{"id":40175,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nonvested-stock-unit-agreement-school-specialty-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nonvested-stock-unit-agreement-school-specialty-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/nonvested-stock-unit-agreement-school-specialty-inc.html","title":{"rendered":"Nonvested Stock Unit Agreement – School Specialty Inc."},"content":{"rendered":"

SCHOOL SPECIALTY, INC. <\/strong><\/p>\n

NON-VESTED STOCK UNIT AGREEMENT (TIME-BASED UNITS)
\n<\/strong><\/p>\n

This Non-Vested Stock Unit Agreement (Time-Based Units) (this “Agreement”) is
\nexecuted as of , 20 <\/u>by and between School Specialty, Inc., a Wisconsin
\ncorporation (the “Company”), and (the “Participant”).<\/p>\n

W I T N E S S E T H:<\/p>\n

WHEREAS the Board of Directors of the Company has established the 2002 Stock
\nIncentive Plan, as amended (the “Plan”), with the approval of the shareholders
\nof the Company; and<\/p>\n

WHEREAS, the Participant has been granted Non-Vested Stock Units (“NSUs”)
\nunder the Plan subject to the terms provided in this Agreement and the Plan.\n<\/p>\n

NOW, THEREFORE, the Company and the Participant hereby agree as follows:<\/p>\n

1. Provisions of Plan Control<\/u>. This Agreement shall be governed by the
\nprovisions of the Plan, the terms and conditions of which are incorporated
\nherein by reference. Subject to the express provisions of the Plan, the Plan
\nprovides that the Administrator is responsible for the general operation and
\nadministration of the Plan and for carrying out its provisions and has full
\ndiscretion in interpreting and administering the provisions of the Plan. Unless
\notherwise provided herein, all capitalized terms in this Agreement shall have
\nthe meanings ascribed to them in the Plan.<\/p>\n

2. Terms of Award<\/u>. The Participant has been granted NSUs under the
\nPlan. The Administrator has determined that the Participant will vest in 100% of
\nthe NSUs granted hereunder on , 20 <\/u>, provided that the Participant is
\nstill in the employ of the Company or one of its subsidiaries or is a director
\nof the Company on such date.<\/p>\n

3. Dividend Equivalents and Voting Rights<\/u>. Notwithstanding anything in
\nthe Plan to the contrary, the Participant shall not be entitled to additional
\nNSUs equivalent to the dividends or distributions the Participant would have
\nreceived as an owner of shares of Common Stock during the period the Participant
\nholds NSUs. The Participant shall not have any voting or other ownership rights
\nin the Company arising from the grant of NSUs under this Agreement.<\/p>\n

4. Taxes<\/u>. Where applicable, the Company may require payment or
\nreimbursement of or may withhold any tax that it believes is required as a
\nresult of the grant or vesting of such NSUs or any payments in connection with
\nthe NSUs, and the Company may defer making delivery of any shares of Common
\nStock in respect of NSUs until arrangements satisfactory to the Company have
\nbeen made with regard to any such payment, reimbursement, or withholding
\nobligation.<\/p>\n

\n

5. Issuance and Delivery of Shares<\/u>. In accordance with the Plan,
\nShares of Common Stock shall be distributed to the Participant as of the date on
\nwhich the NSUs vest. Such shares of Common Stock shall be registered in the name
\nof the Participant (either in book-entry form or otherwise) promptly following
\nthe vesting date.<\/p>\n

6. No Right to Continued Service<\/u>. The granting of NSUs to any
\nParticipant, and any payments or other benefits received by any Participant in
\nconnection with the NSUs, is discretionary and shall not give any Participant
\nany right to remain in the employ of the Company or any of its subsidiaries or
\nto continue as a director of the Company, and shall not be included in, or have
\nany effect on, the determination of benefits under any other benefit plan,
\ncontract or similar arrangement provided to such Participant unless expressly so
\nprovided by such other plan, contract or arrangement, or unless the Compensation
\nCommittee of the Company153s Board of Directors expressly determines otherwise.\n<\/p>\n

7. Multiple Executed Copies<\/u>. This Agreement may be executed in
\nmultiple copies, each of which will constitute an original, and which together
\nwill constitute one and the same agreement providing for a single grant of NSUs.\n<\/p>\n

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as
\nof the date and year first above written.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SCHOOL SPECIALTY, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

PARTICIPANT ACKNOWLEDGEMENT<\/p>\n

I, the undersigned Participant, acknowledge that I received a copy of the
\nPlan. I represent that I have read and am familiar with the Plan153s terms. By
\nsigning below, I accept the NSUs granted hereunder subject to all of the terms
\nand provisions of this Agreement and the Plan, as the Plan may be amended in
\naccordance with its terms. I agree to accept as binding, conclusive, and final
\nall decisions or interpretations of the Administrator concerning any questions
\narising under the Plan with respect to the NSUs.<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Participant<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

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