STOCK UNIT AGREEMENT UNDER THE
SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN
This Agreement (the “Agreement”) is entered into as of the ___ day of ____________ , 20__, by and between Scholastic
Corporation (the “Company”) and _______________ (the “Participant”).
W I T N E S S E T H :
WHEREAS , the Company has adopted the Scholastic Corporation 2001 Stock Incentive Plan (the “Plan”), which is
administered by a Committee appointed by the Company’s Board of Directors (the “Committee”); and
WHEREAS, pursuant to Section 3.3 of the Plan, the Committee also adopted guidelines for the grant of Stock Units under
the Plan (the “Guidelines”), which constitute an Other Stock-Based Award under the Plan.
NOW, THEREFORE , for and in consideration of the mutual promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Grant of Stock Units .
Subject to the restrictions and other conditions set forth herein, the Committee has authorized this grant of __________
Stock Units on _____________, 20__ (the “Grant Date”).
2. Vesting and Payment .
(a) Except as provided in Section 2(c) of this Agreement, 25% of the Award of Stock Units shall vest on a date that is
thirteen months after the Grant Date (“Initial Vesting Date”) and an additional 25% of such Award of Stock Units shall vest on
each succeeding anniversary of the Grant Date, provided that the Participant is continuously employed by the Company or any
of its Affiliates (including any period during which the Participant is on leave of absence or any other break in employment in
accordance with the Company’s policies and procedures) on each applicable vesting date.
(b) Except as provided in Section 2(c) and Section 2A.4 of this Agreement, a share of Common Stock shall be
distributed with respect to each vested Stock Unit as soon as practicable f