exv10w1






Exhibit 10.1




VOTING AGREEMENT




     This Voting Agreement (the “Agreement”) is made and entered into as of March 25, 2010,
by and among Project Porsche Holdings Corporation, a Delaware corporation (“Parent”), and
the undersigned stockholder (“Holder”) of Plato Learning, Inc., a Delaware corporation (the
“Company”).



RECITALS




     Pursuant to an Agreement and Plan of Merger, dated as of the date hereof (the “Merger
Agreement”), by and among Parent, Project Porsche Merger Corp., a Delaware corporation and
wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, Merger Sub is merging
with and into the Company (the “Merger”) and the Company, as the surviving corporation of
the Merger, will thereby become a wholly-owned subsidiary of Parent. Concurrently with the
execution and delivery of the Merger Agreement and as a condition and inducement to Parent and
Merger Sub to enter into the Merger Agreement, Parent has required that Holder enter into this
Agreement. Holder is the beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act)
of such number of shares of the outstanding Common Stock, par value $0.01 per share, of the Company
as is indicated beneath Holder’s signature on the last page of this Agreement (the
“Shares”). Capitalized terms used herein but not defined shall have the meanings ascribed
to them in the Merger Agreement.



AGREEMENT




     The parties agree as follows:



     1. Agreement to Retain Shares.



          (a) Transfer. During the period beginning on the date hereof and ending on the
earlier to occur of (i) the Effective Time and (ii) the Expiration Date (as defined in Section 4
below), (1) except as contemplated by the Merger Agreement, and except as provided in Section 1(b)
below, Holder agrees not to, directly or indirectly, sell, transfer, exchange or otherwise dispose
of (including by merger, consolidation or otherwise by operation of law) the Shares or any New
Shares (as defined below), and (2) Holder agrees not to, directly or indirectly, grant any proxies
or powers of attorney, deposit any of such Holder’s Shares into a voting trust or enter into a
voting agreement with respect to any of such Holder’s Shares, or enter into any agreement or
arrangement providing for any of the actions described in this clause (2).




          (b) Permitted Transfers. Section 1(a) shall not prohibit a transfer of Shares or New
Shares (as defined below) by Holder to (i) any family member or trust for the benefit of any family
member of (ii) any stockholder, member or partner of any Holder which is an entity, so long as the
assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers
to the parties hereto a written consent memorializing such agreement.




          (c) New Shares. Holder agrees that any shares of Company Common Stock that Holder
purchases or with respect to which Holder otherwise acquires record or beneficial ownership after
the date of this Agreement and prior to the earlier to occur of (i) the Effective
















 







Time and (ii) the Expiration Date (“New Shares”) shall be subject to the terms and
conditions of this Agreement to the same extent as if they constituted Shares.




     2. Agreement to Vote Shares.



          (a) Until the earlier to occur of the Effective Time and the Expiration Date, at every meeting
of the stockholders of the Company called with respect to any of the following, and at every
adjournment thereof, and on every action or approval by written consent of the stockholders of the
Company with respect to any of the following, Holder shall appear at such meeting (in person or by
proxy) and shall vote or consent the Shares and any New Shares (i) in favor of adoption of the
Merger Agreement and the approval of the transactions contemplated thereby and (ii) against any
Third Party Acquisition Proposal (the “Covered Proposals”). This Agreement is intended to
bind Holder as a stockholder of the Company only with respect to the Covered Proposals. Except as
expressly set forth in clauses (i) and (ii) of this Section 2, Holder shall not be restricted from
voting in favor of, against or abstaining with respect to any other matter presented to the
stockholders of the Company. Until the earlier to occur of the Effective Time and the Expiration
Date, Holder covenants and agrees not to enter into any agreement or understanding with any person
with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this
Agreement.




          (b) Holder further agrees that, until the earlier to occur of the Effective Time and the
Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A)
solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule
14A under the Exchange Act) in opposition to any Covered Proposal, (B) initiate a stockholders’
vote with respect to an Third Party Acquisition Proposal or (C) become a member of a “group” (as
such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of
the Company with respect to an Third Party Acquisition Proposal.




          (c) Subject to the provisions set forth in Section 5 hereof, and as security for Holder’s
obligations under Section 2(a), Holder hereby irrevocably constitutes and appoints Parent and its
or his designees as his attorney and proxy in accordance with the General Corporation Law of the
State of Delaware, with full power of substitution and resubstitution, to cause the Shares to be
counted as present at the Stockholders’ Meeting, to vote his Shares at the Stockholders’ Meeting,
however called, and to execute consents in respect of his Shares with respect to the Covered
Proposals. SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, THIS PROXY AND POWER OF
ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder
hereby revokes any and all prior proxies or powers of attorney given by Holder with respect to
voting of the Shares on the Covered Proposals and agrees not to grant any subsequent proxies or
powers of attorney with respect to the voting of the Shares on any Covered Proposal until after the
Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger
Agreement in reliance upon the Holder’s execution and delivery of this Agreement and Holder’s
granting of the proxy contained in this Section 2(c). Holder hereby affirms that the proxy granted
in this Section 2(c) is given in connection with the execution of the Merger Agreement, and that
such proxy is given to secure the performance of the duties of Holder under this Agreement.







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     3. Representations, Warranties and Covenants of Holder. Holder hereby represents,
warrants and covenants to Parent that Holder (i) is the beneficial owner of the Shares, which, at
the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time
and (B) the Expiration Date, will be free and clear of any liens, claims, options, charges or other
encumbrances (other than those created by this Agreement) and (ii) as of the date hereof does not
own of record or beneficially any shares of capital stock of the Company other than the Shares
(excluding shares as to which Holder currently disclaims beneficial ownership in accordance with
applicable law). Holder has the legal capacity, power and authority to enter into and perform all
of Holder’s obligations under this Agreement (including under the proxy granted in Section 2(c)
above). This Agreement (including the proxy granted in Section 2(c) above) has been duly and
validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder,
enforceable against Holder in accordance with its terms, subject to (a) laws of general application
relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing
specific performance, injunctive relief and other equitable remedies.



     4. Termination. This Agreement and the proxy delivered in connection herewith shall
terminate and shall have no further force and effect as of the earliest to occur of (i) the date of
termination of the Merger Agreement in accordance with the terms and provisions thereof, (ii) the
date that Parent notifies the Company that it is not willing or not able to proceed with the Merger
on substantially the terms set forth in the Merger Agreement, including by advising the Company
that it is unwilling to proceed with the Merger unless the Merger Consideration is reduced, (iii)
the date following the date of the Stockholders’ Meeting, including any adjournment or postponement
thereof and (iv) the Outside Termination Date (the earliest of such dates, the “Expiration
Date”).



     5. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (i)
Holder makes no agreement or understanding herein in any capacity other than in Holder’s capacity
as a beneficial owner of the Shares, (ii) nothing in this Agreement shall be construed to limit or
affect the Holder’s rights and obligations as a director, officer, or other fiduciary of the
Company, and (iii) Holder shall have no liability to Parent, Merger Sub or any of their Affiliates
under this Agreement as a result of any action or inaction by Holder acting in his capacity as a
director, officer, or other fiduciary of the Company.




	6.	 	Miscellaneous.





          (a) Amendments and Waivers. Any term of this Agreement may be amended or waived with
the written consent of the parties or their respective successors and assigns. Any amendment or
waiver effected in accordance with this Section 6(a) shall be binding upon the parties and their
respective successors and assigns.




          (b) Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to principles of conflicts
of law thereof. Each of the parties hereto (i) consents to submit to the personal jurisdiction of
any federal court located in the State of Delaware or any Delaware state court in the event any
dispute arises out of this Agreement, (ii) agrees that it shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such






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court and (iii) agrees that it shall not bring any action relating to this Agreement in any
court other than a federal or state court sitting in the State of Delaware.




          (c) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.




          (d) Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.




          (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight
delivery service or confirmed facsimile, or 72 hours after being deposited in the regular mail as
certified or registered mail with postage prepaid, if such notice is addressed to the party to be
notified at such party’s address or facsimile number as set forth below, or as subsequently
modified by written notice.




          (f) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith,
in order to maintain the economic position enjoyed by each party as close as possible to that under
the provision rendered unenforceable. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded
from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its
terms.




          (g) Specific Performance. Each of the parties hereto recognizes and acknowledges that
a breach of any covenants or agreements contained in this Agreement will cause Parent and Merger
Sub to sustain damages for which they would not have an adequate remedy at law for money damages,
and therefore each of the parties hereto agrees that in the event of any such breach Parent shall
be entitled to the remedy of specific performance of such covenants and agreements and injunctive
and other equitable relief in addition to any other remedy to which they may be entitled, at law or
in equity.




[SIGNATURE PAGE FOLLOWS]




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     The parties have caused this Agreement to be duly executed on the date first above written.



	 	 	 	 	 	 	 
	 	 	Project Porsche Holdings Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 	 	Address:	 	 
	 	 	Thoma Bravo, LLC	 	 
	 	 	600 Montgomery Street, 32nd Floor	 	 
	 	 	San Francisco, CA 94111	 	 
	 	 	Telephone: (415) 263-3660	 	 
	 	 	Facsimile: (415) 392-6480	 	 
	 	 	Attention: Scott Crabill	 	 
	 	 	                   Holden Spaht	 	 




[SIGNATURE PAGE TO VOTING AGREEMENT]




 









 








	 	 	 	 	 	 	 
	 	 	“HOLDER”	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[NAME]	 	 
	 
	 	 	 	 	 	 
	 	 	Holder’s Address for Notice:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Facsimile:	 	 	 	 
	 

	 	Attention:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Shares owned of record: Beneficially owned shares:




	 	 	 	 	 	 	 
	Class of Shares
	 	Number
	 	Class of Shares
	 	Number
	 
	 	 
	 	 
	 	 





[SIGNATURE PAGE TO VOTING AGREEMENT]






 









 








SPOUSAL CONSENT




The undersigned represents that the undersigned is the spouse of:



 





Name of Holder


and that the undersigned is familiar with the terms of the Voting Agreement (the
“Agreement”), entered into as of March 25, 2010], by and among Project Porsche Holdings
Corporation, a Delaware corporation, and the undersigned’s spouse. The undersigned hereby agrees
that the interest of the undersigned’s spouse in all property which is the subject of such
Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment,
modification, waiver or termination signed by the undersigned’s spouse. The undersigned further
agrees that the undersigned’s community property interest in all property which is the subject of
such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement
shall be binding on the executors, administrators, heirs and assigns of the undersigned. The
undersigned further authorizes the undersigned’s spouse to amend, modify or terminate such
Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or
termination signed by the undersigned’s spouse shall be binding on the community property interest
of undersigned in all property which is the subject of such Agreement and on the executors,
administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had
signed such amendment, modification, waiver or termination.




	 	 	 	 	 
	Dated: March 25, 2010

	 	 

Name: