Exhibit
10.3
OPTION EXTENSION
AGREEMENT
THIS OPTION EXTENSION
AGREEMENT (the “
Agreement ”) dated as of February 20, 2009, is
between Career Education Corporation, a Delaware corporation (the
“ Company ”), and Gregory L. Jackson, a
non-employee director of the Company (the “
Participant ”). Capitalized terms used but not defined
herein shall have meaning given to such terms in the Career
Education Corporation 2008 Incentive Compensation Plan (the “
Plan ”).
WHEREAS , the Participant holds Options issued under the
Plan; and
WHEREAS , the Company and the Participant desire to
amend all Options held by the Participant under the Plan to provide
that, to the extent vested, such Options shall remain outstanding
and exercisable following the Participant’s Termination of
Service until the earlier of (a) the third anniversary of such
Termination of Service, and (b) the end of the Term; in either
case, that if the Committee determines that Cause exists at the
time of such Termination of Service, then no such extension shall
occur.
NOW, THEREFORE
, in consideration of the premises
and the mutual covenants hereinafter set forth and for other good
and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto have agreed, and do hereby agree,
as follows:
1. Post-Termination Option
Exercise Extension . Effective as of the date hereof,
notwithstanding anything in the Plan or any Award Agreement to the
contrary, following the Participant’s Termination of Service
for any reason other than Cause, any Option which is vested at the
time of such Termination of Service shall remain exercisable (in
accordance with the requirements of the Plan), until the earlier of
(a) the third anniversary of such Termination of Service, and
(b) the end of the Term. This Section 1 shall amend any
term to the contrary contained in the Plan and any Award Agreement
of the Participa
