EXHIBIT 10.15
STOCK UNIT AGREEMENT
UNDER THE
SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN
This Agreement (the "Agreement") is entered into as of the ___ day of
____________, 20__, by and between Scholastic Corporation (the "Company") and
_______________ (the "Participant").
W I T N E S S E T H:
WHEREAS, the Company has adopted the Scholastic Corporation 2001 Stock
Incentive Plan (the "Plan"), which is administered by a Committee appointed by
the Company's Board of Directors (the "Committee"); and
WHEREAS, pursuant to Section 3.3 of the Plan, the Committee also
adopted guidelines for the grant of Stock Units under the Plan (the
"Guidelines"), which constitute an Other Stock-Based Award under the Plan.
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. GRANT OF STOCK UNITS.
Subject to the restrictions and other conditions set forth herein, the
Committee has authorized this grant of __________ Stock Units on _____________,
20__ (the "Grant Date").
2. VESTING AND PAYMENT.
(a) Except as provided in Section 2(c) of this Agreement,
25% of the Award of Stock Units shall vest on the first anniversary of the Grant
Date and an additional 25% of such Award of Stock Units shall vest on each
succeeding anniversary of the Grant Date, provided that the Participant is
continuously employed by the Company or any of its Affiliates (including any
period during which the Participant is on leave of absence or any other break in
employment in accordance with the Company's policies and procedures) on each
applicable vesting date.
(b) Except as provided in Section 2(c) of this Agreement,
a share of Common Stock shall be distributed with respect to each vested Stock
Unit as soon as practicable following the applicable vesting date.
(c) Upon a Termination of Employment or Termination of
Consultancy (as applicable) by the Participant for Good Reason, by the Company
without Cause or as a result of the Participant's death, Disability or
Retirement, all outstanding unvested Stock Units shall immediately vest and a
share of Common Stock with respect to each Stock Unit shall be distributed as
soon as practicable following such termination. Notwithstanding the foregoing,
upon a Termination of Employment (other than as a result of death or Disability)
of a Key Employee, distributions shall be delayed until six months after
Termination of Employment.
(d) Except as otherwise provided in Section 2(c) of this
Agreement, Stock Units that are not vested as of the date of the Participant's
Termination of Employment or Termination of Consultancy for any reason shall
terminate and be forfeited in their entirety as of the date of such termination.
3. WITHHOLDING.
Participant shall pay, or make arrangements to pay, in a manner
satisfactory to the Company, an amount equal to the amount of all applicable
federal, state and local or foreign taxes that the Company is required to
withhold at any time. In the absence of such arrangements, the Company or one of
its Affiliates shall have the right to withhold such taxes from the
Participant's normal pay or other amounts payable to the Participant. In
addition, any statutorily required withholding obligation may be satisfied, in
whole or in part, at the Participant's election, in the form and manner
prescribed by the Committee, by delivery of shares of Common Stock (including
shares issuable under this Agreement).
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4. PLAN AND GUIDELINES.
In addition to the terms and conditions set forth herein, the Stock
Units are subject to and governed by the terms and conditions set forth in the
Plan and the Guidelines, which are hereby incorporated by reference. Unless
otherwise indicated, any capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Plan and the Guidelines.
5. RESTRICTIONS ON SALE.
Affiliates may resell Common Stock only pursuant to an effective
registration statement under the Securities Act, pursuant to Rule 144 under the
Securities Act, or pursuant to another exemption from registration under the
Securities Act.
6. AMENDMENT.
To the extent applicable, the Board or the Committee may at any time
and from time to time amend, in whole or in part, any or all of the provisions
of this Agreement to comply with Section 409A of the Code and the regulations
thereunder or any other applicable law and may also amend, suspend or terminate
this Agreement subject to the terms of the Plan.
7. NOTICES.
Any notice given hereunder shall be in writing and shall be deemed to
have been duly given: (i) when delivered in person; (ii) two (2) days after
being sent by United States mail; or (iii) on the first business day following
the date of deposit if delivered by a nationally recognized overnight delivery
service, 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 Department
If to the Participant, to the most recent address on file with the
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.
SCHOLASTIC CORPORATION
By:_______________________________
Title:____________________________
PARTICIPANT
____________________________________
