Exhibit 10.29

January 25, 2012

Lee R. Ramsayer

11980 Gray Hollow Court

N. Bethesda, MD 20852

Dear Lee,

This letter will confirm our offer of employment in the Enterprise Sales Division of Houghton Mifflin Harcourt Publishing Company (the “Company” or “HMH”). You will work as Executive Vice President and General Manager for the Enterprise team, reporting to Linda Zecher, Chief Executive Officer until an EVP of Sales is named. This offer letter summarizes the compensation and benefits we are offering and contains important information regarding employment with the Company. This offer is contingent upon the successful completion of a background investigation.

Your employment will begin on February 13, 2012. You will be compensated with a bi-weekly salary of $14,423.08 ($375,000 annualized), subject to applicable payroll taxes and withholdings. Paydays are every other Friday.

You will receive a sign-on in the amount of $75,000 payable within 45 days of your first day of employment. Additionally, you will receive cash payments totaling, $150,000, to be paid over a 12 month period from your first day of employment with HMH. The $150,000 will be paid in quarterly increments of $37,500.00; the first of these quarterly payments with be made within 90 days of your first day of employment. You will be receiving a Bonus Agreement under separate cover that outlines the agreement terms. You will also be eligible to participate in the 2012 Executive Sales Bonus Plan with a target opportunity of 100% of $350,000.00, 50% of the bonus will be based on your enterprise sales target, 25% of this opportunity will be tied to management objectives that will be provided under separate cover and 25% of this opportunity will be tied to corporate EBITDA achievement. Further details of the Bonus Plan will be provided to you under separate cover. Additionally, while the terms are yet to be determined, the Company anticipates establishing an equity compensation program in the near future of which you’ll be eligible.

You will be eligible for up to 20 vacation days annually, which will be pro-rated in 2012 based on your start date. Vacation time is accrued on a daily basis. For a calculation of the exact amount of vacation time for which you are eligible this year, please refer to the HMH Employee Guide or contact your HR Business Partner. In addition, you may be eligible for paid Company holidays and occasional absence days as described in the Employee Guide.

You will be eligible to participate in the Company’s employee benefit programs. If you choose to enroll, unless otherwise described in the terms of any employee benefit plan, benefits coverage will commerce on the first day of the month, following 30 days from your start date. In order to participate in any of the Company’s employee benefit programs, you must complete the enrollment process for such programs within your first 30 days of employment.

Your employment with the Company will be “At-Will,” meaning that either you or the Company may terminate the employment relationship for any reason or no reason, at any time, with or without notice. Nothing in this letter should be interpreted as creating an employment contract between you and the Company.

By accepting this offer of employment, you agree that during your employment with the Company, you will abide all Company policies and standards of conduct. Any violation of the Company’s policies or standards of conduct may be grounds for immediate termination from employment.

I have enclosed several documents that you must complete and send to or bring with you along with proper identification, to Human Resources on your first day: a Confidentiality and Intellectual Property Agreement a federal W-4 form, a state W-4 form (if needed), a borrowed vacation agreement and an Emergency Contact Information form.

You will be receiving separate emails with an application as well as instructions on how to initiate the electronic 1-9 work authorization process. Your work authorization documentation will need to be reviewed within three days of your start date. If you are working on-site at a Company location, your HR Representative will review these documents and complete the process. If you are a remote employee, you will be notified of the Company designee assigned to work with you to complete the process, including when and where the completion of the process will take place.

This letter sets forth the terms of your employment with the Company and supersedes any prior oral or written communications. To accept this offer of employment please sign and return a copy of this letter to us by January 27, 2012. 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 February 2, 2012, this offer will expire. Please fax this offer letter, with your signature, to the attention of Joanne Karimi at 617-351-1106. Handwritten changes to this letter are not valid unless authorized and signed by me. If you have any questions, please call me directly at 617-351-3100.

We are very enthusiastic about you joining Houghton Mifflin Harcourt Publishing Company. We look forward to working with you and hope that our relationship proves to be a mutually rewarding one.

Cordially,
Linda Zecher
Agreed to and accepted:
		JAN 26 2012
Signature		Date

Personnel File

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:		2-2-12
Signature
LEE R. RAMSAYER
Printed Name

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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 the 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 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.

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
LEE R. RAMSAYER
Printed Name
Date:		2-2-12

EXHIBIT A

“Separate Works”

None

Initial: