0000892712-12-000021 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • January 12th, 2012 • School Specialty Inc • Wholesale-durable goods • Wisconsin

THIS EMPLOYMENT AGREEMENT (“Agreement”) is executed as of this 12th day of January 2012 (“the Effective Date”), by and between Michael P. Lavelle (“Executive”) and School Specialty, Inc. (the “Company”).

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SCHOOL SPECIALTY, INC.
Equity Incentive Plan • January 12th, 2012 • School Specialty Inc • Wholesale-durable goods • Wisconsin

School Specialty, Inc. (the “Company”) has granted you an option (the “Option”) under its 2008 Equity Incentive Plan (the “Plan”). The Option lets you purchase a specified number of shares of the Common Stock (the “Option Shares”), at a specified price per share (the “Exercise Price”).

SCHOOL SPECIALTY, INC. 2008 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Incentive Plan Restricted Stock Agreement • January 12th, 2012 • School Specialty Inc • Wholesale-durable goods

School Specialty, Inc. (the “Company”) has granted you one or more shares of Common Stock (the “Stock Grant”) under its 2008 Equity Incentive Plan (the “Plan”) on January 12, 2012. This Stock Grant entitles you to the number of shares of Common Stock (the “Shares”) set forth in Schedule I to this Restricted Stock Agreement (this “Agreement”), subject to the terms and conditions set forth in this Agreement.

SCHOOL SPECIALTY, INC. STOCK OPTION AGREEMENT
School Specialty • January 12th, 2012 • School Specialty Inc • Wholesale-durable goods • Wisconsin

School Specialty, Inc. (the “Company”) has granted you an option (the “Option”) pursuant to this Stock Option Agreement (the “Agreement”). The Option lets you purchase a specified number of shares of the Company’s common stock (the “Option Shares”), at a specified price per share (the “Exercise Price”). The Exercise Price per Option Share is 100% of the Fair Market Value of the Company’s common stock, $0.0001 par value (“Common Stock”), on the Date of Grant set forth in Schedule I. The “Fair Market Value” of the Common Stock is the closing sale price of the Common Stock on the NASDAQ Stock Market as reported in the Midwest Edition of the Wall Street Journal or other authoritative source on the indicated date. If no sales of Common Stock were made on said exchange on that date, “Fair Market Value” shall mean the closing sale price of Common Stock as reported for the most recent preceding day on which sales of Common Stock were made on said exchange, or, failing any such sales, such othe

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