Re: Amended and Restated Special Bonus PlanMcGraw-Hill Education, Inc. • January 14th, 2016 • Books: publishing or publishing & printing • New York
Reference is made to the Special Bonus Plan set forth in the letter from McGraw-Hill Education, Inc. (f/k/a Georgia Holdings, Inc.) (the “Company”) to you, dated as of February 21, 2014 (the “Effective Date”), as amended on June 5, 2015, by and between you and the Company (the “Prior Plan”). This letter sets forth the mutual agreement of the Company and you that, effective as of the date hereof (the “Amendment Effective Date”), the Prior Plan is amended and restated in its entirety on the following terms and conditions (as so amended and restated, the “Plan”). Consistent with the Prior Plan, payments under this Plan are subject to vesting conditions based on performance; if these performance hurdles are met, you must also be employed through the payment date (except as otherwise provided below in the event of certain terminations of employment) in order to receive payment.
GEORGIA HOLDINGS, INC. DIVIDEND RESTRICTED STOCK UNIT GRANT CERTIFICATERestricted Stock Unit • October 7th, 2015 • McGraw-Hill Education, Inc. • Books: publishing or publishing & printing • New York
THIS DIVIDEND RESTRICTED STOCK UNIT GRANT CERTIFICATE (this “Agreement”), effective as of [ ] (the “Date of Grant”), is made by and between Georgia Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee”).
