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