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Exhibit 10.25
February 18, 2008
VIA FEDEX
Ms. Deborah Lenart
[Address]
Dear Deb:
I am pleased to offer you,
contingent on a successful background check, the position of Senior
Vice President of the University Strategic Business Unit at Career
Education Corporation (“CEC” or the
“Company”). Your position will be based in our
corporate offices in Hoffman Estates, and you will report to me.
This is an important Corporate Officer role and you will be part of
our Company’s Executive Leadership Team.
Following are the details of your
compensation package:
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1.
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The
base salary for this position is $29.166.66 per month (which
equates to an annual salary of $350,000). Your base salary will be
reviewed on an annual basis.
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2.
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A
sign-on bonus of $75,000 will be paid within 30 days of the start
of your employment provided you commence employment with CEC by
March 15, 2008. You will be required to repay the entire
sign-on bonus if (a) you voluntarily resign from your
employment with the Company prior to the one year anniversary of
your commencement of employment without Good Reason (as defined
below) or (b) you are terminated for Cause (as defined in the
Compensation Plan) prior to the one year anniversary of the
commencement of your employment. For purposes hereof, “Good
Reason” is defined as a material diminution in duties or
responsibilities inconsistent with your position as Senior Vice
President of the University Strategic Business Unit.
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3.
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You
will be eligible to participate in the CEC Bonus Program with an
annual target opportunity of 50% of base salary earned. Bonuses are
typically paid in March of the year subsequent to the year for
which they are earned. To be eligible for this annual bonus, you
must continue in our employment through December 31 of each
bonus year. The company performance element of your bonus (which
accounts for 80% of the 50% target) can go up to 200%.
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4.
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The
Company will grant you, subject to approval of the Compensation
Committee of the CEC Board of Directors, approximately 30,000 stock
options under the terms of its 1998 Employee Incentive Compensation
Plan (the “Compensation Plan”) with an exercise price
equal to the stock price at the close of business on the grant
date. Options granted under this Plan vest at a rate of
25% per year over four years. The grant date for options under
this program is generally around mid-March.
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Ms. Deborah Lenart
Page Two
February 18, 2008
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5.
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The
Company will grant you, subject to approval of the Compensation
Committee of the CEC Board of Directors, approximately 12,000
shares of Restricted Stock under the terms of the Company’s
1998 Employee Incentive Compensation Plan (the “Compensation
Plan”). Restricted shares carry both a three-year cliff vest
and a performance vesting element subject to the terms of the
restricted stock agreement and the Compensation Plan. The grant
date for Restricted
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