exv10w1



 










Exhibit 10.1




RENAISSANCE LEARNING, INC.

RESTRICTED STOCK UNIT AGREEMENT

[For use with grants to non-employee directors]




     This Restricted Stock Unit Agreement (this “Agreement”), entered into as of “Date,” is between
Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and “Name” (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 Company
and its shareholders (i) by providing participants with an opportunity to acquire a proprietary
interest in the Company thereby providing them with a stronger incentive to strive for the
continued success and growth of the Company, and (ii) by aiding the Company to attract and retain
key personnel and non-employee directors; and



     WHEREAS, the Company has granted to the Participant the right to participate in the Plan in
the 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 in
connection 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 of
the Plan, the terms and conditions of which are incorporated herein by reference. The Plan
empowers the Compensation Committee to make and amend interpretations, rules and regulations
thereunder, and, in general, provides that determinations of such Committee with respect to the
Plan shall be binding upon the Participant. Unless otherwise provided herein, all capitalized
words in this Agreement shall have the meaning ascribed to them in the Plan. A copy of the Plan
will be delivered to the Participant upon reasonable request.



     2. Award; Number of Units. The Participant is hereby awarded “Insert Number”
Restricted Stock Units pursuant to the terms and conditions set forth in this Agreement (the
“Award”). The number of Restricted Stock Units set forth herein, as increased by any Restricted
Stock Units granted pursuant to Paragraph 5 hereof, shall be adjusted as provided in Section 14 of
the Plan.



     3. Vesting. The Award shall vest upon termination of the Participant’s tenure as a
Director of the Company. Once vested, all rights of actual and beneficial ownership are conferred
to the Participant.



     4. Distribution of Shares. The Company shall settle Restricted Stock Units in
Shares. The Participant shall be entitled to receive from the Company one Share for each
Restricted Stock Unit held. Shares shall be distributed in respect of such Restricted Stock Units
within [30] days after termination of the Participant’s tenure as a Director of the Company.



     5. Dividends and Distributions. On each date on which a dividend is paid by the
Company (a “Dividend Payment Date”), the Participant shall be granted, automatically and
specifically without further action of the Board of Directors, a number of Restricted Stock Units
equal to (i) the aggregate amount of dividends (or other distributions) which would have been
received by the Participant on the Dividend Payment Date if the Restricted Stock Units held by the
Participant (whether or not vested) on the record date of such dividend or distribution had been
outstanding common stock of the Company on such date, (ii) divided by the Fair Market Value on the
Dividend Payment Date. In the event of any
distribution other than cash, the foregoing shall be applied based on the fair market value of
the property distributed. Additional Restricted Stock Units granted under this Paragraph 5 shall
be settled and Shares distributed in respect of such Restricted Stock Units at the same time as the
Restricted Stock Units to which the dividends and distributions relate.



     6. Prohibitions Against Transfer. An Award, and the rights and privileges conferred
hereby, may not be transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) by the Participant, or be subject to execution, attachment or similar process,
except as provided in Section 12(c) of the Plan; provided, however, that Shares
distributed in respect of Restricted Stock Units may be transferred in accordance with applicable
securities laws.




 









 






     7. Notices. Any notice to be given to the Company under the terms of this Agreement
shall be given in writing to the Company in care of its Secretary at 2911 Peach Street, Wisconsin
Rapids, Wisconsin 54495-8036. Any notice to be given to the Participant may be addressed to the
Participant at the address as it appears on the payroll records of the Company or any affiliate
thereof. Any such notice shall be deemed to have been duly given if and when actually received by
the party to whom it is addressed, as evidenced by a written receipt to that effect.



     IN WITNESS WHEREOF, the Company has caused these presents to be executed as of the date and
year first above written, which is the date of the granting of the Award evidenced hereby.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	RENAISSANCE LEARNING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Terrance D. Paul, Chief Executive Officer	 	 






     The undersigned Participant hereby accepts the foregoing Award and agrees (i) to the several
terms and conditions hereof and of the Plan and (ii) that the terms and conditions of this
Agreement shall apply to all Appendices hereto.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	“Participant Name”