SCHOLASTIC CORPORATION MANAGEMENT STOCK PURCHASE PLAN

Exhibit 10.2

SCHOLASTIC CORPORATION
MANAGEMENT STOCK PURCHASE PLAN

Amended and Restated on September 23, 2008

SCHOLASTIC CORPORATION
MANAGEMENT STOCK PURCHASE PLAN
(Amended and Restated on September 23, 2008)

TABLE OF CONTENTS

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SCHOLASTIC CORPORATION
MANAGEMENT STOCK PURCHASE PLAN
(Amended and Restated on September 23, 2008)

ARTICLE 1 - INTRODUCTION

                    1.1 Purpose . The purpose of the Scholastic Corporation Management Stock Purchase Plan (the “Plan”) is to provide equity incentive compensation to selected management employees of Scholastic Corporation and its Affiliates. Participants in the Plan receive restricted stock units (“RSUs”) at a discount in lieu of a portion or all of their bonus awards under the Company’s annual incentive plan. Under certain circumstances, the RSUs convert into shares of Common Stock. The Company believes that the Plan creates a means to provide deferred compensation to such selected management employees and to raise the level of stock ownership in the Company by such employees thereby strengthening the mutuality of interests between such employees and the Company’s stockholders.

                    1.2 Restatement . The Company hereby amends and restates the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the final Treasury regulations issued thereunder. The effective date of this amendment and restatement January 1, 2005.

                    1.3 Plan Bifurcation . RSUs granted under the Plan on and after January 1, 2005 and RSUs granted under the Plan prior to January 1, 2005, which are not vested as of December 31, 2004, shall be governed by the terms and conditions of the plan document as set forth herein. RSUs granted and vested under the Plan prior to January 1, 2005 shall be governed by the terms and conditions of the Plan as in effect on December 31, 2004, which shall be known and referred to as the “Grandfathered Plan.” All references hereinafter to “Plan” are to the document set forth herein. Recordkeeping for the Grandfathered Plan and the Plan shall be done separately.

                    1.4 Section 409A of the Code . This Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any payment or benefit hereunder is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including Treasury regulations issued thereunder and any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in this Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void.

ARTICLE 2 - DEFINITIONS

                    2.1 Affiliate . (i) Any corporation, partnership, limited liability company or other entity as to which the Company possesses a direct or indirect ownership interest of at least 50 percent or which possesses a direct or indirect ownership interest of at least 50 percent in the Company including, without limitation, any subsidiary corporation (as defined in Section 424(f) of the Code) and parent corporation (as defined in Section 424(e) of the Code) and (ii) any other entity in which the Company or any of its Affiliates has a material equity interest, as determined by the Committee.

                    2.2 Award Date . The first business day after the end of the fiscal quarter in which a Bonus for a year is paid or otherwise would have been paid.

                    2.3 Beneficiary . A beneficiary or beneficiaries designated by the Participant under Article 9.

                    2.4 Bonus . A Participant’s annual award for a Fiscal Year under any annual incentive plan of the Company or its Affiliates that has been designated by the Committee as eligible for deferral under the Plan pursuant to a Subscription Agreement.

                    2.5 Board of Directors . The Board of Directors of the Company or the Executive Committee of such Board of Directors.

                    2.6 Cause . Any of the following: (i) any act or acts by the Participant constituting a felony under the laws of the United States, any state thereof, or any political subdivision thereof, (ii) the Participant’s willful and continued failure to perform the duties assigned to him or her as an employee of the Company or Affiliate; (iii) any material breach by the Participant of any employment agreement with the Company or Affiliate; (iv) dishonesty, gross negligence or malfeasance by the Participant in the performance of his or her duties as an employee of the Company or any Affiliate or any conduct by the Participant which involves a material conflict of interest with any business of the Company or its Affiliates; or (v) taking or knowingly omitting to take any other action or actions in the performance of the Participant’s duties as an employee of the Company or its Affiliates without informing appropriate members of management to whom such Participant reports, which in the determination of the Committee have caused or substantially contributed to the material deterioration in the business of the Company and its Affiliates, taken as a whole.

                    2.7 Code . The Internal Revenue Code of 1986, as amended from time to time.

                    2.8 Committee . The committee of the Board of Directors authorized to administer the Plan. To the extent that no Committee exists which has the authority to administer the Plan, the functions of the Committee shall be exercised by the Board of Directors. The Committee shall consist of two or more non-employee directors, each of whom is intended to be, to the extent required by Rule 16b-3, a “non-employee director” as defined in Rule 16b-3. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3, such noncompliance shall not affect the validity of any grants of RSUs hereunder, interpretations or other actions of the Committee.

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                    2.9 Common Stock or Stock . Common stock of the Company, par value $.01 per share.

                    2.10 Company . Scholastic Corporation, a corporation organized under the laws of the State of Delaware (or any successor).

                    2.11 Cost . The cost of purchasing an RSU under the Plan as of an Award Date, as determined by the Committee in its sole discretion, but in no event less than 75% of the lowest Fair Market Value of a share of Common Stock during the fiscal quarter immediately preceding the Award Date. The cost shall be established as of the applicable Award Date and shall remain in effect unless modified by the Committee at least 30 days prior to the applicable Award Date.

                    2.12 Deferral Period . A period of time (expressed in whole years) not less than three years beginning on an Award Date as specified by the Participant in his or her Subscription Agreement with respect to RSUs awarded on that Award Date.

                    2.13 Disability . The inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that may result in death and, in any case, is expected to continue for a period of not less than 12 months.

                    2.14 Exchange Act . The Securities Exchange Act of 1934, as amended.

                    2.15 Extension of Deferral Election Form . A form used by a Participant to make a subsequent election to extend the Deferral Period applicable to his or her RSUs. An Extension of Deferral Election Form shall contain such provisions, consistent with the provisions of the Plan, as may be established from time to time by the Company or Committee.

                    2.16 Fair Market Value . Unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date, the last sales price reported for the Common Stock on the applicable date: (i) as reported on the principal national securities exchange on which it is then traded or the Nasdaq Stock Market or (ii) if not traded on any such national securities exchange or the Nasdaq Stock Market as quoted on an automated quotation system sponsored by the National Association of Securities Dealers, Inc. If the Common Stock is not readily tradable on a national securities exchange, the Nasdaq Stock Market or any automated quotation system sponsored by the National Association of Securities Dealers, Inc., its Fair Market Value shall be set in good faith by the Committee.

                    2.17 Fiscal Year . The fiscal year of the Company.

                    2.18 Foreign Jurisdiction . Any jurisdiction outside of the United States including, without limitation, countries, states, provinces and localities.

                    2.19 Grandfathered Plan. The terms and provisions of the Plan in effect immediately prior to January 1, 2005.

                    2.20 Participant . A management employee of the Company or any Affiliate who satisfies the eligibility requirements under Article 5 of the Plan and elects to participate in the Plan in accordance with its terms.

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                    2.21 Plan . The Scholastic Corporation Management Stock Purchase Plan, as amended and restated effective as of January 1, 2005, and as may be amended from time to time thereafter.

                    2.22 Plan Year . The Fiscal Year.

                    2.23 Retirement . A termination of employment with the Company and all Affiliates (other than for Cause) on or after age 55 in accordance with the Company’s standard retirement policies.

                    2.24 RSU . A unit of measurement of compensation payable to a Participant under the Plan equivalent to one share of Common Stock but with none of the attendant rights of a stockholder of a share of Common Stock, including the right to vote (if any); except that an RSU shall have the dividend equivalent described in Article 8. The fair market value of an RSU on any date shall be deemed to be the Fair Market Value of a share of Common Stock on that date.

                    2.25 Rule 16b-3 . Means Rule 16b-3 promulgated under Section 16(b) of the Exchange Act or any successor provision.

                    2.26 Specified Employee . For purposes hereof, “specified employee” shall mean such persons as shall be determined by the Company.

                    2.27 Subscription Agreement . An agreement executed by a Participant setting forth his or her election to defer receipt of a portion or all of his or her Bonus for the Deferral Period and to authorize the Company to credit such amount to the Plan in order to purchase an award of RSUs. A Subscription Agreement shall contain such provisions, consistent with the provisions of the Plan, as may be established from time to time by the Company or Committee.

                    2.28 Subsequent Deferral Period . A period of time (expressed in whole years) of not less than five years, beginning on the date the Deferral Period is scheduled to end, that is elected by a Participant with respect to his or her RSUs in accordance with the requirements of Section 6.4 of the Plan;

ARTICLE 3 - SHARES RESERVED

                    The aggregate number of shares of Common Stock reserved for issuance pursuant to the Plan or with respect to which RSUs may be granted shall be 150,000, subject to adjustment as provided in Article 10 hereof.

                    Such number of shares may be set aside out of the authorized but unissued shares of Common Stock not reserved for any other purpose, or out of issued shares of Common Stock acquired for and held in the treasury of the Company. If any RSU awarded under the Plan is forfeited, terminated or canceled for any reason or is settled without the delivery of Common Stock, the share of Common Stock relating to such RSU shall again be available under the Plan. If Common Stock has been exchanged by a Participant as full or partial payment to the Company

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for withholding taxes or otherwise or if the number of shares of Common Stock otherwise deliverable has been reduced for withholding, the number of shares exchanged or reduced shall again be available under the Plan.

ARTICLE 4 - ADMINISTRATION

                    4.1 Administration of the Plan . The Plan shall be administered by the Committee. The Committee shall have full discretionary power and authority, subject to the provisions of the Plan, to promulgate such rules and regulations as it deems necessary for the proper administration of the Plan, to construe and interpret any doubtful or disputed provisions of the Plan and remedy any omission, inconsistency or ambiguity in the Plan, to supervise the administration of the Plan, to determine eligibility to receive benefits and the amount of benefits under the Plan, and to take all actions in connection therewith or in relation thereto as it deems necessary or advisable. The Committee may adopt, amend or repeal any guidelines or requirements necessary for the delivery of the Common Stock. The Committee may also adopt special guidelines and provisions for persons who are residing in, or subject to the laws of, Foreign Jurisdictions to comply with applicable tax and securities laws.

                    4.2 Decisions Binding . All interpretations and determinations of the Committee shall be made in its sole and absolute discretion based on the Plan document and shall be final, conclusive and binding on all parties with respect to all matters relating to the Plan.

                    4.3 Delegation of Authority . The Committee may select an administrator or any other person to whom its duties and responsibilities hereunder may be delegated. In addition, the Committee may employ such legal counsel, consultants, brokers and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant, broker or agent. The Committee may also, in its sole discretion, designate an agent to keep records, send statements of account to Participants and to perform other duties relating to the Plan, as the Committee may request from time to time.

                    4.4 Indemnification . The Company shall, to the fullest extent permitted by law and the Certificate of Incorporation and By-laws of the Company, to the extent not covered by insurance, indemnify each director, officer or employee of the Company and its Affiliates (including the respective heirs, executors, administrators and other personal representatives of such persons) and each member of the Committee against all expenses, costs, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving this Plan in any capacity at the request of the Company, except in instances where any such person engages in willful neglect or fraud. Such right of indemnification shall include the right to be paid by the Company for expenses incurred or reasonably anticipated to be incu