SCHOLASTIC CORPORATION 1997 OUTSIDE DIRECTORS'
STOCK OPTION PLAN
(Amended and Restated as of May 25, 1999)
1. Name and General Purpose
The name of this plan is the Scholastic Corporation 1997 Outside Directors' Stock Option Plan (the "Plan"). The
Plan was originally adopted effective September 16, 1997 and was subsequently amended and restated as of
May 25, 1999. The purpose of the Plan is to attract and retain the services, for the benefit of Scholastic
Corporation, a Delaware corporation (the "Company"), of experienced and knowledgeable directors who are
not employees of the Company ("Outside Directors") and to provide an additional incentive for such Outside
Directors through continuing ownership of the common stock, par value $.0l per share, of the Company (the
2. Automatic Option Grants to Outside Directors
Subject to the provisions of Section 13 hereof, each individual (other than any director electing not to participate
hereunder) who is, as of each January 7 (or, if such date is not a business day, as of the next succeeding business
day) occurring after the effective date of the Plan, an incumbent Outside Director, excluding Directors Emereti,
shall automatically be granted, as of each such January 7 (or, if applicable, the next succeeding business day), an
option to purchase 3,000 shares of Common Stock at a price per share equal to 100% of the Fair Market Value
of the Common Stock on such date.
For purposes of this Section 2, "Fair Market Value" shall mean the average of the high and low selling prices of
the Common Stock on the date on which the Common Stock is to be valued hereunder, or, if none, on the last
preceding date prior to such date on which such prices were quoted, as reported by the Automated Quotation
System of the National Association of Securities Dealers, Inc. ("NASDAQ"). All options granted under the Plan
shall be non-qualified stock options.
3. Exercise of Options
Subject to the provisions of Section 5 hereof, an option