exv10w1






Exhibit 10.1




STUDY ISLAND HOLDINGS, LLC




2007 EQUITY COMPENSATION PLAN





	1.	 	Purpose. The purpose of the Study Island Holdings, LLC 2007 Equity Compensation Plan
(the “Plan”) is to provide Eligible Participants (as defined below) with respect to
Study Island Holdings, LLC (the “Company”) with an opportunity to receive grants of
equity interests of the Company designated as Class B Shares and Class C Shares (collectively,
the “Participation Shares”) subject to the terms and provisions of the Amended and
Restated Limited Liability Company Agreement of the Company, dated January 10, 2007 (the
“LLC Agreement”). The offer and sale of Participation Shares pursuant to the Plan is
intended to compensate employees of or consultants to the Company and its subsidiaries, and
such sale is not intended to raise capital for the Company. The offering and sale of
Participation Shares to the Eligible Participants (as defined below) hereunder is intended to
be exempt from registration under the Securities Act of 1933, as amended from time to time
(the “Securities Act”), by virtue of Section 4(2) of the Securities Act, and/or
Regulation D and/or Rule 701 promulgated thereunder. The Company is not under any obligation
to register any Participation Shares issued pursuant to this Plan on behalf of any of the
Eligible Participants or to assist any of the Eligible Participants in complying with any
exemption from registration.






	2.	 	Administration. Subject to the LLC Agreement, the Board of Managers of the Company
(the “Board”) (or such other body as the Board may designate) shall supervise and
administer the Plan and shall have full power to select Eligible Participants and determine
the amount of Participation Shares which may be granted to such Eligible Participants pursuant
to the Plan (an “Award”), to adopt, amend and rescind any rules and procedures deemed
desirable and appropriate for the administration of the Plan, to construe and interpret the
Plan, to make all other determinations necessary or advisable for the administration of the
Plan, to provide for any omission in the Plan, to resolve any ambiguity or conflict under the
Plan or any Award, to accelerate vesting of or otherwise waive any requirements applicable to
any Award, and to establish terms or conditions applicable to any Award, including the form
and substance of any agreement or other instrument evidencing an Award. The Board may, at any
time and in its sole discretion, modify, amend or terminate the Plan; provided,
however, that no such modification, amendment or termination (i) shall be inconsistent
with any provision of the LLC Agreement or (ii) shall adversely affect the rights and
obligations of any Eligible Participant with respect to outstanding Awards under the Plan
without the prior consent of such Eligible Participant, unless such modifications are required
in order for the Plan to continue to qualify under any applicable law, rule or regulation,
including without limitation, Rule 701.






	3.	 	Participation Shares Subject to the Plan. The aggregate number of Participation
Shares that may be issued under the Plan is 6,085,837 Class B Shares and 6,085,837 Class C
Shares. If and to the extent Awards or Participation Shares under the Plan are forfeited or
repurchased, the Participation Shares so forfeited or repurchased shall again be available for
purposes of the Plan.




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	4.	 	Participation in the Plan. The Board (or such other body as the Board may designate)
shall determine, subject to the LLC Agreement, the individuals who may participate in the Plan
(the “Eligible Participants”); provided, however, that no individual
may participate in the Plan if such individual is not an individual described in paragraph (c)
of Rule 701 with respect to the Company. It shall be a condition to participation in the Plan
that as of or prior to the grant of any Awards pursuant to the Plan, the Eligible Participant
shall agree in writing to be bound by the LLC Agreement. Copies of the LLC Agreement shall be
delivered to the Eligible Participant for execution prior to such grant.






	5.	 	Grant of Awards. Commencing on the Effective Date (as defined below) of the Plan and
from time to time thereafter, the Company may grant Awards to Eligible Participants, upon such
terms and conditions, including, without limitation, the number of Participation Shares
subject to the Award and the dates and events on which all or any installment of the Award
shall be vested and/or nonforfeitable, as the Board shall determine, and as set forth by the
Board in a grant instrument (a “Participation Share Agreement”). The Company may, in
its discretion, issue to the Eligible Participant as soon as practicable following the date of
grant, a certificate representing the Participation Shares granted to him or her, which
certificate may bear any legend the Board may deem appropriate or advisable.






	6.	 	Participation Shares. Participation Shares shall be subject to all of the terms and
provisions of the LLC Agreement and the Participation Share Agreement, including, without
limitation, with respect to allocations, distributions, voting, forfeiture, repurchase and
transfer.






	7.	 	Compliance with Rule 701. Awards pursuant to the Plan are subject to the
restrictions set forth in Rule 701. Participation Shares awarded pursuant to the Plan are
“restricted securities,” as such term is defined in Rule 144 promulgated under the Securities
Act, and any resale of such Participation Shares must be in compliance with the registration
requirements of the Act or an exemption therefrom. Participation Shares awarded pursuant to
the Plan shall in no event exceed the limitations set forth in Rule 701(d), as applicable from
time to time.






	8.	 	Termination of the Plan. Unless earlier terminated by the Board, the Plan shall
terminate on the day immediately preceding the tenth anniversary of the Effective Date, but
Awards theretofore granted or extended may continue beyond that date.






	9.	 	Termination of Service. If an Eligible Participant’s services as an employee of or
consultant to the Company or any subsidiary thereof terminates for any reason, then the Award
shall be subject to termination, rights of repurchase, and the other provisions set forth in
the Participation Share Agreement governing such Award.






	10.	 	Limitations. Nothing in the Plan shall be construed to give any person any right to
be granted an Award; give any person any rights whatsoever with respect to Participation
Shares except as specifically provided in the Plan; limit in any way the right of the Company
to terminate the employment or services of any person at any time; or be evidence of any
agreement or understanding, express or implied, that the Company will




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     employ or retain any person in any particular position, at any particular rate of
compensation or for any particular period of time.




	11.	 	Regulations and Other Approvals; Governing Law. The Plan and the rights of all
persons claiming hereunder shall be construed and determined in accordance with the laws of
the State of Delaware without giving effect to the choice of law principles thereof. The
obligation of the Company to sell or deliver Participation Shares under the Plan shall be
subject to all applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by governmental agencies as may
be deemed necessary or appropriate by the Board. The Board may make such changes as may be
necessary or appropriate to comply with the rules and regulations of any government authority.
To the extent that the Board determines that the Plan or any Award is subject to Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), and fails to comply
with or be exempt from the requirements of Section 409A of the Code, notwithstanding anything
to the contrary contained in the Plan or in any Participation Share Agreement, the Board
reserves the right to amend the Plan and/or amend, restructure, terminate or replace any Award
in order to cause such Award to either not be subject to Section 409A of the Code or to comply
with the applicable provisions of such section; provided that that none of the Company, its
affiliates or any of their respective employees or representatives shall have liability to any
Eligible Participant with respect thereto.






	12.	 	Subject to Other Agreements. This Plan shall be subject to the LLC Agreement. In
the event of any conflict between the terms of this Plan and the LLC Agreement, the LLC
Agreement shall govern. In the event of any conflict between the terms of any Participation
Share Agreement and this Plan, the terms of the Plan shall govern.






	13.	 	Effective Date. The Effective Date of the Plan shall be February ___, 2007.






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Execution Copy




AMENDMENT TO 2007 EQUITY COMPENSATION PLAN




     This First Amendment (this “Amendment”) to the 2007 Equity Compensation Plan (the
“Plan”) of Study Island Holdings, LLC (the “Company”) dated February 2007 is entered into
as of December 3, 2008 by and among the Board of Managers of the Company (the “Board”).



     WHEREAS, the Majority Class A Holders, as defined in the Company’s Second Amended and
Restated Limited Liability Agreement (the “LLC Agreement”) has amended the LLC Agreement
to increase the number of Class B and Class C Participation Shares to 6,578,727 and 7,126,451,
respectively that can be issued pursuant to the Plan;



     WHEREAS, pursuant to Section 2 of the Plan, the Board may amend the Plan provided that,
amongst other provisions, the amendment shall not be inconsistent with any provision of the LLC
Agreement; and



     WHEREAS, certain terms used in this Amendment are used as defined in the Plan.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set
forth herein and in the Plan, and intending to be legally bound hereby, the parties hereto agree
as follows:



     SECTION 1. Amendment to Section 3 Section 3 of the Plan shall be amended, as of the
date first written above, in its entirety to read as follows:


“3. Participation Shares Subject to the Plan. The aggregate number of Participation Shares
that may be issued under the Plan is 6,578,727 Class B Shares and 7,126,451 Class C Shares. If and
to the extent Awards or Participation Shares under the Plan are forfeited or repurchased, the
Participation Shares so forfeited or repurchased shall again be available for purposes of the
Plan.”




     SECTION 2. Miscellaneous.



               (a) Headings. The headings contained in this Amendment are
for reference purposes only and shall not affect in any way the meaning or interpretation
of this Amendment.



               (b) Counterparts. This Amendment may be executed in
counterparts (each of which shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement) and shall become effective when
one or more counterparts have been signed by each of the parties and delivered to the
other parties.



               (c) Entire Agreement. Except to the extent specifically set

forth herein, all other terms and provisions of the Plan shall remain in full force and



 









 







effect without change. This Amendment shall be effective as of the date first written above.



               (d) Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applicable to
contracts executed in and to be performed entirely within that State.



               (e) Binding Nature. This Amendment is binding upon and is
solely for the benefit of all of the Board and all Eligible Participants and their respective
successors, legal representatives and assigns.



[signature pages follow]




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     IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed
and delivered as of the date first written above.



	 	 	 	 	 
	 	 	 
	 	/s/ Cameron Chalmers	 
	 	Cameron Chalmers 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/
 David Muzzo	 
	 	David Muzzo 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/
 David Phillips	 
	 	David Phillips 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/
 Peter Wilde	 
	 	Peter Wilde 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



[SIGNATURE PAGE TO AMENDMENT TO PLAN]