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Exhibit 10.26
September 13, 2007
Mr. Leonard A.
Mariani
[Address]
Dear Len:
I am pleased to extend this offer to
you for the position of Senior Vice President, Marketing and
Admissions, 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 Senior 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 $100,000 will be paid within 30 days of the start
of your employment provided you commence employment with CEC by
October 1, 2007. 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 in
paragraph 11 below), or (b) you are terminated for Cause (as
defined in paragraph 11 below) prior to the one-year anniversary of
the commencement of your employment.
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3.
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You
will be eligible to participate in the Corporate Bonus Program at
the Company. Your target annual bonus will initially be 50% of base
salary earned and such bonuses are typically paid in February or
March of the year subsequent to the year for which they are earned.
Your bonus for 2007 will be guaranteed to be a minimum of 50% (and
a maximum of 200%) of base salary earned so long as you continue in
our employment through December 31, 2007. Such bonus payment
will be made no later than March 15, 2008.
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4.
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You
will also eligible to participate in the Corporate Over Achievement
Bonus Plan. Payments under this plan are at the discretion of the
Chief Executive Officer and the Compensation Committee of the Board
of Directors based on Company achievement in excess of budgeted
income.
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Mr. Leonard A. Mariani
Page Two
September 13, 2007
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5.
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The
Company will grant you 10,000 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 your first day of employment. The options will
vest 25% per year over four years. Beginning in 2008 and
thereafter, you will be eligible to participate in the
Company’s equity compensation programs.
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