Summary of Option Cancellations and Restricted Stock Unit Awards

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