0001193125-12-297457 Sample Contracts

SCHOOL SPECIALTY, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • July 9th, 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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SCHOOL SPECIALTY, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • July 9th, 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

SCHOOL SPECIALTY, INC.
Non-Vested Stock Unit Agreement • July 9th, 2012 • School Specialty Inc • Wholesale-durable goods

School Specialty, Inc. (the “Company”) has granted you an award of Non-vested Stock Units (“NSUs”) under the 2002 Stock Incentive Plan (the “Plan”) to be paid in shares of the Company’s common stock, $0.001 par value (“Performance Shares”), on the Vesting Date as defined below. The potential number of Performance Shares granted pursuant to this award of NSUs is set forth below and issuance by the Company of the Performance Shares is (i) contingent upon the Company achieving the performance objectives identified below; (ii) subject to other terms and conditions and contingencies set forth in the Equity Rules of Administration as adopted by the Compensation Committee of the Board of Directors, and subject to amendment at the sole discretion of the Compensation Committee.

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