PLATO LEARNING INC
EX-10.11
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<TYPE>EX-10.11
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<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.11
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>INDEMNIFICATION AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">AGREEMENT made this day of , 200 between PLATO Learning, Inc., a Delaware corporation (the
&#147;Company&#148;), and (the &#147;Indemnitee&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, it is essential to the Company and its stockholders to attract and retain qualified
and capable directors, officers, employees, agents and fiduciaries;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Certificate of Incorporation of the Company (the &#147;Certificate of Incorporation&#148;)
requires the Company to indemnify and advance expenses to its directors and officers to the extent
not prohibited by law and allows the Company to indemnify employees and agents;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, historically, basic protection against undue risk of personal liability of directors
and officers has been provided through insurance coverage affording reasonable protection at
reasonable cost;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, it is presently uncertain whether, and to what extent, such insurance is or will
continue to be available to the Company at a reasonable cost for the protection of Indemnitee;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, in recognition of Indemnitee&#146;s need for protection against personal liability in
order to induce Indemnitee to serve or continue to serve the Company in an effective manner, and,
in the case of directors and officers, to supplement or replace the Company&#146;s directors&#146; and
officers&#146; liability insurance coverage, and in part to provide Indemnitee with specific contractual
assurance that the protection promised by the Certificate of Incorporation will be available to
Indemnitee (regardless of, among other things, any amendment to or revocation of the Certificate of
Incorporation or any change in the composition of the Company&#146;s Board of Directors or any
acquisition transaction relating to the Company), the Company, with the prior approval of the
Company&#146;s stockholders, wishes to provide the Indemnitee with the benefits contemplated by this
Agreement; and


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, as a result of the provision of such benefits Indemnitee has agreed to serve or to
continue to serve the Company;


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, the parties hereto hereby agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">1.&nbsp;<U>Definitions</U>. The following terms, as used herein, shall have the following
respective meanings:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;An <U>Affiliate</U>: of a specified Person is a Person who directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under common control with,
the Person specified. The term <U>Associate</U> used to indicate a relationship with any Person
shall mean (i)&nbsp;any corporation or organization (other than the Company or a Subsidiary) of which
such Person is an officer or partner or is, directly or indirectly, the Beneficial Owner of ten
(10)&nbsp;percent or more of any class of Equity Securities, (ii)&nbsp;any trust or other estate in which
such Person has a substantial beneficial interest or as to which such Person serves as trustee or
in a similar fiduciary capacity (other than an Employee Plan Trustee), (iii)&nbsp;any Relative of such
Person, or (iv)&nbsp;any officer or director of any corporation controlling or controlled by such
Person.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Beneficial Ownership</U>: shall be determined, and a Person shall be the
<U>Beneficial Owner</U> of all securities which such Person is deemed to own beneficially,
pursuant to Rule&nbsp;13d-3 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (or any successor rule or statutory provision), or, if such Rule&nbsp;13d-3 shall be
rescinded and there shall be no successor rule or statutory provision thereto, pursuant to such
Rule&nbsp;13d-3 as in effect on the date hereof; <U>provided</U>, <U>however</U>, that a Person shall,
in any event, also be deemed to be the Beneficial Owner of any Voting Shares: (A)&nbsp;of which such
Person or any of its Affiliates or Associates is, directly or indirectly, the Beneficial Owner, or
(B)&nbsp;of which such Person or any of its Affiliates or Associates has (i)&nbsp;the right to acquire
(whether such right is exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii)&nbsp;sole or shared voting or investment power with respect
thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall
not be deemed to be the Beneficial Owner of any Voting Shares solely by reason of a revocable proxy
granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for
such meeting, with respect to shares of which neither such Person nor any such Affiliate or
Associate is otherwise deemed the Beneficial Owner), or (C)&nbsp;of which any other Person is, directly
or indirectly, the Beneficial Owner if such first mentioned Person or any of its Affiliates or
Associates acts with such other Person as a partnership, syndicate or other group pursuant to any
agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing
of any shares of capital stock of the Company; and <U>provided</U> <U>further</U>,
<U>however</U>, that (i)&nbsp;no director or officer of the Company, nor any Associate or Affiliate of
any such director or officer, shall, solely by reason of any or all of such directors and officers
acting in their capacities as such, be deemed for any purposes hereof, to be the Beneficial Owner
of any Voting Shares of which any other such director or officer (or any Associate or Affiliate
thereof) is the Beneficial Owner and (ii)&nbsp;no trustee of an employee stock ownership or similar plan
of the Company or any Subsidiary (&#147;Employee Plan Trustee&#148;) or any Associate or Affiliate of any
such Trustee, shall, solely by reason of being an Employee Plan Trustee, be deemed for any purposes
hereof to be the Beneficial Owner of any Voting Shares held by or under any such plan.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;A <U>Change in Control</U>: shall be deemed to have occurred if (A)&nbsp;any Person (other
than (i)&nbsp;the Company or any Subsidiary, (ii)&nbsp;any pension, profit sharing, employee stock ownership
or other employee benefit plan of the Company or any Subsidiary or any trustee of or fiduciary with
respect to any such plan when acting in such capacity, or (iii)&nbsp;any Person who is as of the date
hereof the Beneficial Owner of 20% or more of the total voting power of the Voting Shares, is or
becomes, after the date of this Agreement, the Beneficial Owner of 20% or more of the total voting
power of the Voting Shares, (B)&nbsp;during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company and any new director
whose election or appointment by the Board of Directors or nomination or recommendation for
election by the Company&#146;s stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to constitute
a majority thereof, (C)&nbsp;the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which would result in the
Voting Shares of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into Voting Shares of the surviving entity) at least
80% of the total voting power represented by the Voting Shares of the Company or such surviving
entity outstanding, or the stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of all or substantially all
of the Company&#146;s assets or (D)&nbsp;a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule&nbsp;14A of Regulation&nbsp;14 promulgated under the Securities
Exchange Act of 1934, as amended, as in effect on the date hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Claim</U>: means any threatened, pending or completed action, suit, arbitration or
proceeding, or any inquiry or investigation, whether brought by or in the right of the Company or
otherwise, that Indemnitee in good faith believes might lead to the institution of any such action,
suit, arbitration or proceeding, whether civil, criminal, administrative, investigative or other,
or any appeal therefrom.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Equity Security</U>: shall have the meaning given to such term under Rule&nbsp;3a11-1 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the
date hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;<U>D&#038;O Insurance</U>: means any valid directors&#146; and officers&#146; liability insurance
policy maintained by the Company for the benefit of the Indemnitee, if any.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;<U>Determination</U>: means a determination, and <U>Determined</U> means a matter
which has been determined based on the facts known at the time, by: (i)&nbsp;a majority vote of a
quorum of disinterested directors, or (ii)&nbsp;if such a quorum is not obtainable, or even if
obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or, in the event there has been a Change in Control, by the Special Independent
Counsel (in a written opinion) selected by Indemnitee as set forth in Section&nbsp;6, or (iii)&nbsp;a
majority of the disinterested stockholders of the Company, or (iv)&nbsp;a final adjudication by a court
of competent jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;<U>Excluded Claim</U>: means any payment for Losses or Expenses in connection with any
Claim: (i)&nbsp;based upon or attributable to Indemnitee gaining in fact any personal profit or
advantage to which Indemnitee is not entitled; or (ii)&nbsp;for the return by Indemnitee of any
remuneration paid to Indemnitee without the previous approval of the stockholders of the Company
which is illegal; or (iii)&nbsp;for an accounting of profits in fact made from the purchase or sale by
Indemnitee of securities of the Company within the meaning of Section&nbsp;16 of the Securities Exchange
Act of 1934, as amended, or similar provisions of any state law; or (iv)&nbsp;resulting from
Indemnitee&#146;s knowingly fraudulent, dishonest or willful misconduct; or (v)&nbsp;the payment of which by
the Company under this Agreement is not permitted by applicable law.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;<U>Expenses</U>: means any reasonable expenses incurred by Indemnitee as a result of a
Claim or Claims made against Indemnitee for Indemnifiable Events including, without limitation,
attorneys&#146; fees and all other costs, expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable
Event or to the Indemnitee&#146;s rights under this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;<U>Fines</U>: means any fine, penalty or, with respect to an employee benefit plan, any
excise tax or penalty assessed with respect thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">(k)&nbsp;<U>Indemnifiable Event</U>: means any event or occurrence, occurring prior to or after
the date of this Agreement, related to the fact that Indemnitee is, was or has agreed to serve as,
a director, officer, committee member, employee, trustee, agent or fiduciary of the Company, or is
or was serving at the request of the Company as a director, officer, manager, member, employee,
trustee, agent or fiduciary of another corporation, partnership, limited liability company, joint
venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not
done by Indemnitee, including, but not limited to, any breach of duty, neglect, error,
misstatement, misleading statement, omission, or other act done or wrongfully attempted by
Indemnitee, or any of the foregoing alleged by any claimant, in any such capacity.


<P align="left" style="font-size: 12pt; text-indent: 8%">(l)&nbsp;<U>Losses</U>: means any amounts or sums which Indemnitee is legally obligated to pay
as a result of a Claim or Claims made against Indemnitee for Indemnifiable Events including,
without limitation, damages, judgments and sums or amounts paid in settlement of a Claim or Claims,
and Fines.


<P align="left" style="font-size: 12pt; text-indent: 8%">(m)&nbsp;<U>Person</U>: means any individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.


<P align="left" style="font-size: 12pt; text-indent: 8%">(n)&nbsp;<U>Potential Change in Control</U>: shall be deemed to have occurred if (A)&nbsp;the Company
enters into an agreement, the consummation of which would result in the occurrence of a Change in
Control; (B)&nbsp;any Person (including the Company) publicly announces an intention to take or to
consider taking actions which if consummated would constitute a Change in Control; (C)&nbsp;any Person
(other than (i)&nbsp;the Company or any Subsidiary, (ii)&nbsp;any pension, profit sharing, employee stock
ownership or other employee benefit plan of the Company or any Subsidiary or any trustee of or
fiduciary with respect to any such plan when acting in such capacity, or (iii)&nbsp;any person who is as
of the date hereof the Beneficial Owner of 20% or more of the total voting power of the Voting
Shares), who is or becomes the Beneficial Owner of 9.5% or more of the total voting power of the
Voting Shares, increases his Beneficial Ownership of such voting power by 5% or more of the total
voting power over the percentage so owned by such Person on the date hereof; or (D)&nbsp;the Board of
Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential
Change in Control has occurred.


<P align="left" style="font-size: 12pt; text-indent: 8%">(o)&nbsp;<U>Relative</U>: means a Person&#146;s spouse, parents, children, siblings, mother- and
father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law.


<P align="left" style="font-size: 12pt; text-indent: 8%">(p)&nbsp;<U>Reviewing Party</U>: means any appropriate person or body consisting of a member or
members of the Company&#146;s Board of Directors or any other person or body appointed by the Board
(including the Special Independent Counsel referred to in Section&nbsp;6) who is not a party to the
particular Claim for which Indemnitee is seeking indemnification.


<P align="left" style="font-size: 12pt; text-indent: 8%">(q)&nbsp;<U>Subsidiary</U>: means any corporation of which a majority of any class of Equity
Security is owned, directly or indirectly, by the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">(r)&nbsp;<U>Trust</U>: means the trust established pursuant to Section&nbsp;7 hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(s)&nbsp;<U>Voting Shares</U>: means any issued and outstanding shares of capital stock of the
Company entitled to vote generally in the election of directors.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.&nbsp;<U>Basic Indemnification Agreement</U>. In consideration of, and as an inducement to,
the Indemnitee rendering valuable services to the Company, the Company agrees that in the event
Indemnitee is or becomes a party to or witness or other participant in, or is threatened to be made
a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an
Indemnifiable Event, the Company will indemnify Indemnitee to the fullest extent authorized by law,
against any and all Losses and Expenses (including all interest, assessments and other charges paid
or payable in connection with or in respect of such Losses and Expenses) of such Claim, whether or
not such Claim proceeds to judgment or is settled or otherwise is brought to a final disposition,
subject in each case, to the further provisions of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.&nbsp;<U>Limitations on Indemnification</U>. Notwithstanding the provisions of Section&nbsp;2,
Indemnitee shall not be indemnified and held harmless from any Losses or Expenses (a)&nbsp;which have
been Determined, as provided herein, to constitute an Excluded Claim; (b)&nbsp;to the extent Indemnitee
is indemnified by the Company and has actually received payment pursuant to the Certificate of
Incorporation, D&#038;O Insurance or otherwise; or (c)&nbsp;other than pursuant to the last sentence of
Section 4(d) or Section&nbsp;15, in connection with any claim initiated by Indemnitee, unless the
Company has joined in or the Board of Directors has authorized such claim.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.&nbsp;<U>Indemnification Procedures</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Promptly after receipt by Indemnitee of notice of any Claim, Indemnitee shall, if
indemnification with respect thereto may be sought from the Company under this Agreement, notify
the Company of the commencement thereof; <U>provided</U>, <U>however</U>, that the failure to
give such notice promptly shall not affect or limit the Company&#146;s obligations with respect to the
matters described in the notice of such Claim, except to the extent that the Company is prejudiced
thereby. Indemnitee agrees further not to make any admission or effect any settlement with respect
to such Claim without the consent of the Company, except any Claim with respect to which the
Indemnitee has undertaken the defense in accordance with the second to last sentence of Section
4(d).


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If, at the time of the receipt of such notice, the Company has D&#038;O Insurance in effect,
the Company shall give prompt notice of the commencement of Claim to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all Losses
and Expenses payable as a result of such Claim.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;To the extent the Company does not, at the time of the Claim have applicable D&#038;O
Insurance, or if a Determination is made that any Expenses arising out of such Claim will not be
payable under the D&#038;O Insurance then in effect, the Company shall be obligated to pay the Expenses
of any Claim in advance of the final disposition thereof and the Company, if appropriate, shall be
entitled to assume the defense of such Claim, with counsel satisfactory to Indemnitee, upon the
delivery to Indemnitee of written notice of its election so to do. After delivery of such notice,
the Company will not be liable to Indemnitee under this Agreement for any legal or other Expenses
subsequently incurred by Indemnitee in connection with such defense other than reasonable Expenses
of investigation; <U>provided</U> <U>that</U> Indemnitee shall have the right to employ its
counsel in such Claim but the fees and expenses of such counsel incurred after delivery of notice
from the Company of its assumption of such defense shall be at the Indemnitee&#146;s expense;
<U>provided</U> <U>further</U> that if: (i)&nbsp;the employment of counsel by Indemnitee has been
previously authorized by the Company, (ii)&nbsp;Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and Indemnitee in the conduct of any such
defense, or (iii)&nbsp;the Company shall not, in fact, have employed counsel to assume the defense of
such action, the reasonable fees and expenses of counsel shall be at the expense of the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;All payments on account of the Company&#146;s indemnification obligations under this Agreement
shall be made within sixty (60)&nbsp;days of Indemnitee&#146;s written request therefor unless a
Determination is made that the Claims giving rise to Indemnitee&#146;s request are Excluded Claims or
otherwise not payable under this Agreement, <U>provided</U> <U>that</U> all payments on account
of the Company&#146;s obligation to pay Expenses under Section 4(c) of this Agreement prior to the final
disposition of any Claim shall be made within 20&nbsp;days of Indemnitee&#146;s written request therefor and
such obligation shall not be subject to any such Determination but shall be subject to Section 4(e)
of this Agreement. In the event the Company takes the position that Indemnitee is not entitled to
indemnification in connection with the proposed settlement of any Claim, Indemnitee shall have the
right at his own expense to undertake defense of any such Claim, insofar as such proceeding
involves Claims against the Indemnitee, by written notice given to the Company within 10&nbsp;days after
the Company has notified Indemnitee in writing of its contention that Indemnitee is not entitled to
indemnification; <U>provided</U>, <U>however</U>, that the failure to give such notice within
such 10-day period shall not affect or limit the Company&#146;s obligations with respect to any such
Claim if such Claim is subsequently determined not to be an Excluded Claim or otherwise to be
payable under this Agreement, except to the extent that the Company is prejudiced thereby. If it
is subsequently determined in connection with such proceeding that the Indemnifiable Events are not
Excluded Claims and that Indemnitee, therefor, is entitled to be indemnified under the provisions
of Section&nbsp;2 hereof, the Company shall promptly indemnify Indemnitee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;Indemnitee hereby expressly undertakes and agrees to reimburse the Company for all Losses
and Expenses paid by the Company in connection with any Claim against Indemnitee in the event and
only to the extent that a Determination shall have been made by a court of competent jurisdiction
in a decision from which there is no further right to appeal that Indemnitee is not entitled to be
indemnified by the Company for such Losses and Expenses because the Claim is an Excluded Claim or
because Indemnitee is otherwise not entitled to payment under this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;In connection with any Determination as to whether Indemnitee is entitled to be
indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is
not so entitled.


<P align="left" style="font-size: 12pt; text-indent: 8%">5.&nbsp;<U>Settlement</U>. The Company shall have no obligation to indemnify Indemnitee under
this Agreement for any amounts paid in settlement of any Claim effected without the Company&#146;s prior
written consent. The Company shall not settle any Claim in which it takes the position that
Indemnitee is not entitled to indemnification in connection with such settlement without the
consent of Indemnitee, nor shall the Company settle any Claim in any manner which would impose any
Fine or any obligation on Indemnitee, without Indemnitee&#146;s written consent. Neither the Company
nor Indemnitee shall unreasonably withhold its or his consent to any proposed settlement.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.&nbsp;<U>Change in Control; Extraordinary Transactions</U>. The Company and Indemnitee agree
that if there is a Change in Control of the Company (other than a Change in Control which has been
approved by a majority of the Company&#146;s Board of Directors who were directors immediately prior to
such Change in Control) then all Determinations thereafter with respect to the rights of Indemnitee
to be paid Losses and Expenses under this Agreement shall be made only by a special independent
counsel (the &#147;Special Independent Counsel&#148;) selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld) or by a court of competent jurisdiction. The
Company shall pay the reasonable fees of such Special Independent Counsel and shall indemnify such
Special Independent Counsel against any and all reasonable expenses (including reasonable
attorneys&#146; fees), claims, liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">The Company covenants and agrees that, in the event of a Change in Control of the type
described in clause (C)&nbsp;of Section&nbsp;1(c), the Company will use its best efforts (a)&nbsp;to have the
obligations of the Company under this Agreement including, but not limited to those under Section
7, expressly assumed by the surviving, purchasing or succeeding entity, or (b)&nbsp;otherwise
obligations of the Company under this Agreement, in a manner reasonably acceptable to the
Indemnitee.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.&nbsp;<U>Establishment of Trust</U>. In the event of a Potential Change in Control, the
Company shall, upon written request by Indemnitee, create a trust (the &#147;Trust&#148; for the benefit of
Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an
amount sufficient to satisfy any and all Losses and Expenses which are actually paid or which
Indemnitee reasonably determines from time to time may be payable by the Company under this
Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by the Reviewing Party, in any case in which the Special Independent
Counsel is involved. The terms of the Trust shall provide that upon a Change in Control: (i)&nbsp;the
Trust shall not be revoked or the principal thereof invaded without the written consent of
Indemnitee; (ii)&nbsp;the trustee of the Trust shall advance, within 20&nbsp;days of a request by Indemnitee,
any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the Trust under the
circumstances under which Indemnitee would be required to reimburse the Company under Section&nbsp;4 (e)
of this Agreement); (iii)&nbsp;the Company shall continue to fund the Trust from time to time in
accordance with the funding obligations set forth above; (iv)&nbsp;the trustee of the Trust shall
promptly pay to Indemnitee all Losses and Expenses for which Indemnitee shall be entitled to
indemnification pursuant to this Agreement; and (v)&nbsp;all unexpected funds in the Trust shall revert
to the Company upon a final determination by a court of competent jurisdiction in a final decision
from which there is no further right of appeal that Indemnitee has been fully indemnified under the
terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.&nbsp;<U>No Presumption</U>. For purposes of this Agreement, the termination of any Claim by
judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea
of <U>nolo</U> <U>contendere</U>, or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by applicable law.


<P align="left" style="font-size: 12pt; text-indent: 8%">9.&nbsp;<U>Non-exclusivity, Etc</U>. The rights of Indemnitee hereunder shall be in addition to
any other rights Indemnitee may have under the Certificate of Incorporation, the Company&#146;s By-laws,
the Delaware General Corporation Law, any vote of stockholders or disinterested directors or
otherwise, both as to action in Indemnitee&#146;s official capacity and as to action in any other
capacity by holding such office, and shall continue after Indemnitee ceases to serve the Company as
a director, officer, employee, agent or fiduciary, for so long as Indemnitee shall be subject to
any Claim by reason of (or arising in part out of) an Indemnifiable Event. To the extent that a
change in the Delaware General Corporation Law (whether by statute or judicial decision) permits
greater indemnification by agreement than would be afforded currently under the Certificate of
Incorporation and this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change.


<P align="left" style="font-size: 12pt; text-indent: 8%">10.&nbsp;<U>Liability Insurance</U>. to the extent the Company maintains an insurance policy or
policies providing directors&#146; and officers&#146; liability insurance, Indemnitee, if an officer or
director of the Company, shall be covered by such policy or policies, in accordance with its or
their terms, to the maximum extent of the coverage available for any director or officer of the
Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">11.&nbsp;<U>Subrogation</U>. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Company effectively to bring suit
to enforce such rights.


<P align="left" style="font-size: 12pt; text-indent: 8%">12.&nbsp;<U>Partial Indemnity, Etc.</U> If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or portion of the Losses and Expenses of a
Claim but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover,
notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any or all Claims relating in whole or in part
to any Indemnifiable Event or in defense of any issue or matter therein, including dismissal
without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection
therewith.


<P align="left" style="font-size: 12pt; text-indent: 8%">13.&nbsp;<U>Contribution</U>. If the indemnification or reimbursement provided for hereunder is
finally judicially determined by a court of competent jurisdiction to be unavailable to Indemnitee
in respect of any Losses or Expenses of a Claim (other than for any reason specified in Section&nbsp;3
hereof), then the Company agrees, to the extent permitted by applicable law, in lieu of
indemnifying Indemnitee, to contribute to the amount paid or payable by Indemnitee as a result of
such Losses or Expenses in such proportion as is appropriate to reflect the relative benefits
accruing to the Company and Indemnitee with respect to the events giving rise to such Losses or
Expenses. If, however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law, then the Company agrees to contribute to the amount paid or payable by
Indemnitee as a result of such Losses or Expenses in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the Company and of Indemnitee with
respect to the events giving rise to such Losses or Expenses. For purposes of this Section&nbsp;13,
(i)&nbsp;the relative benefits accruing to the Company shall be deemed to be the benefits accruing to it
and to all of its directors, officers, employees and agents (other than Indemnitee), as a group and
treated as one person (the &#147;Company Group&#148;), and the relative benefits accruing to Indemnitee shall
be deemed to be an amount not greater than Indemnitee&#146;s compensation from the Company during the
first year in which the events giving rise to such Losses or Expenses are alleged to have occurred,
and (ii)&nbsp;the relative fault of the Company shall be deemed to be the fault of the Company Group,
and the relative fault of the Company and Indemnitee shall be determined by reference to the
relative intent, knowledge and access to information of the Company Group and Indemnitee and their
relative opportunity to have altered or prevented the events giving rise to such Losses or
Expenses.


<P align="left" style="font-size: 12pt; text-indent: 8%">14.&nbsp;<U>Liability of Company</U>. Indemnitee agrees that neither the stockholders nor the
directors nor any officer, employee, representative or agent of the Company shall be personally
liable for the satisfaction of the Company&#146;s obligations under this Agreement and Indemnitee shall
look solely to the assets of the Company for satisfaction of any claims hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">15.&nbsp;<U>Enforcement</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Indemnitee&#146;s right to indemnification and other rights under this Agreement shall be
specifically enforceable by Indemnitee only in the state or Federal courts of the States of
Delaware and shall be enforceable notwithstanding any adverse Determination by the Company&#146;s Board
of Directors, independent legal counsel, the Special Independent Counsel or the Company&#146;s
stockholders and no such Determination shall create a presumption that Indemnitee is not entitled
to be indemnified hereunder. In any such action the Company shall have the burden of proving that
indemnification is not required under this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;In the event that any action is instituted by Indemnitee under this Agreement, or to
enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid
all court costs and reasonable expenses, including reasonable counsel fees, incurred by Indemnitee
with respect to such action, unless the court determines that each of the material assertions made
by Indemnitee as a basis for such action was not made in good faith or was frivolous.


<P align="left" style="font-size: 12pt; text-indent: 8%">16.&nbsp;<U>Severability</U>. In the event that any provision of this Agreement is determined by
a court to require the Company to do or to fail to do an act which is in violation of applicable
law, such provision (including any provision within a single section, paragraph or sentence) shall
be limited or modified in its application to the minimum extent necessary to avoid a violation of
law, and, as so limited or modified, such provision and the balance of this Agreement shall be
enforceable in accordance with their terms to the fullest extent permitted by law.


<P align="left" style="font-size: 12pt; text-indent: 8%">17.&nbsp;<U>Governing Law</U>. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware applicable to agreements made and to be performed entirely
within such State.


<P align="left" style="font-size: 12pt; text-indent: 8%">18.&nbsp;<U>Consent to Jurisdiction</U>. The Company and Indemnitee each hereby irrevocably
consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection
with any action or proceeding which arises out of or relates to this Agreement and agrees that any
action instituted under this Agreement shall be brought only in the state and Federal courts of the
State of Delaware.


<P align="left" style="font-size: 12pt; text-indent: 8%">19.&nbsp;<U>Notices</U>. All notices or other communications required or permitted hereunder
shall be sufficiently given for all purposes if in writing and personally delivered, telegraphed,
telexed, sent by facsimile transmission or sent by registered or certified mail, return receipt
requested, with postage prepaid addressed as follows, or to such other address as the parties shall
have given notice of pursuant hereto:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;If to the Company, to:


<P align="left" style="font-size: 12pt; text-indent: 12%">PLATO Learning, Inc.


<P align="left" style="font-size: 12pt; text-indent: 12%">10801 Nesbitt Avenue South


<P align="left" style="font-size: 12pt; text-indent: 12%">Bloomington, MN 55437


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If to Indemnitee, to:


<P align="left" style="font-size: 12pt; text-indent: 8%">20.&nbsp;<U>Counterparts</U>. This Agreement may be signed in counterparts, each of which shall
be an original and all of which, when taken together, shall constitute one and the same instrument.


<P align="left" style="font-size: 12pt; text-indent: 8%">21.&nbsp;<U>Successors and Assigns</U>. This Agreement shall be (i)&nbsp;binding upon all successors
and assigns of the Company, including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business and/or assets of the
Company, and (ii)&nbsp;binding upon and inure to the benefit of any successors and assigns, heirs, and
personal or legal representatives of Indemnitee.


<P align="left" style="font-size: 12pt; text-indent: 8%">22.&nbsp;<U>Amendment; Waiver</U>. No amendment, modification, termination or cancellation of
this Agreement shall be effective unless made in a writing signed by each of the parties hereto.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.


<P align="left" style="font-size: 12pt; text-indent: 8%">IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as of the day and
year first above written.


<P align="left" style="font-size: 12pt; text-indent: 23%">PLATO LEARNING, INC.

<DIV align="center">
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    <TD colspan="9" align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;By:<BR></TD>
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    <TD colspan="5" align="left">&nbsp;&nbsp;&nbsp;(Indemnitee)<BR></TD>
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