STUDY ISLAND HOLDINGS,
LLC
2007 EQUITY COMPENSATION
PLAN
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1.
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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.
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2.
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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.
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3.
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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.
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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.
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5.
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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
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