Exhibit 10.2
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 (as amended to date, 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
has also adopted guidelines for the grant of Stock Units under the
Plan (as amended to date, 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:
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1.
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Grant of Stock
Units .
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Subject
to the restrictions and other conditions set forth herein, the
Committee has authorized this grant of Stock Units on _____________
(the “Grant Date”).
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2.
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Vesting and
Payment .
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(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.
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(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.
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(c) Upon
a Termination of Employment or Termination of Consultancy (as
applicable) 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 (90) days following such
termination; provided, however, that, if a Participant has
made a deferral election
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with respect to such Award, the
foregoing accelerated vesting and 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 by reason of a Participant’s Retirement, for a
period of three years from the date of such Termination of
Employment, 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; provided, however , that if a
Participant has made a deferral election with respect to such
Award, the foregoing provisions shall not apply to the Award if the
Participant’s Termination of Employment under the
circumstances described herein occurs on or before the Initial
Vesting Date; provided, further, however , that the
foregoing provisions shall apply to any unvested Stock Units
covered by such Award if the Participant’s Termination of
Employment under the circumstances described herein occurs after
the Initial Vesting Date. 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
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