0000892712-16-001540 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2016 • School Specialty Inc • Wholesale-durable goods

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is executed as of this 23rd day of March 2016 (“the Effective Date”), by and between Joseph M. Yorio (“Executive”) and School Specialty, Inc. (the “Company”).

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SCHOOL SPECIALTY, INC.
Stock Option Agreement • March 25th, 2016 • School Specialty Inc • Wholesale-durable goods

School Specialty, Inc. (the “Company”) granted you an option (the “Option”) under the 2014 Incentive Plan of School Specialty, Inc. (the “Plan”) on April 24, 2014 pursuant the Stock Option Agreement dated as of April 24, 2014 between you and the Company. The Option lets you purchase a specified number of shares of the Common Stock (the “Option Shares”), at price per share specified in Schedule I hereto (the “Exercise Price”). This Amended and Restated Stock Option Agreement (this “Agreement”) supersedes and replaces the Stock Option Agreement dated as of April 24, 2014 between you and the Company.

SCHOOL SPECIALTY, INC.
Restricted Stock Unit Agreement • March 25th, 2016 • School Specialty Inc • Wholesale-durable goods

School Specialty, Inc. (the “Company”) hereby grants you a Restricted Stock Unit Award (the “RSU Award”) under the 2014 Incentive Plan of School Specialty, Inc. (the “Plan”). This RSU Award entitles you to a number of shares of the Company’s common stock (the “Shares”) equal to the number of restricted stock units (the “RSUs”) granted to you as set forth in in Schedule I to this Restricted Stock Unit Agreement (this “Agreement”), subject to the terms and conditions set forth in this Agreement.

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