Amendment No. 1 to Scholastic Corporation 1997 Outside Directors' Stock Option Plan (Amended and Restated as of May 25, 1999)

Summary

This amendment updates the Scholastic Corporation 1997 Outside Directors' Stock Option Plan to provide for the automatic annual grant of options to purchase 6,000 shares of common stock to outside directors. These grants will occur each year on the date of the Annual Meeting of Stockholders, starting with the fiscal year beginning June 1, 2002. All other terms of the plan remain unchanged. The amendment was approved by the Board of Directors on September 20, 2001.

EX-10.20 3 a2067737zex-10_20.txt EXHIBIT 10.20 EXHIBIT 10.20 AMENDMENT NO. 1 (DATED SEPTEMBER 20, 2001) TO SCHOLASTIC CORPORATION 1997 OUTSIDE DIRECTORS' STOCK OPTION PLAN (AMENDED AND RESTATED AS OF MAY 25, 1999) The first paragraph of Section 2 of the Scholastic Corporation 1997 Outside Directors' Stock Option Plan (Amended and Restated as of May 25, 1999) (the "Plan") is amended to provide: (i) for the automatic annual grant of options to purchase 6,000 shares of Common Stock, which amendment shall become effective for the fiscal year commencing June 1, 2002; and (ii) that each such annual grant of options to purchase 6,000 shares of Common Stock shall automatically be granted on the date of the Annual Meeting of Stockholders held during the relevant fiscal year, commencing with the Annual Meeting of Stockholders held during the fiscal year commencing June 1, 2002. Subject to the foregoing, the Plan remains in full force and effect in accordance with the terms thereof. The foregoing amendments were duly approved by resolution of the Board of Directors of Scholastic Corporation at its meeting held on September 20, 2001. E-1