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 • December 17th, 2021 • 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).
SCHOLASTIC CORPORATION 2011 STOCK INCENTIVE PLAN Restricted Stock Unit AgreementRestricted Stock Unit Agreement • December 17th, 2021 • Scholastic Corp • Books: publishing or publishing & printing • Delaware
Effective as of August 1, 2021 (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 29,534 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 2011 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, t
SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLANRestricted 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 2021 STOCK INCENTIVE PLAN Stock Option AgreementStock 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.
EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2021 • Scholastic Corp • Books: publishing or publishing & printing • New York
This employment agreement (this “Agreement”) by and between Scholastic Corporation (“Scholastic” or the “Company”) and Peter Warwick (“Warwick”) is entered into effective as of August 1, 2021.
SCHOLASTIC CORPORATION 2011 STOCK INCENTIVE PLAN Stock Option AgreementStock Option Agreement • December 17th, 2021 • Scholastic Corp • Books: publishing or publishing & printing • Delaware
Effective as of August 1, 2021 (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to Peter Warwick (the “Participant”) a non-qualified stock option (the “Stock Option”) to purchase 43,153 shares of common stock, par value $.01 per share, of the Company (the “Common Stock”), at an exercise price of $33.86 per share and on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2011 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 Stock Options hereunder is also subject to the terms and conditions of that certain employment agreement effective as of August 1, 2021 (as the same may be amended, the “Employment Agreement”).
SCHOLASTIC CORPORATION 2011 STOCK INCENTIVE PLAN Restricted Stock Unit AgreementRestricted Stock Unit Agreement • December 17th, 2021 • Scholastic Corp • Books: publishing or publishing & printing • Delaware
Effective as of August 1, 2021, (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to Peter Warwick (the “Participant”) 33,225 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 2011 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, 2001, between the Company and the Participant (as the same may be amended, the “Employment Agreement”).
