Exhibit 10.5 


SCHOLASTIC CORPORATION 2007 OUTSIDE DIRECTORS
STOCK INCENTIVE PLAN


1. Name and General Purpose 


          The
name of this plan is the Scholastic Corporation 2007 Outside Directors Stock
Incentive Plan (the “Plan”). The purpose of the Plan is to attract and retain
the services, for the benefit of Scholastic Corporation, a Delaware corporation
(the “Company”), of experienced and knowledgeable directors who are not
employees of the Company (the “Outside Directors”) and to provide an additional
incentive for such Outside Directors through ownership of the common stock, par
value $.01 per share, of the Company (the “Common Stock”). 


2. Automatic Grants to Outside Directors 


          Subject
to the provisions of Section 13 hereof, each individual (other than any
director electing not to participate hereunder) who is, at the conclusion of
each annual meeting of the Company’s stockholders occurring after the effective
date of the Plan, an incumbent Outside Director, shall automatically be
granted, as of each such date (or, if applicable, the next succeeding business
day), (i) an option to purchase 3,000 shares of Common Stock at a price per
share equal to 100% of the Fair Market Value of the Common Stock on such date,
and (ii) 1,200 “Restricted Stock Units” (as herein after defined).


          For
purposes of this Section 2, “Fair Market Value” shall mean the average of the
high and low selling prices of the Common Stock on the date on which the Common
Stock is to be valued hereunder, or, if none, on the last preceding date prior
to such date on which such prices were quoted, as reported on the NASDAQ Stock
Market, Inc. L.L.C. (“NASDAQ”). All options granted under the Plan shall be
non-qualified stock options.


          Restricted
Stock Unit” or “RSU” represents an unfunded, unsecured right to receive in the
future, if the conditions of an RSU award are met, one share of Common Stock.
No shares of Common Stock shall be issued to an Outside Director on the date of
the RSU grant. 


3. Exercise of Options 


          Subject
to the provisions of Section 5 hereof, an option granted hereunder may not be
exercised within twelve (12) months after the date of grant.


          Except
as provided in Section 5 below, an option may be exercised, in whole or in part
at any time and from time to time during the period beginning with the
expiration of twelve months following the date of grant and ending on the
option expiration date, by following the procedures established by the Company
and its designated record keeper at the time of exercise specifying the number
of shares of Common Stock to be purchased. 






          No
shares of Common Stock shall be issued until full payment therefor has been
made. An Outside Director shall have no rights as a stockholder of the Company
with respect to any shares of Common Stock subject to an option until such time
as the Outside Director has properly exercised his or her option, paid in full
for the shares subject to such option, and executed any representations
required by the Company.


          Each
option granted hereunder shall expire on the tenth anniversary of the date on
which it was granted, if not sooner terminated as provided herein. 


4. Restricted Stock Units 


          An
RSU award shall not vest until twelve (12) months from the date of grant.
shares of Common Stock in respect of a vested RSU award shall be issued to an
Outside Director upon the vesting of an RSU.


          The
record established by the Company of the RSUs awarded to an Outside Director
does not constitute any stock or property of the Company. No funds or shares of
Common Stock shall be placed in trust or set aside to assure payment of an
award of RSUs. RSUs are an unfunded, unsecured promise of the Company to issue
Common Stock in the future, subject to vesting and other conditions in the
Plan. The right of an Outside Director to receive shares of Common Stock in
settlement of an RSU shall be no greater than any general unsecured creditor of
the Company. An Outside Director shall have no rights as a stockholder with
respect to shares of Common Stock which may be issued in settlement of an RSU
until the date of issuance of a certificate for such shares (as evidenced by
the appropriate entry on the books of the Company or a duly authorized transfer
agent.) No adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date such certificate is
issued. 


5. Termination of Services of Outside
Directors 


          (a)
In the event that an Outside Director to whom an option has been granted under
the Plan shall cease to serve on the Board of Directors, otherwise than by
reason of death or disability, such option may be exercised (to the extent that
the Outside Director is entitled to do so at the time of such option exercise)
at any time and from time to time within six (6) months after such cessation of
service, but not thereafter, and in no event after the date on which, except
for such cessation of service, the option would otherwise expire. In the event
an Outside Director to whom an option has been granted under the Plan shall
cease to serve on the Board of Directors but shall have been designated as a
Director Emeritus, the Director shall be treated as having ceased to serve as a
director. 


          (b)
In the event that an Outside Director to whom an option has been granted under
the Plan shall cease to serve on the Board of Directors by reason of disability
(as determined by the Board of Directors on the basis of all the facts and
circumstances), such option may be exercised, in full or in part, by the
Outside Director or his or her legally appointed representative
(notwithstanding that the option may not yet otherwise have become exercisable
with respect to all or part of such shares as of the date of disability) at any
time and from time to time within twelve (12) months after such 


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cessation of
service, but not thereafter, and in no event after the date on which, except
for such disability, the option would otherwise expire.


          (c)
If an Outside Director to whom an option has been granted under the Plan dies
(i) while he or she is serving on the Board of Directors, (ii) within three (3)
months after cessation of service on the Board of Directors other than by
reason of disability, or (iii) within twelve (12) months after cessation of
service on the Board of Directors by reason of disability, such option may be
exercised: 


                    1)
in the case of death while serving on the Board of Directors, as to all or any
part of the remaining unexercised portion of the option, notwithstanding that
the option may not yet otherwise have become exercisable with respect to all or
part of such shares as of the date of death; 


                    2)
in the case of death after cessation of service on the Board of Directors or
death after termination of such service by reason of disability, to the extent
that the Outside Director was entitled to do so at the date of his or her
death, giving effect to the provisions of subsections (a) and (b) above of this
Section 5; and 


                    3)
in each case by the person who acquired the right to exercise such option by
bequest or inheritance or by reason of the death of the Outside Director, but
in no event after the date on which the option would otherwise expire under
Section 3 of the Plan. 


                    4)
Notwithstanding the provisions of subsections (b) and (c) above of this Section
5, in no event shall any option granted under the Plan be exercised within six
(6) months of the date of grant. 


          (d)
In the event that an Outside Director to whom an RSU has been granted under the
Plan for a year shall cease to serve as an Outside Director prior to completion
of twelve (12) months from the date of grant for such year otherwise than by
reason of death or disability, the RSU award for such year shall be forfeited
upon such cessation of services. In the event that an Outside Director to whom
an RSU has been granted shall cease to serve on the Board of Directors but
shall have been designated as a Director Emeritus, such director shall be
treated as having terminated service as an Outside Director for purposes of
determining the vesting and payment of an RSU award and cessation of services
as a director. In the event that an Outside Director to whom an RSU has been
granted under the Plan shall cease to serve as an Outside Director prior to
completion of twelve (12) months from the date of grant on account of death or
(as determined by the Board of Directors on the basis of all the facts and
circumstances) disability, the RSU award shall become immediately vested and
non-forfeitable and shares of Common Stock in respect of such RSU award shall
be distributed upon such cessation of services. In the event that an Outside
Director ceases to serve as an Outside Director, any shares of Common Stock in
respect of a vested undistributed RSU award shall be distributed upon such
cessation of services. 


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6. Transferability 


          No
option or Restricted Stock Units granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated, other than by will or
by the laws of descent and distribution. 


7. Shares Reserved 


          The
aggregate number of shares reserved for issuance pursuant to the Plan shall be
500,000 shares of Common Stock, or the number and kind of shares of stock or
other securities which shall be substituted for such shares or to which such
shares shall be adjusted as provided in Section 8.


          Such
number of shares may be set aside out of the authorized but unissued shares of
Common Stock not reserved for any other purpose, or out of issued shares of
Common Stock acquired for and held in the treasury of the Company.


          Shares
subject to, but not sold or issued under, any option or Restricted Stock Unit
terminating, expiring or cancelled for any reason prior to its exercise in full
will again be available for options or RSUs thereafter granted during the
balance of the term of the Plan. 


8. Adjustments Due to Stock Splits, Mergers,
Consolidations, etc. 


          If,
at any time, the Company shall take any action, whether by stock dividend,
stock split, combination of shares, or otherwise, which results in a
proportionate increase or decrease in the number of shares of Common Stock
theretofore issued and outstanding, the number of shares which are reserved
under the Plan shall be automatically adjusted, and both (i) the number of
shares which, at such time, are subject to outstanding options or Restricted
Stock Units, and (ii) the number of options and RSUs that are automatically
granted to Outside Directors each year, shall be adjusted in the same
proportion (with appropriate adjustments in the option price); provided,
however, that the Company shall not be obligated to issue fractional shares.


          In
the event of any increase, reduction, or change or exchange of Common Stock for
a different number or kind of shares or other securities of the Company by
reason of a reclassification, recapitalization, merger, consolidation,
reorganization, stock dividend, stock split or reverse stock split, combination
or exchange of shares, repurchase of shares, change in corporate structure or
otherwise, the Board of Directors shall conclusively determine the appropriate
equitable adjustments, if any, to be made under the Plan, including without
limitation adjustments to the number of shares which have been authorized for
issuance under the Plan but have not yet been placed under option or RSU, the
number of shares which shall be the number of the automatic grants to Directors,
as well as the price per share of Common Stock covered by each option
outstanding under the Plan which has not yet been exercised. 


9. Withholding or Deduction of Taxes 


          If,
at any time, the Company is required under applicable laws or regulations to
withhold, or to make any deduction for, any taxes or take any other action in
connection


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with the
exercise of any option hereunder or the vesting or delivery of Common Stock in
respect of a Restricted Stock Unit, the Company shall have the right to deduct
from all amounts payable in cash any taxes required by law to be withheld
therefrom, and, in the case of payments in the form of Common Stock, the
Outside Director to whom such payments are to be made shall be required to pay
to the Company the amount of any taxes required to be withheld, or, in lieu
thereof, the Company shall have the right to retain, or sell without notice, a
sufficient number of shares of Common Stock to cover the minimum amount
required to be withheld. 


10. Administration 


          The
Plan shall be administered by the Board of Directors. Subject to the provisions
of the Plan, the Board of Directors shall have the discretionary authority to: 


          (a)
adopt, revise and repeal such administrative rules, guidelines and practices
governing the Plan as it shall from time to time deem advisable; 


          (b)
interpret the terms of the Plan and any option or RSU award issued under the
Plan (and any agreements relating thereto), and otherwise settle all claims and
disputes arising under the Plan; 


          (c)
delegate responsibility and authority for the operation and administration of
the Plan, including to a committee of the Board of Directors, and appoint
employees and officers of the Company and its affiliates to act on its behalf
and employ persons to assist in fulfilling its responsibilities under the Plan;
and 


          (d)
otherwise supervise the administration of the Plan;


          provided, however, that the
Board of Directors shall have no discretion with respect to the selection of
individuals eligible to receive options or Restricted Stock Units hereunder,
the number of shares of Common Stock covered by any such option or Restricted
Stock Unit award or the price or timing of any option or RSU granted hereunder
(all of which determinations are automatic under the terms of the Plan).



          The
entire expense of administering the Plan shall be borne by the Company. 


11. Compliance with Applicable Law 


          Notwithstanding
any other provision of the Plan, the Company shall not be obligated to issue
any shares of Common Stock, or grant any option or RSU with respect thereto,
unless it is advised by counsel of its selection that it may do so without
violation of the applicable federal and state laws pertaining to the issuance
of securities or the provisions of any national securities exchange or NASDAQ,
and the Company may require any securities so issued to bear a legend, may give
its transfer agent instructions, and may take such other steps as in its
judgment are reasonably required to prevent any such violation. 


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12. Amendment and Termination; 


          It
is the intention of the Company that no payment or entitlement pursuant to this
Plan will give rise to any adverse tax consequences to an Outside Director
under Section 409A of the Internal Revenue Code and Department of Treasury
regulations and other interpretive guidance issued thereunder, including those
issued after the date hereof (collectively, “Section 409A”). The Plan shall be
interpreted to that end and, consistent with that objective and notwithstanding
any provision herein to the contrary, the Company may unilaterally take any
action it deems necessary or desirable to amend any provision herein to avoid
the application of or excise tax or other penalties under Section 409A.
Further, no effect shall be given to any provision herein in a manner that
reasonably could be expected to give rise to adverse tax consequences under
Section 409A. Neither the Company nor its current or former employees,
officers, directors, representatives or agents shall have any liability to any
current or former Outside Director with respect to any accelerated taxation,
additional taxes, penalties or interest for which any current or former Outside
Director may become liable in the event that any amounts payable under the Plan
are determined to violate Section 409A.


          The
Board of Directors may amend or discontinue the Plan at any time and from time
to time; provided, however, that (a) unless otherwise required by law, no
amendment, alteration or discontinuation shall be made which would impair the
rights of an Outside Director with respect to any option or RSU which has been
granted under the Plan without such individual’s consent and (b) no amendment
shall be effective without the approval of the stockholders of the Company if
stockholder approval of the amendment is then required pursuant to Rule 16b-3
under the Securities Exchange Act of 1934, as amended, the applicable rules of
any national securities exchange or NASDAQ, or the Delaware corporation law or
other applicable laws. 


13. Effective Date 


          The
effective date of this Plan is July 18, 2007, the date on which it was adopted
by the Board of Directors; provided, however, that this Plan is subject to
approval by the holders of the Company’s Class A Stock, per value $.01 per
share. The Plan shall terminate on July 18, 2017. 


14. Governing Law 


          The
Plan shall be governed by, and construed in accordance with, the laws of the
State of Delaware. 


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