Form of Career Education Corporation 2008 Incentive Compensation Plan Cover Page to Restricted Stock Agreement (The Restricted Stock Agreement is attached hereto)

Exhibit 10.4

Form of

Career Education Corporation

2008 Incentive Compensation Plan

Cover Page to Restricted Stock Agreement

(The Restricted Stock Agreement is attached hereto)

Pursuant and subject to the Career Education Corporation 2008 Incentive Compensation Plan (the “ Plan ”) and the attached Restricted Stock Agreement, the Committee has awarded the Grantee named below shares of restricted common stock of Career Education Corporation (“ Restricted Stock ”) as follows:

Name of Grantee : [                                         ]

Grant Date : [                                                    ]

By executing below, the Grantee hereby acknowledges, (1) receipt of a true copy of the Restricted Stock Agreement; (2) that the Grantee has read the Restricted Stock Agreement and the Plan carefully, and fully understands their contents; (3) that the Grantee accepts the award of Shares; and (4) the Grantee agrees to be bound by the terms and conditions of the Restricted Stock Agreement and the Plan.

IN WITNESS WHEREOF , as of the Grant Date the Company and the Grantee hereby agree to be bound by the terms and conditions of the Restricted Stock Agreement and the Plan.

Please complete your address and then sign and return your signed copy of this cover page to the Restricted Stock Agreement within 33 days to                      at CEC corporate via PDF, facsimile or interoffice mail. Please retain a copy of this signed cover page; the remainder of the Restricted Stock Agreement is for your records and does not need to be returned.

FORM OF

CAREER EDUCATION CORPORATION

2008 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AGREEMENT

In accordance with and subject to the terms of the Career Education Corporation 2008 Incentive Compensation Plan (the “ Plan ”) and this Agreement, the Committee granted to the person named as grantee (the “ Grantee ”) on the cover page attached to this Restricted Stock Agreement (the “ Cover Page ”) an award of shares of Restricted Stock of the Career Education Corporation (the “ Company ”) (the Cover Page and this Restricted Stock Agreement hereinafter referred to as the “ Agreement ”).

To evidence such award and to set forth its terms, the Company and the Grantee agree as follows. All capitalized terms not otherwise defined in the Agreement shall have the meaning set forth in the Plan.

1. Grant of Restricted Stock . Subject to and upon the terms and conditions set forth in this Agreement and the Plan, the Committee granted to the Grantee the number of shares of Restricted Stock set forth on the Cover Page (the “ Shares ”), effective as of the grant date set forth on the Cover Page (the “ Grant Date ”), and the Grantee hereby accepts the grant of the Shares on a restricted basis, as set forth herein.

2. Limitations on Transferability . At any time prior to vesting in accordance with Paragraph 3 or 4, the Shares, or any interest therein, cannot be directly or indirectly transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed.

3. Dates of Vesting . Subject to the provisions of Paragraphs 4 and 5 of this Agreement, the Shares shall cease to be restricted and shall become non-forfeitable (thereafter being referred to as “ Unrestricted Stock ”) as follows:

(a) the portion of the Shares designated as “Time Vesting Stock” on the Cover Page shall become Unrestricted Stock as of the third anniversary of the Grant Date; and

(b) provided that the performance criteria specified on Exhibit A hereto have been satisfied, the portion of the Shares designated as “Performance Vesting Stock” on the Cover Page shall become Unrestricted Stock as of the third anniversary of the Grant Date, but only to the extent and in the proportion that such performance criteria have been satisfied.

Notwithstanding the foregoing, and subject to Paragraphs 4 and 5 below, in the event that the Grantee incurs a Termination of Service prior to the third anniversary of the Grant Date, the Shares shall be immediately forfeited to the Company.

Any shares of Performance Vesting Stock that do not become Unrestricted Stock on the third anniversary of the Grant Date as a result of a failure to fully satisfy the applicable performance criteria shall be forfeited to the Company. The Committee shall have full discretion and authority to determine whether and to what extent such performance criteria have been satisfied, and the determination of the Committee shall be final and binding on the Grantee, the Company and all other interested persons. A

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4. Termination of Service . Subject to Paragraph 5 below, the provisions of this Paragraph 4 shall apply in the event the Grantee incurs a Termination of Service at any time prior to the date on which the Restricted Stock shall become Unrestricted Stock as set forth in Paragraph 3:

(a) If prior to the third anniversary of the Grant Date, the Grantee incurs a Termination of Service because of his or her death or Disability, the Shares shall become Unrestricted Stock, and the Grantee shall immediately own the Shares free of all restrictions otherwise imposed by this Agreement.

(b) If, prior to the third anniversary of the Grant Date, the Grantee incurs a Termination of Service for any reason other than his or her death or Disability, then the Shares that have not previously become Unrestricted Stock shall be immediately forfeited to the Company.

5. Change in Control . Upon a Change in Control, the Grantee will have such rights with respect to the Shares as are provided for in the Plan.

6. Stock Certificates and Escrow . The certificates for the Shares shall be held in escrow by the Company until, and to the extent, such Shares shall become Unrestricted Stock. The Shares and the related certificates, together with any assets or securities held in escrow hereunder, shall either be (a) surrendered to the Company for cancellation to the extent such Shares are forfeited by the Grantee pursuant to the terms of the Plan or this Agreement or (b) released to the Grantee to the extent such Shares become Unrestricted Stock pursuant to Paragraph 3, 4 or 5 above.

7. Liability of Company . The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and transfer of any Shares pursuant to this Agreement shall relieve the Company of any liability with respect to the non-issuance or transfer of the Shares as to which such approval shall not have been obtained. However, the Company shall use its best efforts to obtain all such approvals.

8. Adjustment in Restricted Stock . The Committee may make or provide for such adjustments as provided for in Section 4.2 of the Plan.

9. Plan Amendment . No discontinuation, modification, or amendment of the Plan may, without the written consent of the Grantee, adversely affect th