McGraw-Hill Education, Inc. Watch

from S-1/A 8 pages 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. 1. Cash Bonus Opportunity

from S-1/A 2 pages Material contract

from S-1/A 4 pages (1) Your Performance Targets Have Been Adjusted to Reflect the Company’s Recent Divesture of the Assets Comprising the Custom State Assessment and Shelf Businesses of Ctb. the Performance Targets Applicable to the Performance-Based Vesting Portion of Your Equity Awards Are Hereby Amended as Shown in the Tables on Annex a Attached Hereto. for Your Reference, the Last Page of This Memorandum Shows, in Red, the Performance Targets in Effect Prior to the Adjustment. Those Targets Are No Longer in Effect. (2) You Will Have a Special Vesting Opportunity for Fiscal Year 2015 in Connection With the Company’s Anticipated Ipo

from S-1/A 10 pages Georgia Holdings, Inc. Dividend Restricted Stock Unit Grant Certificate

from S-1/A 2 pages David Levin President & CEO McGraw-Hill Education

from S-1/A 2 pages I Am Extremely Pleased to Confirm Our Employment Offer to You to Join McGraw-Hill Education as Chief Digital Officer. in This Position, You Will Report Directly to Lloyd (Buzz) Waterhouse, Chief Executive Officer for McGraw-Hill Education. Your Base Salary Will Be $14,583.33 Semi-Monthly ($350,000 Computed on an Annual Basis). We Would Like Your Start Date to Be as Soon as Possible. Subject to the Approval of the Compensation Committee of the Board of Directors

from S-1/A 28 pages McGraw-Hill Education, Inc. 2015 Omnibus Incentive Plan