Virco Mfg. Corporation Non-Employee Director Option Cancellation and Restricted Stock Unit Award Summary (January 2006)

Summary

Virco Mfg. Corporation's Compensation Committee approved the cancellation of all outstanding stock options previously granted to its non-employee directors. In exchange, these directors were granted an equal number of restricted stock units, which will vest on July 5, 2006. Once vested, each restricted stock unit can be converted into one share of Virco common stock. This agreement affects seven named non-employee directors and outlines the number of options cancelled and restricted stock units granted to each.

EX-10.1 2 v16337exv10w1.htm EXHIBIT 10.1 exv10w1

Exhibit 10.1

Summary of Option Cancellations and Restricted Stock Unit Awards

On January 13, 2006, the Compensation Committee of the Board of Directors of Virco Mfg. Corporation (the “Company”), unanimously approved (i) the cancellation of all existing options for Company common stock previously granted by the Company for services as a director and held by the Company’s non-employee directors (as reflected below) and (ii) the grant of restricted stock units to such non-employee directors (as reflected below). The restricted stock units vest on July 5, 2006, on which date each vested restricted stock unit may be converted into one share of common stock of the Company.


	Number of Shares
	Underlying Cancelled		Number of Restricted
Non-Employee Director	Options		Stock Units Granted
Donald S. Friesz		14,220		14,220
Evan M. Gruber		8,200		8,200
Robert K. Montgomery		11,951		11,951
Albert J. Moyer		4,000		4,000
Glen D. Parish		2,000		2,000
Donald A. Patrick		16,755		16,755
James R. Wilburn		16,755		16,755