Exhibit 10.28

October 21, 2011

Mary J. Cullinane

44 Gramercy Park, North, Apt. 4E

New York, NY 10010

Mary,

This letter is to confirm our offer of employment for the role of SVP Corporate & Social Responsibility reporting to Linda Zecher, CEO/President of Houghton Mifflin Harcourt. This offer and enclosures summarize your compensation and benefits and contains important information regarding your status as an employee of Houghton Mifflin Harcourt.

Your employment period will begin on January 2, 2012. Your compensation will include your biweekly salary of $8,654.84 or $225,000 annualized, subject to applicable payroll taxes and withholdings. Effective with the 2012 calendar year, you will be eligible to earn up to $150,000 in incentive based compensation for an annual Total Cash Compensation opportunity of $375,000. The payout of this incentive will be based on the achievement of individual performance metrics and overall company performance. As an executive of HMH, you will also be eligible to participate in the HMH Long-term Incentive Program in accordance with the program guidelines. Please note that you will be required to sign a non-compete agreement in order to participate in the LTI. You will relocate to Boston, MA within the next 12 months and will be eligible to receive relocation benefits including the transfer of goods from New York, N.Y. to Boston, MA. as well as temporary housing for up to 90 days and the reimbursement of normal and customary out-of-pocket expenses as outlined in the HMH relocation policy. You will be required to travel domestically and internationally on a regular basis. All travel related expenses will be reimbursed in accordance with company expense guidelines.

You will be eligible for up to 20 vacation days annually. Vacation time is accrued on a daily basis. For a calculation of the exact amount of time you are eligible for this year, please refer to the HMH Employee Guide or contact your HR Business Partner. In addition, you are eligible for company paid holidays and occasional absence days as described in the Employee Guide.

According to the terms of our current policy, your performance will be reviewed in 2012. HMH offers employee Health Care Coverage and the opportunity to participate in a 401K plan. If you choose to enroll in the plan, health coverage will commence on the first of the month, following 30 days from your start date. In order to receive benefits coverage, you must complete the enrollment process within your first 31 days of employment. A benefits package will follow from the HMH Benefits team.

In accordance with our Company policy of “At-Will” employment, nothing in this letter should be interpreted as creating an employment contract between you and the company. Because your employment is an at-will employment relationship, either the Company or you may terminate the employment relationship at any time for any reason.

You agree that all materials and related information either developed by you in completing this assignment or disclosed to you by any person acting on behalf of Houghton Mifflin Harcourt Publishing Company are proprietary materials and confidential information of Houghton Mifflin Harcourt. Additionally, you agree not to disclose any such information or related information to any other parties, or to make any personal use thereof without prior written consent of Houghton Mifflin Harcourt Publishing Company.

You further agree that during your tenure, you will abide by all Company employment policies and standards of conduct. Any violation of the Company’s policies or standards of conduct may be grounds for your immediate termination without any further compensation from the Company.

Attached are several new hire forms - Federal W-4, State W-4, an Emergency Contact Information form and I-9. The I-9 is accompanied by a list detailing the documents that will satisfy the requirements of the Federal immigration law (page 5). You only need to complete Section 1 on this form. Please bring the completed forms with you, along with proper identification, to Human Resources on January 2, 2012.

This letter sets forth the terms of your employment with us and supersedes any prior oral or written communications. To accept employment, please sign and return a copy of this letter to us by October 31, 2011. Your signature below indicates that you understand and agree to the terms set forth in this letter. If you do not return this letter to us by October 31, 2011, this offer will expire. Please fax this offer letter, with your signature, to the attention of Laura Moro, Executive Assistant to Linda Zecher at 617-351-1107. Handwritten changes to this letter are not valid unless authorized and signed by me.

We will commence with your on boarding process your first day of employment in the Boston Office located at 222 Berkeley Street, Boston, MA. Please report to Kristen Miller, HR Director, Kristen resides on the fifth floor in the Human Resources Department.

We look forward to having you as part of the Houghton Mifflin Harcourt team. If you have any questions, please call me directly at 407-451-8736.

Agreed to and accepted:

HR File

CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT

In consideration of my employment with Houghton Mifflin Harcourt Publishing Company (the “Company”), or my continued employment by the Company, and my receipt of the compensation and benefits that I shall receive from and after the date hereof, I acknowledge and agree to adhere to the terms of this Confidentiality and Intellectual Property Agreement (“Agreement”), which are described below:

employment with the Company is “at-will.”

6. I acknowledge and understand that any breach by me of any of the foregoing provisions of this Agreement will cause the Company to suffer irreparable harm for which damages are an inadequate remedy and are difficult to calculate. Accordingly, I agree that the Company will be entitled, without limiting any other available legal or equitable remedies, to injunctive relief (without the need to post any bond or other security) to enforce the terms of the foregoing provisions and to prevent any breach or threatened breach of any of the same. I further agree to reimburse the Company for any costs and expenses (including but not limited to reasonable attorneys’ fees and court costs) incurred by any of them in enforcing this Agreement.

7. This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts or choice of law rules.

8. This Agreement may not be amended except by written agreement executed by both me and the Company. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or of any breach of any other provision If for any reason any provision of this Agreement shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable, such provision shall be ineffective only to the extent of such invalidity or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9. This Agreement is enforceable the Company and may be assigned or transferred by the Company. I may not assign any of my rights or obligations under this Agreement.

10. This Agreement embodies the entire agreement and understanding between the Company and me with regard to the matters described herein and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, between us regarding these matters. The provisions of this Agreement shall survive any termination of my employment by the Company for any reason.

I acknowledge by signing below that I have read and understand the terms of this Agreement and intend to be bound thereby:

 

Signature
MARY CULLINANE
Printed Name
Date:		1-5-12

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EXHIBIT A

“Separate Works”

If none, write “none.”

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

In consideration of my continued employment with Houghton Mifflin Harcourt Publishing Company (the “Company”), and my receipt of the compensation and benefits that I shall receive from and after the date hereof, I acknowledge and agree to adhere to the terms of this Non-competition and Non-Solicitation Agreement (“Agreement”), which are described below:

1. Covenants. During my employment and for a period of one (1) year thereafter (the “Restricted Period”), (i) I shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business, directly or indirectly, own, manage, operate, control, consult with, be employed by or participate in the ownership, management, operation or control of any business of the type and character engaged in or competitive with that conducted by the Company or any of its affiliates and with which I have been concerned, interested or involved during my employment, or with respect to which I possess Confidential Information (as defined below); (ii) I shall not, directly or indirectly, employ, solicit for employment or otherwise contract for the services of any employee of the Company or any of its affiliates at the time of this Agreement or who shall subsequently become an employee of the Company or any such affiliate; provided, however, this subparagraph (ii) shall not apply to my personal secretary at the time of termination; and (iii) I will not solicit, in competition with the Company or its affiliates, any person who is, or was at any time within the twelve months prior to the termination of my employment, a customer of the business conducted by the Company or any of its affiliates. During the Restricted Period, I shall give notice to the Company of each new business activity I plan to undertake, at least fifteen (15) days prior to beginning in such activity. Such notice shall state the name and address of the person or entity for whom such activity is undertaken and the nature of my business relationship(s) and position(s) with such person or entity. I shall provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request to determine my continued compliance with my obligations under this Agreement.

2. Confidential Information. “Confidential Information” as used in this Agreement includes all trade secrets and confidential and proprietary information of the Company or any of its affiliates, including all (a) Financial Information, such as the Company’s or any of its affiliates’ earnings, assets, debts, prices, pricing structure, volume of purchases, business plans, sales or other financial data, services and operations; (b) Marketing Information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of the Company or any of its affiliates, sales forecasts, test market information or results of marketing efforts or information about impending transactions; (c) Personnel Information, such as employee’s personally identifiable information, medical histories, compensation or other terms of employment, actual or proposed promotions, hirings, resignations, disciplinary actions, terminations or reasons therefore, training methods, performance, or other employee information; (d) Customer Information, such as any compilation of past, existing or prospective customer’s names addresses or backgrounds, records of purchases ad prices, proposals or agreements between customers and the Company or any of its affiliates, status of customer’s accounts or credit or related information about actual or prospective customers; (e) Product Information, such as product designs, patterns, devices, plans for new products, line extensions, manufacturing and distribution processes and related information; and (f) Other Information that the Company or any of its affiliates maintains as confidential and uses to conduct its business or gain competitive advantage. “Confidential Information” does not include information that lawfully is or has become generally known to the public other than through my breach of my obligations to the Company or any of its affiliates.

3. Blue Pencil. The Company and I further acknowledge that the time, scope, geographic area and other provisions of this Agreement have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the covenants in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of their

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extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all; other respects as to which they may be enforceable, all as determined by such court in such action.

4. Non-Disparagement. I agree that, during my employment and at any time thereafter (including following my termination of employment for any reason) I will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or any of its affiliates or their respective officers, directors, employees, advisors, businesses or reputations.

5. Enforcement. I acknowledge that a breach of the covenants contained in this Agreement may cause irreparable damage to the Company and its affiliates, the exact amount of which will be difficult to ascertain and that the remedies at law for any such breach will be inadequate. Accordingly, I agree that if I breach any of the covenants contained in this Agreement, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief. In addition, the breach of any of the covenants contained in this Agreement shall entitle the Company to permanently withhold any severance pay for which I may be eligible. The Company shall provide me with at least five days prior written notice before withholding of any payment provided for in the immediately preceding sentence. For purposes of determining whether to permanently withhold payments from me pursuant to this section, the Board shall determine what constitutes a competing business, provided that my ownership of securities of two percent (2%) or less of any publicly traded class of securities of a public company shall not be considered to be competition with the Company or any of its affiliates.

6. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.

7. Assignment. This Agreement is enforceable by the Company and may be assigned or transferred by the Company. I may not assign any of my rights or obligations under this Agreement.

8. Amendment; Waiver. This Agreement may not be amended except by written agreement executed by both me and the Company. No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct.

9. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Company and me with regard to non-competition and non-solicitation and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, between us regarding these matters.

I acknowledge by signing below that I have read and understand the terms of this Agreement and intend to be bound thereby:

				Date:		11-1-11
Signature
MARY J. CULLINANE
Printed Name

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