Advantage Learning Systems, Inc.
Exhibit 10.2 - 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 The Institute for Academic
TAX INDEMNIFICATION AGREEMENT
THIS TAX INDEMNIFICATION AGREEMENT, dated as of this 29th day of August, 1997, is entered into
by Institute for Academic Excellence, 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 held all of the outstanding shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock") prior to January 2,1997.
WHEREAS, the Company has elected to be taxed as an S corporation under the Code.
WHEREAS, the Company's parent, Advantage Learning Systems, Inc., 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 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 Stockhol