Advantage Learning Systems, Inc.
Exhibit 10.1 - Tax Indemnification Agreement dated as of August 29, 1997 between Terrance Paul, Judith Paul,
Mark J. Bradley as Trustee of the Terrance and Judith Paul Descendants' Trust, and Advantage Learning
TAX INDEMNIFICATION AGREEMENT
THIS TAX INDEMNIFICATION AGREEMENT, dated as of the 29th day of August, 1997, is entered into by
Advantage Learning Systems, Inc., a Wisconsin corporation (the "Company"), and Judith A. Paul, Terrance D.
Paul and Mark J. Bradley, as Trustee of the Terrance and Judith Paul Descendants' Trust (individually, a
"Stockholder" and collectively, the "Stockholders");
WHEREAS, the Stockholders hold all of the outstanding shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock").
WHEREAS, the Company has elected to be taxed as an S corporation under the Code.
WHEREAS, the Company is now contemplating offering and selling shares of its Common Stock to the public
(the "Public Offering").
WHEREAS, the Company plans, just prior to the completion of the Public Offering, to terminate its S
WHEREAS, after the termination of the Company's S corporation election, the Stockholders individually will
continue to be liable for their own federal, state, and local income taxes on the Company's Tax Items that pass
through to the Stockholders under the provisions of Subchapter S of the Code and any similar provisions of state
and local law for all periods prior to the time the Company ceases to be an S Corporation.
NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which hereby are
acknowledged, the parties agree as follows:
The purpose of this Agreement is to set forth the agreement of the Company and its Stockholders with respect to
certain adjustments to the federal, state and local personal income tax liability of the Stockholders attributable to
the Tax Items of the Company that pass through to the S