DEFERRED C0MPENSATION AGREEMENT
THIS AGREEMENT is made and entered into in the City of New York, State of New York, this 31st day of
July, 1989, by and between Scholastic Inc., a New York corporation ("Scholastic"), and Ernest Fleishman, an
individual residing in the State of Connecticut ("Employee").
This Agreement is being entered into between the parties in connection with the commencement of the
employment of the Employee by Scholastic. The parties desire to provide for certain elective deferrals of salary
by the Employee on the terms and conditions herein set forth.
IN CONSIDERATION of the foregoing and the mutual agreements herein, the parties agree as follows:
1. An amount of salary which but for this Agreement would be payable to the Employee for his services
performed for Scholastic on and after the date of this Agreement and prior to the Initial Disbursement Date (as
such term is defined by Paragraph 5 hereof) shall instead be credited to an Account (as such term is defined by
Paragraph 7 hereof).
The Account shall be credited with the salary so deferred at the annual rate of $25,000 per annum in level
amounts at the end of each regular pay period of Scholastic during which the Agreement remains in effect.
On the first day of each year after the date of this Agreement, Scholastic shall credit to the Account as interest an
additional amount at the rate equal to the average 30 year treasury bonds as of the last day of each month of the
preceding year as reported in THE NEW YORK TIMES multiplied by the average monthly balance of the
account during the preceding year. (See attached example.)
2. Payment under the terms of this Agreement of salary and additional amounts credited to the Account as
interest shall not commence until the Initial Disbursement Date and shall be made in quarterly installments over a
(15) year period following the Initial Disbursement Date. The Initial Disbursement Date shall be the Employee's
retirement date, date of termination