SCHOLASTIC CORPORATION (NASDAQ:SCHL) Files An 8-K Entry into a Material Definitive Agreement

SCHOLASTIC CORPORATION (NASDAQ:SCHL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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As previously reported, Ms.Maureen O’Connell, the former Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Scholastic Corporation, was terminated from all positions with the Corporation and its subsidiaries and affiliates on October27, 2017 (the “Separation Date”).

Ms.O’Connell’s termination was not for “Cause,” as defined in Ms.O’Connell’s previously negotiated severance agreement dated as of September26, 2013 (the “Severance Agreement”), that was filed as Exhibit10.1 to Scholastic Corporation’s Form10-Q for the quarter ended November30, 2013 and, consequently, on December6, 2017 Ms.O’Connell and Scholastic Inc. (the “Company”) entered into an agreement and release (“Separation Agreement”) in connection with such termination that incorporates many of the terms which were contained in the Severance Agreement.

Under the terms of the Separation Agreement, Mr.O’Connell will receive a lump-sum cash payment equal to thirty-three times her monthly base salary, a lump-sum cash payment to purchase COBRA coverage and a lump-sum cash payment for a prorated bonus (accrued as of the Separation Date) for the 2018 fiscal year under the Company’s management incentive bonus plan, in each case subject to tax withholding and other applicable deductions.

The Separation Agreement also provides for the immediate vesting of all of Ms.O’Connell’s unvested stock options and restricted stock units granted to her, with the distribution of her restricted stock units deferred until the first business day of the seventh month following the Separation Date.

The Separation Agreement contains a release by Ms.O’Connell of the Company and persons related to the Company in respect of all matters and circumstances through the date of the Separation Agreement. In addition, Ms.O’Connell has agreed to certain non-solicitation and non-competition provisions which are effective for certain agreed time periods.

The Separation Agreement also contains a mutual non-disparagement provision as well as provisions concerning confidentiality, the use of confidential information, the return of Company property, provision of reasonable assistance to the Company by Ms.O’Connell, a lump sum cash payment to Ms.O’Connell in relation to attorney’s fees and other customary terms and conditions.

In accordance with the Separation Agreement, Ms.O’Connell has the right to revoke the Separation Agreement within seven days of its execution and if she revokes the Separation Agreement, all of the terms and conditions contained therein will become null and void.

The above summary of the Separation Agreement is not complete and is qualified in its entirety by reference to the terms of the Separation Agreement, a copy of which is filed as Exhibit10.1 hereto and is incorporated by reference herein.

Item 1.01 Financial Statements and Exhibits

(d) Exhibits

EX-10.1 2 d507442dex101.htm EX-10.1 EX-10.1 Exhibit 10.1   AGREEMENT AND GENERAL RELEASE Agreement and General Release (“Agreement”),…
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Scholastic Corporation is a publisher and distributor of children’s books, a provider of print and digital instructional materials for pre-kindergarten (pre-K) to grade 12, and a producer of educational and entertaining children’s media. The Company operates through three segments: Children’s Book Publishing and Distribution, Education and International. The Children’s Book Publishing and Distribution segment includes the publication and distribution of children’s books, e-books, media and interactive products in the United States through its book clubs and book fairs in its school channels and through the trade channel. The Education segment includes publication and distribution to schools and libraries of children’s books, classroom magazines, supplemental classroom materials, and print and online reference and non-fiction products for grades pre-K to 12 in the United States. The International segment includes its international operations, and export and foreign rights businesses.

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