Exhibit 10.1


AGREEMENT AND GENERAL RELEASE


          Agreement
and General Release (“Agreement”), by and between Lisa Holton (“Employee” or
“you”) and Scholastic Inc. (the “Company”). 


          1. You acknowledge that effective October 5,
2007, (the “Resignation Date”), you shall resign your position as an Officer of
Scholastic Inc. and Scholastic Corporation and your position as Executive Vice
President and President, Book Fairs and Trade. After the Resignation Date, you
shall not represent yourself as being an officer of the Company or its
affiliates for any purpose. Following the Resignation Date, you shall continue
your employment with the Company on special assignment until December 28, 2007,
unless sooner terminated as provided herein (the “Employment Period”). On the
last day of the aforementioned Employment Period, your employment shall
terminate, including for purposes of participation in and coverage under all
benefit plans and programs sponsored by or through the Company Entities (as
herein defined), except for those benefits to which you may be entitled
following the Employment Period. You acknowledge and agree that the Company
Entities shall have no obligation to rehire you, or to consider you for
employment, after the conclusion of the Employment Period. You acknowledge that
the representations in this paragraph constitute a material inducement for the
Company to provide the payment(s) to you pursuant to paragraph 2 of this
Agreement. 


          2.
Following the Effective Date of this Agreement and in exchange for your waiver
of claims against the Company Entities and compliance with other terms and
conditions of this Agreement, the Company agrees: 


              (a)
You shall continue your employment with the Company on special assignment
through the Employment Period at your current salary rate. Your title shall be
Executive Consultant, and you shall report directly to Dick Robinson. Your
duties shall include editorial duties, transitioning your former
responsibilities to your successor, advising on special projects, and other
duties as may be assigned of a nature consistent with the duties of a senior
executive officer. The Company will consult with you about proposed
assignments. You agree to provide services from time to time through the Employment
Period (the dates and times of which shall be mutually agreed upon in good
faith by you and the Company). During the Employment Period, (a) business
expenses will be reimbursed in accordance with Company policy, and (b) you
shall have access to/use of Company voicemail and email, an administrative
assistant, and your Company-issued blackberry, laptop and such other business
materials as may be reasonably necessary for the performance of your work for
the Company during the Employment Period. Subject to the provisions in
paragraphs 7 and 9 of this Agreement, you may commence employment with another
entity on or after December 29, 2007. 


              (b)
To continue to pay the cost of medical, dental and vision benefit coverage
during the Employment Period to the same extent as prior to the Resignation
Date, with Employee to pay an amount equal to the employee share of the cost of
such coverage under the Company’s group medical plan as in effect from time to
time. After the Employment Period, to






the extent
eligible, you may purchase continuation medical benefits under the federal law
known as COBRA. The Company shall pay the cost of such COBRA coverage until the
date that is the earlier of six (6) months after the end of the Employment
Period or when you become employed by a company offering the opportunity to
participate in another group medical plan. 


              (c)
That you will continue to be eligible to participate in the Company’s 401(k)
plan, pension plan, life insurance, long term disability, and flexible spending
plan through the Employment Period. Deductions will be taken from bi-weekly
pay. 


              (d)
To pay you for two weeks accrued vacation time in your final paycheck and
subject to applicable withholding. 


              (d)
After the end of the Employment Period to pay you the equivalent of 6 months of
your current base annual salary, as severance pay, less applicable tax and
other withholdings. 


              (e)
The Company will recommend to the committee that administers the Company’s 2001
Stock Incentive Plan that it fully accelerate the vesting of the currently
unvested 4000 restricted stock units awards made to you under such plan on May
25, 2005. You will be eligible to exercise outstanding stock option awards made
to you, to the extent exercisable upon your termination of employment, through
the 90-day post-employment exercise period applicable to such awards, which
will commence at the end of the Employment Period. 


              Nothing
contained in this Agreement shall limit the right of the Company at any time to
amend, modify, cancel or administer any of the employee benefit programs, plans
or compensation arrangements in which you participate (other than this
Agreement). 


          3.
You acknowledge and agree that the payments and other benefits provided
pursuant to this Agreement: (i) are in full discharge of any and all
liabilities and obligations of the Company and the Company Entities to you,
monetarily or with respect to compensation and employee benefits or otherwise,
including but not limited to any and all obligations arising under any alleged
written or oral employment agreement, policy, plan, or practice or procedure of
the Company and/or any alleged understanding or arrangement between you and the
Company and the Company Entities; (ii) exceed any payment, benefits, or other
thing of value to which you might otherwise be entitled under any policy, plan,
practice or procedure of the Company and/or any agreement between you and the
Company and the Company Entities; and (iii) are being made to you, and you are
accepting such payments and benefits, as consideration for your release of
claims and other agreements made by you in this Agreement. You agree that no
other payments or benefits are due and owing to you from the Company and the
Company Entities. 


          4.  (a) In consideration for the payments and benefits to be provided you pursuant to
paragraph 2 above, you, for yourself and for your heirs, executors,
administrators, trustees, legal representatives, successors and assigns
(hereinafter referred to collectively as “Releasors”), forever release and
discharge the Company and its past, present and future shareholders, parent
entities, subsidiaries, divisions, affiliates and related business entities,
successors and assigns, assets, employee benefit plans or funds, and, in their
capacity as such, any of its or their respective past, present and/or future
directors, officers, fiduciaries, agents, trustees, administrators, employees,
consultants and assigns, whether acting on behalf of the Company or in their
individual or fiduciary capacities (collectively the “Company Entities”),


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from any and
all claims, demands, causes of action, fees and liabilities of any kind
whatsoever, whether known or unknown, which you ever had, now have, or may have
against any of the Company Entities by reason of any act, omission,
transaction, practice, plan, policy, procedure, conduct, occurrence, or other
matter up to and including the date on which you sign this Agreement. This
release does not extend to any workers’ compensation claims that were not known
to you as of the date on which you sign this agreement or to any
indemnification rights you may have by virtue of your employment with the
Company. 


          (b) Without
limiting the generality of the foregoing, this Agreement is intended to and
shall release the Company Entities from any and all claims, whether known or
unknown, which Releasors ever had, now have, or may have against the Companies
Entities arising out of your employment and/or your separation from that
employment, including, but not limited to: (i) any claim under the Age
Discrimination in Employment Act, The Older Workers Benefit Protection Act,
Title VII of the Civil Rights Act of 1964, as amended, the Americans with
Disabilities Act, as amended, the Family and Medical Leave Act of 1993, as
amended, the Employee Retirement Income Security Act of 1974, as amended,
(excluding claims for accrued, vested benefits under any employee benefit or
pension plan of the Company Entities, subject to the terms and conditions of
such plan and applicable law), the Worker Adjustment and Retraining
Notification Act, as amended, (ii) any claim under the New York State Human
Rights Law, the New York State Labor Law, New York State Wage and Hour Laws,
the New York State Executive Law, the New York City Administrative Code, the
New York State Constitution, (iii) any claim arising under certain agreements
between Employee and the Company dated April 1, 2005, (iv) any other claim
arising out of or related to any constitution, statute, civil or common law or
treaty of any confederation of nations, country or political subdivision
thereof, including without limitation, the United States of America and the
State and City of New York, and all other jurisdictions domestic and foreign,
relating to your employment, the terms and conditions of such employment, your
separation from such employment, and/or any of the events relating directly or
indirectly to or surrounding your separation from employment, including but not
limited to breach of contract (express or implied), wrongful discharge,
detrimental reliance, defamation, emotional distress or compensatory or
punitive damages; and (v) any claim for attorneys’ fees, costs, disbursements
and/or the like. Nothing in this Agreement shall be a waiver of claims that may
arise after the date on which you sign this Agreement. 


          (c) You
acknowledge that you are aware that you may later discover facts in addition to
or different from those which you now know or believe to be true with respect
to your employment with the Company, the Company itself and its employees and
officers, and/or any of the other Company Entities, and that it is your
intention to forever fully and finally settle and release any and all matters,
disputes, and differences, known or unknown, suspected and unsuspected, which
now exist, may later exist or may previously have existed between yourself and
any and all of the Company Entities, and that in furtherance of this intention,
the releases, waivers and discharges given in this Agreement shall be and
remain in effect as full and complete general releases notwithstanding
discovery or existence of any such additional or different facts. 


          (d) Execution
of this Agreement by you operates as a complete bar and defense against any and
all of your claims against the Company and/or the other Company Entities. If
you should hereafter make or bring any claims in any charge, complaint, action,
claim or proceeding against the Company and/or any of the Company Entities,
this Agreement


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may be raised
as, and shall constitute, a complete bar to any such charge, complaint, action,
claim or proceeding and the Company and/or the Company Entities shall be
entitled to and shall recover from you all costs incurred, including attorneys’
fees to the extent provided by law, in defending against any such charge,
complaint, action, claim or proceeding, in addition to and without any
limitation on any other remedy or relief at law or in equity. 


          5.
You represent and warrant that you have not commenced, maintained, prosecuted
or participated in any action, suit, charge, grievance, complaint or proceeding
of any kind against Company Entities in any court or before any administrative
or investigative body or agency and you agree that you will not do so in the
future with respect to any claims and/or causes of action waived in paragraph 4
above. You further acknowledge and agree that by virtue of the foregoing, you
have waived all relief available to you (including without limitation, monetary
damages, attorneys fees, equitable relief and reinstatement) under any of the
claims and/or causes of action waived in paragraph 4 above; provided, however,
that nothing contained in this Agreement shall prevent you from enforcing this
Agreement. 


          6.
You agree not to disparage or encourage or induce others to disparage any of
the Company Entities, and the Company agrees not to disparage or encourage
others to disparage you. For purposes of the preceding sentence, the term
“Company” shall mean the Chief Executive Officer of the Company and other
“covered employees” of the Company within the meaning of Internal Revenue Code
Section 162(m)(3). For the purposes of this Agreement, the term “disparage”
includes, without limitation, comments or statements to the press and/or media,
the financial and investor community, the Company Entities or any individual or
entity with whom any of the Company Entities has or has had a business, social
or professional relationship, which criticize, demean, malign or comment
disparagingly or negatively, as applicable, (a) you or (b) any of the Company
Entitles or their integrity, business or ethics and which would adversely
affect in any manner (i) the conduct of the business of any of the Company
Entities (including, without limitation, any business plans or prospects) or
(ii) the business, reputation or image of the Company Entities. You agree not
to publish or cause to be published, electronically or otherwise, any story,
article, column, comment, book (fiction or non-fiction) primarily or
substantially about the Company Entities or your association with the Company
and not to provide information about the Company or the Company Entities to any
person who may contact you about any such story, article, column, comment or
book, except that you may make reference to, and briefly describe, your
employment at the Company and your responsibilities and accomplishments in a
truthful, non-disparaging manner that does not violate your confidentiality
obligations as set forth in the agreement. For the avoidance of doubt, for you
to describe your employment with the Company in connection with a profile or
article about your career in publishing would not be a violation of this
Agreement; for you to respond to a reporter’s questions concerning an article
about Scholastic without prior approval from the Company would. Your
resignation from the Company shall be announced in a notice to employees of the
Company and a press release, which may also be provided to authors,
illustrators and agents. The Company agrees to consult with you about the
contents of the press release as it affects you. Except as in words or
substance as set forth in such notice and press release, neither you nor the
Company shall make any statements, provide any information or grant any
interviews to any press or media representatives, analysts, rating agencies,
investor groups and firms, and existing and potential shareholders relating to
your employment by the Company or your separation from employment or the
Company’s business; provided, however, that the Company shall make such
statements and disclosures to regulatory authorities


4






concerning
your employment, including the severance and other financial arrangements
between you and the Company, as may be required in the sole judgment of the
Company. You shall direct inquiries to the Company concerning you to Dick
Robinson who will respond thereto and who will make favorable comments about
you. Individuals who reported directly to you will be reminded to refer any
inquires about your employment to Dick Robinson or the Senior Vice President of
Human Resources. 


          7. You agree that, unless otherwise mutually agreed in writing, that you will not
until December 29, 2008, solicit or attempt to influence, persuade, induce or
assist any other person in so soliciting, influencing, persuading or inducing,
(i) any employee of Scholastic (other than clerical employees) to resign from
or terminate any employment, consulting, or business relationship with the
Company, without the Company’s prior approval, or (ii) any author or
illustrator whose identity has been mutually agreed upon in writing between the
parties to enter into any business relationship with you, or (iii) any author
or illustrator currently under contract with the Company, or with whom the
Company has reached an agreement in principle, even if not fully executed, and
not including any authors or illustrators covered under 7(ii) above, to enter
into any business relationship with you, but only to the extent that such
business relationship would prevent that author or illustrator from fulfilling
their contractual obligations to the Company and (iv) any customer or any
business that was in the habit of dealing with the Company to terminate their
business relationship with the Company. It is further agreed that if before
December 29, 2008, you are interested in soliciting someone employed by the
Company to work for you, you will notify the Company of that person’s identity,
and the Company will reasonably consider your request in good faith and respond
within 10 days of receiving your request. Please direct any such request to
Cynthia Augustine, Senior Vice President, Human Resources (or her successor) at
Scholastic Inc., 557 Broadway, New York, NY 10012. 


          8.  (a) You agree that, consistent with your professional and personal commitments, you
will cooperate with the Company and/or the Company Entities and its or their
respective counsel in connection with any investigation, administrative
proceeding or litigation relating to any matter that occurred during your
employment in which you were involved or of which you have knowledge. The
Company agrees to provide you with reasonable notice and to reimburse any out
of pocket expenses that you may incur in connection with your obligations under
this paragraph. 


               (b) You
agree that, in the event you are subpoenaed by any person or entity (including,
but not limited to, any government agency) to give testimony (in a deposition,
court proceeding or otherwise) or to furnish documents, which in any way
relates to your employment by the Company and/or the Company Entities, you will
give prompt notice of such request to Devereux Chatillon, Senior Vice
President, General Counsel (or her successor) at Scholastic Inc., 557 Broadway,
New York, NY 10012 and unless required by court or government order will make
no disclosure until the Company and/or the Company Entities have had a
reasonable opportunity to contest the right of the requesting person or entity
to such disclosure. The Company agrees to provide counsel for you at the
Company’s expense in the event it objects to such subpoena pursuant to its
policies and procedures. You retain the right to hire your own counsel at any time
at your expense. As a former officer of the Company, you will continue to be
covered by the Company’s policies regarding indemnification of officers and
directors with respect to any actions taken by you as an officer of the Company
pursuant to the terms of such policies and the Company’s customary policies and
procedures.


5






          9.  (a)
You acknowledge that, during the course of your employment with the Company
and/or any of the Company Entities, you have had access to information,
including but not limited to trade
secrets, proprietary information, ideas, know-how, marketing plans, pricing
policies, new products, distribution policies, licenses, costs, customer lists,
marketing plans, projections, business plans, new projects, forecasts, supplier
arrangements, works of authorship, publishing lists, ideas, internal
discussions and communications, and strategies relating to the Company and/or
the Company Entities and their respective businesses that is not generally
known by persons not employed by the Company and/or the Company Entities and
that could not easily be determined or learned by someone outside of the
Company and/or the Company Entities (“Confidential Information”). You agree not
to disclose or use such Confidential Information at any time in the future,
except if such information is then in the public domain other than as the
result of your unauthorized disclosure. You agree that you shall not, without
the Company’s approval, accept employment in, acquire any financial interest in
or perform services for or in connection with a business or entity in which
your duties would explicitly or inherently require you to reveal, report, use
or publish any Confidential Information. 


               (b)
You acknowledge that all Confidential Information made or conceived by you
during your employment shall be the property of the Company and you hereby
assign all of your rights, title and interest in such Confidential Information
to the Company without additional consideration. You further acknowledge that
all original works of authorship that have been made by you while employed by
the Company are “works made for hire”. You hereby waive all moral rights
relating to all work developed or produced by you, including without limitation
any and all rights of identification of authorship and any and all rights of
approval, restriction or limitation on use and subsequent modifications. 


          10. You
represent that, following the Employment Period, you will return to the Company
all property belonging to the Company and/or the Company Entities, including
but not limited to laptop, cell phone, blackberry, keys, credit cards, card
access to the building and office floors, phone card, rolodex (if provided by
the Company and/or the Company Entities), computer user name and password,
access codes, disks and/or voicemail code, any document or record containing
Confidential Information, reports, customer lists, proprietary information,
notes, business plans, memoranda, manuals and records, software, business
information in any form and other physical or personal property of the Company
in any form. You agree that you will not retain any copies, duplicates,
reproductions or excerpts of the foregoing in any media. 


          11.  (a) If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, void or unenforceable, such provision shall have no
effect; however, the remaining provisions shall be enforced to the maximum
extent possible. Further, if a court should determine that any portion of this
Agreement is overbroad or unreasonable, such provision shall be given effect to
the maximum extent possible by narrowing or enforcing in part that aspect of
the provision found overbroad or unreasonable, including narrowing the
geographic scope or duration of such provision. Additionally, you agree that if
you materially breach this Agreement which breach is not cured (if curable)
within 30 days of written notice of such breach by the Company, the Company
Entities may seek all relief available under the law and you shall be
responsible for all damages suffered by the Company and the Company Entities.
Any such breach that is not cured (if curable) shall have the effect of
immediately terminating the Employment Period and you shall thereafter have no
right to receive any further payments or benefits under this Agreement. 


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               (b)
The provisions of paragraphs 3 to 10 and of this Agreement are essential,
critical and material terms of this Agreement. If there is a breach or
threatened breach of the
provisions of such paragraphs, the Company shall be entitled to an injunction
restraining you from such breach, without posting a bond. You acknowledge that
such breach or threatened breach shall cause irreparable harm to the Company
and that money damages shall not provide an adequate remedy to the Company.
Nothing contained in this Agreement shall be construed as prohibiting the
Company from pursuing any other remedies at law or equity for such breach or
threatened breach. 


          12. (a)
This Agreement shall be construed and enforced in accordance with the laws of
the State of New York. Jurisdiction to enforce this Agreement shall lie
exclusively in the courts of the United States and the Supreme Court of the
State of New York located in New York County and having subject matter
jurisdiction. The parties hereby consent to the personal jurisdiction of the
referenced courts over each party and agree not to assert that any action
brought in such jurisdiction has been brought in an inconvenient forum. 


               (b)
Should any provision of this Agreement require interpretation or construction,
it is agreed by the parties that the entity interpreting or constructing this
Agreement shall not apply a presumption against one party by reason of the rule
of construction that a document is to be construed more strictly against the
party who prepared the document. 


               (c)
This Agreement is not intended, and shall not be construed, as an admission
that any of the Company Entities has violated any federal, state or local law
(statutory or decisional), ordinance or regulation, breached any contract or
committed any wrong whatsoever against you. 


               (d)
Except to the extent required by law, you agree to keep this Agreement confidential
and not to disclose its contents to any persons other than your immediate
family, your domestic partner, your financial advisor, and your legal and tax
advisors. 


          13.
This Agreement is binding upon, and shall inure to the benefit of, the parties
and their respective heirs, executors, administrators, successors and assigns. 


          14.
You understand that this Agreement constitutes the complete understanding
between the Company and you, and supersedes any and all agreements,
understandings, and discussions, whether written or oral, between you and any
of the Company Entities. No other promises or agreements shall be binding
unless in writing and signed by both the Company and you after the Effective
Date of this Agreement. No oral understandings, statements, promises or
inducements contrary to the terms of this Agreement exist. You acknowledge that
you are not relying on any representations made by the Company or the Company
Entities regarding this Agreement or the implications thereof. 


          15.
Pursuant to Section 7(f)(2) of the Age Discrimination in Employment Act of
1967, as amended, the Company hereby advises you that you should consult
independent counsel before executing this Agreement, and you acknowledge that
you have been so advised. You further acknowledge that you have had an
opportunity to consider this Agreement for up to twenty-one (21) days before
signing it. You may also revoke this Agreement within seven (7) days after
executing it by notifying Cynthia Augustine, Senior Vice President, Human
Resources. If you revoke the Agreement, all of the terms and conditions
contained herein will


7






become null
and void. It is understood and agreed that the offer contained in this
Agreement will automatically expire on the twenty-first day following the date
on which this Agreement is received by you, unless the parties are in active
negotiations regarding the terms of the Agreement, in which case the deadline
is extended until negotiations cease. You may accept this Agreement by signing
it and returning it to Cynthia Augustine, Senior Vice President, Human
Resources (or her successor) at Scholastic Inc., 557 Broadway, New York, NY
10012. 


          16.
The effective date of this Agreement shall be the 8th day following the date on
which you sign the Agreement (the “Effective Date”). 


          17.
You acknowledge that you: (a) have carefully read this Agreement in its
entirety; (b) are hereby advised by the Company in writing to consult with an
attorney of your choice in connection with this Agreement; (c) fully understand
the significance of all of the terms and conditions of this Agreement and have
discussed them with your independent legal counsel, or have had a reasonable
opportunity to do so; (d) have had answered to your satisfaction by your
independent legal counsel any questions you have asked with regard to the
meaning and significance of any of the provisions of this Agreement; (e) are
signing this Agreement voluntarily and of your own free will and agree to abide
by all the terms and conditions contained herein after having been advised by
your attorney; and (f) this Agreement is not made in connection with any exit
incentive or other employee termination offered to a group or class of
employees. 


	
 

	
 


	
 

	
/s/ Lisa
 Holton


	
 

	



	
 

	
 


	
 

	
Lisa Holton


	
 

	
Date:
 October 5, 2007


	
 

	
 


	
 

	
SCHOLASTIC
 INC.


	
 

	
 








	
 

	
 

	
 


	
 

	
By:

	
/s/ Cynthia
 Augustine


	
 

	
 

	



	
 

	
 

	
Cynthia
 Augustine


	
 

	
 

	
Senior Vice
 President, Human


	
 

	
 

	
Resources


	
 

	
 

	
Date:
 October 5, 2007





8






STATE OF NEW
YORK          ) 


                                                   )
ss.:


COUNTY OF NEW
YORK      ) 


          On
this 5th day of October 2007, before me personally came Lisa Holton
to me known and known to me to be the person described and who executed the
foregoing Agreement, and she duly acknowledged to me that she executed the
same. 


	
 

	
 


	
 

	
/s/ Paul
 Marcotrigiano


	
 

	



	
 

	
Notary
 Public





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