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FORM OF EMPLOYMENT AGREEMENT

Employment Agreement

FORM OF EMPLOYMENT AGREEMENT | Document Parties: Corinthian Colleges, Inc You are currently viewing:
This Employment Agreement involves

Corinthian Colleges, Inc

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Title: FORM OF EMPLOYMENT AGREEMENT
Governing Law: California     Date: 8/27/2007
Industry: Schools     Sector: Services

FORM OF EMPLOYMENT AGREEMENT, Parties: corinthian colleges  inc
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Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is amended and restated as of August 21, 2007, by and between Corinthian Colleges, Inc., a Delaware corporation (the “Company”), and Jack D. Massimino (“Employee”).

WITNESSETH:

WHEREAS, the Company and Employee desire to enter into this Agreement to assure the Company of the continuing and exclusive service of Employee and to set forth the terms and conditions of Employee’s employment with the Company.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

 

1. TERM. The Company agrees to employ Employee and Employee hereby accepts such employment, in accordance with the terms of this Agreement, commencing on the date of the amendment and restatement of this Agreement (the “Effective Date”) and continuing for a period of two (2) years hereafter (the “Term”), subject to earlier termination under Section 5 or extension of such term as described in the following sentences. Unless either party has given advanced written notice to the other party that the Term shall not be extended (or further extended, as the case may be), then (1) upon the first anniversary of the Effective Date the Term shall automatically be extended by an additional year (such that the Term shall be scheduled to terminate on the third anniversary of the Effective Date), and (2) upon the second and each successive anniversary of the Effective Date the Term shall automatically be extended by an additional year; provided, however , that in no event shall the Term exceed a period of five (5) years. Notwithstanding the foregoing, in the event of a Change in Control, as defined below, during the term of this Agreement, the Term of this Agreement shall in no event be less than two years and one day following the Change in Control. Provision of notice that this Agreement shall not be extended or further extended, as the case may be, shall not constitute breach of this Agreement or entitle the Employee to any benefits described in Section 5.

 

2. SERVICES AND EXCLUSIVITY OF SERVICES. During the Term of this Agreement, Employee shall devote Employee’s full business time, energy and ability exclusively to the business, affairs and interests of the Company and matters related thereto, shall use Employee’s best efforts and abilities to promote the Company’s interests and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of the Board of Directors of the Company (the “Board”).

Employee shall not, directly or indirectly, during the term of this Agreement render services to any other person or firm for compensation or engage in any activity competitive with or adverse to the Company’s business. Employee may serve as a director or in any other

 


capacity of any business enterprise or any nonprofit or governmental entity or trade association, provided in each case that such service is approved by the Board. Notwithstanding the foregoing, Employee may make and manage personal business investments of Employee’s choice and serve in any capacity with any civic, educational or charitable organization (other than as a director of such organization, approval for which may be sought under the immediately preceding sentence of this Section 2) without seeking the approval of the Board, provided that such activities and services do not interfere or conflict with the performance of the duties hereunder or create any conflict of interest with such duties.

 

3. DUTIES AND RESPONSIBILITIES. Employee shall serve as Chief Executive Officer of the Company for the Term of this Agreement. In the performance of Employee’s duties, Employee shall report directly to the Board of the Company and shall be subject to the direction of the Board and to such limits on Employee’s authority as the Board may from time to time impose. During the term of this Agreement, Employee shall be based at the Company’s principal executive offices in Orange County, California. Employee agrees to observe and comply with the rules and regulations of the Company and agrees to carry out and perform orders, directions and policies of the Company and its Board as they may be, from time to time, stated either orally or in writing. The Company agrees that the duties which may be assigned to Employee shall be usual and customary duties of the office(s) or position(s) to which Employee may from time to time be appointed or elected and shall not be inconsistent with the provisions of the charter documents of the Company or applicable law. Employee shall have such corporate power and authority as shall reasonably be required to enable Employee to perform the duties required in any office that may be held.

 

4. COMPENSATION.

(a) Base Compensation. During the term of this Agreement, the Company agrees to pay Employee a base salary at the annual rate of not less than $800,000, payable in accordance with the Company’s practices in effect from time to time (the “Base Salary”).

(b) Additional Benefits. Employee shall also be entitled to all rights and benefits for which Employee is otherwise eligible under any bonus plan, Target Bonus (defined below) arrangement, incentive agreement (including stock options and/or other awards granted pursuant to the Company’s 2003 Performance Award Plan and any successor plans), participation or extra compensation plan, pension plan, profit-sharing plan, life, medical, dental, disability, or insurance plan (including, except as otherwise prohibited therein, the Company’s Employee Stock Purchase Plan) or policy or other plan or benefit that the Company may provide for Employee or (provided Employee is eligible to participate therein) for Peer Employees (defined as all employees who have the title of Executive Vice President of the Company or above, other than the founders of the Company) or for employees of the Company generally, as from time to time in effect, during the term of this Agreement (collectively, all of the above shall be referred to as the “Additional Benefits”). In addition to the Base Salary, Employee shall be eligible to earn, for each fiscal year of Company, a target

 

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annual incentive bonus equal to 115% of his Base Salary (“Target Bonus”), which bonus shall be based on achieving targeted performance goals as determined by Compensation Committee.

(c) Periodic Review. The Compensation Committee of the Board shall review Employee’s Base Salary and Additional Benefits then being paid to Employee not less frequently than every twelve months. Following such review, the Company may in its discretion increase (but shall not be required to increase) the Base Salary or any other benefits, but may not decrease the Base Salary and Target Bonus during the time Employee serves as Chief Executive Officer; provided, however, that if the Company undertakes any generalized salary reductions of Peer Employees, the Company may reduce Employee’s Base Salary and Target Bonus by a percentage equal to the percentage base salary and target bonus reductions effected for all other Peer Employees of the Company.

(d) Perquisites. Employee shall be entitled to not less than three weeks paid vacation each twelve-month period (or such larger amount of paid vacation as is generally granted to employees of the Company based on time of service with the Company), which shall accrue on a pro rata basis from the Effective Date of this Agreement. Vacation time will continue to accrue so long as Employee’s total accrued vacation does not exceed two times (2x) the then-current rate of annual vacation accrual of the Employee (the “Vacation Accrual Cap”). Should Employee’s accrued vacation time reach the Vacation Accrual Cap, Employee will cease to accrue additional vacation until Employee’s accrued vacation time falls below the Vacation Accrual Cap. Except with respect to the rate of vacation accrual set forth above, all vacation time shall be subject to the plans, policies, programs and practices as in effect generally with respect to other Peer Employees of the Company.

 

5. TERMINATION. This Agreement and all obligations hereunder (except the obligations contained in Sections 8, 9, 10 and 11 (Confidential Information, Non-Competition, Non Solicitation of Employees and Indemnity) which shall survive any termination hereunder) shall terminate upon the earliest to occur of any of the following:

(a) Voluntary Termination. Subject to Section 5(e) below, the voluntary termination by Employee or retirement from the Company in accordance with the normal retirement policies of the Company.

(b) Death or Disability of Employee. Employee’s employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease, other than for payment of the sum of (A) Employee’s Base Salary through the date of termination to the extent not theretofore paid, (B) pro rata portion of the Target Bonus calculated as of the date of termination and any other amount earned through the date of termination pursuant to another cash compensation agreement, and (C) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”), which

 

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shall be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law. Notwithstanding the foregoing, if Employee is determined by the Company to be a specified employee (as defined in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) and determined pursuant to related Treasury Regulations or other guidance promulgated thereunder) and if required under Section 409A of the Code, the Accrued Obligations shall be paid on the first day of the seventh month following the termination of employment. For the purposes of this Agreement, Disability shall mean that Employee is either (1) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (2) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. For purposes of this Agreement, Employee shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. Employee shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of the Company, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section. The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s 2003 Performance Award Plan, as amended, or the Company’s Employee Stock Purchase Plan, or any successor plans all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.

(c) Cause. The Company may terminate Employee’s employment and all of Employee’s rights to receive Base Salary and any Additional Benefits hereunder for Cause. For purposes of this Agreement, the term “Cause” shall be defined as any of the following; provided, however, that the Company must determine the presence of such Cause in good faith:

(i) Willful misconduct by Employee which materially and demonstrably injures the Company, including (1) Employee’s material breach of any material duties and responsibilities under this Agreement (other than as a result of incapacity due to Employee’s Disability), (2) Employee’s commission of a material act of fraud upon the Company or (3) Employee’s immoderate use of alcoholic beverages or narcotics or other substance abuse;

(ii) Employee willfully engaging in conduct specifically prohibited by the Company’s written policies, including, without limitation, unlawful harassment of any other Company employee.

 

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(iii) Employee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for a felony or any crime which materially adversely affects the Company and/or its reputation in the community and which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved.

For purposes of this Section 5, no act or failure to act on the part of Employee shall be considered “willful” unless done, or omitted to be done, by Employee in bad faith and without reasonable belief by Employee that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be terminated for Cause pursuant to clauses (i), (ii) and (iii) of this Section 5(c) unless and until Employee has received notice of a proposed termination for Cause and Employee has had an opportunity to be heard before at least a majority of members of the Board.

(d) Without Cause. Notwithstanding any other provision of this Section 5, the Company shall have the right to terminate Employee’s employment with the Company without Cause at any time, but in the event of such termination without Cause and subject to the satisfaction of the condition in Section 5.7(f), Employee shall be entitled to receive a lump sum payment equal to the following: (A) one times (1x) the value of Employee’s Base Salary in effect as of the date of such termination, plus (B) one times (1x) Employee’s Target Bonus in effect as of the date of such termination (hereinafter such aggregate amount shall be referred to as the “Lump Sum Payment”). Such Lump Sum Payment to Employee shall be paid to Employee within 60 days of the date of such termination. Notwithstanding the foregoing, if Employee is determined by the Company to be a specified employee (as defined in Section 409A(a)(2)(B) of the Code and determined pursuant to related Treasury Regulations or other guidance promulgated thereunder) and if required under Section 409A of the Code, the Lump Sum Payment shall be paid on the first day of the seventh month following the termination of employment.

(e) Good Reason. Employee may terminate his employment with the Company for Good Reason within two years following the initial existence of Good Reason. In the event that Employee fails to terminate his employment within such period but Employee’s employment under this Agreement in fact terminates at the initiation of Employee, such termination shall be deemed a termination by Employee without Good Reason. Regardless of whether a resignation occurs prior to, coincident with or after a “Change in Control,” “Good Reason” shall mean any one or more of the following:

(i) An involuntary material diminution in Employee’s Base Salary.

(ii) An involuntary material diminution in Employee’s authority, duties, or responsibilities. An involuntary material diminution in Employee’s authority, duties, or responsibilities shall not have occurred if Employee agrees to cease being the Chief Executive Officer of the Company and agrees to remain on the Board.

 

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(iii) An involuntary material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report, including a requirement that Employee report to a corporate officer or employee instead of reporting directly to the Board.

(iv) An involuntary material diminution in the budget over which Employee retains authority.

(v) A 100 mile or greater change in the geographic location at which Employee must perform his services following a Change in Control, as defined below. Any change in the geographic location at which Employee must perform his services prior to a Change in Control shall not be Good Reason.

(vi) Any other action or inaction that constitutes a material breach of the Agreement.

Employee must give the Company written notice which shall identify with reasonable specificity the grounds for Good Reason within 90 days of the initial existence of Good Reason, upon the notice of which the Company shall have 30 days to cure the alleged grounds for Good Reason contained in the notice. In the event Employee fails to notify the Company of the existence of Good Reason within such 90 day period but Employee’s employment under this Agreement in fact terminates at the initiation of Employee, such termination shall be deemed a termination by Employee without Good Reason. If Employee terminates his employment with the Company for Good Reason, then subject to the satisfaction of the condition in Section 5.7(f), Employee shall be entitled to receive a Lump Sum Payment equal to that which would be paid to Employee under Section 5(d) hereof within 60 days following the termination of employment. Notwithstanding the foregoing, if Employee is determined by the Company to be a specified employee (as defined in Section 409A(a)(2)(B) of the Code and determined pursuant to related Treasury Regulations or other guidance promulgated thereunder) and if required under Section 409A o


 
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