Grants of Stock Units (as defined below) under the Scholastic Corporation 2001 Stock Incentive Plan (the
“Plan”) shall be subject to, and governed by, the provisions set forth in these guidelines, the Plan (including,
without limitation, Article VIII) and the applicable Award Agreement. An Award of Stock Units shall constitute
an Other Stock-Based Award under the Plan. Unless otherwise indicated, any capitalized term used but not
defined in these guidelines shall have the meaning ascribed to such term in the Plan.
To the extent applicable, these guidelines are intended to comply with the applicable requirements of Section
409A of the Code (and the regulations thereunder) and shall be limited, construed and interpreted in a manner so
as to comply therewith.
The Company initially adopted these guidelines effective as of September 20, 2004. The Company hereby
amends and restates these guidelines effective as of May 25, 2006 in order to include a deferral feature that
complies with the requirements of Section 409A of the Code. These guidelines apply to Stock Units granted on
or after May 25, 2006 to the extent that such Awards permit deferrals. In addition, these guidelines apply to a
portion of the Stock Units granted on September 20, 2004, as provided in Section 4.1(a) below. These
guidelines are part of the Plan and shall expire in accordance with Article XIV thereof.
1. Definitions . For purposes of these guidelines, the following definitions shall apply:
1.1. “Cause” means, solely for purposes of the grant of Stock Units and notwithstanding the definition of
Cause in the Plan: (a) in the case where there is no employment agreement, consulting agreement, change in
control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the
time of the grant of the Stock Unit (or where there is such an agreement but it does not define “cause” (or words
of like import)) any of the following as determined by