Exhibit 10.14
SCHOLASTIC CORPORATION 2004 CLASS A STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
Effective as of ____________________ (the "Grant Date"), SCHOLASTIC
CORPORATION, a Delaware corporation (the "Company"), hereby grants to XXXXXXX
XXXXXXXX (the "Optionee") a non-qualified option (the "Option") to purchase
________________________________________________ shares of Class A Stock of the
Company (the " Class A Stock"), at the price and on the terms set forth herein,
and in all respects subject to the terms and provisions of the SCHOLASTIC
CORPORATION 2004 CLASS A 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.
1. TERMS OF OPTION GRANT AND EXERCISE. Subject to the provisions
of the Plan and this Agreement, the Option shall not be exercised prior to the
first anniversary date of this Agreement and thereafter, the Option shall be
exercisable, cumulatively, as follows:
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VESTING DATE NUMBER OF SHARES EXERCISE PRICE EXPIRATION DATE
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-- -- $ -- --
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-- -- $ -- --
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-- -- $ -- --
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Once exercisable, subject to the provisions of the Plan and this
Agreement, the Option may be exercised, in whole or in part, pursuant to the
notice and payment procedures then in effect as established by the Company, in
its sole discretion. Any written notice of exercise by Optionee shall be
irrevocable. The Option may not be exercised if the issuance of the Class A
Stock would constitute a violation of any applicable federal, state or foreign
securities laws or regulations. The Option may not be exercised with respect to
a fractional share of Class A Stock.
The Option shall cease to be exercisable upon the expiration date set forth
above (the "Expiration Date"), unless earlier terminated or extended, as the
case may be, pursuant to the provisions of the Plan and this Agreement,
including, but not limited to, the provisions of Section 3 hereof.
2. TERMINATION OF EMPLOYMENT OF AN OPTIONEE.
(a) DEATH OR DISABILITY. In the event of the Optionee's
death or Disability while the Option is outstanding, the unexercised portion of
the Option shall become immediately vested on the date of death or Disability
and may be exercised in full by the Optionee, or his or her estate, personal
representative or other legally appointed representative, at any time until the
first anniversary of the date of such death or Disability, but in no event
beyond the Expiration Date of the Option, if earlier.
(b) RETIREMENT. In the event of the Optionee's retirement
on or after age 55, the Option, to the extent vested on the date of such
retirement, may be exercised by the Optionee within three (3) years after the
date of such retirement, but in no event beyond the Expiration Date of the
Option, if earlier.
(c) INVOLUNTARY TERMINATION OTHER THAN FOR
CAUSE/RETIREMENT. In the event an Optionee's Termination of Employment is
involuntary by the Company (or an Affiliate) other than a Termination of
Employment for Cause, the Option, to the extent vested on the date of such
Termination of Employment, may be exercised by the Optionee within ninety days
after the date of such Termination of Employment, but in no event beyond the
Expiration Date of the Option, if earlier.
(d) OTHER TERMINATION. In the event of the Optionee's
Termination of Employment for Cause or for any other reason other than as the
result of death, Disability, retirement on or after age 55 or involuntary
Termination of Employment (as set forth in Sections 2(a), (b) and (c) hereof),
the Option shall be cancelled as of the date of such Termination of Employment
and shall not be exercisable to the extent not exercised prior to the date of
the Optionee's Termination of Employment.
3. TAX MATTERS AND WITHHOLDING TAX LIABILITY. The Option shall be
a non qualified Stock Option as that term is defined in the Plan. In connection
with the exercise of the Option, the Company and the Optionee may incur
liability for income or withholding tax. The Company will have the right to
withhold from any exercise of the Option, transfer of Class A Stock or payment
made to the Optionee or to any person hereunder, whether such
payment is to be made in cash or in Class A Stock, all applicable federal,
state, city or other taxes as shall be required, in the determination of the
Company, pursuant to any statute or governmental regulation or ruling.
4. NONTRANSFERABILITY OF STOCK OPTION. The Option may not be
sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any
manner either voluntarily or involuntarily by operation of law, whether for
value or no value and whether voluntary or involuntary (including by operation
of law) other than by will or by the laws of descent and distribution and may be
exercised during the lifetime of the Optionee only by the Optionee. Subject to
the foregoing and the terms of the Plan, the terms of this Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.
5. NO ENLARGEMENT OF RIGHTS. This Agreement is not an agreement
of employment. Neither the Plan nor this Agreement shall confer upon the
Optionee any right to continue as an officer, employee or consultant of the
Company or any Affiliate. Nothing contained in the Plan or this Agreement shall
interfere in any way with the rights of the Company or any Affiliate to
terminate the employment (or consulting arrangement) of the Optionee at any time
or to modify the Optionee's employment or compensation. The Optionee shall have
only such rights and interests with respect to the Option as are expressly
provided in this Agreement and the Plan.
6. NO SHAREHOLDER RIGHTS BEFORE EXERCISE AND ISSUANCE. No rights
as a stockholder shall exist with respect to the Class A Stock subject to the
Option as a result of the grant of the Option, and no adjustments shall be made
for dividends in cash or other property, distributions or other rights in
respect of any such shares, except as otherwise specifically provided for in the
Plan. Such rights shall exist only after issuance of stock following the
exercise of the Option as provided in the Plan.
7. EFFECT OF THE PLAN ON OPTION. The Option is subject to, and
the Company and the Optionee agree to be bound by, all of the terms and
conditions of the Plan, as such may be amended from time to time in accordance
with the terms thereof. Without the consent of the Optionee, the Company may
amend or modify this Agreement in any manner not inconsistent with the Plan,
including without limitation, to change the date or dates as of which a Option
becomes exercisable, or to cure any ambiguity, defect or inconsistency, provided
such amendment, modification or change does not adversely affect the rights of
the Optionee.
8. ENTIRE AGREEMENT. The terms of this Agreement and the Plan
constitute the entire agreement between the Company and the Optionee with
respect to the subject matter hereof and supersede any and all previous
agreements between the Company and the Optionee. This Agreement may be signed in
counterparts.
9. SEVERABILITY. If any provision of this Agreement, or the
application of such provision to any person or circumstances, is held valid or
unenforceable, the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to which it is held
valid or unenforceable, shall not be affected thereby.
10. NOTICES. Any notice or communication given hereunder shall be
in writing and shall be deemed to have been duly given when delivered in person,
or by United States mail, to the appropriate party at the address set forth
below (or such other address as the party shall from time to time specify): If
to the Company, to: Scholastic Corporation, 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Corporate Secretary. If to the Optionee, to the address
indicated after the Optionee's signature at the end of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of
the date first written above.
OPTIONEE SCHOLASTIC CORPORATION
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XXXXXXX XXXXXXXX (Name)
PRESIDENT AND CHIEF EXECUTIVE OFFICER (Title)
