THIS EMPLOYMENT AGREEMENT (“Agreement”) is executed as of this 28 day of August 2007, by and between Rachel
McKinney (“Employee”) and School Specialty, Inc. (the “Company”).
The Company desires to employ Employee, and Employee desires to be employed by the Company, on the terms and
conditions set forth herein.
As a result of Employee’s employment with the Company, Employee will have access to and be entrusted with valuable
information about the Company’s business and customers, including trade secrets and confidential information; and
The parties believe it is in their best interests to make provision for certain aspects of their relationship during and after the
period in which Employee is employed by the Company.
NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and
Employee (“Parties”), the Parties agree as follows:
1.1 Position and Duties . Employee shall be employed in the position of Executive Vice President and Chief Human
Resources Officer, for the “Company” and shall be subject to the authority of, and shall report to, the Company’s Chief
Executive Officer. Employee’s duties and responsibilities shall include all those customarily attendant to the position of
Executive Vice President and Chief Human Resources Officer, and such other duties and responsibilities as may be assigned
from time to time by the Company’s Chief Executive Officer. Employee shall devote Employee’s entire business time, attention
and energies exclusively to the business interests of the Company while employed by the Company except as otherwise
specifically approved in writing by or on behalf of the Chief Executive Officer
1.2 Term of Employmen t. The Company employs Employee, and Employee accepts employment by the Company, for the
period commencing on the dat