Exhibit 10.2
AGREEMENT AND GENERAL RELEASE
Agreement and General Release
(“Agreement”), by and between Mary A. Winston
(“Employee” or “you”), and Scholastic Inc.
(the “Company”).
1. You acknowledge that effective January 22,
2007, or earlier if requested (the “Resignation Date”),
you shall resign your position as an Officer of Scholastic Inc. and
Scholastic Corporation and your position as Executive Vice
President, Chief Financial Officer and Chief Accounting Officer.
After the Resignation Date, you shall not represent yourself as
being an officer of the Company or its affiliates for any purpose.
Following the Resignation Date, you shall continue your employment
with the Company on special assignment until July 21, 2007 unless
sooner terminated as provided herein (the “Employment
Period”). On the last day of the aforementioned Employment
Period, your employment shall terminate, including for purposes of
participation in and coverage under all benefit plans and programs
sponsored by or through the Company Entities (as herein defined),
except for those benefits to which you may be entitled following
the Employment Period. You acknowledge and agree that the Company
Entities shall have no obligation to rehire you, or to consider you
for employment, after the conclusion of the Employment Period. You
acknowledge that the representations in this paragraph constitute a
material inducement for the Company to provide the payment(s) to
you pursuant to paragraph 2 of this Agreement.
2. Following
the Effective Date of this Agreement and in exchange for your
waiver of claims against the Company Entities and compliance with
other terms and conditions of this Agreement, the Company
agrees:
(a) You
shall continue your employment with the Company on special
assignment through the Employment Period. Your title shall be
Executive Consultant, Finance, and you shall report directly to
Dick Robinson. Your duties shall include assisting in the
preparation of the Company’s financial statements,
transitioning your former responsibilities to your successor,
assisting in the Company’s budget process, advising on
special projects, and other duties as may be assigned of a nature
consistent with the duties of a senior executive officer. The
Company will consult with you about proposed assignments. Your
salary, effective as of the first date of the Employment Period,
shall be payable at the monthly rate of $47,895 per month. You
agree to provide services from time to time (the dates and times of
which shall be mutually agreed upon in good faith by you and the
Company) at a level at least equal to 20% of the services rendered
by you for the Company during your period of employment. During the
Employment Period, (a) business expenses will be reimbursed in
accordance with Company policy, and (b) you shall have access
to/use of Company voicemail and email, an office in the
Company’s New Jersey office, an administrative assistant, and
your Company-issued blackberry, laptop and such other business
materials as may be reasonably necessary for the performance of
your work for the Company during the Employment Period. Your place
of employment shall be the Company’s New Jersey office.
Subject to the non-competition and confidentiality provisions in
paragraphs 7 and 9 of this Agreement, you may commence employment
with another entity on or after April 22, 2007, and in that event
the Employment Period shall terminate and you shall be
paid in a lump sum as soon as
practicable after such termination, the total remaining sum that
otherwise would have been paid to you as salary during the
Employment Period under paragraph 2(a) had your employment with the
Company continued through July 21, 2007.
(b)
To continue to pay the cost of
medical, dental and vision benefit coverage during the Employment
Period to the same extent as prior to the Resignation Date, with
Employee to pay an amount equal to the employee share of the cost
of such coverage under the Company’s group medical plan as in
effect from time to time. Coverage under the Company’s group
medical plan shall cease if, prior to the expiration of the
Employment Period, Employee obtains employment with another entity
and that entity provides medical, dental and vision benefits
coverage similar to that provided by the Company. After the
Employment Period, to the extent eligible, you may purchase
continuation medical benefits under the federal law known as
COBRA.
(c) That
you will continue to be eligible to participate in the
Company’s 401(k) plan, pension plan, and flexible spending
plan through the Employment Period. Deductions will be taken from
bi-weekly pay.
(d) The
Company will make available to you, at the Company’s expense,
out-placement benefits for six months at an out-placement firm to
be mutually agreed upon by the parties.
(e) The
Company will recommend to the committee that administers the
Company’s 2001 Stock Incentive Plan that (i) it fully
accelerate the vesting of the stock option grant made to you on
September 19, 2006 to purchase 25,000 shares of the Company’s
stock, and (ii) it extend the exercisability of all stock option
awards granted to you through December 31, 2007.
(f) The
Company will recommend to the committee that administers the
Company’s Management Stock Purchase Plan that it fully
accelerate the vesting of restricted stock unit awards made to you
under such plan, which awards shall be distributed to you as
follows: (i) the grant of 3,316 restricted stock units effective
September 1, 2005 shall be distributed as soon as practical after
September 1, 2008, and (ii) the grant of 994 restricted stock units
effective September 1, 2006 shall be distributed as soon as
practicable after September 1, 2009.
(g) To
pay you severance pay and consideration for the covenants made by
you in this Agreement in accordance with the terms set forth in
Schedule A, attached hereto and incorporated by
reference.
Nothing contained in this Agreement
shall limit the right of the Company at any time to amend, modify,
cancel or administer any of the employee benefit programs, plans or
compensation arrangements in which you participate (other than this
Agreement).
3. You
acknowledge and agree that the payments and other benefits provided
pursuant to this Agreement: (i) are in full discharge of any and
all liabilities and obligations of the Company and the Company
Entities to you, monetarily or with respect to compensation and
employee benefits or otherwise, including but not limited to any
and all obligations arising under
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any alleged written or oral
employment agreement, policy, plan, or practice or procedure of the
Company and/or any alleged understanding or arrangement between you
and the Company and the Company Entities; (ii) exceed any payment,
benefits, or other thing of value to which you might otherwise be
entitled under any policy, plan, practice or procedure of the
Company and/or any agreement between you and the Company and the
Company Entities; and (iii) are being made to you, and you are
accepting such payments and benefits, as consideration for your
release of claims and other agreements made by you in this
Agreement. You agree that no other payments or benefits are due and
owing to you from the Company and the Company Entities.
4.
(a) In consideration for the
payments and benefits to be provided you pursuant to paragraph 2
above, you, for yourself and for your heirs, executors,
administrators, trustees, legal representatives, successors and
assigns (hereinafter referred to collectively as
“Releasors”), forever release and discharge the Company
and its past, present and future shareholders, parent entities,
subsidiaries, divisions, affiliates and related business entities,
successors and assigns, assets, employee benefit plans or funds,
and, in their capacity as such, any of its or their respective
past, present and/or future directors, officers, fiduciaries,
agents, trustees, administrators, employees, consultants and
assigns, whether acting on behalf of the Company or in their
individual or fiduciary capacities (collectively the “Company
Entities”) from any and all claims, demands, causes of
action, fees and liabilities of any kind whatsoever, whether known
or unknown, which you ever had, now have, or may have against any
of the Company Entities by reason of any act, omission,
transaction, practice, plan, policy, procedure, conduct,
occurrence, or other matter up to and including the date on which
you sign this Agreement. This release does not extend to any
workers’ compensation claims that were not known to you as of
the date on which you sign this agreement or to any indemnification
rights you may have by virtue of your employment with the Company.
The Company and the Company Entities agree to release you, your
heirs, executors, administrators, trustees, legal representatives,
successors and assigns from and against any and all claims arising
out of or related to your employment and/or separation with the
Company insofar as such claims are based on acts or omissions as to
which the Company has actual knowledge as of the date of this
Agreement.
(b) Without
limiting the generality of the foregoing, this Agreement is
intended to and shall release the Company Entities from any and all
claims, whether known or unknown, which Releasors ever had, now
have, or may have against the Companies Entities arising out of
your employment and/or your separation from that employment,
including, but not limited to: (i) any claim under the Age
Discrimination in Employment Act, The Older Workers Benefit
Protection Act, Title VII of the Civil Rights Act of 1964, as
amended, the Americans with Disabilities Act, as amended, the
Family and Medical Leave Act of 1993, as amended, the Employee
Retirement Income Security Act of 1974, as amended, (excluding
claims for accrued, vested benefits under any employee benefit or
pension plan of the Company Entities, subject to the terms and
conditions of such plan and applicable law), the Worker Adjustment
and Retraining Notification Act, as amended, (ii) any claim under
the New York State Human Rights Law, the New York State Labor Law,
New York State Wage and Hour Laws, the New York State Executive
Law, the New York City Administrative Code, the New York State
Constitution, the New Jersey Law Against Discrimination, the New
Jersey Conscientious Employee Protection Act, the New Jersey Family
Leave Act, and the New Jersey State Constitution (iii) any claim
arising under certain agreements between Employee and the Company
dated January 21, 2004 and August 5, 2005, (iv) any other claim
arising out of or related to any constitution, statute,
civil
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or common law or treaty of any
confederation of nations, country or political subdivision thereof,
including without limitation, the United States of America and the
State and City of New York, the State of New Jersey, and all other
jurisdictions domestic and foreign, relating to your employment,
the terms and conditions of such employment, your separation from
such employment, and/or any of the events relating directly or
indirectly to or surrounding your separation from employment,
including but not limited to breach of contract (express or
implied), wrongful discharge, detrimental reliance, defamation,
emotional distress or compensatory or punitive damages; and (v) any
claim for attorneys’ fees, costs, disbursements and/or the
like. Nothing in this Agreement shall be a waiver of claims that
may arise after the date on which you sign this
Agreement.
(c) You
acknowledge that you are aware that you may later discover facts in
addition to or different from those which you now know or believe
to be true with respect to the subject matter of your claims, the
Company and/or any of the other Company Entities, but it is your
intention to forever fully and finally settle and release any and
all matters, disputes, and differences, known or unknown, suspected
and unsuspected, which now exist, may later exist or may previously
have existed between yourself and any and all of the Company
Entities, and that in furtherance of this intention, the releases,
waivers and discharges given in this Agreement shall be and remain
in effect as full and complete general releases notwithstanding
discovery or existence of any such additional or different
facts.
(d) Execution
of this Agreement by you operates as a complete bar and defense
against any and all of your claims against the Company and/or the
other Company Entities. If you should hereafter make or bring any
claims in any charge, complaint, action, claim or proceeding
against the Company and/or any of the Company Entities, this
Agreement may be raised as, and shall constitute, a complete bar to
any such charge, complaint, action, claim or proceeding and the
Company and/or the Comp
