Exhibit 10.3


SCHOLASTIC CORPORATION

2007 OUTSIDE DIRECTORS’ STOCK INCENTIVE PLAN

Restricted Stock Unit Agreement


          SCHOLASTIC CORPORATION, a Delaware
corporation (the “Company”), hereby grants to ______________________ (the
“Outside Director”) One Thousand Two Hundred (1,200) 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 issued to 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 September __, 20__, the
expiration of the twelve (12) month period beginning on 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 vesting. 


                    (b) One
share of Common Stock shall be issued to the Outside Director with respect to
each vested Restricted Stock Unit as soon as practicable following the vesting
of the Restricted Stock Units. The certificate or certificates for the Common
Stock issued to the Outside Director shall be registered in the name of the
Outside Director and may bear a legend as required under the Plan and/or under
applicable law.


                    (c) In the event that an Outside
Director shall cease to serve as an Outside Director prior to expiration of the
twelve (12) month period beginning on 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 of the Restricted Stock Units. In the
event that an Outside Director shall cease to serve as an Outside Director
prior to expiration of the twelve (12) month period beginning on the Grant Date
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
issued to the Outside Director 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
issued to the Outside Director following the vesting of the Restricted Stock
Units if the issuance of the Common Stock would constitute a violation of any
applicable federal or state securities laws or other laws or regulations. As a
condition to the issuance of Common Stock, 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.


          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 issuance of a stock certificate 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. The 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 the 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