Exhibit 10.1
    

    
      AGREEMENT
    

    
                This Agreement, dated as of February 5, 2009, is by and among
      PLATO Learning, Inc., a Delaware corporation (the “Company”), and Steven
      R. Becker, an individual resident of Texas (“Becker”), BC Advisors, LLC,
      a Texas limited liability company (“BCA”), SRB Management, L.P., a Texas
      limited partnership (“SRB”) and Matthew A. Drapkin, an individual
      resident of New York (“Becker Director II”). Becker, BCA and SRB are
      collectively referred to as the “Becker Group.”
    

    
                WHEREAS, each of Becker and Becker Director II has submitted a
      letter consenting to serve as a director of the Company; and
    

    
                WHEREAS, the Company and the Becker Group have determined that
      the interests of the Company and its stockholders would be best served
      by adding Becker and Becker Director II to the Company’s Board of
      Directors on the terms and conditions set forth in this Agreement.
    

    
                NOW, THEREFORE, in consideration of the foregoing premises and
      the respective representations, warranties, covenants, agreements and
      conditions hereinafter set forth, and, intending to be legally bound
      hereby, the parties hereby agree as follows:
    

    
      1.        Representations and
      Warranties of the Company. The Company represents and warrants as
      follows:
    

    
      (a)       The Company has the corporate power and authority to execute,
      deliver and carry out the terms and provisions of this Agreement and to
      consummate the transactions contemplated hereby.
    

    
      (b)       This Agreement has been duly and validly authorized, executed
      and delivered by the Company, constitutes a valid and binding obligation
      and agreement of the Company, and is enforceable against the Company in
      accordance with its terms, except as enforcement thereof may be limited
      by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance or similar laws affecting the rights of creditors
      and subject to general equity principles.
    

    
      (c)       The execution, delivery and performance of this Agreement by
      the Company does not and will not (i) violate or conflict with any law,
      rule, regulation, order, judgment or decree applicable to it, or
      (ii) result in any breach or violation of or constitute a default (or an
      event which with notice or lapse of time or both could become a default)
      under or pursuant to, or result in the loss of a material benefit under,
      or give any right of termination, amendment, acceleration or
      cancellation of, any organizational document, agreement, contract,
      commitment, understanding or arrangement to which the Company is a party
      or by which it is bound.
    

    
      2.        Representations and
      Warranties of the Becker Group and Becker Director II. BCA, SRB and
      Becker Director II severally, and not jointly, represent and warrant
      with respect to himself or itself, and Becker represents and warrants as
      to each member of the Becker Group, as follows:
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (a)       Such party, if Becker or Becker Director II, has the power and
      authority to execute, deliver and carry out the terms and provisions of
      this Agreement and to consummate the transactions contemplated hereby.
      Such party, if an entity, has the limited partnership or limited
      liability company power and authority, as applicable, to execute,
      deliver and carry out the terms and provisions of this Agreement and to
      consummate the transactions contemplated hereby.
    

    
      (b)       This Agreement has been duly and validly authorized, executed,
      and delivered by such member of the Becker Group or Becker Director II,
      as the case may be, constitutes a valid and binding obligation and
      agreement of such party, and is enforceable against such party in
      accordance with its terms, except as enforcement thereof may be limited
      by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance or similar laws affecting the rights of creditors
      and subject to general equity principles.
    

    
      (c)       Such party, if a member of the Becker Group, is the
      “beneficial owner” of a number of shares of Common Stock consisting of
      the 2,550,823 shares set forth on the cover page relating to such member
      in the Schedule 13D filed by the members of the Becker Group with the
      Securities and Exchange Commission (the “SEC”) on January 16, 2009 (the
      “Schedule 13D”), plus the number of shares of Common Stock reported on
      the Form 4s filed with the SEC by Becker following January 16, 2009 and
      on or prior to the date of this Agreement. Except for those Affiliates
      and Associates of such member with respect to whom a cover page is
      included in the Schedule 13D, no other Affiliate or Associate of such
      member beneficially owns any shares of Common Stock. Becker Director II
      does not beneficially own any shares of Common Stock. Becker Director II
      and the Becker Group each disclaim beneficial ownership of the common
      stock owned or controlled by the other, and assert that their entry into
      this Agreement is a separate agreement of each of them with the Company.
    

    
      (d)       The execution, delivery and performance of this Agreement by
      Becker Director II and each member of the Becker Group does not and will
      not (i) violate or conflict with any law, rule, regulation, order,
      judgment or decree applicable to him or it, or (ii) result in any breach
      or violation of or constitute a default (or an event which with notice
      or lapse of time or both could become a default) under or pursuant to,
      or result in the loss of a material benefit under, or give any right of
      termination, amendment, acceleration or cancellation of, any
      organizational document, agreement, contract, commitment, understanding
      or arrangement to which he or it is a party or by which he or it is
      bound.
    

    
      3.        Definitions.
      For purposes of this Agreement:
    

    
      (a)       The terms “Affiliate” and “Associate” have the respective
      meanings set forth in Rule 12b-2 promulgated by the SEC under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”); the
      terms “beneficial owner” and “beneficial ownership” shall have the
      respective meanings as set forth in Rule 13d-3 promulgated by the SEC
      under the Exchange Act; and the terms “person” or “persons” shall mean
      any individual, corporation (including not-for-profit), general or
      limited partnership, limited liability company, joint venture, estate,
      trust, association, organization or other entity of any kind or nature.
    

    

    

    
      
        

        

      

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

    
      (c)       “Common Stock” means the Common Stock of the Company, $0.01
      par value.
    

    
      (d)       The “Standstill Period” means
    

    
      (i)       as to the Becker Group, the period from the date of this
      Agreement until the earlier of:
    

    
      (A)       the date that is three months after the date on which Becker
      ceases to be a member of the Board, provided that the Standstill Period
      shall not end pursuant to this clause (A) prior to the date that is 70
      days prior to the Company’s 2010 Annual Meeting of Stockholders; and
    

    
      (B)       such date, if any, as the Company has materially breached any
      of its commitments or obligations set forth in Sections 4(a) and 4(b) of
      this Agreement; and
    

    
      (ii)      as to Becker Director II, the period from the date of this
      Agreement until the earlier of:
    

    
      (A)       the date that is three months after the date on which Becker
      Director II ceases to be a member of the Board, provided that the
      Standstill Period shall not end pursuant to this clause (A) prior to the
      date that is 70 days prior to the Company’s 2010 Annual Meeting of
      Stockholders; and
    

    
      (B)       such date, if any, as the Company has materially breached any
      of its commitments or obligations set forth in Sections 4(a) and 4(b) of
      this Agreement.
    

    
      4.        Election of Becker
      Directors; Related Matters.
    

    
      (a)       Within five business days following the execution and delivery
      of this Agreement by the parties hereto:
    

    
      (i)       In accordance with the Company’s amended certificate of
      incorporation and amended and restated bylaws, the Board shall adopt a
      resolution increasing the size of the Board by two directors, to a total
      of nine directors, effective as of March 18, 2009;
    

    
      (ii)      In accordance with the Company’s amended certificate of
      incorporation and amended and restated bylaws, the Board shall elect
      Becker and Becker Director II as directors of the Company, effective as
      of March 18, 2009, to serve in Class I and Class II of the Board,
      respectively; and
    

    
      (iii)     The Board shall adopt a resolution increasing the size of its
      Nominating and Governance Committee by one member, to a total of five
      members, effective as of March 18, 2009, and appointing Becker to serve
      as a member of the Nominating and Governance Committee, effective as of
      March 18, 2009.
    

    

    

    
      
        

        

      

      
        
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      (b)       The Board shall nominate the current members of Class I of the
      Board (including Becker who will become a Class I director on March 18,
      2009) for election as Class I directors at the 2009 Annual Meeting of
      Stockholders.
    

    
      (c)       The members of the Becker Group who filed the Schedule 13D
      shall promptly file an amendment to the Schedule 13D reporting the entry
      into this agreement, amending applicable items to conform to its
      obligations hereunder and appending or incorporating by reference this
      Agreement as an exhibit thereto. Such members of the Becker Group shall
      provide to the Company a reasonable opportunity to review and comment on
      such amendment in advance of filing, and shall consider in good faith
      the reasonable comments of the Company.
    

    
      (d)       Becker Director II and the members of the Becker Group shall
      cause all shares of Common Stock beneficially owned by them and their
      Affiliates to be present for quorum purposes and to be voted, and shall
      cause all shares of Common Stock held by their respective Associates to
      be present for quorum purposes and to be voted, in favor of all
      directors nominated by the Board for election at the Company’s 2009
      Annual Meeting of Stockholders.
    

    
      5.        Standstill.
    

    
                Each of the members of the Becker Group and Becker Director II
      agrees that, during the Standstill Period, he or it will not, and he or
      it will cause each of such person’s Affiliates or agents or other
      persons acting on his or its behalf not to, and will use commercially
      reasonable efforts to cause his or its respective Associates not to:
    

    
      (a)       submit any stockholder proposal (pursuant to Rule 14a-8
      promulgated by the SEC under the Exchange Act or otherwise) or any
      notice of nomination or other business for consideration, and will not
      nominate any candidate for election to the Board or oppose the directors
      nominated by the Board.
    

    
      (b)       form, join in or in any other way participate in a
      “partnership, limited partnership, syndicate or other group” within the
      meaning of Section 13(d)(3) of the Exchange Act with respect to the
      Common Stock or deposit any shares of Common Stock in a voting trust or
      similar arrangement or subject any shares of Common Stock to any voting
      agreement or pooling arrangement, other than solely with other members
      of the Becker Group or one or more Affiliates of a member of the Becker
      Group with respect to the Common Stock currently owned as set forth in
      Section 2(c) of this Agreement or to the extent such a group may be
      deemed to result with the Company or any of its Affiliates as a result
      of this Agreement;
    

    
      (c)       solicit proxies or written consents of stockholders, or
      otherwise conduct any nonbinding referendum with respect to Common
      Stock, or make, or in any way participate in, any “solicitation” of any
      “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under
      the Exchange Act to vote, or advise, encourage or influence any person
      with respect to voting, any shares of Common Stock with respect to any
      matter, or become a “participant” in any contested “solicitation” for
      the election of directors with respect to the Company (as such terms are
      defined or used under the Exchange Act), other than a “solicitation” or
      acting as a “participant” in support of all of the nominees of the Board
      (including Becker) at the 2009 Annual Meeting of Stockholders and each
      subsequent annual meeting of stockholders with respect to which the
      Board has nominated Becker or Becker Director II;
    

    

    

    
      
        

        

      

      
        
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      (d)       seek, in any capacity other than as a member of the Board, to
      call, or to request the call of, a special meeting of the stockholders
      of the Company, or seek to make, or make, a stockholder proposal at any
      meeting of the stockholders of the Company or make a request for a list
      of the Company’s stockholders (or otherwise induce or encourage any
      other person to initiate such proposal or request) or otherwise acting
      alone, or in concert with others, seek to control or influence the
      governance or policies of the Company;
    

    
      (e)       effect or seek to effect, in any capacity other than as a
      member of the Board (including, without limitation, by entering into any
      discussions, negotiations, agreements or understandings with any third
      person), offer or propose (whether publicly or otherwise) to effect, or
      cause or participate in, or in any way assist or facilitate any other
      person to effect or seek, offer or propose (whether publicly or
      otherwise) to effect or participate in (i) any acquisition of any
      material assets or businesses, of the Company or any of its
      subsidiaries, (ii) any tender offer or exchange offer, merger,
      acquisition or other business combination involving the Company or any
      of its subsidiaries, or (iii) any recapitalization, restructuring,
      liquidation, dissolution or other extraordinary transaction with respect
      to the Company or any of its subsidiaries;
    

    
      (f)       publicly disclose, or cause or facilitate the public
      disclosure (including without limitation the filing of any document or
      report with the SEC or any other governmental agency or any disclosure
      to any journalist, member of the media or securities analyst) of any
      intent, purpose, plan or proposal to obtain any waiver, or consent
      under, or any amendment of, any of the provisions of Section 4(d) or
      this Section 5, or otherwise seek (in any manner that would require
      public disclosure by any of the members of the Becker Group or their
      Affiliates or Associates) to obtain any waiver, consent under, or any
      amendment of, any provision of this Agreement;
    

    
      (g)       publicly disparage any member of the Board or management of
      the Company;
    

    
      (h)       enter into any arrangements, understandings or agreements
      (whether written or oral) with, or advise, finance, assist or encourage,
      any other person that engages, or offers or proposes to engage, in any
      of the foregoing; or
    

    
      (i)       take or cause or induce others to take any action inconsistent
      with any of the foregoing.
    

    
                It is understood and agreed that this Agreement shall not be
      deemed to prohibit Becker or Becker Director II from engaging in any
      lawful act in his capacity as a director of the Company. It is
      understood and agreed that the Becker Group shall not be responsible for
      any breach by Becker Director II, and that Becker Director II shall not
      be responsible for any breach by the Becker Group, of any term of this
      Agreement.
    

    

    

    
      
        

        

      

      
        
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      6.        Code of Business
      Conduct and Ethics. Each of Becker and Becker Director II has
      reviewed the Company’s Code of Business Conduct and Ethics and agrees to
      abide by the provisions thereof during his service as a director of the
      Company. The members of the Becker Group and Becker Director II
      acknowledge that they are aware that the United States securities law
      prohibit any person who has material non-public information about a
      company from purchasing or selling such securities of such company, or
      from communicating such information to any other person under
      circumstances in which it is reasonably foreseeable that such person is
      likely to purchase or sell such securities.
    

    
      7.        Questionnaires.
      Each of Becker and Becker Director II has accurately completed the form
      of questionnaire provided by the Company for its use in connection with
      the preparation of the Company’s proxy statement.
    

    
      8.        Compensation.
      Each of Becker and Becker Director II shall be compensated for his
      service as a director and shall be reimbursed for his expenses on the
      same basis as all other non-employee directors of the Company are
      compensated and shall be eligible to be granted equity-based
      compensation on the same basis as all other non-employee directors of
      the Company.
    

    
      9.        Indemnification and
      Insurance. Each of Becker and Becker Director II is entitled to the
      same rights of indemnification as the other directors of the Company as
      such rights may exist from time to time. The Company shall, promptly
      after their election, take such action, if any, as may be necessary to
      add Becker and Becker Director II to the Company’s directors and
      officers’ liability insurance policy as an Insured Person.
    

    
      10.       Non-Disparagement.
      During the Standstill Period, the Company shall not publicly disparage
      any member of the Becker Group, Becker Director II, or any member of the
      management of the Becker Group.
    

    
      11.       Specific Performance.
      Each party hereto acknowledges and agrees, on behalf of itself and its
      Affiliates, that irreparable harm would occur in the event any of the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. It is accordingly agreed that
      the parties will be entitled to specific relief hereunder, including,
      without limitation, an injunction or injunctions to prevent and enjoin
      breaches of the provisions of this Agreement and to enforce specifically
      the terms and provisions hereof in any state or federal court in the
      State of Delaware, in addition to any other remedy to which they may be
      entitled at law or in equity. Any requirements for the securing or
      posting of any bond with such remedy are hereby waived.
    

    
      12.       Jurisdiction. Each
      party hereto agrees, on behalf of itself and its Affiliates, that any
      actions, suits or proceedings arising out of or relating to this
      Agreement or the transactions contemplated hereby will be brought solely
      and exclusively in any state or federal court in the State of Delaware
      (and the parties agree not to commence any action, suit or proceeding
      relating thereto except in such courts), and further agrees that service
      of any process, summons, notice or document by U.S. registered mail to
      the respective addresses set forth in Section 16 of this Agreement will
      be effective service of process for any such action, suit or proceeding
      brought against any party in any such court. Each party, on behalf of
      itself and its Affiliates, irrevocably and unconditionally waives any
      objection to the laying of venue of any action, suit or proceeding
      arising out of this Agreement or the transactions contemplated hereby,
      in the state or federal courts in the State of Delaware, and hereby
      further irrevocably and unconditionally waives and agrees not to plead
      or claim in any such court that any such action, suit or proceeding
      brought in any such court has been brought in an improper or
      inconvenient forum.
    

    

    

    
      
        

        

      

      
        
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      13.       Applicable Law. This
      agreement shall be governed in all respects, including validity,
      interpretation and effect, by the laws of the State of Delaware
      applicable to contracts executed and to be performed wholly within such
      state, without giving effect to the choice of law principles of such
      state.
    

    
      14.       Counterparts. This
      Agreement may be executed in two or more counterparts which together
      shall constitute a single agreement.
    

    
      15.       Entire Agreement;
      Amendment and Waiver; Successors and Assigns. This Agreement
      contains the entire understanding of the parties hereto with respect to,
      and supersedes all prior agreements relating to, its subject matter.
      There are no restrictions, agreements, promises, representations,
      warranties, covenants or undertakings between the parties other than
      those expressly set forth herein. This Agreement may be amended only by
      a written instrument duly executed by the parties hereto or their
      respective successors or assigns. No failure on the part of any party to
      exercise, and no delay in exercising, any right, power or remedy
      hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise of such right, power or remedy by such party preclude
      any other or further exercise thereof or the exercise of any other
      right, power or remedy. All remedies hereunder are cumulative and are
      not exclusive of any other remedies provided by law. The terms and
      conditions of this Agreement shall be binding upon, inure to the benefit
      of, and be enforceable by the parties hereto and their respective
      successors, heirs, executors, legal representatives, and assigns.
    

    
      16.       Notices. All
      notices, consents, requests, instructions, approvals and other
      communications provided for herein and all legal process in regard
      hereto shall be in writing and shall be deemed validly given, made or
      served, if (a) given by telecopy, when such telecopy is transmitted to
      the telecopy number set forth below, or to such other telecopy number as
      is provided by a party to this Agreement to the other party pursuant to
      notice given in accordance with the provisions of this Section, and the
      appropriate confirmation is received or (b) if given by any other means,
      when actually received during normal business hours at the address
      specified in this Section, or at such other address as is provided by a
      party to this Agreement to the other party pursuant to notice given in
      accordance with the provisions of this Section:
    

    
      if to the Company:
    

    
      PLATO Learning, Inc.
10801 Nesbitt Avenue South
    

    

    

    
      
        

        

      

      
        
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      Bloomington, MN 55437
Facsimile: (952) 832-1210
Attention: Chief
      Executive Officer
    

    
      with a copy to:
    

    
      Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh
      Street
Minneapolis, MN 55402-3901
Facsimile: 612-766-1600
Attention:
      W. Morgan Burns
    

    
      if to the Becker Group or any member thereof:
    

    
      Steven R. Becker
300 Crescent Court
Suite 1111
Dallas TX
      75201
Facsimile: 214-756-6079
    

    
      if to Becker Director II:
    

    
      Matthew A. Drapkin
540 Madison Avenue
18th Floor
New York, NY
      10022
Facsimile: 212-829-3540
    

    
      17.       No Third-Party
      Beneficiaries. Nothing in this Agreement is intended to confer on
      any person other than the parties hereto or their respective successors
      and assigns, any rights, remedies, obligations or liabilities under or
      by reason of this Agreement.
    

    
      fb.us.3596215.09
    

    

    

    
      
        

        

      

      
        
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                IN WITNESS WHEREOF, this Agreement has been duly executed and
      delivered by the duly authorized signatories of the parties as of the
      date first written above.
    

    

    

    

    

    
    	
           
        	
          PLATO LEARNING, INC.
        	

        
	

        	

        	
           
        	

        	

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	
          By:
        	
           
        	
           
        	
           
        	

        
	

        	

        	
          Vincent P. Riera
        	

        
	

        	

        	
          Chief Executive Officer
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	
          BC ADVISORS, LLC
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	

        	
          By:
        	
           
        	
           
        	
           
        	

        
	

        	

        	
          Steven R. Becker, Member
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	
          SRB MANAGEMENT, L.P.
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	
          By:
        	
          BC Advisors, LLC, its general partner
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          By:
        	
           
        	

        
	

        	

        	

        	

        	
          Steven R. Becker, Member
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	
           
        	
           
        	
           
        	
           
        	

        
	

        	
          STEVEN R. BECKER
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	

        	
           
        	
           
        	
           
        	
           
        	

        
	

        	
          MATTHEW A. DRAPKIN