Agreement by and between Lisa Holton, who resides at 35 Prospect Park West, #14B, Brooklyn, New York
11215, and Scholastic Inc. (the "Company"). This Agreement shall be effective as of the last date of signing
1. This Agreement confirms our understanding that, in the event the Company terminates your employment, other
than for cause, prior to May 23, 2007, you shall receive a lump sum payment, in lieu of severance, equivalent to
six (6) months of salary, at your then current base salary.
2. You understand that this Agreement constitutes the complete understanding between the Company and you,
and supersedes any and all agreements, understandings, and discussions, whether written or oral, between you
and the Company with regard to the subject hereof. No other promises or agreements shall be binding unless in
writing and signed by both the Company and you after the effective date of this Agreement.
Signature: /s/ Lisa Holton Date: August 2, 2006
By: /s/ Peter Watts Date: August 2, 2006
Name: Peter Watts
Title: Senior Vice President, Corporate Human Resources