SEC Info - Tegrity, Inc., et al. - ‘S-4/A’ on 4/18/14

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Tegrity, Inc., et al. – ‘S-4/A’ on 4/18/14 – EX-10.24

On: Friday, 4/18/14, at 5:18pm ET · Accession #: 1193125-14-149214 · File #s: 333-193697, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/14  Tegrity, Inc.                     S-4/A                 17:8.6M                                   RR Donnelley/FA
          Aleks Corp
          McGraw-Hill Education Ventures LLC
          McGraw-Hill Education Publication Overseas LLC
          McGraw-Hill Global Education Finance, Inc.
          McGraw-Hill Global Education Mexico Holdings, LLC
          McGraw-Hill International Enterprises LLC
          McGraw-Hill Global Education LLC
          McGraw-Hill Global Education Intermediate Holdings, LLC
          McGraw-Hill Global Education Holdings, LLC
          Aleks Holdco, LLC
          McGraw-Hill Interamericana, Inc.

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 1 to Form S-4                         HTML   2.27M 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML   1.12M 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     31K 
                          Liquidation or Succession                              
 4: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    637K 
 5: EX-5.2      Opinion re: Legality                                HTML     21K 
 6: EX-8.1      Opinion re: Tax Matters                             HTML     17K 
 7: EX-10.1     Material Contract                                   HTML   1.17M 
10: EX-10.10    Material Contract                                   HTML     88K 
 8: EX-10.2     Material Contract                                   HTML    260K 
11: EX-10.24    Material Contract                                   HTML     12K 
12: EX-10.26    Material Contract                                   HTML     43K 
13: EX-10.27    Material Contract                                   HTML    127K 
14: EX-10.28    Material Contract                                   HTML     74K 
 9: EX-10.3     Material Contract                                   HTML     66K 
15: EX-12.1     Statement re: Computation of Ratios                 HTML     20K 
16: EX-23.1     Consent of Experts or Counsel                       HTML     11K 
17: EX-24.2     Power of Attorney                                   HTML     15K

EX-10.24 — Material Contract

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-10.24

Exhibit 10.24

FIRST AMENDMENT TO GEORGIA HOLDINGS, INC.

MANAGEMENT EQUITY PLAN

The Georgia Holdings, Inc. Management Equity Plan (the “Plan”), is hereby amended effective as of February 4, 2014 (the “Effective Date”) as follows:

1. Amendment to Section 3 of the Plan. The first sentence of Section 3 of the Plan shall be deleted in its entirety and replaced with the following:

“Subject to the provisions of Section 7, the total number of Shares with respect to which Awards may be granted under the Plan shall not exceed 763,688, and the full number of Shares available for delivery under the Plan may be delivered pursuant to ISOs.”

2. Amendment to Section 4 of the Plan. Section 4 of the Plan shall be amended to add a new subsection (d) to the end thereof, as follows:

“(d) Actions by the Board. The Board shall have all the authority granted to the Committee under the Plan, and may at any time and from time to time, grant Awards and administer the Plan with respect to such Awards.”

3. Effect on the Plan. This Amendment shall not constitute a waiver, amendment or modification of any provision of the Plan not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Plan are and shall remain in full force and effect and are hereby ratified and confirmed. On and after the Effective Date, each reference in the Plan to “this Plan,” “herein,” “hereof,” “hereunder” or words of similar import shall mean and be a reference to the Plan as amended hereby. To the extent that a provision of this Amendment conflicts with or differs from a provision of the Plan, such provision of this Amendment shall prevail and govern for all purposes and in all respects.

Dates Referenced Herein

This ‘S-4/A’ Filing	Date	Other Filings

Filed on:	4/18/14	None on these Dates
	2/4/14
		List all Filings

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Filing Submission 0001193125-14-149214 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)