Exhibit
10.4
OPTION AND RESTRICTED STOCK
AMENDMENT AGREEMENT
THIS OPTION AND RESTRICTED STOCK
AMENDMENT AGREEMENT (the
“ Agreement ”) dated as of February 20,
2009, is between Career Education Corporation, a Delaware
corporation (the “ Company ”), and
,
an employee of the Company (the “ Participant
”). Capitalized terms used but not defined herein shall have
meaning given to such terms in the Career Education Corporation
1998 Employee Incentive Compensation Plan (the “ Plan
”).
WHEREAS , the Participant holds Options and Restricted
Stock issued under the Plan;
WHEREAS , the Company and the Participant desire to
amend all Award Agreements relating to Options and shares of
Restricted Stock held by the Participant under the Plan to provide
that, upon the Participant’s Termination of Employment by the
Company without Cause (as defined in the Plan), all such Options
shall become fully exercisable, and such shares of Restricted Stock
shall become fully vested; and
WHEREAS, the Company and the Participant desire to amend
all Award Agreements relating to Options and Restricted Stock held
by the Participant under the Plan to increase the threshold upon
which a Change in Control is deemed to occur from twenty percent
(20%) to thirty-five percent (35%).
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. Vesting . Effective as of
the date hereof, notwithstanding anything in the Plan or any Award
Agreement to the contrary, following the Participant’s
involuntary Termination of Employment by the Company without Cause
all Options held by the Participant under the Plan shall become one
hundred percent (100%) exercisable pursuant to, and subject
to, the terms of the Plan and the applicable Award Agreement, and
shares of Restricted Stock held by the Participant under the Plan
shall become fully vested. This Section 1 shall amend any term
to the contrary contained in the Plan and any Award Agreement of
the Participant under the Plan outstanding on the date hereof. To
the extent the Participant incurs a voluntary Termination of
Employment, or a Termination of Employment by reason of death,
Disability, Retirement or for Cause, th
