Amendment No. 2 to Scholastic Corporation 2011 Stock Incentive Plan

Summary

This amendment increases the number of shares available under the Scholastic Corporation 2011 Stock Incentive Plan from 2,100,000 to 4,575,000. The amendment was approved by the Human Resources and Compensation Committee of Scholastic Corporation's Board of Directors on July 22, 2014. All other terms of the original plan remain unchanged.

EX-10.1 2 exhibit101amendmentno2toth.htm EXHIBIT Exhibit 10.1 Amendment No.2 to the Scholastic Corp 2011 Stock Incentive Plan


Amendment Number 2
to the
Scholastic Corporation
2011 Stock Incentive Plan

Section 4.1 of the Scholastic Corporation 2011 Stock Incentive Plan (the “Plan”) is amended by substituting: “4,575,000” for “2,100,000” where it appears therein; and
Subject to the foregoing, the Plan remains in full force and effect in accordance with the terms thereof.
The foregoing amendment was duly approved by resolution of the Human Resources and Compensation Committee of the Board of Directors of Scholastic Corporation at its meeting held on July 22, 2014.