Retention AgreementMcGraw-Hill Education, Inc. • September 20th, 2012 • Books: publishing or publishing & printing • New York
You are an important member of the senior leadership team of McGraw-Hill Education, Inc. (the “Company”), and your continued employment with the Company on and after the Transaction is important to the continued success of the Company and its business. As an incentive to you to continue in the employment of the Company on and after the Transaction, the Company will provide you the severance payments and benefits described below if you experience an Involuntary Termination during the Transition Period.
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2012 • McGraw-Hill Education, Inc. • Books: publishing or publishing & printing • New York
companies and divisions and (b) each of their respective past, present and future stockholders, trustees, members, partners, employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers), directors, officers employees, agents and attorney (individually and in their official capacities), as well as any predecessors, future successors and assigns or estates of any of the foregoing (collectively, “Releasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including those arising out of the Employment Agreement or the termination of my employment thereunder or my employment by the Company or the termination thereof, including, without limitation, under Title VII of the
RESTRICTED STOCK UNIT AWARD AGREEMENTAgreement • September 20th, 2012 • McGraw-Hill Education, Inc. • Books: publishing or publishing & printing • New York
AGREEMENT (the “Agreement”) made as of the 2nd day of July, 2012 (the “Grant Date”) by and between McGraw-Hill Education, Inc., a Delaware corporation (“MHE”), and Lloyd G. Waterhouse (the “Executive”).
