2007 OUTSIDE DIRECTORS’ STOCK INCENTIVE PLAN
Restricted Stock Unit Agreement
SCHOLASTIC CORPORATION , a Delaware corporation (the “Company”), hereby grants to
______________________ (the “Outside Director”) One Thousand Two Hundred (1,200) Restricted Stock Units in respect of
shares of common stock, par value $.01 per share, of the Company (the “Common Stock”), in all respects subject to the terms
and provisions of the Scholastic Corporation 2007 Outside Directors’ Stock Incentive Plan (the “Plan”), which terms and
provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall
have the same meanings in this Agreement.
1. Grant Date. The Restricted Stock Units are granted effective as of September __, 20__ (“Grant Date”).
2. Vesting and Payment. The Restricted Stock Units shall vest and shares of Common Stock shall be issued to the Outside
Director in settlement thereof as follows:
(a) Except as provided in Section 2(c) of this Agreement, 100% of the Restricted Stock Units granted by this
Agreement shall vest on September __, 20__, the expiration of the twelve (12) month period beginning on the Grant Date,
provided that the Outside Director shall have continuously served as an Outside Director of the Company from the Grant Date
through the date of vesting.
(b) One share of Common Stock shall be issued to the Outside Director with respect to each vested Restricted Stock
Unit on the vesting date of the Restricted Stock Units. The certificate or certificates for the Common Stock issued to the Outside
Director shall be registered in the name of the Outside Director and may bear a legend as required under the Plan and/or under
(c) In the event that an Outside Director shall cease to serve as an Outside Director prior to expiration of the twelve
(12) month period beginning on the Gra