**Exhibit 10.1**RESTRICTED STOCK AGREEMENT     This Restricted Stock Agreement (this “Agreement”), entered into as of July 20, 2005, isbetween Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and Mary T. Minch (the“Participant”).W I T N E S S E T H:     WHEREAS, the Board of Directors of the Company has established the 1997 Stock Incentive Plan(the “Plan”) for employees and non-employee directors of the Company and its affiliates; and     WHEREAS, the Company anticipates that the Plan will promote the best interests of the Companyand its shareholders (i) by providing participants with an opportunity to acquire a proprietaryinterest in the Company thereby providing them with a stronger incentive to strive for thecontinued success and growth of the Company, and (ii) by aiding the Company to attract and retainkey personnel and non-employee directors; and     WHEREAS, the Company has granted to the Participant the right to participate in the Plan inthe manner and subject to the terms provided in this Agreement and the Plan.     NOW, THEREFORE, in consideration of the benefits that the Company expects to be derived inconnection with the services to be hereafter rendered to it or its affiliates by the Participant,the Company and the Participant hereby agree as follows:     1. Provisions of Plan Control. This Agreement shall be governed by the provisions ofthe Plan, the terms and conditions of which are incorporated herein by reference. The Planempowers the Compensation Committee to make and amend interpretations, rules and regulationsthereunder, and, in general, provides that determinations of such Committee with respect to thePlan shall be binding upon the Participant. Unless otherwise provided herein, all capitalizedwords in this Agreement shall have the meaning ascribed to them in the Plan. A copy of the Planwill be delivered to the Participant upon reasonable request.     2. Award; Number of Shares; Award Price. The Participant is hereby awarded thenumber of shares of Restricted Stock set forth on the Appendix or Appendices hereto pursuant to theterms and conditions set forth in this Agreement (the “Award”).     3. Vesting. The Award shall vest in accordance with the schedule set forth on theAppendix or Appendices hereto. Once vested, all rights of actual and beneficial ownership areconferred to the Participant. The Participant shall be entitled to voting rights with respect tothe shares of Restricted Stock granted hereby and shall be entitled to receive any dividends thatbecome payable with respect to such shares of Restricted Stock.     4. Termination of Employment. If the Participant’s employment with the Companyterminates for any reason other than death, then all unvested Restricted Stock held by theParticipant shall be forfeited to the Company unless otherwise noted on the Appendix or Appendiceshereto. If the Participant’s employment with the Company terminates due to death, any unvestedRestricted Stock held by the Participant that would have vested in the calendar year shallimmediately vest, all restrictions applicable to any such Restricted Stock shall immediately lapseand such Restricted Stock shall be distributed in accordance with Section 12(c) of the Plan.     5. Prohibitions Against Transfer. An Award, and the rights and privileges conferredhereby, may not be transferred, assigned, pledged or hypothecated in any way (whether by operationof law or otherwise) by the Participant, or be subject to execution, attachment or similar process,until vested, except as provided in Section 12(c) of the Plan and the Appendix or Appendiceshereto.     6. Notices. Any notice to be given to the Company under the terms of this Agreementshall be given in writing to the Company in care of its Secretary at 2911 Peach Street, WisconsinRapids, Wisconsin 54495-8036. Any notice to be given to the Participant may be addressed to theParticipant at the address as it appears on the payroll records of the Company or any affiliatethereof. Any such notice shall be deemed to have been duly given if and when actually received bythe party to whom it is addressed, as evidenced by a written receipt to that effect.
 

 
     7. Taxes. The Company may require payment or reimbursement of, or may withhold, anytax that it believes is required to be paid by the Participant under applicable federal, state,local or other law, regulation or ruling as a result of the grant or vesting of an Award, or anypayments in connection with an Award, and the Company may defer making delivery of any shares ofCommon Stock in respect of any Award until arrangements satisfactory to the Company have been madewith respect to any such payment, reimbursement or withholding obligations.     IN WITNESS WHEREOF, the Company has caused these presents to be executed as of the date andyear first above written, which is the date of the granting of the Award evidenced hereby.      RENAISSANCE LEARNING, INC.