Restricted Unit Agreement

Exhibit 10.1 RENAISSANCE LEARNING, INC.
RESTRICTED STOCK UNIT AGREEMENT
[ For use with grants to non-employee directors ] This Restricted Stock Unit Agreement (this " Agreement" ), entered into as of " Date ," is between Renaissance Learning, Inc., a Wisconsin corporation (the " Company" ), and " Name" (the " Participant" ).W I T N E S S E T H: WHEREAS, the Board of Directors of the Company has established the 1997 Stock Incentive Plan (the " Plan" ) for employees and non-employee directors of the Company and its affiliates; and WHEREAS, the Company anticipates that the Plan will promote the best interests of the Company and its shareholders (i) by providing participants with an opportunity to acquire a proprietary interest in the Company thereby providing them with a stronger incentive to strive for the continued success and growth of the Company, and (ii) by aiding the Company to attract and retain key personnel and non-employee directors; and WHEREAS, the Company has granted to the Participant the right to participate in the Plan in the manner and subject to the terms provided in this Agreement and the Plan. NOW, THEREFORE, in consideration of the benefits that the Company expects to be derived in connection with the services to be hereafter rendered to it or its affiliates by the Participant, the Company and the Participant hereby agree as follows: 1. Provisions of Plan Control . This Agreement shall be governed by the provisions of the Plan, the terms and conditions of which are incorporated herein by reference. The Plan empowers the Compensation Committee to make and amend interpretations, rules and regulations thereunder, and, in general, provides that determinations of such Committee with respect to the Plan shall be binding upon the Participant. Unless otherwise provided herein, all capitalized words in this Agreement shall have the ...