Exhibit 10.1
PLATO LEARNING, INC.
EMPLOYEE RESTRICTED STOCK AGREEMENT
PLATO Learning, Inc., a Delaware
corporation (the “Company”), hereby grants to
(the “Employee”) on this
day of
,
(the “Grant Date”), pursuant to the provisions of the
PLATO Learning, Inc. 2006 Stock Incentive Plan (the
“Plan”), an award (the “Award”) of
shares of the Company’s Common Stock, $.01 par value
(“Stock”), subject to the terms and conditions set
forth below.
1. Award Subject to
Acceptance of Agreement . The Award shall become null and void
unless the Employee shall accept this Agreement by executing it in
the space provided below and return it to the Company within
60 days following the Grant Date.
2. Vesting of Shares;
Forfeiture. Except as otherwise provided in the Plan and this
Section 2, the Award shall vest in four installments, each
equal to 25% of the Stock subject to the Award, on each of the
first four anniversaries of the Grant Date, contingent upon the
Participant having provided continuous employment to the Company or
an Affiliate from the Grant Date through each such anniversary. Any
portion of the Stock subject to the Award that is not vested upon
the termination of the Participant’s employment for any
reason shall be forfeited automatically as of such date.
Notwithstanding the foregoing; all unvested awards shall vest if
the Company terminates the Employee’s employment without
“Cause” or the Employee terminates employment for
“Good Reason” within 24 months following a
“Change in Control” (as each term is defined in the
Employee’s employment agreement with the Company of even date
herewith, as may be subsequently amended or superseded). For
purposes of this Agreement, “Vest” “Vested”
and “Vesting” means that a share of Restricted Stock
ceases to be subject to a risk of forfeiture.
3. Additional Terms and
Conditions of Award .
3.1 Section 83(b)
Election. The Employee may elect within thirty (30) days
after the Grant Date, pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended, to include in his gross income
for a taxable year in which the stock is purchased the excess of
(a) the fair market value of the shares covered by the Award
on the purchase date over (b) the purchase price paid for such
shares.
3.2 Withholding Taxes. As a
condition precedent to the Award, the Employee shall, upon request
by the Company, pay to the Company such amount of cash as the
Company may be required, under all applicable federal, state or
local laws or regulations, to withhold and pay over as income or
other withholding taxes (the “Required Tax Payments”)
with respect to the Award. The Employee may elect to satisfy such
withholding tax obligation by having the Company withhold Stock
having a fair market value equal to the
