Scholastic Corp Sample Contracts

Standard Contracts

EXHIBIT 4.1
Indenture • April 29th, 2003 • Scholastic Corp • Books: publishing or publishing & printing • New York
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Among
Credit Agreement • August 25th, 2000 • Scholastic Corp • Books: publishing or publishing & printing • New York
Scholastic Corporation
Underwriting Agreement • December 6th, 1996 • Scholastic Corp • Books: publishing or publishing & printing • New York
TERMS AGREEMENT ---------------
Terms Agreement • January 22nd, 2002 • Scholastic Corp • Books: publishing or publishing & printing
EXHIBIT 10.14 AMENDED AND RESTATED LEASE ISE 555 BROADWAY, LLC, LANDLORD
Lease Agreement • August 23rd, 1999 • Scholastic Corp • Books: publishing or publishing & printing • New York
Scholastic Corporation Preferred Stock (par value $1 per share) Underwriting Agreement
Underwriting Agreement • December 6th, 1996 • Scholastic Corp • Books: publishing or publishing & printing • New York
Exhibit 4.4 [DEBT] [PREFERRED STOCK] [COMMON STOCK] [DEPOSITARY SHARE] [UNIT] WARRANT AGREEMENT dated as of _________ ___,_____
Warrant Agreement • February 8th, 2001 • Scholastic Corp • Books: publishing or publishing & printing • New York
S U B L E A S E between
Sublease • August 23rd, 1999 • Scholastic Corp • Books: publishing or publishing & printing • New York
E-2
Stock Purchase Agreement • July 7th, 2000 • Scholastic Corp • Books: publishing or publishing & printing
Scholastic Corporation Debt Securities Underwriting Agreement
Underwriting Agreement • December 6th, 1996 • Scholastic Corp • Books: publishing or publishing & printing • New York
LETTER AMENDMENT NO. 3
Loan Agreement • January 14th, 1998 • Scholastic Corp • Books: publishing or publishing & printing • New York
STOCK PURCHASE AGREEMENT AMONG SCHOLASTIC INC., HACHETTE BOOK GROUP USA, INC. AND LAGARDERE NORTH AMERICA, INC. DATED APRIL 13, 2000 E-1
Stock Purchase Agreement • July 7th, 2000 • Scholastic Corp • Books: publishing or publishing & printing • New York
ARTICLE ONE
Indenture • April 15th, 2002 • Scholastic Corp • Books: publishing or publishing & printing • New York
AGREEMENT
Severance Agreement • August 8th, 2005 • Scholastic Corp • Books: publishing or publishing & printing
TO
Indenture • February 8th, 2001 • Scholastic Corp • Books: publishing or publishing & printing • New York
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AND
Deposit Agreement • February 8th, 2001 • Scholastic Corp • Books: publishing or publishing & printing • New York
STOCK UNIT AGREEMENT UNDER THE SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN
Stock Unit Agreement • August 8th, 2005 • Scholastic Corp • Books: publishing or publishing & printing
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 27, 2021 among SCHOLASTIC CORPORATION and SCHOLASTIC INC. as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION and TRUIST BANK, as...
Credit Agreement • March 24th, 2023 • Scholastic Corp • Books: publishing or publishing & printing • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is by and among SCHOLASTIC CORPORATION, a Delaware corporation (the “Holding Company”), and SCHOLASTIC INC., a New York corporation (the “Operating Company”; the Holding Company and the Operating Company are, collectively, the “Borrowers” and, individually, each a “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, TRUIST BANK, as documentation agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent, FIFTH THIRD BANK, NATIONAL ASSOCIATION, HSBC BANK USA, NATIONAL ASSOCIATION, and CITIBANK, N.A., each as co-agents, and BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined).

FY24 Annual RSU Award SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • December 15th, 2023 • Scholastic Corp • Books: publishing or publishing & printing • Delaware

Effective as of July 18, 2023 (the "Grant Date"), SCHOLASTIC CORPORATION, a Delaware corporation (the "Company"), hereby grants to Peter Warwick (the “Participant”) an Award consisting of a number of Restricted Stock Units determined as a percentage of the target award of 24,455 Restricted Stock Units (the "Target Award") in respect of shares of common stock, par value $.01 per share, of the Company (the "Common Stock") on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2021 Stock Incentive Plan (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement. The award of Restricted Stock Units hereunder is also subject to the terms and conditions of that certain employment agreement effective as of August 1, 2021, between the Company and the Participant (as the same may be amended, th

SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN
Restricted Stock Unit Agreement • December 17th, 2021 • Scholastic Corp • Books: publishing or publishing & printing • Delaware

Effective as of ________ (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to _______(the “Participant”) ____Restricted Stock Units in respect of shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2021 Stock Incentive Plan (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement.

SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • October 2nd, 2009 • Scholastic Corp • Books: publishing or publishing & printing

Effective as of ______________ (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to ___________________ (the “Optionee”) a non-qualified option (the “Option”) to purchase _______________ (______) shares of common stock, par value $.01, of the Company (the “Common Stock”), at an exercise price of $_____ and on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2001 Stock Incentive Plan (as amended to date, the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement.

SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Stock Option Agreement
Stock Option Agreement • December 17th, 2021 • Scholastic Corp • Books: publishing or publishing & printing • Delaware

Effective as of _________(the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to ____________(the “Participant”) a non-qualified stock option (the “Stock Option”) to purchase _______ shares of common stock, par value $.01 per share, of the Company (the “Common Stock”), at an exercise price of $___per share and on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2021 Stock Incentive Plan (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement.

AMENDMENT NO. 1 Dated as of August 16, 2010 to CREDIT AGREEMENT Dated as of June 1, 2007
Credit Agreement • October 1st, 2010 • Scholastic Corp • Books: publishing or publishing & printing • New York

THIS AMENDMENT NO. 1 (“Amendment”) is made as of August 16, 2010 by and among Scholastic Corporation (the “Holding Company”), Scholastic Inc. (the “Operating Company” the Holding Company and the Operating Company are, collectively, the “Borrowers” and, individually, each a “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”), under that certain Credit Agreement dated as of June 1, 2007 by and among the Borrowers, the financial institutions party thereto (the “Lenders”) and the Agent (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

Contract
Stock Conversion Agreement • September 28th, 2010 • Scholastic Corp • Books: publishing or publishing & printing • Delaware

This Agreement dated the 23rd day of July, 1990 between the Trust under the Will of Maurice R. Robinson (“Trust”), by its Trustees, and M. Richard Robinson, Jr. (“Robinson”).

SCHOLASTIC CORPORATION 2007 OUTSIDE DIRECTORS’ STOCK INCENTIVE PLAN Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • July 30th, 2009 • Scholastic Corp • Books: publishing or publishing & printing

SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to ______________________ (the “Outside Director”) One Thousand Two Hundred (1,200) Restricted Stock Units in respect of shares of common stock, par value $.01 per share, of the Company (the “Common Stock”), in all respects subject to the terms and provisions of the Scholastic Corporation 2007 Outside Directors’ Stock Incentive Plan (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement.

SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Performance Restricted Stock Unit Agreement
Performance Restricted Stock Unit Agreement • December 20th, 2024 • Scholastic Corp • Books: publishing or publishing & printing • Delaware

Effective as of 10/01/2024 (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to JEFFREY N MATHEWS (the “Participant”) an Award consisting of a number of Restricted Stock Units determined as a percentage of the target Award of 24,326 Restricted Stock Units (the “Target Award”) in respect of shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2021 Stock Incentive Plan (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement.

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