Exhibit 10.2





SCHOLASTIC CORPORATION


2007 OUTSIDE DIRECTORS' STOCK INCENTIVE
PLAN


Stock Option Agreement


 


 


SCHOLASTIC CORPORATION,
a Delaware corporation (the "Company"), hereby grants to ______________________ (the "Outside Director") an
option (the "Option") to purchase ____ (__) shares of common stock, par value $.01 per share, of the Company (the "Common
Stock"), at the price and on the terms set forth herein, and 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.Date of Grant; Term of Option.
The Option is granted effective as of September __ , 20__. The term of the Option is ten years from the date of grant, subject
to earlier expiration of the Option as provided in this Agreement.


 


2.Option Exercise Price.
The exercise price of the Option is $____ per share, which price is the Fair Market Value per share on the date of grant.


 


3.Exercise of Option. The
Option shall be exercisable only during its term and only in accordance with the terms and provisions of the Plan and this Agreement
as follows:


 


(a)Right to Exercise. The
Option shall not be exercisable until the earlier of (i) September __, 20__, the expiration of the twelve (12)-month period beginning
on the date of grant, and (ii) the date of the Annual Meeting of Stockholders next following the date of grant.


 


(b)Method
of Exercise. Once exercisable, subject to the provisions of the Plan and this Agreement, the Option may be exercised,
in whole or in part, pursuant to the notice and payment procedures then in effect as established by the Company, in its sole discretion,
which procedures may be electronic and may require providing notice to a broker or recordkeeper designated by the Company. Any
written or electronic notice of exercise by an Outside Director shall be irrevocable. Shares of Common
Stock as to which the Option shall be exercised shall be registered in the name of the Outside Director.


 


(c)Restrictions
on Exercise. The Option may not be exercised if the issuance of the Common Stock upon such exercise would constitute a violation
of any applicable federal or state securities laws or other laws or regulations. As a condition to the exercise of the Option,
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 regulation. The Option may not be exercised during any period prohibited by the Company’s stock trading policies
or applicable securities laws. The Option may not be exercised with respect to a fractional share of Common Stock.


 






(d)No Shareholder Rights before
Exercise and Issuance. No rights as a shareholder shall exist with respect to the Common Stock subject to the Option as a result
of the grant of the Option. Such rights shall exist only after shares of Common Stock are registered in the name of an Outside
Director following the exercise of the Option as provided in this Agreement and the Plan.


 


4.Termination of Services as
an Outside Director.


 


(a)If
the Outside Director ceases to serve as a member of the Board of Directors of the Company (the "Board") for any reason
other than death or disability, the Outside Director shall have the right to exercise the Option at any time within six (6) months
after the date of such cessation to the extent that the Outside Director was entitled to exercise the Option at the date of such
cessation of services as provided in Section 3(a) above (subject to any earlier expiration of the Option as provided under this
Agreement). In the event that an Outside Director shall cease to serve as an Outside Director prior to the earlier of (i)
the twelve (12) month period beginning on the Grant Date, and (ii) the date of the Annual Meeting of the Stockholders next following
the date of grant for any reason other than death or disability, the Option shall be forfeited immediately upon such cessation
of services. Notwithstanding the foregoing, in the event
that an Outside Director shall cease to serve on the Board but shall be designated as a Director Emeritus, his or her Option shall
continue to be exercisable as though the Outside Director continued to serve as a Director until six (6) months after termination
of his or her Director Emeritus status or, if earlier, expiration of the Option under this Agreement. 


 


(b)If the Outside Director
ceases to serve as a Director on the Board by reason of his or her disability (as determined by the Board), the Option may be exercised
in full or in part (even though the Option may not yet have become exercisable as provided in Section 3(a)) by the Outside Director
or his or her legally appointed representative, at any time within the twelve (12) months after the date of such cessation of services
(subject to any earlier expiration of the Option as provided under this Agreement).


 


(c)If the Outside Director
ceases to serve as a Director on the Board by reason of his or her death, or if the Outside Director dies within three (3) months
after ceasing to serve as a Director other than by reason of his or her disability or within twelve (12) months after ceasing to
serve as a Director by reason of his or her disability, the Option may be exercised by the Outside Director's heir or representative
at any time [within twelve (12) months after the Outside Director's death] [Note: the Plan does not impose a 12-month post-death
time limit for exercise; the Committee can set a shorter time for exercise per 10(d) of the Plan] (subject to any earlier expiration
of the Option as provided under this Agreement) to the following extent: (i) in the case of the Outside Director's death while
serving as a Director, as to all or any part of the remaining unexercised portion of the Option, notwithstanding that the Option
may not have been exercisable as of the date of the Outside Director's death as provided in Section 3(a) above, and (ii) in the
case of the Outside Director's death after he or she ceased to serve as a Director as a result of disability or otherwise, to the
extent that the Outside Director was entitled to exercise the Option as of the date of his or her death, giving effect to the provisions
of the preceding subsections (a) and (b).


 


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(d)Notwithstanding the provisions
of this Section 4(b) and (c), in no event may an Option be exercised within six (6) months from the date of grant.


 


5.Nontransferability of Option.
The Option 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, and may be exercised during
the lifetime of the Outside Director only by the Outside Director. Subject to the foregoing and the terms of the Plan, the terms
of the Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Outside Director.


 


6.No Enlargement of Rights.
Neither the Plan nor the Option 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 exercise of the Option, 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 exercise of the Option, to pay in cash the amount of any such withholding tax liability.


 


8.Effect of the Plan on Option.
The Option 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 an outstanding Option or any rights hereunder. Pursuant to the Plan, the Committee
appointed by the Board of Directors of the Company 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
during the Company's business hours by the Outside Director or the persons entitled to exercise the Option 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 subject matter hereof and supersede any and all previous agreements between the Company and the Outside Director.


 


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.


 


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11.Section
409A of the Code. It is the intention of the parties to this Stock Option Agreement that no payment or entitlement pursuant
to this Stock Option 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 Stock Option 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.


 


IN WITNESS WHEREOF,
this Agreement has been executed by the undersigned effective as of the day and year first set forth above.


 


	OUTSIDE
          DIRECTOR
	SCHOLASTIC
          CORPORATION 

	 	 
	_______________________________ 
	______________________________

	 	Richard
        Robinson

	 	Chairman
        of the Board,

        Chief Executive Officer &
      President



 


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