Amendment No. 1 to the Scholastic Corporation 2001 Stock Incentive Plan

Summary

This amendment, effective May 25, 2006, modifies the Scholastic Corporation 2001 Stock Incentive Plan. The company's Human Resources and Compensation Committee has approved the removal of the last sentence in Paragraph (c) of Section 6.3 of the Plan. All other provisions of the Plan remain unchanged and in effect.

EX-10.6 8 c43403_ex10-6.txt Exhibit 10.6 AMENDMENT NO. 1 TO THE SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN WHEREAS, Scholastic Corporation (the "Company") maintains the Scholastic Corporation 2001 Stock Incentive Plan (the "Plan"); WHEREAS, pursuant to Article X of the Plan, the Company reserved the right, by action of its Board of Directors or its Human Resources and Compensation Committee (the "Committee"), to amend the Plan from time to time; and WHEREAS, the Committee desires to amend the Plan. NOW, THEREFORE, effective May 25, 2006, the Plan is amended as follows: 1. Paragraph (c) of Section 6.3 of the Plan is amended by deleting the last sentence appearing therein. 2. Except as otherwise provided herein, the Plan is ratified and confirmed and shall continue in full force and effect.