exv4w1






Exhibit 4.1




Archipelago Learning, Inc.

2009 Omnibus Incentive Plan




RESTRICTED STOCK UNIT AWARD AGREEMENT




     THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of February
24, 2011 (the “Grant Date”) by and between Archipelago Learning, Inc., a Delaware corporation (with
any successor, the “Company”), and Timothy McEwen (the “Participant”).



R E C I T A L S:




     WHEREAS, the Company has adopted the Archipelago Learning, Inc. 2009 Omnibus Incentive Plan
(the “Plan”). Capitalized terms not otherwise defined herein shall have the same meanings as in
the Plan; and



     WHEREAS, the Committee has determined that it would be in the best interests of the Company
and its stockholders to grant the restricted stock units provided for herein to the Participant
pursuant to the Plan and the terms set forth herein.



     NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:



     I.      Restricted Stock Unit Award. Subject to the terms and conditions of the Plan and
this Agreement, the Company hereby grants to the Participant 28,038 Restricted Stock Units (the
“RSUs”) and 28,038 dividend equivalent rights (the “Dividend Equivalents”), which shall vest and
become non-forfeitable in accordance with      Section II hereof. Each RSU and Dividend
Equivalent represent one hypothetical Share.



     II.      Vesting.



          (a)      Vesting Schedule. Subject to the Participant’s continued employment, forty one
and two thirds percent (41 ?%) of the RSUs (the “Cash Settled RSUs”) shall vest six (6) months
following the Grant Date (the “Cash Settled Vesting Date”) and the remainder of the RSUs (the
“Stock Settled RSUs”) shall vest on the fourth (4th) anniversary of the Grant Date (the “Stock
Settled Vesting Date”).




          (b)      Forfeiture. If the Participant’s employment is terminated for any reason other
than a termination by the Company without Cause, the RSUs and Dividend Equivalents, to the extent
not then vested, shall be forfeited by the Participant without consideration. If the Participant’s
employment is terminated by the Company without Cause, the Cash Settled RSUs and related Dividend
Equivalents, to the extent not then vested, shall immediately vest in full, and the Stock Settled
RSUs and related Dividend Equivalents shall vest in accordance with the following schedule if the
termination date occurs during the twelve-month period ending on February 24 of each of the years
indicated below::




 









 








	 	 	 	 	 
	Year	 	Percent of Stock Settled RSUs and Dividend Equivalents
	2012
	 	 	25	%
	2013
	 	 	25	%
	2014
	 	 	25	%
	2015
	 	 	25	%






          (c)      Change of Control. In the event of a Change of Control, all or a portion of
the Stock Settled RSUs, Cash Settled RSUs and Dividend Equivalents may vest, in the sole discretion
of the Committee and in accordance with the terms of the Plan.




     III.      Settlement of RSUs.



          (a)      Cash Settled RSUs. On the Cash Settled Vesting Date or as soon as practicable
thereafter, the Company shall deliver to the Participant a cash payment equal to the value of the
Cash Settled RSUs as of the Cash Settled Vesting Date, less any federal, state, local or foreign
withholding obligations that arise in connection with such settlement in accordance with the terms
of the Plan.




          (b)      Stock Settled RSUs. On the Stock Settled Vesting Date or as soon as practicable
thereafter, the Company shall deliver to the Participant one or more certificate(s) representing
the number of Shares equal to the number of Stock Settled RSUs which vested on the Stock Settled
Vesting Date. Prior to settlement, and in no event later than sixty (60) days following the Stock
Settled Vesting Date, the Participant shall make arrangements with the Committee for the
satisfaction of any federal, state, local or foreign withholding obligations that arise in
connection with such settlement in accordance with the terms of the Plan. The Company shall not be
liable to the Participant for damages relating to any delays in issuing the certificates to him,
any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in
the certificates themselves.




     IV.      No Right to Continued Service. The granting of the RSUs and Dividend Equivalents
evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to
continue the employment or service of the Participant and shall not lessen or affect any right that
the Company or any Affiliate may have to terminate the employment or service of the Participant.



     V.      Securities Laws/Legend on Certificates. The issuance and delivery of Shares shall
comply with all applicable requirements of law, including (without limitation) the Securities Act
of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange or other securities market on which the
Company’s securities may then be traded. If the Company deems it necessary to ensure that the
issuance of securities under the Plan is not required to be registered under any applicable
securities laws, the Participant shall deliver to the Company an agreement or certificate
containing such representations, warranties and covenants, as reasonably requested by the Company,
which satisfies such requirements. The certificates representing the Shares shall be



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subject to such stop transfer orders and other restrictions as the Committee may deem
reasonably advisable, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.




     VI.      Transferability. The RSUs and Dividend Equivalents may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other
than by will or by the laws of descent and distribution, and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company or any Affiliate; provided that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such
permitted transfer of the RSUs or Dividend Equivalents to heirs or legatees of the Participant
shall be effective to bind the Company unless the Committee shall have been furnished with written
notice thereof and a copy of such evidence as the Committee may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transferees of the terms and
conditions hereof.



     VII.      Dividend Equivalents. For each Dividend Equivalent the Participant shall have
the right to receive an amount equal to the per Share dividend (if any) paid by the Company during
the period between the Grant Date and the Dividend Equivalent’s expiration. Each Dividend
Equivalent relates to one RSU and expires at the same time that the related RSU vests or is
canceled or forfeited. When dividends are paid by the Company, the Participant will be credited
with an amount determined by multiplying the number of the Participant’s unexpired Dividend
Equivalents by the dividend per Share. Such amount is payable in cash at the time the related RSU
is settled.



     VIII.      Adjustment of RSUs and Dividend Equivalents. Adjustments to the RSUs and
Dividend Equivalents shall be made in accordance with the terms of the Plan. Fractional shares
shall not be issued and any rights thereto shall be forfeited without consideration.



     IX.      Withholding. The Company shall have the power and the right to deduct or withhold
automatically from any amount deliverable under this Agreement, or require the Participant to remit
to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic
or foreign, required by law or regulation to be withheld with respect to any taxable event arising
as a result of this Agreement and the Plan. With respect to required withholding, the Participant
may elect (subject to the Company’s automatic withholding right set out above), subject to the
approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having
the Company withhold Shares and/or Dividend Equivalents having a Fair Market Value on the date the
tax is to be determined equal to the minimum statutory total tax that could be imposed on the
transaction.



     X.      Notices. Any notification required by the terms of this Agreement shall be given in
writing and shall be deemed effective upon personal delivery or within three (3) days of deposit
with the United States Postal Service, by registered or certified mail, with postage and fees
prepaid. A notice shall be addressed to the Company, Attention: General Counsel, at its principal
executive office and to the Participant at the address that he or she most recently provided to the
Company.



     XI.      Entire Agreement. This Agreement and the Plan constitute the entire contract
between the parties hereto with regard to the subject matter hereof. They supersede any other



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agreements, representations or understandings (whether oral or written and whether express or
implied) which relate to the subject matter hereof.




     XII.      Waiver. No waiver of any breach or condition of this Agreement shall be deemed
to be a waiver of any other or subsequent breach or condition whether of like or different nature.



     XIII.      Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and upon the
Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the
Participant’s estate, whether or not any such person shall have become a party to this Agreement
and agreed in writing to be joined herein and be bound by the terms hereof.



     XIV.      Choice of Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be
governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Plan to the substantive
law of another jurisdiction.



     SUBJECT TO THE TERMS OF THIS AGREEMENT, THE PARTIES AGREE THAT ANY AND ALL ACTIONS ARISING
UNDER OR IN RESPECT OF THIS AGREEMENT SHALL BE LITIGATED IN THE FEDERAL OR STATE COURTS IN
DELAWARE. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE
PERSONAL JURISDICTION OF SUCH COURTS FOR ITSELF, HIMSELF OR HERSELF AND IN RESPECT OF ITS, HIS OR
HER PROPERTY WITH RESPECT TO SUCH ACTION. EACH PARTY AGREES THAT VENUE WOULD BE PROPER IN ANY OF
SUCH COURTS, AND HEREBY WAIVES ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR INCONVENIENT
FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.



     EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.



     XV.      RSUs and Dividend Equivalents Subject to Plan. By entering into this Agreement
the Participant agrees and acknowledges that the Participant has had the opportunity to retain
counsel, and has read carefully, and understands, the provisions of the Plan and this Agreement.
The RSUs and Dividend Equivalents are subject to the Plan. In the event of a conflict between any
term or provision contained herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail.



     XVI.      Severability. The provisions of this Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.



     XVII.      Signature in Counterparts. This Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.



     XVIII.      Noncompetition; Nonsolicitation, Protection of Confidential Information. The
Participant agrees to comply with the covenants set forth in      Section 8 of that certain
Employment



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Agreement, dated as of August 31, 2009, between the Participant and Study Island LLC. If the
Participant violates any such covenants, then the Participant shall be required to pay to the
Company, within ten business days following the date on which the Participant commits such
violation, an amount equal to the aggregate proceeds, if any, the Participant received upon the
sale or other disposition of the Participant’s Shares.




[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Unit Award
Agreement as of the date first written above.



	 	 	 	 	 
	 	Archipelago Learning, Inc.

 	 
	 	By:  	/s/ Mark Dubrow
 	 
	 	 	Name:  	Mark Dubrow 	 
	 	 	Title Chief Financial Officer 	 
	 


Agreed and acknowledged as



of the date first above written:




	 

	/s/ Tim McEwen
 

Participant