 	C.	 	Nothing in this Release shall interfere with my right to apply for unemployment
benefits.






	 	D.	 	I agree that the Company reserves any and all defenses, which it has or might
have against any claims brought by me. This includes, but is not limited to, the
Company’s right to have any monetary award granted to me, if any, reduced by the amount
of money that I received in consideration for this Release.






	V.	 	Right to Rescind and/or Revoke. I understand that insofar as this Release relates to
my rights under the Age Discrimination in Employment Act (“ADEA”), it shall not become
effective or enforceable until seven (7) days after I sign it. I further understand that
insofar as this Release relates to my rights under the Minnesota Human Rights Act (“MHRA”), it
shall not become effective or enforceable until fifteen (15) days after I sign it. I have the
right to rescind this Release only insofar as it extends to potential claims under the ADEA by
written notice to Company within seven (7) calendar days following my signing this Release,
and within fifteen (15) calendar days as to waiver of claims under the MHRA. Any such
rescission must be in writing and hand-delivered to Company or, if sent by mail, postmarked
within the applicable time period, sent by certified mail, return receipt requested, and
addressed as follows:






	 	A.	 	post-marked within the seven (7) or fifteen (15) day period;






	 	B.	 	properly addressed to:





Ms. Jill Lyttle



Vice President, Human Resources



PLATO Learning, Inc.



10801 Nesbitt Avenue South



Bloomington, MN 55437




	 	C.	 	sent by certified mail, return receipt requested.






I understand that the payment I am receiving for settling and releasing My Claims is
contingent upon my agreement to be bound by the terms of this Release. Accordingly, if I
decide to revoke this Release, I understand that I am not entitled to the payments offered
in the Resignation Agreement. I further understand that if I attempt to revoke my release
of any claim, I must immediately return to the Company any Consideration I have received
under my Resignation Agreement.



	 	 	 
	VI.

	 	I Understand the Terms of this Release. I have had the

opportunity to read this Release carefully and understand all

its terms. I have reviewed this Release with my own

attorney. In agreeing to sign this Release, I have not

relied on any statements or explanations made by Company or

their attorneys. I understand and agree that this Release

and the attached Resignation Agreement contain all the

agreements between Company and me. We have no other written

or oral agreements.
	 
	 	 
	Dated:

	 	     , 2007
	
 
	 	 






2366841 v04 01/08/2007




Larry Betterley




2