Exhibit 10.12
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
(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,
as such is defined in the Plan, 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 other than
for Cause/Retirement. 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 days after the date of such
Termination of Employment, but in no event beyond the E
