Exhibit 10.10
STOCK UNIT AGREEMENT UNDER THE SCHOLASTIC
CORPORATION
2001 STOCK INCENTIVE PLAN
This
Agreement (the “Agreement”) is entered into as
of
, by and between
Scholastic Corporation (the “Company”)
and
(the
“Participant”).
W I T N E S S E T H:
WHEREAS
, the Company has adopted the
Scholastic Corporation 2001 Stock Incentive Plan (the
“Plan”), which is administered by a Committee appointed
by the Company’s Board of Directors (the
“Committee”); and
WHEREAS,
pursuant to Section 3.3 of the Plan,
the Committee also adopted guidelines for the grant of Stock Units
under the Plan (the “Guidelines”), which constitute an
Other Stock-Based Award under the Plan.
NOW,
THEREFORE , for and in
consideration of the mutual promises herein contained, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:
1.
Grant of Stock Units .
Subject
to the restrictions and other conditions set forth herein, the
Committee has authorized this grant of Stock Units on _____________
(the “Grant Date”).
2.
Vesting and Payment .
(a)
Except as provided in Section 2(c) of this Agreement, 25% of the
Award of Stock Units shall vest on a date that is thirteen months
after the Grant Date (“Initial Vesting Date”) and an
additional 25% of such Award of Stock Units shall vest on each
succeeding anniversary of the Grant Date, provided that the
Participant is continuously employed by the Company or any of its
Affiliates (including any period during which the Participant is on
leave of absence or any other break in employment in accordance
with the Company’s policies and procedures) on each
applicable vesting date.
(b)
Except as provided in Section 2(c) and Section 2A.4 of this
Agreement, a share of Common Stock shall be distributed with
respect to each vested Stock Unit on the applicable vesting
date.
(c)
Upon a Termination of Employment or Termination of Consultancy (as
applicable) by the Participant for Good Reason (which termination
complies with the Guidelines’ notice, remedial period and
timing of termination for Good Reason provisions), by the Company
without Cause or as a result of the Participant’s death or
Disability, all outstanding unvested Stock Units shall immediately
vest and a share of Common Stock with respect to each Stock Unit
shall be distributed within ninety
1
Exhibit 10.10
(90) days following such
termination; provided, however, that, if a Participant has
made a deferral election with respect to such Award, the foregoing
accelerated vesting and
2
payment provisions shall not
apply to the Award if the Participant’s Termination of
Employment or Termination of Consultancy (as applicable) under the
circumstances described herein occurs on or before the Initial
Vesting Date; provided, further, however, that, the
foregoing accelerated vesting and payment provisions shall apply to
any unvested Stock Units covered by such Award if the
Participant’s Termination of Employment or Termination of
Consultancy (as applicable) under the circumstances described
herein occurs after the Initial Vesting Date. Upon a Termination of
Employment or Termination of Consultancy (as applicable) by reason
of a Participant’s Retirement after the Initial Vesting Date
of an Award, for a period of three years from the date of such
Termination of Employment or Termination of Consultancy, unvested
Stock Units will continue to vest and shares of Common Stock with
respect to such Stock Units shall be distributed on the applicable
vesting dates in accordance with the vesting schedule that would
have been in effect but for the Termination of Employment or
Termination of Consultancy; provided, however, that the foregoing
provisions shall not apply if the Termination of Employment or
Termination of Consultancy shall occur prior to the Initial Vesting
Date of the Award. Notwithstanding the foregoing, to the extent
required by Section 409A of the Code and the Treasury Regulations
upon a Termination of Employment or Termination of Consultancy
(other than as a result of death) of a Specified Employee,
distributions determined, in whole or in part, to constitute
“nonqualified deferred compensation” within the meaning
of Section 409A of the Code shall be delayed until six months after
such Termination of Employment or Termination of Consultancy if
such termination constitutes a “separation from
service” (within the meaning of Section 409A(a)(2)(A)(i) of
the Code and the Treasury regulations issued thereunder) and such
distributio
