Amendment No. 3 to Scholastic Corporation 1995 Stock Option Plan

Summary

This amendment, effective May 25, 2006, updates the Scholastic Corporation 1995 Stock Option Plan. It allows the plan's committee to set or change how stock options become exercisable, including the ability to speed up vesting. Importantly, if an employee's job ends due to death or disability, any unvested stock options will automatically become fully vested. All other terms of the plan remain unchanged.

EX-10.1 5 c43403_ex10-1.txt Exhibit 10.1 AMENDMENT NO. 3 TO THE SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN WHEREAS, Scholastic Corporation (the "Company") maintains the Scholastic Corporation 1995 Stock Option Plan (the "Plan"); WHEREAS, pursuant to Section 6 of the Plan, the Company reserved the right, by action of its Board of Directors (the "Board") to amend the Plan from time to time; and WHEREAS, the Board desires to amend the Plan. NOW, THEREFORE, effective May 25, 2006, the Plan is amended as follows: 1. Paragraph (f) of Section 8 of the Plan is amended and restated to read as follows: "The Committee (i) may provide, in its discretion, that any Stock Option shall become exercisable in installments and (ii) may waive or accelerate any such installment exercise provision, provided, however that, in the event of termination of the Optionee's employment with the Company and its Subsidiaries and Affiliates due to the Optionee's death or Disability, the vesting of any outstanding Stock Option granted to such Optionee shall automatically be accelerated." 2. Except as otherwise provided herein, the Plan is ratified and confirmed and shall continue in full force and effect.