2 007 OUTSIDE DIRECTORS’ STOCK INCENTIVE PLAN
Stock Option Agreement
SCHOLASTIC CORPORATION , a Delaware corporation (the “Company”), hereby grants to
______________________ (the “Outside Director”) an option (the “Option”) to purchase three thousand (3,000) shares of
common stock, par value $.01 per share, of the Company (the “Common Stock”), at the price and on the terms set forth herein,
and 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. Date of Grant; Term of Option. The Option is granted effective as of September __, 20__. The term of the Option is ten
years from the date of grant.
2. Option Exercise Price. The exercise price of the Option is $____ per share, which price is the Fair Market Value per
share on the date of grant.
3. Exercise of Option. The Option shall be exercisable only during its term and only in accordance with the terms and
provisions of the Plan and this Agreement as follows:
(a) Right to Exercise. The Option shall not be exercisable until September __, 20__, the expiration of the twelve (12)-
month period beginning on the date of grant.
(b) Method of Exercise. The Option shall be exercisable by written notice to the Company specifying the number of
shares of Common Stock in respect to which the Option is being exercised and by following the procedures established by the
Company and its designated record keeper in effect at the time of exercise. The certificate or certificates for the Common Stock
as to which the Option shall be exercised shall be registered in the name of the Outside Director and may bear a legend as
required under the Plan and/or under applicable