Exhibit 10.4
SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE
PLAN
Non-Qualified Stock Option
Agreement
Effective
as of ______________ (the “Grant Date”), SCHOLASTIC
CORPORATION, a Delaware corporation (the “Company”),
hereby grants to ___________________ (the “Optionee”) a
non-qualified option (the “Option”) to purchase
_______________ (______) shares of common stock, par value $.01, of
the Company (the “Common Stock”), at an exercise price
of $_____ and on the terms set forth herein, and in all respects
subject to the terms and provisions of the Scholastic Corporation
2001 Stock Incentive Plan (as amended to date, the
“Plan”), which terms and provisions are incorporated by
reference herein. Unless the context herein otherwise requires, the
terms defined in the Plan shall have the same meanings in this
Agreement.
1.
Terms of Option Grant and Exercise. Subject to the
provisions of the Plan and this Agreement, the Option shall not be
exercised prior to the first anniversary date of this Agreement.
The Option shall vest, and become exercisable, at the rate of 25%
per year beginning one year from the date of grant, except that the
minimum number of options that can vest per year is 1,000 (or the
total amount of the grant, if less than 1,000). 1 Once
exercisable, subject to the provisions of the Plan and this
Agreement, the Option may be exercised, in whole or in part,
pursuant to the notice and payment procedures then in effect as
established by the Company, in its sole discretion. Any written
notice of exercise by Optionee shall be irrevocable. The Option may
not be exercised if the issuance of the Common Stock would
constitute a violation of any applicable federal, state or foreign
securities laws or regulations. The Option may not be exercised
with respect to a fractional share of Common Stock.
The Option shall cease to be
exercisable ten years after the date of grant (the
“Expiration Date”), unless earlier terminated or
extended, as the case may be, pursuant to the provisions of the
Plan and this Agreement, including, but not limited to, the
provisions of Section 3 hereof.
2.
Termination of Employment of an Optionee.
(a)
Death or Disability . In the event of the Optionee’s
death or Disability while the Option is outstanding, the
unexercised portion of the Option shall become immediately vested
on the date of death or Disability and may be exercised in full by
the Optionee, or his or her estate, personal representative or
other legally appointed representative, at any time until the first
anniversary of the date of such death or Disability, but in no
event beyond the Expiration Date of the Option, if
earlier.
(b)
Retirement. In the event of the Optionee’s Retirement,
the Option shall continue to vest and may be exercised by the
Optionee within three (3) years after the date of such retirement,
but in no event beyond the Expiration Date of the Option, if
earlier.
(c)
Involuntary Termination Without Cause. In the event an
Optionee’s Termination of Employment is involuntary by the
Company (or an Affiliate) other than a Termination of Employment
for Cause, the Option, to the extent vested on the date of such
Termination of Employment, may be exercised by the Optionee within
ninety (90) days after the date of such Termination of Employment,
but in no event beyond the Expiration Date of the Option, if
earlier.
(d)
Termination for Cause or for Any Reason Other than Death,
Disability, Retirement or Involuntary Termination Without
Cause. In the even
