EXHIBIT 10.11



 Exhibit 10.11 
  
  
 EDUCATE, INC. 
  
 2003 OMNIBUS STOCK INCENTIVE PLAN 
 (As Amended May 13, 2004) 
  
 Section 1. General Purpose of Plan; Definitions. 
  
 The name of this plan is the Educate, Inc. 2003 Omnibus Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enable the Company to
attract and retain highly qualified personnel who will contribute to the Company’s success and to provide incentives to Participants (defined below) that are linked directly to increases in stockholder value and will therefore inure to the
benefit of all stockholders of the Company. 
  
 For purposes of
the Plan, the following terms shall be defined as set forth below: 
  
 (a) “Administrator” means the Board, or if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 2 below. 
  
 (b) “Award” means any award under the Plan. 
  
 (c) “Award Agreement” means, with respect to each Award, the signed written agreement between the Company and the
Participant setting forth the terms and conditions of the Award. 
  
 (d) “Board” means the Board of Directors of the Company. 
  
 (e) “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. 
  
 (f) “Committee” means any committee the Board may appoint to administer the Plan. If at any time or to any extent the Board shall not administer
the Plan, then the functions of the Board specified in the Plan shall be exercised by the Committee. 
  
 (g) “Common Stock” means the common stock, par value $0.001 per share, of the Company. 
  
 (h) “Company” means Educate, Inc., a Delaware corporation (or any
successor corporation). 
  
 (i) “Disability” shall have
the meaning set forth in the Participant’s employment agreement, or if no such meaning is set forth, means the inability of a Participant to perform substantially his or her duties and responsibilities to the Company or to any Parent or
Subsidiary by reason of a physical or mental disability or infirmity (i) 







 for a continuous period of six months, or (ii) at such earlier time as the Participant submits medical evidence
satisfactory to the Administrator that the Participant has a physical or mental disability or infirmity that will likely prevent the Participant from returning to the performance of the Participant’s work duties for six months or longer. The
date of such Disability shall be the last day of such six-month period or the day on which the Participant submits such satisfactory medical evidence, as the case may be. 
  
 (j) “Eligible Recipient” means an officer, director, employee, consultant or advisor of the Company or of any
Parent or Subsidiary. 
  
 (k) “Exercise Price” means
the per share price at which a holder of an Award may purchase the Shares issuable upon exercise of the Award. 
  
 (l) “Fair Market Value” as of a particular date shall mean the fair market value of a share of Common Stock as determined by the Administrator
in its sole discretion; provided, however, that (i) if the Common Stock is admitted to trading on a national securities exchange, fair market value of a share of Common Stock on any date shall be the closing sale price reported for such share on
such exchange on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported, (ii) if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated
Quotation (“Nasdaq”) System or other comparable quotation system and has been designated as a National Market System (“NMS”) security, fair market value of a share of Common Stock on any date shall be the closing sale price
reported for such share on such system on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported, or (iii) if the Common Stock is admitted to quotation on the Nasdaq System but has not
been designated as an NMS security, fair market value of a share of Common Stock on any date shall be the average of the highest bid and lowest asked prices of such share on such system on such date or, if no bid and ask prices were reported on such
date, on the last date preceding such date on which both bid and ask prices were reported. 
  
 (m) “Incentive Stock Option” means any Option intended to be designated as an “incentive stock option” within the meaning of Section 422 of the Code. 
  
 (n) “Non-Qualified Stock Option” means any Option that is not an
Incentive Stock Option, including any Option that provides (as of the time such Option is granted) that it will not be treated as an Incentive Stock Option. 
  
 (o) “Option” means an option to purchase Shares granted pursuant to Section 6 below. 
  
 (p) “Parent” means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the corporations in the chain (other than the Company) owns stock possessing 50% or more of the combined voting power of all classes of stock in one of the other corporations in the
chain. 
  

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 (q) “Participant” means any Eligible Recipient selected by the Administrator, pursuant to the
Administrator’s authority in Section 2 below, to receive grants of Options and/or awards of Restricted Stock. 
  
 (r) “Restricted Stock” means Shares subject to certain restrictions granted pursuant to Section 7 below. 
  
 (s) “Shares” means shares of Common Stock reserved for issuance
under the Plan, as adjusted pursuant to Sections 3 and 4, and any successor security. 
  
 (t) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation) in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 
  
 Section 2. Administration. 
  
 The Plan shall be administered by the Board or, at the Board’s sole discretion, by the Committee, which shall be appointed by the Board, and which
shall serve at the pleasure of the Board. Pursuant to the terms of the Plan, the Administrator shall have the power and authority: 
  
 (a) to select those Eligible Recipients who shall be Participants; 
  
 (b) to determine whether and to what extent Options and/or awards of Restricted Stock are to be granted hereunder to
Participants; 
  
 (c) to determine the number of Shares to be
covered by each Award granted hereunder; 
  
 (d) to determine the
terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder; 
  
 (e) to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Options or
awards of Restricted Stock granted hereunder; and 
  
 The
Administrator shall have the authority, in its sole discretion, to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; to interpret the terms and provisions of
the Plan and any Award issued under the Plan (and any Award Agreement relating thereto); and to otherwise supervise the administration of the Plan. 
  

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 All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive
and binding on all persons, including the Company and the Participants. 
  
 Section 3. Shares Subject to Plan. 
  
 The total
number of shares of Common Stock reserved and available for issuance under the Plan shall be 5,450,000 shares. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. 
  
 To the extent that (i) an Option expires or is otherwise terminated without
being exercised, or (ii) any Shares subject to any award of Restricted Stock are forfeited, such Shares shall again be available for issuance in connection with future Awards granted under the Plan. If any Shares have been pledged as collateral for
indebtedness incurred by a Participant in connection with the exercise of an Option and such Shares are returned to the Company in satisfaction of such indebtedness, such Shares shall again be available for issuance in connection with future Awards
granted under the Plan. 
  
 Section 4. Corporate Transactions. 

 
 In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split or other change in corporate structure affecting the Common Stock, an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number of Shares reserved for issuance under
the Plan, (ii) the kind, number and option price of Shares subject to outstanding Options granted under the Plan, and (iii) the kind, number and purchase price of Shares subject to outstanding awards of Restricted Stock granted under the Plan, in
each case as may be determined by the Administrator, in its sole discretion. Such other substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion. In connection with any event described in this
paragraph, the Administrator may provide, in its sole discretion, for the cancellation of any outstanding awards and payment in cash or other property therefor. 
  

Section 5. Eligibility. 
  
 Eligible Recipients shall be eligible to be granted Options and/or awards of Restricted Stock. The Participants under the Plan shall be selected from time
to time by the Administrator, in its sole discretion, from among the Eligible Recipients. 
  
 The Administrator shall have the authority to grant to any officer or employee of the Company or of any Parent or Subsidiary (including directors who are also officers of the Company) Incentive Stock Options,
Non-Qualified Stock Options, or both types of Options. Directors who are not also employees of the Company or of any Parent or Subsidiary, consultants or advisors to the Company or to any Parent or Subsidiary may only be granted Non-Qualified Stock
Options. 
  

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 Section 6. Options. 
  
 Options may be granted alone or in addition to other Awards granted under the Plan. Any Option granted under the Plan shall be in such form as the
Administrator may from time to time approve, and the provisions of each Option need not be the same with respect to each Participant. Participants who are granted Options shall enter into an Award Agreement with the Company, in such form as the
Administrator shall determine, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option granted thereunder. 
  
 The Options granted under the Plan may be of two types: (i) Incentive Stock
Options and (ii) Non-Qualified Stock Options. To the extent that any Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option. More than one Option may be granted to the same Participant and be
outstanding concurrently hereunder. 
  
 Options granted under the
Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable: 
  
 (a) Option Exercise Price. The per share Exercise Price of Shares
purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant but shall not, (i) in the case of Incentive Stock Options, be less than 100% of the Fair Market Value of the Common Stock on such date,
(ii) in the case of Non-Qualified Stock Options, be less than the par value (if any) of the Common Stock. If a Participant owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Company or of any Parent or Subsidiary and an Incentive Stock Option is granted to such Participant, the per share Exercise Price of such Incentive Stock Option (to the extent required at the time
of grant by the Code shall be no less than 110% of the Fair Market Value of the Common Stock on the date such Incentive Stock Option is granted. 
  
 (b) Option Term. The term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten years after the date
such Option is granted; provided, however, that if an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or of any
Parent or Subsidiary and an Incentive Stock Option is granted to such employee, the term of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no more than five years from the date of grant. 
  
 (c) Exercisability. Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the Administrator at 
  

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 or after the time of grant. The Administrator may provide at the time of grant or any time thereafter, in its sole
discretion, that any Option shall be exercisable with respect to unvested Shares, provided that Optionee enters into a form of restricted stock purchase agreement approved by the Administrator. The Administrator may also provide that any Option
shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine, in its sole discretion. 
  
 (d) Method of Exercise. Subject to Section 6(c), Options may be
exercised in whole or in part at any time during the Option period, by giving written notice of exercise to the Company specifying the number of Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so
purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, payment in whole or in part may also be made (i) by means of any cashless exercise procedure approved by the
Administrator, (ii) in the form of unrestricted Stock already owned by the Participant which, (x) in the case of unrestricted Stock acquired upon exercise of an option, have been owned by the Participant for more than six months on the date of
surrender, and (y) has a Fair Market Value on the date of surrender equal to the aggregate option price of the Stock as to which such Stock Option shall be exercised, (iii) any other form of consideration approved by the Administrator and permitted
by applicable law or (iv) any combination of the foregoing. 
  
 (e) Loans. Subject to applicable law (including but not limited to the Sarbanes-Oxley Act of 2002), the Company or any Parent or Subsidiary may make loans available to Option holders in connection with the exercise of outstanding
Options. Such loans shall (i) be evidenced by promissory notes entered into by the Option holders in favor of the Company or any Parent or Subsidiary, (ii) bear interest at the applicable Federal interest rate or such other rate as the Administrator
shall determine, (iii) be subject to such other terms and conditions, not inconsistent with the Plan, as the Administrator shall determine, and (iv) be subject to Board approval (or to approval by the Administrator to the extent the Board may
delegate such authority). In no event may the principal amount of any such loan exceed the sum of (x) the aggregate Exercise Price less the par value (if any) of the Shares covered by the Option, or portion thereof, exercised by the holder, and (y)
any Federal, state, and local income tax attributable to such exercise. The initial term of the loan, the schedule of payments of principal and interest under the loan, the extent to which the loan is to be with or without recourse against the
holder with respect to principal and/or interest and the conditions upon which the loan will become payable in the event of the holder’s termination of service to the Company or to any Parent or Subsidiary shall be determined by the
Administrator. Unless the Administrator determines otherwise, when a loan is made, Shares having an aggregate Fair Market Value at least equal to the principal amount of the loan shall be pledged by the holder to the Company as security for payment
of the unpaid balance of the loan, and such pledge shall be evidenced by a pledge agreement, the terms of which shall be determined by the Administrator, in its sole discretion; provided, however, that each loan shall comply with all applicable
laws, regulations and rules of the Board of 
  

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 Governors of the Federal Reserve System and any other governmental agency having jurisdiction. 
  
 (f) Non-Transferability of Options. Except under the laws of descent
and distribution or otherwise permitted by the Administrator, the Participant shall not be permitted to sell, transfer, pledge or assign any Option, and all Options shall be exercisable, during the Participant’s lifetime, only by the
Participant; provided, however, that the Participant shall be permitted to transfer one or more Non-Qualified Stock Options to a trust controlled by the Participant during the Participant’s lifetime for estate planning purposes. 
  
 (g) Termination of Employment or Service. If a Participant’s
employment with or service as a director, consultant or advisor to the Company or to any Parent or Subsidiary terminates by reason of his or her death, Disability or for any other reason, the Option may thereafter be exercised to the extent provided
in the Award Agreement evidencing such Option, or as otherwise determined by the Administrator. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for a period of thirty (30) days (six (6) months in the
event of a Participant’s death or Disability) following the Participant’s termination of employment or service with the Company or any Parent or Subsidiary. If, on the date of termination, the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan. 
  
 (h) Annual Limit on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options granted to a
Participant under this Plan and all other option plans of the Company or of any Parent or Subsidiary become exercisable for the first time by the Participant during any calendar year exceeds $100,000 (as determined in accordance with Section 422(d)
of the Code), the portion of such Incentive Stock Options in excess of $100,000 shall be treated as Non-Qualified Stock Options. 
  
 Section 7. Restricted Stock. 
  
 Awards of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine the
Eligible Recipients to whom, and the time or times at which, awards of Restricted Stock shall be made; the number of Shares to be awarded; the Exercise Price, if any, to be paid by the Participant for the acquisition of Restricted Stock; the
Restricted Period (as defined in Section 7(b)) applicable to awards of Restricted Stock. The Administrator may also condition the grant of the award of Restricted Stock upon the exercise of Options, or upon such other criteria as the Administrator
may determine, in its sole discretion. The provisions of the awards of Restricted Stock need not be the same with respect to each Participant. In the sole discretion of the Administrator, loans may be made to 
  

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 Participants in connection with the purchase of Restricted Stock under substantially the same terms and conditions as
provided in Section 6(e) of the Plan with respect to the exercise of Options. 
  
 (a) Awards and Certificates. The prospective recipient of awards of Restricted Stock shall not have any rights with respect to any such Award, unless and until such recipient has executed an Award Agreement
evidencing the Award (a “Restricted Stock Award Agreement”) and delivered a fully executed copy thereof to the Company, within a period of sixty days (or such other period as the Administrator may specify) after the award date. Except as
otherwise provided below in Section 7(b), each Participant who is granted an award of Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, which certificate shall be registered in the name of the
Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award. 
  
 The Company may require that the stock certificates evidencing Restricted Stock granted hereunder be held in the custody of the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such Award. 
  
 (b) Restrictions and Conditions. The awards of Restricted Stock
granted pursuant to this Section 7 shall be subject to the following restrictions and conditions: 
  
 (i) Subject to the provisions of the Plan and the Restricted Stock Award Agreement governing any such Award, during such period as may be
set by the Administrator commencing on the date of grant (the “Restricted Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded under the Plan; provided, however, that the
Administrator may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine,
in its sole discretion. 
  
 (ii) Except as provided in Section
7(b)(i), the Participant shall generally have the rights of a stockholder of the Company with respect to Restricted Stock during the Restricted Period. Certificates for unrestricted Shares shall be delivered to the Participant promptly after, and
only after, the Restricted Period shall expire without forfeiture in respect of such awards of Restricted Stock except as the Administrator, in its sole discretion, shall otherwise determine. 
  
 (iii) The rights of Participants granted awards of Restricted Stock upon
termination of employment or service as a director, consultant or advisor to the Company or to any Parent or Subsidiary terminates for any reason during the Restricted Period shall be set forth in the Restricted Stock Award Agreement governing such
Awards. 
  

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 Section 8. Amendment and Termination. 
  
 The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that
would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent. To the extent necessary and desirable, the Board shall obtain approval of the stockholders (as described below), for any amendment
that would: 
  
 (a) except as provided in Section 3 of the Plan,
increase the total number of Shares reserved for issuance under the Plan; 
  
 (b) change the class of officers, directors, employees, consultants and advisors eligible to participate in the Plan; or 
  
 (c) extend the maximum Option period under Section 6(b) of the Plan. 
  
 The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to
Section 3 of Plan, no such amendment shall impair the rights of any Participant without his or her consent. 
  
 Section 9. Unfunded Status of Plan. 
  
 The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the Company. 
  
 Section 10. General Provisions. 
  
 (a) Shares shall not be issued pursuant to the exercise of any Award granted hereunder unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange upon which the Common Stock may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. 
  
 (b) The Administrator may require each person acquiring Shares to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. The certificates for such Shares may
include any legend which the Administrator deems appropriate to reflect any restrictions on transfer. 
  
 All certificates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Administrator may deem
advisable 
  

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 under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable Federal or state securities law, and the Administrator may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. 
  
 (c) Nothing contained in the Plan shall prevent the Board from adopting other
or additional compensation arrangements, subject to stockholder approval, if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan shall not confer upon any
Eligible Recipient any right to continued employment or service with the Company or any Parent or Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or any Parent or Subsidiary to terminate the employment
or service of any of its Eligible Recipients at any time. 
  
 (d)
Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of the Participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such Award. The obligations of the Company under the Plan shall be conditional on the making of such payments or
arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. 
  
 (e) No member of the Board or the Administrator, nor any officer or employee of the Company acting on behalf of the Board or
the Administrator, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Administrator and each and any officer or employee of the
Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. 
  
 Section 11. Stockholder Approval; Effective Date of Plan. 
  
 (a) The grant of any Award hereunder shall be contingent upon stockholder approval of the Plan being obtained within 12
months before or after the date the Board adopts the Plan. 
  
 (b)
Subject to the approval of the Plan by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board, the Plan shall be effective as of June 30, 2003 (the “Effective Date”). 

 

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 Section 12. Term of Plan. 
  
 No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards
theretofore granted may extend beyond that date. 
  

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