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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.52M
Business-Combination Transaction
65: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 23K
66: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 10K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 465K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 24K
12: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 60K
13: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 22K
14: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 59K
15: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 29K
16: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 59K
17: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 24K
18: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 61K
19: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 25K
20: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 59K
21: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 38K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 61K
22: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 47K
23: EX-3.21 Articles of Incorporation/Organization or By-Laws HTML 23K
24: EX-3.22 Articles of Incorporation/Organization or By-Laws HTML 38K
25: EX-3.23 Articles of Incorporation/Organization or By-Laws HTML 23K
26: EX-3.24 Articles of Incorporation/Organization or By-Laws HTML 124K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 24K
6: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 59K
7: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 24K
8: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 61K
9: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 57K
10: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 61K
11: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 21K
27: EX-4.1 Instrument Defining the Rights of Security Holders HTML 542K
28: EX-4.2 Instrument Defining the Rights of Security Holders HTML 112K
29: EX-5.1 Opinion re: Legality HTML 31K
30: EX-5.2 Opinion re: Legality HTML 31K
31: EX-8.1 Opinion re: Tax Matters HTML 26K
32: EX-10.1 Material Contract HTML 770K
41: EX-10.10 Material Contract HTML 97K
42: EX-10.11 Material Contract HTML 34K
43: EX-10.12 Material Contract HTML 34K
44: EX-10.13 Material Contract HTML 50K
45: EX-10.14 Material Contract HTML 71K
46: EX-10.15 Material Contract HTML 72K
47: EX-10.16 Material Contract HTML 108K
48: EX-10.17 Material Contract HTML 103K
49: EX-10.18 Material Contract HTML 91K
50: EX-10.19 Material Contract HTML 29K
33: EX-10.2 Material Contract HTML 192K
51: EX-10.20 Material Contract HTML 112K
52: EX-10.21 Material Contract HTML 101K
53: EX-10.22 Material Contract HTML 63K
54: EX-10.23 Material Contract HTML 23K
55: EX-10.24 Material Contract HTML 22K
56: EX-10.25 Material Contract HTML 95K
34: EX-10.3 Material Contract HTML 62K
35: EX-10.4 Material Contract HTML 46K
36: EX-10.5 Material Contract HTML 52K
37: EX-10.6 Material Contract HTML 93K
38: EX-10.7 Material Contract HTML 39K
39: EX-10.8 Material Contract HTML 31K
40: EX-10.9 Material Contract HTML 24K
58: EX-21.1 Subsidiaries HTML 43K
59: EX-23.1 Consent of Experts or Counsel HTML 20K
60: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 116K
61: EX-99.1 Miscellaneous Exhibit HTML 137K
62: EX-99.2 Miscellaneous Exhibit HTML 36K
63: EX-99.3 Miscellaneous Exhibit HTML 24K
64: EX-99.4 Miscellaneous Exhibit HTML 27K
57: EX-12.1 Statement re: Computation of Ratios HTML 30K
| EX-10.19 |
Exhibit 10.19
EXECUTION VERSION
AMENDMENT TO
NONQUALIFIED STOCK OPTION GRANT CERTIFICATE
THIS AMENDMENT (“Amendment”) to the Nonqualified Stock Option Grant Certificate, dated as of May 15, 2013 (the “Agreement”), by and between Georgia Holdings, Inc., a Delaware corporation (the “Company”), and Lloyd G. Waterhouse (the “Grantee”), is made by and between the Grantee and the Company, effective as of this 5th day of December, 2013 (the “Amendment Effective Date”).
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has granted the Grantee nonqualified options pursuant to the Agreement under the Georgia Holdings, Inc. Management Equity Plan (the “Plan”);
WHEREAS, pursuant to Section 12(b) of the Agreement, the Committee may, at any time, amend the terms of the Agreement, provided that the rights of the Grantee shall not be materially adversely affected without his written consent; and
WHEREAS, the parties desire to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree to amend the Agreement, effective as of the Amendment Effective Date, as follows:
| 1. | Section 2(b) of the Agreement is hereby amended to read as following: |
“(b) Change in Control.
(i) Upon a Change in Control prior to the second Vesting Date (i.e., prior to March 22, 2015), the portion of the Option that was scheduled to vest on the first Vesting Date, if not then vested, and on the second Vesting Date shall accelerate and become fully vested and exercisable, subject to the Grantee’s continued employment in active service by the Company or one of its Affiliates or otherwise provides services as a member of the Board, or both, through the effective date of a Change in Control. The remaining portion of the Option shall be unaffected by the Change in Control.
(ii) Notwithstanding anything in this Agreement to the contrary, if (A) the Grantee’s employment terminates for any reason other than a termination by the Company or one of its Affiliates for Cause or by the Grantee without Good Reason, and the Grantee’s service as a member of the Board terminates for any reason other than termination by the Board for Cause or by the Grantee for any reason, and (B) the effective date of a Change in Control occurs during the period (x) beginning on the date of the
Grantee’s termination of employment or service, whichever is later, and (y) ending 90 days following such termination date, then immediately prior to the effective date of the Change in Control (and subject to the consummation of such Change in Control), then if the portion of the Option that was scheduled to vest on the first or second Vesting Date had not yet vested, such portion of the Option that would vest on the first Vesting Date, if not then vested, and the second Vesting Date shall vest in accordance with Section 2(b)(i) above as if the Change in Control had occurred immediately prior to such termination.”
| 2. | The first sentence of Section 5(a)(i) of the Agreement is hereby amended to read as following: |
“(i) Except as provided below in Section 5(a)(iii), if, prior to the second Vesting Date (i.e., March 22, 2015), (1) either the Grantee’s employment or service with the Company and its Affiliates is terminated by the Company, one of its Affiliates or the Board without Cause or due to the Grantee’s Disability, (2) the Grantee’s employment with the Company and its Affiliates is terminated by the Grantee for Good Reason or (3) either the Grantee’s employment or service with the Company and its Affiliates is terminated due to the Grantee’s death, the Option shall become fully vested and exercisable as of the date of such termination with respect to the portion of the Option Shares that would vest on the first and second Vesting Date to the extent then not vested.”
| 3. | Section 5(a)(ii) of the Agreement is hereby amended by inserting the word “either” before the phrase “the Grantee’s employment or service with the Company and its Affiliates” each time it occurs therein. |
| 4. | Section 5(a)(iv) of the Agreement is hereby amended to read as following: |
“(iv) Notwithstanding anything to the contrary in this Agreement, upon any termination of the Grantee’s employment with the Company and its Affiliates (even if the Grantee remains in service as a member of the Board or other non-employee capacity), the unvested portion of the Option shall be cancelled immediately and the Grantee shall immediately forfeit any rights to the Option Shares subject to such unvested portion, except with respect to 40% of the Option Shares which may vest or be eligible to vest in accordance with the terms herein, including Section 5(a)(i) and Section 5(a)(iii).”
| 5. | Section 5(c)(ii) of the Agreement is hereby amended by replacing the phrase “employment or service” with the phrase “employment and service”. |
2
| 6. | Section 12(l) of the Agreement is hereby amended to read as following: |
“(l) Entire Agreement. This Agreement, the Plan and the Employment Agreement by and between McGraw-Hill Global Education, LLC, a Delaware limited liability company (as assignee to McGraw-Hill Education, Inc., a Delaware corporation) and the Optionee, dated as of June 6, 2012, as amended, contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto.”
IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
| GEORGIA HOLDINGS, INC. | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Lloyd G. Waterhouse | ||
3
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/22/15 | None on these Dates | |||
| Filed on: | 1/31/14 | |||
| 5/15/13 | ||||
| 6/6/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/12/14 SEC UPLOAD¶ 10/20/17 1:142K McGraw-Hill Global Education… LLC 5/06/14 SEC UPLOAD¶ 10/20/17 1:149K McGraw-Hill Global Education… LLC 2/27/14 SEC UPLOAD¶ 10/20/17 1:206K McGraw-Hill Global Education… LLC |