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








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











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,

Chief Executive Officer &
President