Exhibit 10.7 


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 on the
vesting date 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 have ceased to serve as an
Outside Director 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 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 


2






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. 


[Balance of page left intentionally blank]


3






          
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





4