Amendment to Employment Agreement for David J. Vander Zanden



 EXHIBIT 10.1 
 AMENDMENT TO EMPLOYMENT AGREEMENT 
 THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is executed as of the 31st of December 2008, by and between David J. Vander Zanden
(“Employee”) and School Specialty, Inc. (the “Company”). Capitalized terms used herein which are not otherwise defined have the same meaning as in the Employment Agreement between the Company and the Employee dated as of
September 1, 2002 (the “Employment Agreement”). 
 RECITALS 
 The Company and Employee have entered into the Employment Agreement. 
 The Company and Employee wish to amend the Employment Agreement so that payments of salary continuation thereunder upon a qualifying termination of employment will not be subject to penalty or interest under the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other authority promulgated pursuant to Section 409A of the Code (jointly, the “Section 409A Authority”).

 NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by the Company and Employee (jointly, the “Parties”), the Parties agree as follows: 
 1. Definition of Termination of Employment. For all purposes of the Employment Agreement, Employee’s employment shall be treated as if it were terminated if the termination meets the definition of
“separation from service” as set forth in Treas. Reg. §1.409A-1(h)(1). 
 2. “Specified Employee” Delay in
Payments. Notwithstanding anything to the contrary contained in the Employment Agreement or this Amendment, if (a) Employee is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i), and (b) any amounts or
benefits to be paid to the Employee upon termination of employment, as defined in Paragraph 1, above, do not qualify for exemption from Section 409A or this delay in payment rule under the short-term deferral exception to deferred compensation
of Treas. Reg. §1.409A-1(b)(4), the separation pay plan exception to deferred compensation of Treas. Reg. §1.409A-1(b)(9), or otherwise, then payments of such amounts, not exempt from Section 409A of the Code, shall be made in
accordance with the terms of the Employment Agreement, but in no event earlier than the first to occur of (i) the day after the six-month anniversary of Employee’s termination of employment, or (ii) Employee’s death. Any payments
delayed pursuant to the prior sentence shall be made in a lump sum, on the first business day after the six-month anniversary of Employee’s termination of employment, along with interest thereon payable at the short-term applicable federal rate
for monthly payments, as determined under Section 1274(d) of the Code, for the month in which Employee’s employment terminated. 







 3. Treatment as Separate Payments. Each payment under this Amendment will be considered a
“separate payment” and not one of a series of payments for purposes of Code Section 409A. 
 4. Section 409A
Compliance. The Employment Agreement, as amended by this Amendment, shall be construed and interpreted to comply with the requirements of Section 409A of the Code and the Section 409A Authority. No amendment to the Employment Agreement
shall be effective if it would cause any compensation thereunder to be subject to penalty under Section 409A of the Code. 
 5.
Effect of Amendment. The Employment Agreement, as amended by this Amendment, shall remain in full force and effect. 
 IN WITNESS
WHEREOF, the Parties hereto have caused this Amendment to be duly executed as of the date first written above. 
  

			
	EMPLOYEE:
	
	 /s/ David Vander Zanden

	David J. Vander Zanden
	
	SCHOOL SPECIALTY, INC.
		
	By:	 	 /s/ Thomas Slagle

	Print Name:	 	Thomas Slagle
	Title:	 	President & COO


  

 2