exv4w2



 





EXHIBIT 4.2(a)




Form of

Employee Stock Option Agreement




 









 





PLATO LEARNING, INC.

EMPLOYEE STOCK OPTION AGREEMENT




     PLATO Learning, Inc., a Delaware corporation (the “Company”), hereby grants to [Name of
Optionee] (the “Employee”) on this [day] day of [month], [year] (the “Option Date”), pursuant to
the provisions of the PLATO Learning, Inc. 2006 Stock Incentive Plan (the “Plan”), a non-qualified
stock option (the “Option”) to purchase from the Company [shares] shares of its Common Stock, $.01
par value (“Stock”), at the price of [$price] per share upon and subject to the terms and
conditions set forth below.



     1. Option Subject to Acceptance of Agreement.



     The Option shall be forfeited unless the Employee shall accept this Agreement by executing it
in the space provided below and return it to the Company within 60 days following the Option Date.



     2. Time and Manner of Exercise of Option.



     2.1 Maximum Term of Option. In no event may the Option be exercised, in whole or in
part, after 5:00 p.m., Minneapolis time, on the date, which is eight (8) years after the Option
Date (the “Expiration Date”).



     2.2 Exercise of Option. Except as otherwise provided in the Plan, the Option shall
become exercisable with respect to (i) 25% of the aggregate number of shares of Stock subject to
the Option on [date] (the “First Exercise Date”); (ii) with respect to 50% of the aggregate number
of shares subject to the Option on [date] (the “Second Exercise Date”); (iii) with respect to 75%
of the aggregate number of shares subject to the Option on [date] (the “Third Exercise Date”); and
(iv) with respect to 100% of the aggregate number of shares subject to the Option on [date] (the
“Fourth Exercise Date”) (the First Exercise Date, the Second Exercise Date, the Third Exercise
Date, and the Fourth Exercise Date each being referred to herein as an “Exercise Date”).



     2.3 Method of Exercise. Subject to the limitations set forth in this Agreement, the
Option may be exercised (i) by giving written notice to the Secretary of the Company or the
Secretary’s designee, specifying the number of whole shares to be purchased and accompanied by the
payment therefore in full in cash or, if permitted by the Compensation Committee, (A) in previously
owned whole shares of Stock (for which the Employee has good title, free and clear of all liens and
encumbrances) having a fair market value, determined as of the date of exercise, equal to the
aggregate purchase price payable pursuant to the Option by reason of such exercise, (B) in cash by
a broker-dealer to whom the Employee has submitted an irrevocable notice of exercise, or (C) a
combination of cash and Stock as described in this Section; and (ii) by executing such documents as
the Company may reasonably request. No shares shall be issued until the full purchase price and
all applicable taxes have been paid.



 









 





     2.4 Termination of Option. In no event may the Option be exercised after it
terminates as set forth in this Section 2.4. The Option shall terminate on its Expiration Date, or
earlier to the extent not exercised pursuant to Section 2.2 and pursuant to Section 6.10 of the
Plan. In the event that the Employee shall forfeit rights to purchase all or a portion of the
shares to which this Option relates, the Employee shall, within 10 days of the date of the
Company’s written request, return this Agreement to the Company for cancellation.



     3. Additional Terms and Conditions of Option.



     3.1 Withholding Taxes. As a condition precedent to any exercise of the Option, the
Employee shall, upon request by the Company, pay to the Company in addition to the purchase price
of the shares such amount of cash as the Company may be required to withhold, under all applicable
federal, state or local laws or regulations. The employee will recognize ordinary income at the
time of exercise in an amount equal to the excess, if any, of the fair market value of a share of
Common Stock at the time of exercise over the option price, multiplied by the number of shares as
to which the option is exercised. The Employee may elect, by written notice to the Company, to
satisfy part or all of the withholding tax requirements associated with the exercise by delivering
to the Company from shares of Stock already owned by the Employee, that number of shares having an
aggregate Fair Market Value equal to part or all of the tax payable by the Employee under this
Section 3.1. Any such election shall be in accordance with, and subject to, applicable tax and
securities laws, regulations and rulings.



     3.2 Agreement Subject to Plan. This Agreement is subject to the provisions of the
Plan, and shall be interpreted in accordance therewith, except where specifically provided
otherwise in this Agreement. The Employee hereby acknowledges receipt of a copy of the Plan.



	 	 	 	 	 	 	 
	 	 	PLATO LEARNING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Company Executive]
	 	 






Accepted this _________ day of




______________________, 200_________




___________________________________




               [Name of Optionee]




 









 








EXHIBIT 4.2(b)




Form of

Employee Stock Option Agreement

Section 16 Employees




 









 





PLATO LEARNING, INC.

EMPLOYEE STOCK OPTION AGREEMENT

Section 16 Employees




     PLATO Learning, Inc., a Delaware corporation (the “Company”), hereby grants to [Name of
Optionee] (the “Employee”) on this [day] day of [month], [year] (the “Option Date”), pursuant to
the provisions of the PLATO Learning, Inc. 2006 Stock Incentive Plan (the “Plan”), a non-qualified
stock option (the “Option”) to purchase from the Company [shares] shares of its Common Stock, $.01
par value (“Stock”), at the price of [$price] per share upon and subject to the terms and
conditions set forth below.



     1. Option Subject to Acceptance of Agreement.



     The Option shall be forfeited unless the Employee shall accept this Agreement by executing it
in the space provided below and return it to the Company within 60 days following the Option Date.



     2. Time and Manner of Exercise of Option.



     2.1 Maximum Term of Option. In no event may the Option be exercised, in whole or in
part, after 5:00 p.m., Minneapolis time, on the date, which is eight (8) years after the Option
Date (the “Expiration Date”).



     2.2 Exercise of Option. Except as otherwise provided in the Plan, the Option shall
become exercisable with respect to (i) 25% of the aggregate number of shares of Stock subject to
the Option on [date] (the “First Exercise Date”); (ii) with respect to 50% of the aggregate number
of shares subject to the Option on [date] (the “Second Exercise Date”); (iii) with respect to 75%
of the aggregate number of shares subject to the Option on [date] (the “Third Exercise Date”); and
(iv) with respect to 100% of the aggregate number of shares subject to the Option on [date] (the
“Fourth Exercise Date”) (the First Exercise Date, the Second Exercise Date, the Third Exercise
Date, and the Fourth Exercise Date each being referred to herein as an “Exercise Date”).



     2.3 Method of Exercise. Subject to the limitations set forth in this Agreement, the
Option may be exercised (i) by giving written notice to the Secretary of the Company or the
Secretary’s designee, specifying the number of whole shares to be purchased and accompanied by the
payment therefore in full in cash or, if permitted by the Compensation Committee, (A) in previously
owned whole shares of Stock (for which the Employee has good title, free and clear of all liens and
encumbrances) having a fair market value, determined as of the date of exercise, equal to the
aggregate purchase price payable pursuant to the Option by reason of such exercise, (B) in cash by
a broker-dealer to whom the Employee has submitted an irrevocable notice of exercise, or (C) a
combination of cash and Stock as described in this Section; and (ii) by executing such documents as
the Company may reasonably request. No shares shall be issued until the full purchase price and
all applicable taxes have been paid.



     2.4 Termination of Option. In no event may the Option be exercised after it
terminates as set forth in this Section 2.4. The Option shall terminate on its Expiration Date, or
earlier to the extent not exercised pursuant to Section 2.2 and pursuant to Section 6.10 of the



 









 









Plan. Upon termination of such Employee’s service with the Company for any reason other
than Death, Disability or Retirement, any Option held by such Employee may thereafter be exercised
to the extent it was exercisable at the time of such termination, but may not be exercised after
one year after such termination, or the expiration of the stated term of the Option, whichever
period is the shorter. Options that are not exercisable at the time of such termination of Service
shall expire at the close of business on the date of such termination. In the event an Employee’s
Service with the Company is terminated for Cause, all unexercised Options granted to such Employee
shall immediately terminate. In the event that the Employee shall forfeit rights to purchase all
or a portion of the shares to which this Option relates, the Employee shall, within 10 days of the
date of the Company’s written request, return this Agreement to the Company for cancellation.



     3. Additional Terms and Conditions of Option.



     3.1 Withholding Taxes. As a condition precedent to any exercise of the Option, the
Employee shall, upon request by the Company, pay to the Company in addition to the purchase price
of the shares such amount of cash as the Company may be required to withhold, under all applicable
federal, state or local laws or regulations. The employee will recognize ordinary income at the
time of exercise in an amount equal to the excess, if any, of the fair market value of a share of
Common Stock at the time of exercise over the option price, multiplied by the number of shares as
to which the option is exercised. The Employee may elect, by written notice to the Company, to
satisfy part or all of the withholding tax requirements associated with the exercise by delivering
to the Company from shares of Stock already owned by the Employee, that number of shares having an
aggregate Fair Market Value equal to part or all of the tax payable by the Employee under this
Section 3.1. Any such election shall be in accordance with, and subject to, applicable tax and
securities laws, regulations and rulings.



     3.2 Agreement Subject to Plan. This Agreement is subject to the provisions of the
Plan, and shall be interpreted in accordance therewith, except where specifically provided
otherwise in this Agreement. The Employee hereby acknowledges receipt of a copy of the Plan.



	 	 	 	 	 	 	 
	 	 	PLATO LEARNING, INC.	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Company Executive]	 	 






Accepted this _________ day of




______________________, 200_________




___________________________________




                [Name of Optionee]




 









 








EXHIBIT 4.2(c)




Form of

Employee Stock Option Agreement

Double Trigger Change of Control




 









 





PLATO LEARNING, INC.

EMPLOYEE STOCK OPTION AGREEMENT

Double Trigger Change of Control




     PLATO Learning, Inc., a Delaware corporation (the “Company”), hereby grants to [Name of
Optionee] (the “Employee”) on this [day] day of [month], [year] (the “Option Date”), pursuant to
the provisions of the PLATO Learning, Inc. 2006 Stock Incentive Plan (the “Plan”), a non-qualified
stock option (the “Option”) to purchase from the Company [shares] shares of its Common Stock, $.01
par value (“Stock”), at the price of [$price] per share upon and subject to the terms and
conditions set forth below.



     1. Option Subject to Acceptance of Agreement.



     The Option shall be forfeited unless the Employee shall accept this Agreement by executing it
in the space provided below and return it to the Company within 60 days following the Option Date.



     2. Time and Manner of Exercise of Option.



     2.1 Maximum Term of Option. In no event may the Option be exercised, in whole or in
part, after 5:00 p.m., Minneapolis time, on the date, which is eight (8) years after the Option
Date (the “Expiration Date”).



     2.2 Exercise of Option. Except as otherwise provided in the Plan, the Option shall
become exercisable with respect to (i) 25% of the aggregate number of shares of Stock subject to
the Option on [date] (the “First Exercise Date”); (ii) with respect to 50% of the aggregate number
of shares subject to the Option on [date] (the “Second Exercise Date”); (iii) with respect to 75%
of the aggregate number of shares subject to the Option on [date] (the “Third Exercise Date”); and
(iv) with respect to 100% of the aggregate number of shares subject to the Option on [date] (the
“Fourth Exercise Date”) (the First Exercise Date, the Second Exercise Date, the Third Exercise
Date, and the Fourth Exercise Date each being referred to herein as an “Exercise Date”).



     2.3 Method of Exercise. Subject to the limitations set forth in this Agreement, the
Option may be exercised (i) by giving written notice to the Secretary of the Company or the
Secretary’s designee, specifying the number of whole shares to be purchased and accompanied by the
payment therefore in full in cash or, if permitted by the Compensation Committee, (A) in previously
owned whole shares of Stock (for which the Employee has good title, free and clear of all liens and
encumbrances) having a fair market value, determined as of the date of exercise, equal to the
aggregate purchase price payable pursuant to the Option by reason of such exercise, (B) in cash by
a broker-dealer to whom the Employee has submitted an irrevocable notice of exercise, or (C) a
combination of cash and Stock as described in this Section; and (ii) by executing such documents as
the Company may reasonably request. No shares shall be issued until the full purchase price and
all applicable taxes have been paid.



     2.4 Termination of Option. In no event may the Option be exercised after it
terminates as set forth in this Section 2.4. The Option shall terminate on its Expiration Date, or
earlier to the extent not exercised pursuant to Section 2.2 and pursuant to Section 6.10 of the



 









 







Plan. Upon termination of such Employee’s service with the Company for any reason other than
Death, Disability or Retirement, any Option held by such Employee may thereafter be exercised to
the extent it was exercisable at the time of such termination, but may not be exercised after one
year after such termination, or the expiration of the stated term of the Option, whichever period
is the shorter. Options that are not exercisable at the time of such termination of Service shall
expire at the close of business on the date of such termination. In the event an Employee’s
Service with the Company is terminated for Cause, all unexercised Options granted to such Employee
shall immediately terminate. In the event that the Employee shall forfeit rights to purchase all
or a portion of the shares to which this Option relates, the Employee shall, within 10 days of the
date of the Company’s written request, return this Agreement to the Company for cancellation.



     2.5 Change in Control. Notwithstanding any other provisions as outlined in the Plan,
and unless otherwise specifically prohibited under applicable laws, or by the rules and regulations
of any governing governmental agencies or national securities exchanges, upon a Change in Control
any and all outstanding Options will become immediately exercisable, after a Change in Control and
upon the Employee’s termination for any reason other than cause after a Change in Control, and will
remain exercisable throughout their entire term.



     3. Additional Terms and Conditions of Option.



     3.1 Withholding Taxes. As a condition precedent to any exercise of the Option, the
Employee shall, upon request by the Company, pay to the Company in addition to the purchase price
of the shares such amount of cash as the Company may be required to withhold, under all applicable
federal, state or local laws or regulations. The employee will recognize ordinary income at the
time of exercise in an amount equal to the excess, if any, of the fair market value of a share of
Common Stock at the time of exercise over the option price, multiplied by the number of shares as
to which the option is exercised. The Employee may elect, by written notice to the Company, to
satisfy part or all of the withholding tax requirements associated with the exercise by delivering
to the Company from shares of Stock already owned by the Employee, that number of shares having an
aggregate Fair Market Value equal to part or all of the tax payable by the Employee under this
Section 3.1. Any such election shall be in accordance with, and subject to, applicable tax and
securities laws, regulations and rulings.



     3.2 Agreement Subject to Plan. This Agreement is subject to the provisions of the
Plan, and shall be interpreted in accordance therewith, except where specifically provided
otherwise in this Agreement. The Employee hereby acknowledges receipt of a copy of the Plan.



	 	 	 	 	 	 	 
	 	 	PLATO LEARNING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Company Executive]	 	 






Accepted this _________ day of




______________________, 200_________




___________________________________




                [Name of Optionee]




 









 








EXHIBIT 4.2(d)




Form of

Non-Employee Director Stock Option Agreement




 









 





PLATO LEARNING, INC.

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT




     PLATO Learning, Inc., a Delaware corporation (the “Company”), hereby grants to [Name of
Non-Employee Director] (the “Non-Employee Director”) on this [day] day of [month], [year] (the
“Option Date”), pursuant to the provisions of the PLATO Learning, Inc. 2006 Stock Incentive Plan
(the “Plan”), a non-qualified stock option (the “Option”) to purchase from the Company [shares]
shares of its Common Stock, $.01 par value (“Stock”), at the price of [$price] per share upon and
subject to the terms and conditions set forth below.



     1. Option Subject to Acceptance of Agreement.



     The Option shall be forfeited unless the Non-Employee Director shall accept this Agreement by
executing it in the space provided below and return it to the Company within 60 days following the
Option Date.



     2. Time and Manner of Exercise of Option.



     2.1 Maximum Term of Option. In no event may the Option be exercised, in whole or in
part, after 5:00 p.m., Minneapolis time, on the date, which is eight (8) years after the Option
Date (the “Expiration Date”).



     2.2 Exercise of Option. Except as otherwise provided in the Plan, the Option shall
become immediately exercisable with respect to 100% of the shares subject to the Option.



     2.3 Method of Exercise. Subject to the limitations set forth in this Agreement, the
Option may be exercised (i) by giving written notice to the Secretary of the Company or the
Secretary’s designee, specifying the number of whole shares to be purchased and accompanied by the
payment therefore in full in cash or, if permitted by the Compensation Committee, (A) in previously
owned whole shares of Stock (for which the Non-Employee Director has good title, free and clear of
all liens and encumbrances) having a fair market value, determined as of the date of exercise,
equal to the aggregate purchase price payable pursuant to the Option by reason of such exercise,
(B) in cash by a broker-dealer to whom the Non-Employee Director has submitted an irrevocable
notice of exercise, or (C) a combination of cash and Stock as described in this Section; and (ii)
by executing such documents as the Company may reasonably request. No shares shall be issued until
the full purchase price and all applicable taxes have been paid.



     2.4 Termination of Option. In no event may the Option be exercised after it
terminates as set forth in this Section 2.4. The Option shall terminate on its Expiration Date, or
earlier to the extent not exercised pursuant to Section 2.2 and pursuant to Section 6.10 of the
Plan. Upon termination of such Non-Employee Director’s service as a Director of the company after
the Non-Employee Director has served more than five years on the Board of the Company, the
unexercised portion of an Option held by such Non-Employee Director shall be exercisable through
the original term of the option. Upon termination of such Director’s service as a Director of the
Company before the Non-Employee Director has served more than five years on the Board of Directors,
the unexercised portion of an Option held by such Director shall be exercisable for a period of
one-year after termination. A director year starts as of the annual meeting date and ends the day
before the next year’s annual meeting date. In the event that the Non-Employee Director shall
forfeit rights to purchase all or a portion of the shares to which this Option relates,



 









 







the Non-Employee Director shall, within 10 days of the date of the Company’s written request,
return this Agreement to the Company for cancellation.



     2.5 Change in Control. Notwithstanding any other provisions as outlined in the Plan,
and unless otherwise specifically prohibited under applicable laws, or by the rules and regulations
of any governing governmental agencies or national securities exchanges, upon a Change in Control
and upon the Non-Employee Director’s termination for any reason other than cause after a Change in
Control, any and all outstanding Options will
remain
exercisable throughout their entire term.



     3. Additional Terms and Conditions of Option.



     3.1 Withholding Taxes. As a condition precedent to any exercise of the Option, the
Non-Employee Director shall, upon request by the Company, pay to the Company in addition to the
purchase price of the shares such amount of cash as the Company may be required to withhold, under
all applicable federal, state or local laws or regulations. The Non-Employee Director will
recognize ordinary income at the time of exercise in an amount equal to the excess, if any, of the
fair market value of a share of Common Stock at the time of exercise over the option price,
multiplied by the number of shares as to which the option is exercised. The Non-Employee Director
may elect, by written notice to the Company, to satisfy part or all of the withholding tax
requirements associated with the exercise by delivering to the Company from shares of Stock already
owned by the Non-Employee Director, that number of shares having an aggregate Fair Market Value
equal to part or all of the tax payable by the Non-Employee Director under this Section 3.1. Any
such election shall be in accordance with, and subject to, applicable tax and securities laws,
regulations and rulings.



     3.2 Agreement Subject to Plan. This Agreement is subject to the provisions of the
Plan, and shall be interpreted in accordance therewith, except where specifically provided
otherwise in this Agreement. The Non-Employee Director hereby acknowledges receipt of a copy of
the Plan.



	 	 	 	 	 	 	 
	 	 	PLATO LEARNING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Company Executive]	 	 






Accepted this _________ day of




______________________, 200_________




___________________________________




               [Non-Employee Director]




 









 








EXHIBIT 4.2(e)




Form of

Non-Employee Director Restricted Stock Agreement




 









 





PLATO LEARNING, INC.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT




     PLATO Learning, Inc., a Delaware corporation (the “Company”), hereby grants to [Name of
Non-Employee Director] (the “Non-Employee Director”) on this [day] day of [month], [year] (the
“Option Date”), pursuant to the provisions of the PLATO Learning, Inc. 2006 Stock Incentive Plan
(the “Plan”), [shares] shares of Restricted Stock of the Company’s Common Stock, $.01 par value
(“Restricted Stock”), with a fair market value of [$price] per share on the Date of Issuance, upon
and subject to the terms and conditions set forth below.



     1. Restricted Stock Subject to Acceptance of Agreement. The Restricted Stock shall be
forfeited unless the Non-Employee Director shall accept this Agreement by executing it in the space
provided below and return it to the Company within 60 days following the Restricted Stock Date.
The Restricted Stock shall be issued upon acceptance hereof by the Non-Employee Director and upon
satisfaction of the conditions of this Agreement.



     2. Lapse of Forfeiture Restrictions. The Restricted Stock is immediately vested, but
may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of until the earlier of (i) the Non-Employee Director’s death, (ii) the Non-Employee
Director’s disability as determined by the Company, (iii) five years from the date of grant, (iv)
the Non-Employee Director’s retirement from the Board of Directors, (v) the Non-Employee Director’s
resignation from the Board Directors, or (vi) the occurrence of a Change-in-Control (as such terms
are defined in the Plan).



     3. Stock. A certificate or shares in book entry evidencing the Restricted Stock shall
be issued by the Company in the Non-Employee Director’s name, pursuant to which Non-Employee
Director shall have voting rights and shall be entitled to receive all dividends unless and until
the Restricted Stock are forfeited pursuant to the provisions of this Agreement. The certificate
or shares in book entry shall bear a legend evidencing the nature of the Restricted Stock, and the
Company will cause the certificate to be delivered upon issuance to the Secretary of the Company or
to such other depository as may be designated by the Company as a depository for safekeeping until
the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and
this award. The Non-Employee Director shall deliver to the Company a stock power, endorsed in
blank, relating to the Restricted Stock then subject to the Forfeiture Restrictions. Upon the
lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate
or certificates or shares in book entry form to be issued without legend in the name of the
Non-Employee Director for the shares upon which Forfeiture Restrictions lapsed. Notwithstanding
any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether
subject to restrictions or unrestricted) may be postponed for such period as may be required to
comply with applicable requirements of any national securities exchange or any requirements under
any law or regulation applicable to the issuance or delivery of such shares. The Company shall not
be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall
constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.



 









 





     4. Tax Consequences. The Non-Employee Director has reviewed with the Non-Employee
Director’s own tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Non-Employee Director is
relying solely on such advisors and not on any statements or representations of the Company or any
of its agents. The Non-Employee Director understands that the Non-Employee Director (and not the
Company) shall be responsible for the Non-Employee Director’s own tax liability that may arise as a
result of this investment or the transactions contemplated by this Agreement. As a condition
precedent to the issuance of Restricted Stock, the Non-Employee Director shall, upon request by the
Company, deliver to the Company at the time of such receipt or lapse, as the case may be, such
amount of money or shares of unrestricted stock as the Company may require to meet its withholding
obligation under applicable tax laws or regulations, and, if the Non-Employee Director fails to do
so, the Company is authorized to withhold from any cash or stock remuneration then or thereafter
payable to Non-Employee Director any tax required to be withheld by reason of such resulting
compensation income.



     5. Status of Restricted Stock. The Non-Employee Director agrees that the Restricted
Stock will not be sold or otherwise disposed of in any manner, which would constitute a violation
of any applicable federal or state securities laws. Non-Employee Director also agrees (i) that the
certificates representing the Restricted Stock may bear such legend or legends as the Company deems
appropriate in order to assure compliance with applicable securities laws, (ii) that the Company
may refuse to register the transfer of the Restricted Stock on the stock transfer records of the
Company if such proposed transfer would be in the opinion of counsel satisfactory to the Company
constitute a violation of any applicable securities law and (iii) that the Company may give related
instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted
Stock.



     6. Agreement Subject to Plan. This Agreement is subject to the provisions of the
Plan, and shall be interpreted in accordance therewith, except where specifically provided
otherwise in this Agreement. The Non-Employee Director hereby acknowledges receipt of a copy of
the Plan.



	 	 	 	 	 	 	 
	 	 	PLATO LEARNING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Company Executive]	 	 






Accepted this _________ day of




______________________, 200_________




___________________________________




               [Non-Employee Director]