School Specialty, Inc. Non-Vested Stock Unit Agreement under 2002 Stock Incentive Plan (20XX-20XZ Award Cycle)

Summary

This agreement is between School Specialty, Inc. and an employee or non-employee director, granting them non-vested stock units (NSUs) under the company's 2002 Stock Incentive Plan. The NSUs may convert to shares of company stock if certain performance goals, set by the Compensation Committee, are met. The agreement outlines that the recipient is not a shareholder until shares are issued and that employment status can be changed at any time. The agreement is governed by Wisconsin law and is subject to the terms of the Plan and related rules.

EX-10.4 3 dex104.htm FORM OF EMPLOYEE AND NON-EMPLOYEE DIRECTOR NON-VESTED STOCK UNIT (NSU) AGREEMENT Form of employee and non-employee Director non-vested stock unit (NSU) agreement

Exhibit 10.4

SCHOOL SPECIALTY, INC.

2002 STOCK INCENTIVE PLAN

NON-VESTED STOCK UNIT AGREEMENT

20XX-20XZ AWARD CYCLE

School Specialty, Inc. (the “Company”) has granted you an award of Non-vested Stock Units (“NSUs”) under the 2002 Stock Incentive Plan (the “Plan”) to be paid in shares of the Company’s common stock, $0.001 par value (“Performance Shares”), on the Vesting Date as defined below. The potential number of Performance Shares granted pursuant to this award of NSUs is set forth below and issuance by the Company of the Performance Shares is (i) contingent upon the Company achieving the performance objectives identified below; (ii) subject to other terms and conditions and contingencies set forth in the Equity Rules of Administration as adopted by the Compensation Committee of the Board of Directors, and subject to amendment at the sole discretion of the Compensation Committee.


Not a Shareholder	You understand and agree that the Company will not consider you a shareholder for any purpose with respect to any of the NSUs until you have received evidence of ownership of the Performance Shares, if any, awarded under the Plan.

No Effect on Employment or Other Relationship	Nothing in this Agreement restricts the Company’s rights or those of any of its affiliates to terminate your employment or other relationship at any time, with or without cause. The termination of employment or other relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under the Equity Rules of Administration.

Governing Law	The laws of the State of Wisconsin will govern all matters relating to this Agreement, without regard to the principles of conflict of laws.

Target NSUs	*

Performance Metric	*

Threshold Level	*	Threshold Payout	*% of target NSUs
Target Level	*	Target Payout	*% of target NSUs
Maximum Level	*	Maximum Payout	*% of target NSUs

Results and related payouts between threshold and maximum levels will be interpolated as defined in the Equity Rules of Administration.


Vesting Date		The Vesting Date of the award is when the determination regarding whether and to what extent the Company has achieved the Performance Metric is made by the Compensation Committee as detailed in the Equity Rules of Administration.

ACKNOWLEDGMENT

I acknowledge I received a copy of the Plan and the Equity Rules of Administration. I represent that I have read and am familiar with the terms contained both herein and in the Plan and Equity Rules of Administration as they relate to NSUs. By signing, I accept each NSU subject to all of the terms and provisions of this Agreement and of the Plan under which the NSU is granted, as that Plan may be amended in accordance with its terms. I agree to accept as binding, conclusive, and final all decisions or interpretations of the Compensation Committee of the Company’s Board of Directors concerning any questions arising under the applicable Plan with respect to each NSU.

*	To be determined by the Compensation Committee of the Board of Directors within 90 days of the commencement of an award cycle.