PLATO LEARNING, INC. 2006 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • January 12th, 2007 • Plato Learning Inc • Miscellaneous publishing • Delaware
PLATO Learning, Inc., a Delaware corporation (the “Company”), hereby grants to [(Name)] (the “Participant”) on this [(Date)] (the “Grant Date”) an Award of [(Number)] stock appreciation rights (“SARs”) pursuant to the provisions of the PLATO Learning, Inc. 2006 Stock Incentive Plan (the “Plan”). Each SAR represents a contingent right to receive shares of the Company’s common stock, $.01 par value (“Shares”), in the future based upon the appreciation in value of the Share underlying each SAR above [(Price)] (the “Grant Price”), subject to the terms and conditions set forth in this Agreement (this “Agreement”). Any term capitalized herein but not defined will have the meaning set forth in the Plan.
