Exhibit
10.2
OPTION EXTENSION AND AMENDMENT
AGREEMENT
THIS OPTION EXTENSION AND
AMENDMENT AGREEMENT (the
“ Agreement ”) dated as of February 20,
2009, is between Career Education Corporation, a Delaware
corporation (the “ Company ”), and
,
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 “
2008 Plan ”).
WHEREAS , the Participant holds Options issued under the
2008 Plan and the Career Education Corporation 1998 Employee
Incentive Compensation Plan (the “ Employee
Plan ” and together with the 2008 Plan, the “
Plans ”);
WHEREAS , the Company and the Participant desire to
amend all Options held by the Participant under each of the Plans
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 or Option Period (as defined under the Director Plan), as
applicable; provided , 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; and
WHEREAS, Company and the Participant desire to amend all
Options held by the Participant under the Employee 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. Post-Termination Option
Exercise Extension . Effective as of the date hereof,
notwithstanding anything in the Plans 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 applicable Plan), until the
earlier of (a) the third anniversary of such Termination of
Service, and (b) the end of the Term or the Option Period, as
applicable. This Section 1 shall amend any term to the
contrary contained in either of the Plans and any Award Agreement
of the Participant under either of the Plans out
