AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is executed as of the 31 of December 2008,
by and between Rachel McKinney (“Employee”) and School Specialty, Inc. (the “Company”). Capitalized terms used herein
which are not otherwise defined have the same meaning as in the Employment Agreement between the Company and the
Employee dated as of August 28, 2007 (the “Employment Agreement”).
The Company and Employee have entered into the Employment Agreement.
The Company and Employee wish to amend the Employment Agreement so that payments of severance thereunder upon a
qualifying termination of employment will not be subject to penalty or interest under the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other authority promulgated pursuant to
Section 409A of the Code (jointly, the “Section 409A Authority”).
NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and Employee (jointly,
the “Parties”), the Parties agree as follows:
1. Definition of Termination without Cause . For all purposes of the Employment Agreement, Employee’s employment shall
be treated as if it were terminated without Cause if (a) the termination meets the definitions of “separation from service” and
“involuntary separation from service” as set forth in Treas. Reg. §1.409A-1(h)(1) and (n)(1), respectively, and (b) the Company
did not have Cause, as defined in the Employment Agreement, for terminating Employee’s employment.
2. “Specified Employee” Delay in Payments . Notwithstanding anything to the contrary contained in the Employment
Agreement or this Amendment, if (a) Employee is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i), and
(b) any amounts or benefits to be paid to the Employee upon termination of employme