Exhibit 10.11 


SCHOLASTIC CORPORATION


GUIDELINES FOR STOCK UNITS

GRANTED UNDER THE

SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN

(As Amended and Restated as of July 21, 2009)


          Grants
of Stock Units (as defined below) under the Scholastic Corporation 2001 Stock
Incentive Plan (the “Plan”) shall be subject to, and governed by, the
provisions set forth in these guidelines, the Plan (including, without
limitation, Article VIII) and the applicable Award Agreement. An Award of Stock
Units shall constitute an Other Stock-Based Award under the Plan. Unless
otherwise indicated, any capitalized term used but not defined in these
guidelines shall have the meaning ascribed to such term in the Plan. 


          To
the extent applicable, these guidelines are intended to comply with the
applicable requirements of Section 409A of the Code (and the regulations
thereunder) and shall be limited, construed and interpreted in a manner so as
to comply therewith. 


          The
Company initially adopted these guidelines effective as of September 20, 2004.
The Company amended and restated these guidelines effective as of May 25, 2006
in order to include a deferral feature that complies with the requirements of
Section 409A of the Code. The Company amended and restated these guidelines as
of September 23, 2008, effective as of January 1, 2005, in order to provide for
deferrals of performance-based awards and comply with the requirements of
Treasury Regulations issued under Section 409A. The Company hereby amends and
restates these guidelines effective with respect to awards of Stock Units made
on or after July 21, 2009 to modify the treatment of Stock Units upon
Termination of Employment or Consultancy. These guidelines are part of the Plan
and shall expire in accordance with Article XV thereof. 


	
 

	
 


	
1. Definitions. For purposes of these guidelines, the
 following definitions shall apply:





          1.1.
“Cause” means, solely for purposes of the grant of Stock Units and
notwithstanding the definition of Cause in the Plan: (a) in the case where
there is no employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate
and the Participant at the time of the grant of the Stock Unit (or where there
is such an agreement but it does not define “cause” (or words of like import))
any of the following as determined by the Committee in its good faith
discretion: (i) willful misconduct of the Participant with regard to the
Company; (ii) willful refusal of the Participant to follow the proper direction
of the Board or any individual to whom the Participant reports; (iii) the
Participant’s fraud or dishonesty with regard to the Company (other than good
faith expense account disputes); or (iv) the Participant’s conviction of, or
plea of guilty or nolo contendere to, a felony or other crime involving moral
turpitude; or (b) in the case where there is an employment agreement,
consulting agreement, change in control agreement or similar agreement in
effect between the Company or an Affiliate and the Participant at the time of
the grant of a Stock Unit that defines “cause” (or words of like import),
“cause” as defined under such agreement; provided, however, that with regard to
any agreement under which the definition of “cause” only applies on occurrence
of a change in control, such definition of “cause” shall not apply until a
change in control actually takes place and then only with regard to a
termination thereafter.






          1.2.
“Disability” means, solely for purposes of the grant of Stock Units and
notwithstanding the definition of Disability in the Plan, the Participant is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months. 


          1.3.
“Retirement” means a Termination of Employment or Consultancy on or after age
55 and at least 10 years of continuous of service with the Company or its
Affiliates in accordance with the Company’s standard retirement policies.


          1.4.
“Specified Employee” or “Key Employee” shall mean such persons as shall be
determined by the Company. 


          1.5.
“Stock Unit” means a restricted stock unit, which is a unit of measurement
equivalent to one share of Common Stock but with none of the attendant rights
of a holder of a share of Common Stock until a share of Common Stock is
ultimately distributed in payment of the obligation (other than the right to
receive dividend equivalent amounts in accordance with Section 4 hereof). Upon
distribution, all vested Stock Units shall be paid solely in the form of shares
of Common Stock. 


          1.6.
“Unforeseeable Emergency” means a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant
or of a dependent (as described in Section 152(a) of the Code, without regard
to Section 152(b), (b)(2) and (d)(1)(B)) of a Participant, loss of the Participant’s
property due to casualty or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant.


2. Eligibility. Any
Eligible Employee or Consultant (or prospective employee of the Company or any
of its Affiliates or prospective Consultant) who is designated by the Committee
is eligible to receive Stock Units pursuant to these guidelines.
Notwithstanding the foregoing, no such person shall be eligible to defer the
payment of Stock Units unless such person is an Eligible Employee who is a
member of a select group of management and highly compensated employees within
the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. To the extent
a Participant is no longer considered a member of a select group of management
and highly compensated employees within the meaning of Section 201(2),
301(a)(3) and 401(a)(1) of ERISA, the Committee may deem such Participant
ineligible to defer any additional Stock Units and all then unvested Stock Units
shall continue to vest in accordance with the applicable vesting schedule and
all vested Stock Units shall be payable in accordance with the Participant’s
then existing elections, subject to the terms of these guidelines. 


	
 

	
 


	
3. Vesting of Stock Units and
 Payment. 





          3.1.
Except as otherwise provided in Section 3.3 hereof, Stock Units shall vest in
accordance with the vesting schedule and conditions set forth in the relevant
Award Agreement, provided that the Participant is continuously employed by (or
continuously provides consulting services to) the Company or any of its
Affiliates (including any period during which the Participant is on leave of
absence or any other break in employment in accordance with the Company’s
policies and procedures) on each applicable vesting date and, provided further,
that no portion of such Award shall vest or be payable earlier than the date
that is thirteen (13) months after the date of its grant (“Initial Vesting
Date”). An Award Agreement may condition the grant or vesting of Stock Units
upon the attainment of Performance Goals, including established Performance
Goals intended to meet the requirements of qualified-performance-based
compensation under Section 162(m) of the Code, or such other factors as the
Committee may determine, in its sole discretion.


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          3.2.
Except as otherwise provided in this Section 3 or in Section 4.2 hereof, the
Company shall distribute one share of Common Stock with respect to each vested
Stock Unit on the applicable vesting date. 


          3.3.
(a) For awards granted on or after July 21, 2009, subject to the limitations
set forth in Section 3.4 below, upon a Termination of Employment or Termination
of Consultancy (as applicable) by reason of a Participant’s Retirement after the
Initial Vesting Date of an Award, for a period of three years from the date of
Termination of Employment or Termination of Consultancy, unvested Stock Units
will continue to vest and shares of Common Stock with respect to such Stock
Units shall be distributed on the applicable vesting date in accordance with
the vesting schedule that would have been in effect pursuant to Section 3.1 but
for the Termination of Employment or Termination of Consultancy. The foregoing
provision shall not apply if the Termination of Employment or Termination of
Consultancy shall occur prior to the Initial Vesting Date of the Award.
Notwithstanding the foregoing, to the extent required by Section 409A of the
Code and Treasury regulations, upon a Termination of Employment or Termination
of Consultancy (other than as a result of death) of a Specified Employee,
distributions under the Plan determined, in whole or in part, to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the
Code shall be delayed until six months after such Termination of Employment or
Termination of Consultancy if such termination constitutes a “separation from
service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and the
Treasury regulations issued thereunder) and such distributions shall be made at
the beginning of the seventh month following the date of the Specified
Employee’s Termination of Employment or Termination of Consultancy. 


          (b)
Subject to the limitations set forth in Section 3.4 below, in the case
of awards granted prior to July 21, 2009, upon a Termination of Employment or Termination of Consultancy (as
applicable) by a Participant for (i) Good Reason by written notice to the
Company within thirty (30) days after the occurrence of the condition giving
rise to such claim of Good Reason, which condition is not fully corrected by
the Company within thirty (30) days of receipt of such notice and which
termination of employment occurs no later than ninety (90) days after the
occurrence of the condition giving rise to the claim of Good Reason, (ii) by
the Company without Cause or (iii) as a result of a Participant’s death,
Disability or Retirement, all outstanding unvested Stock Units shall
immediately vest and a share of Common Stock with respect to each Stock Unit
shall be distributed within 90 days of such termination; provided, however, that, if a Participant
makes a deferral election with respect to an Award, the foregoing accelerated
vesting and payment provisions shall not apply to such Award if the
Participant’s Termination of Employment or Termination of Consultancy (as
applicable) under the circumstances described herein occurs on or before the
Initial Vesting Date; provided, further,
however, that, the foregoing accelerated vesting and payment
provisions shall apply to such Award if the Participant’s Termination of
Employment or Termination of Consultancy (as applicable) under the
circumstances described herein occurs after the Initial Vesting Date.
Notwithstanding anything herein or in the Plan to the contrary, to the extent
required by Section 409A of the Code and Treasury regulations, upon a
Termination of Employment or Termination of Consultancy (other than as a result
of death) of a Specified Employee, distributions under the Plan determined, in
whole or in part, to constitute “nonqualified deferred compensation” within the
meaning of Section 409A of the Code shall be delayed until six months after
such Termination of Employment or Termination of Consultancy if such
termination constitutes a “separation from service” (within the meaning of
Section 409A(a)(2)(A)(i) of the Code and the Treasury regulations issued
thereunder) and such distributions shall be made at the beginning of the
seventh month following the date of the Specified Employee’s Termination of
Employment or Termination of Consultancy. 


          Solely
for purpose of this Section 3.3(b), “Retirement” means a Termination of
Employment or Consultancy on or after age 55 in accordance with the Company’s
standard retirement policies and “Good Reason” mean (a) in the case where there
is no employment agreement, consulting agreement, change in 


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control agreement or similar
agreement in effect between the Company or an Affiliate and the Participant at
the time of the grant of the Stock Unit (or where there is such an agreement
but it does not define “good reason” (or words of like import)) any of the
following as determined by the Committee in its good faith discretion: (i) a
material diminution of a Participant’s then duties, responsibilities or
authority; or (ii) a material decrease in a Participant’s annual rate of base
salary (other than an across-the-board decrease); or (b) in the case where
there is an employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate
and the Participant at the time of the grant of a Stock Unit that defines “good
reason” (or words of like import), “good reason” as defined under such
agreement; provided, however, that with regard to any agreement under which the
definition of “good reason” only applies on occurrence of a change in control,
such definition of “good reason” shall not apply until a change in control
actually takes place and then only with regard to a termination thereafter.



          3.4
Notwithstanding anything in these guidelines to the contrary, an Award of Stock
Units intended to be qualified performance-based compensation under Code
Section 162(m)(4)(C) shall not be payable prior to attainment of the relevant
Performance Goals. 


          3.5
Notwithstanding anything in these guidelines to the contrary, no distribution
shall be made upon a Participant’s Termination of Employment or a Termination
of Consultancy unless such termination constitutes a “separation from service”
within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Treasury
regulations issued thereunder. 


          3.6
Except as provided in these Guidelines, Stock Units that are not vested as of
the date of a Participant’s Termination of Employment or Termination of
Consultancy for any reason shall terminate and be forfeited in their entirety
on the date of such termination. 


	
 

	
 


	
4. Deferral of Payment Date.





          4.1(a)
(i) September 2004 Stock Unit Grants -
Special Rules. With respect to the payment of a portion of the Stock
Units granted on September 20, 2004, a Participant may elect to defer, for a
period of time (expressed in whole years), of not less than five years, the
scheduled payment date of September 20, 2007 (the date on which the third
tranche of such Award (relating to 25% of the Award) is scheduled to vest and
be paid) and the scheduled payment date of September 20, 2008 (the date on
which the fourth and last tranche of the Award (relating to an additional 25%
of the Award) is scheduled to vest and be paid) provided that: (A) in order for
a deferral election under this Section 4.1(a)(i) to be effective, the
Participant must make the election prior to September 20, 2006; (B) a deferral
election made by a Participant pursuant to this Section 4.1(a)(i) shall defer
the September 20, 2007 payment date and the September 20, 2008 payment date by
the same period of time elected (e.g.,
if a Participant elects a deferral period of five years, the Stock Units
scheduled to be paid on September 20, 2007 shall be paid on September 20, 2012
and the Stock Units scheduled to be paid on September 20, 2008 shall be paid on
September 20, 2013); and (C) a Participant may not elect a deferral period
(expressed in whole years) that is less than five years, measured from each of
the September 20, 2007 and the September 20, 2008 payment dates. It is intended
that any deferral election made under this Section 4.1(a)(i) constitute a
change in payment election covered by the transition relief available under IRS
Notice 2005-1, Q&A-19(c), as modified by the Proposed Treasury regulations
under Section 409A of the Code. If a Participant who was granted Stock Units on
September 20, 2004 does not make a deferral election by September 20, 2006 or,
if, for whatever reason, the Participant’s deferral election is not effective,
the applicable Stock Units shall be paid in accordance with the terms of the
Award, except as otherwise provided in Section 3 above. 


          (ii)
Initial Deferral Elections. A
Participant may, no later than 30 days after the date on 


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which an Award of Stock
Units has been granted, elect to defer each date on which a portion of the
Award is scheduled to be paid, provided that: (A) in order to be effective, the
Participant must make the deferral election at least twelve (12) months prior
to the first date on which the Award or a portion of the Award is scheduled to
vest; (B) a deferral election made by the Participant pursuant to this Section
4.1(a)(ii) shall defer, by the same period of time, every scheduled payment
date applicable to the Award (e.g.,
assuming a Participant makes a deferral election of five years for an Award
that vests 25% annually for four years, the first payment of Stock Units shall
occur five years after the first originally scheduled payment date; the second
payment of Stock Units shall occur five years after the second originally
scheduled payment date, with each subsequent originally scheduled payment date
being deferred by the same time period); and (C) a Participant’s deferral
election will not become effective until (12) twelve months after the date on
which it is made. 


          (iii)
Subsequent Deferral Elections. A
Participant shall be permitted to extend the previously deferred payment dates
applicable to an Award of Stock Units, provided that: (A) in order to be
effective, the Participant must make the subsequent deferral election at least
(12) twelve months prior to the first scheduled deferred payment date; (B) a
subsequent deferral election made by the Participant pursuant to this Section
4.1(a)(iv) shall defer every previously deferred payment date applicable to the
Award by the same period of time (expressed in whole years) of not less than
five years (i.e., each previously
deferred payment date shall be deferred by the additional deferral period
elected by the Participant, with the result that, after the subsequent deferral
election has been made, the payment dates will continue to be staggered in
time); and (C) a Participant’s subsequent deferral election will not become
effective until (12) twelve months after the date on which it is made. 


          (b)
Any deferral pursuant to this section must be made in writing on an election
form prescribed by, and acceptable to, the Company and in accordance with the
procedures established by the Company. A deferral election is valid solely with
respect to the Stock Units identified on the election form and must comply with
the requirements of Section 4 to be given effect. A Participant’s election to
defer Compensation shall become irrevocable on the last day the deferral of
such Compensation may be elected under Section 4.1(a). A Participant may revoke
or change his or her election to defer Compensation at any time prior to the
date the election becomes irrevocable. Any such revocation or change shall be
made in a form and manner determined by Company. 


          4.2.
If a Participant makes an initial or subsequent deferral election with respect
to an Award of Stock Units, distribution of such units, to the extent vested,
shall be made to the Participant on the earlier of: (A) the applicable deferred
payment dates or (B) the Participant’s Termination of Employment or Termination
of Consultancy, as applicable, subject to the special rules in Section 3
applicable to distributions on or prior to the Initial Vesting Date and
distributions to Specified Employees. 


5. Dividend Equivalent
Amounts. Cash dividends shall be credited to a Stock Unit dividend book
entry account on behalf of each Participant with respect to each Stock Unit
held by such Participant, provided that the right of each Participant to
actually receive such dividend shall be subject to the same restrictions,
including form and time of payment, as the Stock Unit to which the dividend
relates. Unless otherwise determined by the Committee, cash dividends shall not
be reinvested in Common Stock and shall remain uninvested. 


6. Unforeseeable
Emergency. Upon the written request of a Participant, the Committee, in its
sole discretion, may approve, due to the occurrence of an Unforeseeable
Emergency, an immediate distribution of vested Stock Units. Any such
distribution shall not exceed the amounts necessary to satisfy the
Unforeseeable Emergency plus amounts necessary to pay federal, state, and local
taxes and any penalties reasonably anticipated as a result of the distribution,
after taking into account the extent to which such Unforeseeable Emergency is
or may be relieved through reimbursement or compensation by 


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insurance or otherwise or by
liquidation of the Participant’s assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship). Determinations of the
amount reasonably necessary to satisfy the emergency need must take into
account any additional compensation available to the Participant upon
cancellation of a deferral payment due to an unforeseeable emergency available
under other deferred compensation arrangements with the Company. To the extent
applicable, the Company shall make a book entry to a Participant’s account to
reduce such Participant’s account to reflect a distribution pursuant to this
section. 


7. Forfeiture. The
Committee may, in its sole discretion, terminate any outstanding Stock Units if
the Committee determines that the Participant engaged in conduct that
constitutes Cause. 


8. Amendment, Suspension
or Termination. To the extent applicable, the Board or the Committee may at
any time and from time to time amend, in whole or in part, any or all of the
provisions of these guidelines or any Award of Stock Units to comply with
Section 409A of the Code and the regulations thereunder or any other applicable
law and may also amend, suspend or terminate these guidelines and any Award of
Stock Units, subject to the terms of the Plan. 


9 Section 16(b). To
the extent required, these guidelines are intended to comply with Rule 16b and
the Committee shall interpret and administer these guidelines in a manner
consistent therewith. If an officer (as defined in Rule 16b) is designated by
the Committee to receive Stock Units, any such Award shall be deemed approved
by the Committee and shall be deemed an exempt purchase under Rule 16b. Any
provisions inconsistent with Rule 16b shall be inoperative and shall not affect
the validity of these guidelines. Notwithstanding anything herein to the
contrary, if the grant of any Award of Stock Units or the payment of a share of
Common Stock with respect to a Stock Unit or any election with regard thereto
results or would result in a violation of Section 16(b) of the Exchange Act,
any such grant, payment or election shall be deemed to be amended to comply
therewith, and to the extent such grant, payment or election cannot be amended
to comply therewith, such grant, payment or election shall be immediately
cancelled and the Participant shall not have any rights thereto. 


10. Withholding. The
Company shall have the right to deduct from any amounts otherwise payable to a
Participant, whether pursuant to the Plan or otherwise, to collect from the
Participant, any minimum required withholding taxes, including but not limited
to Social Security and Medicare taxes, due upon vesting and/or distribution of
an Award of Stock Units hereunder. 


11. Governing Law.
Except to the extent preempted by the Code, these guidelines shall be governed
by the laws of Delaware. 


12. Plan Document.
These guidelines and an Award of Stock Units are subject to the terms and
conditions of the Plan (including, without limitation, Sections 4.1(a) and 4.2
and Articles VIII, IX, XI, XIII and XV).


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