Exhibit 10.7
SCHOLASTIC CORPORATION
2007 OUTSIDE DIRECTORS’ STOCK INCENTIVE PLAN
Restricted Stock Unit Agreement
SCHOLASTIC
CORPORATION , a Delaware
corporation (the “Company”), hereby grants to
______________________ (the “Outside Director”) One
Thousand Two Hundred (1,200) Restricted Stock Units in respect of
shares of common stock, par value $.01 per share, of the Company
(the “Common Stock”), in all respects subject to the
terms and provisions of the Scholastic Corporation 2007 Outside
Directors’ Stock Incentive Plan (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.
Grant Date. The
Restricted Stock Units are granted effective as of September __,
20__ (“Grant Date”).
2.
Vesting and Payment. The
Restricted Stock Units shall vest and shares of Common Stock shall
be issued to the Outside Director in settlement thereof as
follows:
(a)
Except as provided in Section 2(c)
of this Agreement, 100% of the Restricted Stock Units granted by
this Agreement shall vest on September __, 20__, the expiration of
the twelve (12) month period beginning on the Grant Date, provided
that the Outside Director shall have continuously served as an
Outside Director of the Company from the Grant Date through the
date of vesting.
(b)
One share of Common Stock shall be
issued to the Outside Director with respect to each vested
Restricted Stock Unit on the vesting date of the Restricted Stock
Units. The certificate or certificates for the Common Stock issued
to the Outside Director shall be registered in the name of the
Outside Director and may bear a legend as required under the Plan
and/or under applicable law.
(c)
In the event that an Outside
Director shall cease to serve as an Outside Director prior to
expiration of the twelve (12) month period beginning on the Grant
Date for any reason other than death or disability, all of the
Restricted Stock Units shall be forfeited immediately upon such
cessation of services. In the event that an Outside Director shall
cease to serve on the Board but shall have been designated as a
Director Emeritus, such Outside Director shall be deemed to have
ceased to serve as an Outside Director for purposes of determining
the vesting and payment of the Restricted Stock Units. In the event
that an Outside Director shall cease to serve as an Outside
Director prior to expiration of the twelve (12) month period
beginning on the Grant Date by reason of death or (as determined by
the Board on the basis of all the facts and circumstances)
disability, all of the Restricted Stock Units shall become
immediately vested upon such cessation of services and shares of
Common Stock in respect of the Restricted Stock Units shall be
issued to the Outside Director as provided in Section 2(b) of this
Agreement.
3.
Nontransferability of Restricted Stock Unit.
The Restricted Stock Units may not
be sold, pledged, assigned, hypothecated, gifted, transferred or
disposed of in any manner either voluntarily or involuntarily by
operation of law, other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as
provided by the Internal Revenue Code of 1986 or the rules
thereunder. Subject to the foregoing and the terms of the Plan, the
terms of this Restricted Stock Unit Agreement shall be binding upon
the executors, admin
