Executive Annual Cash Incentive Plan Fiscal Year 2008 Plan Summary

Exhibit 10.28

Executive Annual Cash Incentive Plan

Fiscal Year 2008 Plan Summary

Plan Name: PLATO Learning FY 2008 Executive Annual Cash Incentive Plan (“the Plan”).

Plan Objectives: The Plan is designed to support the achievement of financial and key strategic goals. The Plan encourages three specific behaviors by PLATO executives:

Plan Structure: Eligible employees will be provided an opportunity to earn a cash incentive, expressed as a percent of salary, based on the achievement of pre-determined financial goals.

Eligibility and Incentive Targets: Employees listed in the table below are eligible to participate in the Plan. Each Participant’s targeted cash incentive opportunity is expressed as a percentage of the employee’s annual base salary in effect on October 31, 2008.

The Company reserves the right to determine whether an executive will actually participate in the Plan. Eligible employees will receive a notification letter indicating they are eligible to participate in the Plan.

Effective Date: The plan will be effective for the fiscal year beginning November 1, 2007.

Performance Measures: Payment will be based upon achievement of specific financial objectives and subject to adjustment for a discretionary payout modifier, which allows the incentive to be increased or decreased up to 20%.

One half of the cash incentive is based on the achievement of the pre-established quarterly and annual FCF goals, weighted across the quarterly and annual periods as shown in the first table below. For purposes of this Plan, Free Cash Flow is defined as the Company’s cash flow from operations less internal product development less capital expenditures all as reflected in the Company’s Consolidated Statement of Cash Flows prepared in accordance with GAAP. The other half of the cash incentive is based on the achievement of total orders goals as indicated in the second table below. The entire bonus earned under this Plan, if any, will be paid in a single payment in December 2008.

(Dollars in Thousands):

Free Cash Flow (50%)

Total Orders (50%)

The incentive payment based on achievement of the financial goals above may be increased or decreased up to 20% based on the Compensation Committee’s assessment of performance relative to progress towards the Company’s long-term strategy.

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General Provisions:
The obligations of the Company as set forth in this document shall be subject to modification in such manner and to such extent as the CEO and the Board of Directors deems necessary by agreement, or as may be necessary to comply with any law, regulation or governmental order pertaining to compensation

The Plan shall be cancelled in the event of termination of Participant’s employment with the company. To remain eligible for the incentive payment under the Plan, a Participant must be continuously employed by the Company from date of hire or November 1, 2007, whichever is later, through October 31, 2008, except for the following circumstances:

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