**Exhibit 10.2**PLATO LEARNING, INC.**BOARD OF DIRECTORS’ COMPENSATION PLAN**Effective March 21, 2007, the Board of Directors approved compensation for outside Directorsas follows.***Stock Option Grant and Cash Payment — New Directors Initiation:*****•** 15,000 Stock Options Grant @ FMV as of close of business on the date of election to theBoard of Directors to vest immediately.**•** Prorated Cash payment ($20,000/12 X number of months remaining until the next AnnualMeeting).***Restricted Stock Award, Stock Option Grant & Cash Payment — Continuing Directors AnnualRetainer & Meeting Preparations:*****•** 1,000 shares Restricted Stock Award @ FMV as of close of business on the date of the AnnualMeeting to vest immediately with restrictions to lapse the earlier of five years, retirementor resignation from the Board of Directors [relates to director year going forward].**•** 10,000 Stock Options Grant @ FMV as of close of business on the date of the Annual Meetingto vest immediately [relates to director year going forward].**•** $20,000 to be paid as soon as possible after the date of the Annual Meeting (except toNon-Employee Chairman of the Board, see below) [relates to director year going forward].***Cash and Stock Option Grant —Non-Employee Chairman of the Board:*****•** 5,000 Stock Options Grant (in addition to the 10,000 grant as listed above) @ FMV as ofclose of business on the date of the Annual Meeting to vest immediately [relates to directoryear going forward].**•** $30,000 to be paid as soon as possible after the date of the Annual Meeting (in place ofthe $20,000 as listed above) [relates to director year going forward].***Stock Option Grant — Audit, Compensation and Nominating & Governance Committee Chairs:*****•** 1,500 Stock Options Grant @ FMV as of close of business on the date of the Annual Meetingto vest immediately [relates to director year going forward].***Cash Payment — for Board and Committee Meeting Attendance:*****•** $1,500 fee for each Board Meeting attended ($750 for each telephonic Board Meeting attended)**•** $2,000 fee to the Audit Chair and Nominating & Governance Committee Chair for each CommitteeMeeting attended (except $1,000 fee for each telephonic Committee Meeting attended)**•** $1,250 fee to the Compensation Committee Chair for each Committee Meeting attended, and anyother ad-hoc Committee Chair named in the future (except $625 fee for each telephonic CommitteeMeeting attended).**•** $750 fee to the Marketing Committee Chair for each Committee Meeting attended (except $375 feefor each telephonic Marketing Committee Meeting attended).**•** $750 fee to non-Chair Audit, Compensation, Nominating & Governance and any ad-hoc CommitteeMembers, for each Committee Meeting attended by each (except $375 fee for each telephonicCommittee Meeting attended).**•** $500 fee to non-Chair Marketing Committee Members, for each Committee Meeting attended by each(except $250 fee for each telephonic Committee Meeting attended).***Other*****•** Chairman of the Board has the option to recommend an additional stock option grant based on theCompany’s performance and achievement of goals.**•** Chairman of the Board has the option to request a prorated refund of stock options granted orcash payments made to a Board Member who elects to resign at a time other than at the AnnualMeeting.**•** All travel and business expenses relating to meeting attendance or to conduct business on behalfof PLATO Learning are reimbursed.