ex10_30.htm


    
      

    

    Exhibit 10.30

     

    


    GENERAL
RELEASE AND WAIVER OF CLAIMS

    


    Definitions.  I intend all
words used in this General Release and Waiver of Claims (“Release”) to have
their plain meanings in ordinary English.  Specific terms that I use
in this Release have the following meanings:

    


    
      	
               
      

            	
              A.

            	
              I, me, and my include both
      me, Michael A. Morache, and anyone who has or obtains any legal rights or
      claims through me.

            


    

    


    
      	
               
      

            	
              B.

            	
              PLATO means
      PLATO Learning, Inc., any company related to PLATO Learning, Inc., in the
      present or past (including without limitation, its predecessors, parents,
      subsidiaries, affiliates, and divisions),
      and any successors or assigns of PLATO Learning,
  Inc.

            


    

    


    
      	
               
      

            	
              C.

            	
              Company means
      PLATO; the present and past officers, directors, committees, and employees
      of PLATO; the present and past fiduciaries of any employee benefit plan
      sponsored or maintained by PLATO (other than
      multiemployer plans); the attorneys for PLATO; and anyone who acted on
      behalf of PLATO or on instructions from
PLATO.

            


    

    


    
      	
               
      

            	
              D.

            	
              Employment
      Agreement  means the employment agreement that I entered
      into with PLATO dated February 28, 2005, as amended and modified January
      9, 2007 and October 1, 2007.

            


    

    


    
      	
               
      

            	
              E.

            	
              Severance
      Benefits means the severance benefits specified in Section 6(c) of
      the Employment Agreement, except that the severance pay described under
      Section 6(c)(ii) is hereby reduced by $250,000.00, subject to all the
      terms and conditions of the Employment Agreement and payable at such times
      as specified in this Release.

            


    

    


    
      	
               
      

            	
              F.

            	
              Additional
      Benefits means (a) the full vesting of all option awards granted on
      February 28, 2005 and December 7, 2005, to the extent such option awards
      were not fully vested as of December 31, 2008, and the extension of the
      exercise period for all such option awards throughout the original term of
      such options, and (b) reimbursement for my actual legal expenses
      incurred in connection with my negotiation and review of this Release, up
      to a maximum amount of $5,000.00, provided I submit to PLATO appropriate
      documentation of such expenses at the same time I deliver the signed
      Release to PLATO.

            


    

    


    
      	
               
      

            	
              G.

            	
              Consideration
      means the Severance Benefits and the Additional
  Benefits.

            


    

    


    
      	
               
      

            	
              H.

            	
              My Claims mean
      all of my rights that I now have to any relief of any kind from the
      Company, including without
limitation:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              1.

            	
              all
      claims arising out of or relating to my employment with PLATO or the
      termination of that employment;

            


    

    


    
      	
               
      

            	
              2.

            	
              all
      claims arising out of or relating to the statements, actions, or omissions
      of the Company;

            


    

    


    
      	
               
      

            	
              3.

            	
              all
      claims for any alleged unlawful discrimination, harassment, retaliation or
      reprisal, or other alleged unlawful practices arising under the laws of
      the United States or any other country or of any state, province,
      municipality, or other unit of government, including without limitation,
      claims under Title VII of the Civil Rights Act of 1964, the Age
      Discrimination in Employment Act, the Americans with Disabilities Act, the
      Family and Medical Leave Act, 42 U.S.C. § 1981,
      the Employee Retirement Income Security Act, the Equal Pay Act, the Worker
      Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, the
      Minnesota Human Rights Act, the Fair Credit Reporting Act, and workers’
      compensation non-interference or non-retaliation statutes (such as Minn.
      Stat. § 176.82);

            


    

    


    
      	
               
      

            	
              4.

            	
              all
      claims for alleged wrongful discharge; breach of contract; breach of
      implied contract; failure to keep any promise; breach of a covenant of
      good faith and fair dealing; breach of fiduciary duty; estoppel; my
      activities, if any, as a “whistleblower”; defamation; infliction of
      emotional distress; fraud; misrepresentation; negligence; harassment;
      retaliation or reprisal; constructive discharge; assault; battery; false
      imprisonment; invasion of privacy; interference with contractual or
      business relationships; any other wrongful employment practices; and
      violation of any other principle of common
law;

            


    

    


    
      	
               
      

            	
              5.

            	
              all
      claims for compensation of any kind, including without limitation,
      bonuses, commissions, stock-based compensation or stock options, severance
      pay, termination pay, vacation pay, and expense
      reimbursements;

            


    

    


    
      	
               
      

            	
              6.

            	
              all
      claims for back pay, front pay, reinstatement, other equitable relief,
      compensatory damages, damages for alleged personal injury, liquidated
      damages, and punitive damages; and

            


    

    


    
      	
               
      

            	
              7.

            	
              all
      claims for attorneys’ fees, costs, and
interest.

            


    

    


    However,
My Claims do
not include any claims that the law does not allow to be waived, any claims that
may arise after the date on which I sign this Release, any rights to pay or
benefits under Section 6(c) of the Employment Agreement, or any vested rights to
benefits under any employee benefit plan in which I was a participant as of the
date of the termination of my employment, or any rights I may have to
indemnification from the Company under applicable law, the charter documents of
the Company, or any related insurance policy maintained by the
Company.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Termination
of Employment.  PLATO and I
agreed that it was in our mutual interests that I resign as PLATO’s Chief
Executive Officer effective upon the close of business on October 31, 2008, and
that I would thereafter remain employed by PLATO through December 31, 2008 to
assist PLATO with transitioning my duties to PLATO’s new Chief Executive
Officer.  As a result, my employment with PLATO terminated effective
December 31, 2008.  I understand that PLATO considers the termination
of my employment as an involuntary termination by PLATO without Cause as defined
by, and for the purposes of, the Employment Agreement.  As a result,
all option awards granted to me on March 26, 2008 that remained unvested as of
December 31, 2008 vested immediately upon December 31, 2008.

    


    Agreement
to Release My Claims.  I am entering
into this Release as a condition of receiving the Consideration, and in partial
satisfaction of the conditions set forth in Section 6(e) of the Employment
Agreement.  I will receive the Consideration from PLATO in accordance
with the Employment Agreement and this Release provided I sign and do not
rescind this Release as provided below and otherwise satisfy any continuing
obligations I have under the Employment Agreement.  I understand and
acknowledge that the Consideration is in addition to anything of value that I
would be entitled to receive from PLATO if I did not sign this Release or if I
rescinded this Release.  In exchange for the Consideration I give up
and release all of My Claims.  I will not make any demands or claims
against the Company for compensation or damages relating to My
Claims.  The Consideration that I am receiving is a fair compromise
for the release of My Claims.

    


    Timing Of
Receipt of Severance Pay.  Notwithstanding
the fact that the Employment Agreement states that the severance pay I am to
receive under Section 6(c)(ii) of the Employment Agreement (a portion of the
Severance Benefits, as modified per the definition of Severance Benefits herein)
is to be paid to me within ten (10) business days after December 31, 2008,
provided I satisfy the conditions set forth in Section 6(e) of the Employment
Agreement, I hereby agree and acknowledge that, provided I satisfy the
conditions set forth in Section 6(e) of the Employment Agreement (including
signing and not rescinding this Release within the applicable timeframes), the
Company will pay such severance pay as follows: (1) a lump sum payment of
$460,000.00, less required withholdings, payable on the Company’s first
regularly scheduled payroll date after the expiration of the 15-day rescission
described below, but in no event no later than March 15, 2009, and (2) a lump
sum payment of $130,000.00, less required withholdings, payable on the Company’s
first regularly scheduled payroll date after July 1, 2009.

    


    Satisfaction
of Obligations.  The Consideration
will be provided in satisfaction of any and all obligations of the Company to
make payments pursuant to the Employment Agreement, any Company severance plan,
or any other contract pursuant to which I assert or may assert that the Company
is obligated to provide pay or benefits upon or following the termination of
employment.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    My
Death.  In the event that
I die after I become entitled to receive the Consideration, but before receiving
all of the Consideration, PLATO will provide the remaining Consideration to my
estate or beneficiaries in accordance with the terms of this Release and any
applicable option awards.

    


    Withholding
and Tax Matters.  I understand and
agree that the Company will withhold from the Consideration all appropriate
deductions for employee benefits, if applicable, and the amounts necessary for
the Company to satisfy its withholding obligations under tax laws.  I
acknowledge that the Company has made no representation to me upon which I have
relied concerning the tax consequences of the Consideration or other payments to
me.  I acknowledge and agree that I am responsible for consulting with
a tax advisor with respect to the tax consequences of any payments made by the
Company to me and for paying all employee taxes owed in connection with the
Consideration.

    


    Governing
Law.  All matters
relating to the interpretation, construction, application, validity, and
enforcement of this Release shall be governed by the laws of the State of
Minnesota without giving effect to any choice or conflict of law provision or
rule, whether of the state of Minnesota or any other jurisdiction, that would
cause the application of laws of any jurisdiction other than the State of
Minnesota.

    


    Employment
Agreement.  I acknowledge and
agree that any obligations imposed upon me by the Employment Agreement that
survive the termination of my employment with PLATO shall continue in effect
according to their terms.

    


    Mutual
Non-Disparagement.  I will not malign, defame, or disparage the
reputation, character, image, products, or services of the
Company.  PLATO will direct its current senior executives not to at
any time disparage Michael Morache.  Nothing in this Agreement is
intended to prevent me or the Company from making any required or reasonable
communications with, or providing information to, any governmental, law
enforcement, or stock exchange agency or representative, or in connection with
any governmental investigation, court, administrative or arbitration
proceeding.

    


    Additional
Understandings.  Even though PLATO
will provide Consideration for me to settle and release My Claims, the Company
does not admit that it is responsible or legally obligated to me.  In
fact, the Company denies that it is responsible or legally obligated to me for
My Claims, denies that it engaged in any unlawful or improper conduct toward me,
and denies that it treated me unfairly.

    


    Advice to
Consult with an Attorney.  I understand and
acknowledge that I am hereby being advised by the Company to consult with an
attorney prior to signing this Release.  My decision whether to sign
this Release is my own voluntary decision made with full knowledge that the
Company has advised me to consult with an attorney.

    


    Period to
Consider the Release.  I understand that
I have 21 days from
and after the last day of my employment with PLATO, not counting the last day of
my employment (or 21 days after the date I receive this Release, if later), to
consider whether I wish to sign this Release.  If I sign this Release
before the end of the 21-day period, it will be my voluntary decision to do so
because I have decided that I do not need any additional time to decide whether
to sign this Release.  I also agree that any changes made to this
Release before I sign it, whether material or immaterial, will not restart the
21–day period.  I understand that if I sign this Release before my
last day of employment with PLATO, it will not be valid and I will not be
entitled to the Consideration.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    My Right
to Rescind this Release.  I understand that
I may rescind this Release at any time within 15 days after I sign it, not
counting the day upon which I sign it.  This Release will not become
effective or enforceable unless and until the 15-day rescission period has
expired without my rescinding it.

    


    Procedure
for Accepting or Rescinding the Release.  To accept the terms
of this Release, I must deliver the Release, after I have signed and dated it,
to PLATO by hand or by mail within the 21-day period that I have to consider
this Release.  To rescind my acceptance, I must deliver a written,
signed statement that I rescind my acceptance to PLATO by hand or by mail within
the 15-day rescission period.  All deliveries must be made to PLATO at
the following address:

    


    PLATO
Learning, Inc.

    Attn:
Chairman of the Board of Directors

    10801
Nesbitt Avenue South

    Bloomington,
MN 55437-3109

    


    If I
choose to deliver my acceptance or the rescission of my acceptance by mail, it
must be:

    


    
      
        	
                
                

              	
                (1)

              	
                postmarked
      within the period stated
above;

              


      

    

    


    
      
        	
                
                

              	
                (2)

              	
                properly
      addressed to PLATO at the address stated above;
  and

              


      

    

    


    
      
        	
              	
                (3)

              	
                sent
      by certified mail, return receipt
requested.

              


      

    

    


    Interpretation
of the Release.  This Release should be interpreted as broadly
as possible to achieve my intention to resolve all of My Claims against the
Company.  If this Release is held by a court to be inadequate to
release a particular claim encompassed within My Claims, this Release will
remain in full force and effect with respect to all the rest of My
Claims.

    


    My
Representations.  I am in compliance with all my obligations
under the Employment Agreement, including, but not limited to, my obligation to
return to the Company all of its property.

    


    I am
legally able and entitled to receive the Consideration.  I have not
been involved in any personal bankruptcy or other insolvency proceedings at any
time since I began my employment with PLATO.  No orders requiring that
money owed to me by PLATO be paid to any other person are now in
effect.

    


    I have
read this Release carefully.  I understand all of its
terms.  In signing this Release, I have not relied on any statements
or explanations made by the Company except as specifically set forth in the
Employment Agreement.  I am voluntarily releasing My Claims against
the Company.  I intend this Release to be legally
binding.

    


    *[Signature
page follows]*


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Dated:  January
      2, 2009

                	
                  /s/ Michael Morache

                
	 
      	
                  Michael
      Morache

                


        

      

    

    


     

    


     

    


     

    
      
        
          
            	
                    Dated:
      January 6, 2009

                  	
                    PLATO
      LEARNING, INC.

                  
	 
      	 
      
	 
      	
                    By:
      /s/David
      Smith

                  
	 
      	
                    Its:
      Chairman of the
      Board

                  


          

        

      

    

     

     

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