PLATO LEARNING, INC. BOARD OF DIRECTORS COMPENSATION PLAN

EX-10.33 6 exhibit5.htm EX-10.33 EX-10.33

Exhibit 10.33

PLATO LEARNING, INC.
BOARD OF DIRECTORS’ COMPENSATION PLAN

Effective March 27, 2008, the Board of Directors approved compensation for outside Directors as follows.

Stock Option Grant and Cash Payment — New Directors Initiation:

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15,000 Stock Options Grant @ FMV as of close of business on the date of election to the Board of Directors to vest immediately.

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Prorated Cash payment ($20,000/12 X number of months remaining until the next Annual Meeting).

Restricted Stock Award, Stock Option Grant & Cash Payment — Continuing Directors Annual Retainer & Meeting Preparations:

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1,000 shares Restricted Stock Award @ FMV as of close of business on the date of the Annual Meeting to vest immediately with restrictions to lapse the earlier of five years, retirement or resignation from the Board of Directors [relates to director year going forward].

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10,000 Stock Options Grant @ FMV as of close of business on the date of the Annual Meeting to vest immediately [relates to director year going forward].

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$20,000 to be paid as soon as possible after the date of the Annual Meeting (except to Non-Employee Chairman of the Board, see below) [relates to director year going forward].

Cash and Stock Option Grant —Non-Employee Chairman of the Board:

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5,000 Stock Options Grant (in addition to the 10,000 grant as listed above) @ FMV as of close of business on the date of the Annual Meeting to vest immediately [relates to director year going forward].

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$30,000 to be paid as soon as possible after the date of the Annual Meeting (in place of the $20,000 as listed above) [relates to director year going forward].

Stock Option Grant — Audit, Compensation and Nominating & Governance Committee Chairs:

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1,500 Stock Options Grant @ FMV as of close of business on the date of the Annual Meeting to vest immediately [relates to director year going forward].


*Cash Payment — Attendance at Board and Committee Meetings held in Person:*

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$1,500 fee for each Board Meeting attended.

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$2,000 fee to the Chair of the Audit Committee, Compensation Committee, and Nominating & Governance Committee for each Committee Meeting attended.

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$1,250 fee to the Chair of the Marketing Committee, and any other ad-hoc Committee Chair named, for each Committee Meeting attended.

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$750 fee to any non-Chair Committee Member, for each Committee Meeting attended.


*Cash Payment — Attendance at Board and Committee Meetings held via Telephone:*

	•		One-half (1/2) of the amounts listed above under: “Cash Payment – Attendance at Board and Committee Meetings held in Person”.

			*Other* —

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Chairman of the Board has the option to recommend an additional stock option grant based on the Company’s performance and achievement of goals.

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Chairman of the Board has the option to request a prorated refund of stock options granted or cash payments made to a Board Member who elects to resign at a time other than at the Annual Meeting.

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All travel and business expenses relating to meeting attendance or to conduct business on behalf of PLATO Learning are reimbursed.