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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/02/13 Scholastic Corp 10-Q 11/30/12 79:8M Command Financial |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 779K
2: EX-10.1 Material Contract HTML 52K
3: EX-10.2 Material Contract HTML 35K
4: EX-10.3 Material Contract HTML 34K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
7: EX-32 Certification -- §906 - SOA'02 HTML 24K
53: R1 Document And Entity Information HTML 47K
42: R2 Condensed Consolidated Statements of Operations HTML 115K
51: R3 Condensed Consolidated Statements of Comprehensive HTML 56K
Income (Loss)
55: R4 Condensed Consolidated Balance Sheets HTML 166K
72: R5 Condensed Consolidated Balance Sheets HTML 29K
(Parentheticals)
44: R6 Consolidated Statements of Cash Flows HTML 189K
50: R7 Basis of Presentation HTML 42K
38: R8 Discontinued Operations HTML 61K
28: R9 Segment Information HTML 161K
73: R10 Debt HTML 68K
57: R11 Commitments and Contingencies HTML 28K
56: R12 Earnings (Loss) Per Share HTML 66K
62: R13 Goodwill and Other Intangibles HTML 73K
63: R14 Investments HTML 42K
60: R15 Employee Benefit Plans HTML 64K
64: R16 Stock-Based Compensation HTML 38K
52: R17 Severance and Exit Costs HTML 32K
54: R18 Treasury Stock HTML 27K
59: R19 Fair Value Measurements HTML 40K
78: R20 Income Taxes and Other Taxes HTML 28K
68: R21 Derivatives and Hedging HTML 33K
47: R22 Other Accrued Expenses HTML 35K
58: R23 Subsequent Events HTML 25K
49: R24 Accounting Policies, by Policy (Policies) HTML 43K
21: R25 Discontinued Operations (Tables) HTML 58K
69: R26 Segment Information (Tables) HTML 149K
75: R27 Debt (Tables) HTML 58K
33: R28 Earnings (Loss) Per Share (Tables) HTML 61K
32: R29 Goodwill and Other Intangibles (Tables) HTML 69K
36: R30 Investments (Tables) HTML 40K
37: R31 Employee Benefit Plans (Tables) HTML 55K
39: R32 Stock-Based Compensation (Tables) HTML 35K
19: R33 Severance and Exit Costs (Tables) HTML 31K
66: R34 Treasury Stock (Tables) HTML 28K
46: R35 Other Accrued Expenses (Tables) HTML 35K
48: R36 Basis of Presentation (Detail) HTML 28K
24: R37 Discontinued Operations (Detail) - Schedule of HTML 42K
operating results of the discontinued operations
77: R38 Discontinued Operations (Detail) - Schedule of HTML 43K
assets and liabilities of the discontinued
operations
14: R39 Segment Information (Detail) - Schedule of segment HTML 109K
reporting information
40: R40 Debt (Detail) HTML 57K
71: R41 Debt (Detail) - Schedule of debt HTML 36K
23: R42 Debt (Detail) - Schedule of debt (Parentheticals) HTML 26K
31: R43 Debt (Detail) - Schedule for maturities of the HTML 29K
carrying values of the Company's debt obligations
35: R44 Earnings (Loss) Per Share (Detail) HTML 35K
43: R45 Earnings (Loss) Per Share (Detail) - Summary of HTML 79K
reconciliation of the numerators and denominators
for the Basic and Diluted earnings (loss) per
share
18: R46 Goodwill and Other Intangibles (Detail) HTML 43K
27: R47 Goodwill and Other Intangibles (Detail) - Schedule HTML 42K
of activity in goodwill
16: R48 Goodwill and Other Intangibles (Detail) - Schedule HTML 42K
of other intangible assets subject to amortization
70: R49 Goodwill and Other Intangibles (Detail) - Schedule HTML 25K
of other intangible assets subject to amortization
(Parentheticals)
22: R50 Goodwill and Other Intangibles (Detail) - Schedule HTML 27K
of other intangible assets not subject to
amortization
67: R51 Investments (Detail) HTML 35K
25: R52 Investments (Detail) - Schedule of cost and equity HTML 34K
method investments
41: R53 Employee Benefit Plans (Detail) HTML 25K
15: R54 Employee Benefit Plans (Detail) - Schedule of net HTML 48K
periodic costs
17: R55 Stock-Based Compensation (Detail) - Schedule of HTML 32K
stock-based compensation
34: R56 Severance and Exit Costs (Detail) HTML 25K
20: R57 Severance and Exit Costs (Detail) - Schedule of HTML 27K
accrued severance cost associated with cost
reduction measures
74: R58 Treasury Stock (Detail) - Schedule of repurchase HTML 29K
of common stock
45: R59 Fair Value Measurements (Detail) HTML 23K
61: R60 Income Taxes and Other Taxes (Detail) HTML 23K
26: R61 Derivatives and Hedging (Detail) HTML 23K
29: R62 Other Accrued Expenses (Detail) - Schedule of HTML 48K
accrued expenses
65: R63 Subsequent Events (Detail) HTML 27K
76: XML IDEA XML File -- Filing Summary XML 112K
30: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.58M
8: EX-101.INS XBRL Instance -- schl-20121130 XML 2.78M
10: EX-101.CAL XBRL Calculations -- schl-20121130_cal XML 164K
11: EX-101.DEF XBRL Definitions -- schl-20121130_def XML 805K
12: EX-101.LAB XBRL Labels -- schl-20121130_lab XML 982K
13: EX-101.PRE XBRL Presentations -- schl-20121130_pre XML 774K
9: EX-101.SCH XBRL Schema -- schl-20121130 XSD 209K
79: ZIP XBRL Zipped Folder -- 0000930413-13-000037-xbrl Zip 153K
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Exhibit 10.3
SCHOLASTIC CORPORATION
2007 OUTSIDE DIRECTORS STOCK INCENTIVE PLAN
Amended and Restated Effective July 18, 2012
Restricted Stock Unit Agreement
SCHOLASTIC CORPORATION, a Delaware corporation (the "Company"), hereby grants to ______________________ (the "Outside Director") ____ (___) Restricted Stock Units in respect of shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), in all respects subject to the terms and provisions of the Scholastic Corporation 2007 Outside Directors 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.
1. Grant Date. The Restricted Stock Units are granted effective as of September __, 20__ (“Grant Date”).
2. Vesting and Payment. The Restricted Stock Units shall vest and shares of Common Stock shall be registered in the name of the Outside Director in settlement thereof as follows:
(a) Except as provided in Section 2(c) of this Agreement, 100% of the Restricted Stock Units granted by this Agreement shall vest on the earlier of (i) September __, 20__, the expiration of the twelve (12) month period beginning on the Grant Date, and (ii) the date of the Annual Meeting of Stockholders next following the Grant Date, provided that the Outside Director shall have continuously served as an Outside Director of the Company from the Grant Date through the date of such vesting.
(b) One share of Common Stock shall be registered in the name of the Outside Director with respect to each vested Restricted Stock Unit within thirty (30) days of the vesting date of the Restricted Stock Units.
(c) In the event that an Outside Director shall cease to serve as an Outside Director prior to the earlier of (i) the expiration of the twelve (12) month period beginning on the Grant Date, and (ii) the date of the Annual Meeting of the Stockholders next following the Grant Date for any reason other than death or disability, all of the Restricted Stock Units shall be forfeited immediately upon such cessation of services. In the event that an Outside Director shall cease to serve on the Board but shall have been designated as a Director Emeritus, such Outside Director shall be deemed to continue in service as an Outside Director until termination of his or her Director Emeritus status for purposes of determining the vesting and payment of the Restricted Stock Units. In the event that an Outside Director shall cease to serve as an Outside Director prior to the earlier of (i) the expiration of the twelve (12) month period beginning on the Grant Date, and (ii) the date of the Annual Meeting of Stockholders next following the date of grant by reason of death or (as determined by the Board on the basis of all the facts and circumstances) disability, all of the Restricted Stock Units shall become immediately
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vested upon such cessation of services and shares of Common Stock in respect of the Restricted Stock Units shall be registered in the name of the Outside Director within thirty (30) days of such vesting date as provided in Section 2(b) of this Agreement.
3. Nontransferability of Restricted Stock Unit. The Restricted Stock Units may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as provided by the Internal Revenue Code of 1986 or the rules thereunder. Subject to the foregoing and the terms of the Plan, the terms of this Restricted Stock Unit Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Outside Director.
4. Restrictions on Common Stock Issuance. Common Stock shall not be registered in the name of the Outside Director following the vesting of the Restricted Stock Units if such registration would constitute a violation of any applicable federal or state securities laws or other laws or regulations or policies of the Company. As a condition to registration of shares in the name of the Outside Director, the Company may require the Outside Director to make any representation and warranty to the Company as may be required by any applicable law or regulations.
5. No Shareholder Rights before Issuance of Common Stock. No rights as a shareholder shall exist with respect to the Common Stock as a result of the grant of the Restricted Stock Units. Such rights shall exist only after shares of Common Sock are registered in the name of an Outside Director following the vesting of the Restricted Stock Units as provided in this Agreement and the Plan.
6. No Enlargement of Rights. Neither the Plan nor the Restricted Stock Units granted hereunder shall confer upon the Outside Director any right to continue as a Director of the Company. The Outside Director shall have only such rights and interests as are expressly provided in this Agreement and the Plan.
7. Withholding Tax Liability. In connection with the vesting of the Restricted Stock Units or the issuance of Common Stock in settlement thereof, the Company and the Outside Director may incur liability for income withholding tax. The Outside Director understands and agrees that if the Company is required to withhold part or all of the Outside Director's annual or meeting fees to pay any such withholding tax, and that if such fees are insufficient, the Company may require the Outside Director, as a condition of the issuance of Common Stock under this Agreement, to pay in cash the amount of any such withholding tax liability.
8. Effect of the Plan on Restricted Stock Unit. This Restricted Stock Unit Agreement is subject to, and the Company and the Outside Director agree to be bound by, all of the terms and conditions of the Plan, as such may be amended from time to time in accordance with the terms thereof, provided that no such amendment shall deprive the Outside Director, without his or her consent, of any outstanding Restricted Stock Units or
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any rights hereunder. Pursuant to the Plan, the Board is authorized to adopt rules and regulations, consistent with the Plan and as it shall deem appropriate and proper with regard to the Plan. A copy of the Plan in its present form is available for inspection by the Outside Director during the Company's business hours at the Company’s principal office.
9. Entire Agreement. The terms of this Agreement and the Plan constitute the entire agreement between the Company and the Outside Director with respect to the Restricted Stock Units and supersede any and all previous agreements between the Company and the Outside Director with respect thereto.
10. Severability. If any provision of this Agreement, or the application of such provision to any person or circumstances, is held valid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held valid or unenforceable, shall not be affected thereby.
11. Section 409A of the Code. It is the intention of the parties to this Restricted Stock Unit Agreement that no payment or entitlement pursuant to this Restricted Stock Unit Agreement will give rise to any adverse tax consequences to the Outside Director under Section 409A of the Code or the regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Restricted Stock Unit Agreement and the Plan shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein or the Plan to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein or in the Plan to avoid the application of, or the excise tax under, Section 409A. Further, no effect shall be given to any provision in the Plan or this Agreement in a manner that reasonably could be expected to give rise to adverse tax consequences under Section 409A. Although the Company shall consult with the Outside Director in good faith regarding implementation of this Section 11, neither the Company nor its current or former employees, officers, directors, agents or representatives shall have any liability to the Outside Director with respect to any additional taxes, excise taxes, accelerated taxation, penalties or interest for which the Outside Director may become liable in the event that any amounts under this Agreement are determined to violate Section 409A.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.
OUTSIDE DIRECTOR |
SCHOLASTIC CORPORATION |
_______________________________ |
By: ______________________________ |
Name: Richard Robinson |
|
Title: Chairman of the Board, |
| Referenced-On Page | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| This ‘10-Q’ Filing | Date | First | Last | Other Filings | |||||
 | |||||||||
| Filed on: | 1/2/13 | 4 | |||||||
| For Period end: | 11/30/12 | ||||||||
| 7/18/12 | 1 | ||||||||
| List all Filings | |||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/21/23 Scholastic Corp. 10-K 5/31/23 137:16M 11/28/22 Scholastic Corp. SC TO-I/A 2:94K Scholastic Corp. Donnelley … Solutions/FA 11/23/22 Scholastic Corp. SC TO-I/A 2:88K Scholastic Corp. Donnelley … Solutions/FA 10/25/22 Scholastic Corp. SC TO-I 10:1.2M Scholastic Corp. Donnelley … Solutions/FA 7/22/22 Scholastic Corp. 10-K 5/31/22 131:17M 7/23/21 Scholastic Corp. 10-K 5/31/21 129:16M |