Filed by Bowne Pure Compliance






Exhibit 10.1




RENAISSANCE LEARNING, INC.

INCENTIVE BONUS PLAN

Effective as of July 16, 2003

Revised as of July 2008




1. Purpose. The Compensation Committee of the Board of Directors of Renaissance
Learning, Inc. has adopted this Incentive Bonus Plan to establish a correlation between the annual
incentives awarded to Participants and the Company’s financial performance. Subject to the terms
and conditions of this Plan, Participants will receive an incentive bonus tied to Performance
Goals. The Plan will be applicable to the plan year ending June 30, 2009 and subsequent years
unless and until terminated or amended by the Compensation Committee.



2. Definitions. As used in the Plan, the following terms have the meanings indicated:




(a) “Board” means the Board of Directors of the Company.




(b) “Code” means the Internal Revenue Code of 1986, as amended.




(c) “Committee” means the Compensation Committee of the Board.




(d) “Company” means Renaissance Learning, Inc. and its consolidated subsidiaries.




(e) “Disability” means a condition that meets the requirements set forth in Section
22(e)(3) of the Code, as determined by the Committee.




(f) “Participant” means any executive officer or other employee of the Company
participating in the Plan for the applicable Plan Year.




(g) “Performance Goal” means a goal established by the Committee to measure the
performance of the Company for the purpose of determining whether, and to what extent, an
award will be payable under the Plan for the Plan Year.




(h) “Plan Year” means the 12 months period commencing July 1 of each year and ending
June 30 of the following year.




(i) “Plan” means this Renaissance Learning, Inc. Incentive Bonus Plan, as amended from
time to time.




(j) “Retirement” means the termination of employment of a Participant after the
attainment of age 62 with at least ten years of service with the Company, or due to early
retirement with the consent of the Committee.




(k) “Salary” means base salary actually earned by a Participant during the applicable
Plan Year.



3. Participation. Participation in the Plan for any Plan Year shall be limited to the
Participants designated by the Committee by name or position. At the Committee’s discretion, a
person who becomes a Participant after the commencement of a Plan Year shall be eligible to receive
an award pursuant to Section 4 on such terms as the Committee may determine.



4. Determination of Awards.




(a) From time to time, the Committee may approve one or more Performance Goals and the
terms and amount of an award for each Participant. Awards are payable in cash and based on a
percentage of each Participant’s Salary in the final full pay period of the Plan Year, if
and to the extent that Performance Goals are achieved.




(b) The Committee expressly reserves the right to increase, reduce or eliminate
entirely any award at any time before it is paid. Such determination shall be conclusive and
binding on the Participant(s) and the Company.


 


 









 





5. Payment of Awards.




(a) If the Performance Goals have been met, each Participant shall receive payment of
an award in the form elected by the Company at the time designated by the Company but no
later than thirty (30) calendar days following the public release of earnings for the fiscal
quarter in which the Plan Year ends. All awards under the Plan are subject to federal,
state and local income and payroll tax withholding.




(b) Even if the Performance Goals have been met, a Participant shall receive no payment
of an award if the Participant’s employment with the Company terminates prior to the date of
payment for any reason other than death, Disability or Retirement. A Participant who
terminates employment for death, Disability or Retirement shall be eligible to receive an
award based on Salary earned in the applicable Plan Year through the date of termination, if
an award is otherwise payable pursuant to Section 4.




(c) If a Participant dies and is subsequently entitled to receive an award under the
Plan, the award shall be paid to the Participant’s estate.



6. Administration. The Plan shall be administered by the Committee. The Committee may
adopt rules and regulations for carrying out the Plan, and the Committee may take such actions as
it deems appropriate to ensure that the Plan is administered in the best interests of the Company.
The Committee has the authority to construe and interpret the Plan, resolve any ambiguities, grant
waivers or exceptions to the terms of the Plan or an award, and make determinations with respect to
the eligibility for or amount and terms of any award. The interpretation, construction and
administration of the Plan by the Committee shall be final and conclusive. The Committee may
consult with counsel, who may be counsel to the Company, and shall not incur any liability for any
action taken in good faith in reliance upon the advice of counsel. The Committee, in its
discretion, may delegate its authority and duties under the Plan to the Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer and/or other senior officers of the Company under
such conditions and/or limitations as the Committee may establish.



7. Rights. Participation in the Plan and the right to receive awards under the Plan
shall not give a Participant any proprietary interest in the Company or any of its assets or create
contractual or other legal duties in favor of a Participant. A Participant shall for all purposes
be a general creditor of the Company. The interests of a Participant cannot be assigned,
anticipated, sold, encumbered or pledged and shall not be subject to the claims of his or her
creditors. Nothing in the Plan shall confer upon any Participant the right to receive an award, be
selected as a Participant or continue in the employ of the Company, or shall interfere with or
restrict in any way the right of the Company to discharge a Participant at any time for any reason
whatsoever, with or without cause. A person’s selection to be a Participant in any Plan Year does
not give such person any right to be selected as a Participant in any other Plan Year.



8. Successors. The Plan shall be binding on the Participants and their personal
representatives. If the Company becomes a party to any merger, consolidation, reorganization or
other corporate transaction, the Plan shall remain in full force and effect as an obligation of the
Company or its successor in interest.



9. Amendment and Termination. The Committee may amend or terminate the Plan or any
awards hereunder at any time as it deems appropriate.