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

On July 10, 2012, the Compensation Committee of the Board of Directors for Cambium Learning Group, Inc. (the "Company") approved an incremental performance-based incentive compensation opportunity (the "Opportunity") for the Principal Financial Officer. The Opportunity includes a number of financial and operational performance criteria based on the reengineering and restructuring plan previously announced by the Company. Specifically these criteria cover the successful integration of a new sales technology tool, improvements to online sales channels, outsourcing warehousing and distribution to a third party provider, and implementing the planned facilities rationalization. The opportunity provides for bonus compensation of up to $50,000 for satisfaction of all financial and operational performance criteria.

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