Summary of SKILLSOFT PUBLIC LIMITED CO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On May 29, 2009, the compensation committee of the Board of Directors of SkillSoft Public Limited Company established a cash incentive compensation program for the fiscal year ending January 31, 2010 for Charles E. Moran, Jerald
A. Nine, Thomas J. McDonald, Mark A. Townsend and Colm M. Darcy, SkillSoft's "named executive officers" (within the meaning of SEC rules) for the fiscal year ended January 31, 2009. A summary of the cash incentive compensation program is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The fiscal 2010 incentive compensation program reflects the compensation committee's decision to set total cash compensation (base salary and target bonus) for each named executive officer at approximately the 75th percentile of the benchmarking peer group, rather than the 50th percentile as has been the compensation committee's philosophy in recent years. The compensation committee implemented this overall increase in cash compensation solely through increases in the target bonuses of the named executive officers. The compensation committee did not increase the base salaries of the named executive officers for fiscal 2010, which remain targeted at or below the 25th percentile of the benchmarking peer group. To increase the incentive for financial outperformance and reflecting the fact that a greater percentage of management's cash compensation is "at risk" rather than guaranteed in the form of base salaries, the compensation committee increased the maximum percentage of the target bonus that could be paid under the fiscal 2010 incentive compensation program if the company achieved excellent performance.