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Exhibit
10.75
CORINTHIAN COLLEGES,
INC.
2003 PERFORMANCE AWARD
PLAN
RESTRICTED STOCK UNIT
AWARD AGREEMENT
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| Employee Name: |
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«Employee» |
| Number of Stock Units: |
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«Number_of_Stock_Units» 1 |
| Vesting
Schedule: |
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One-fourth of the Stock Units subject to the Award will vest on
each of the first four anniversary dates of Award Date 1 |
| Award
Date: |
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[
], 2007 |
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1
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All share and unit numbers are subject to adjustment, and
the Stock Units are subject to acceleration and termination prior
to vesting, as provided herein.
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THIS RESTRICTED STOCK UNIT
AWARD AGREEMENT (this “Agreement”) is by and
between CORINTHIAN COLLEGES, INC. , a Delaware corporation
(the “Corporation”), and the employee named above (the
“Participant”), an employee of the Corporation or one
of its subsidiaries, and is delivered under the Corinthian
Colleges, Inc. 2003 Performance Award Plan (the
“Plan”).
W I T N E S S E T
H
WHEREAS , the
Compensation Committee of the Board of Directors has approved, and
the Corporation has granted, effective as of the Award Date, to the
Participant with reference to services rendered to the Company, a
restricted stock unit award under the Plan (the “Stock Unit
Award” or “Award”), upon the terms and conditions
set forth herein and in the Plan.
NOW THEREFORE , in
consideration of services rendered by the Participant and the
mutual promises made herein and the mutual benefits to be derived
therefrom, the parties agree as follows:
1. Defined
Terms . Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the
Plan.
2. Grant .
Subject to the terms of this Agreement and the Plan, the
Corporation grants to the Participant a Stock Unit Award with
respect to an aggregate number of Stock Units set forth above. As
used herein, the term “Stock Unit” means a non-voting
unit of measurement which is deemed for bookkeeping purposes to be
equivalent to one outstanding share of Common Stock of the
Corporation (subject to adjustment as provided in Section 9
hereof) solely for purposes of the Award. The Stock Units shall be
used solely as a device for the determination of the payment to
eventually be made to the Participant if such Stock Units vest
pursuant to this Agreement. The Stock Units shall not be treated as
property or as a trust fund of any kind.
3. Vesting .
The Stock Units subject to the Award shall vest in installments as
set forth in the “Vesting Schedule” set forth above,
subject to earlier termination or acceleration and subject to
adjustment as provided herein.
4. Continuance of
Employment Required . Except as otherwise expressly
provided in Section 8 below, the vesting schedule applicable
to the Stock Units requires continued employment or service through
each applicable vesting date as a condition to the vesting of the
applicable installment of the award and the rights and benefits
under this Agreement. Employment or service for only a portion of
the vesting period, even if a substantial portion, will not entitle
the Participant to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination
of employment or services as provided in Section 8 below or
under the Plan.
5. Dividend and Voting
Rights .
(a) Limitations on
Rights Associated with Units . The Participant shall have
no rights as a stockholder of the Corporation, no dividend rights
(except as expressly provided in Section 5(b) hereof with
respect to Dividend Equivalents) and no voting rights with respect
to the Stock Units or any shares of Common Stock issuable in
respect of such Stock Units, until shares of Common Stock are
actually delivered to and held of record by the Participant. No
adjustments will be made for dividends or other rights of a holder
for which the record date is prior to the date of delivery of the
shares.
(b) Dividend Equivalent
Distributions . No later than sixty (60) days
following each date that the Corporation pays an ordinary cash
dividend on its outstanding Common Stock (if any ordinary cash
dividends are paid), for which the related record date occurs after
the Award Date and prior to the fourth anniversary of the Award
Date, the Corporation shall make a cash payment to the Participant
equal to, subject to the tax withholding provisions of
Section 11 hereof and Section 6.5 of the Plan, the amount
of the ordinary cash dividend paid by the Corporation on a single
share of Common Stock multiplied by the number of Stock Units
subject to this Agreement outstanding and unpaid as of such record
date (“Dividend Equivalents”).
6. Restrictions
on Transfer . Prior to the time the Stock Units are vested
and paid, neither the Stock Units comprising the Award nor any
other rights of the Participant under this Agreement or the Plan
may be transferred, except as expressly provided in
Section 1.8 of the Plan. No specific exception to the general
transfer prohibitions set forth in Section 1.8 of the Plan has
been authorized by the Administrator.
7. Timing and Manner of
Payment with Respect to Stock Units . On or as soon as
administratively practical following each vesting of the applicable
portion of the total Award pursuant to Section 3 or
Section 8 (and in all events not more than two and one-half
months after such vesting event), the Corporation shall deliver to
the Participant a number of shares of Common Stock (either by
delivering one or more certificates for such shares or by entering
such shares in book entry form, as determined by the Corporation in
its discretion) equal to the number of Stock Units subject to this
Award that vest on the applicable vesting date, unless such Stock
Units terminate prior to the given vesting date pursuant to
Section 8. The Corporation’s obligation to deliver
shares of Common Stock or otherwise make payment with respect to
vested Stock Units is subject to the condition precedent that the
Participant or other person entitled
under the Plan to receive any shares
with respect to the vested Stock Units deliver to the Corporation
any representations or other documents or assurances required
pursuant to Section 6.4 of the Plan. The Participant shall
have no further rights with respect to any Stock Units that are
paid or that terminate pursuant to Section 8.
8. Effect of
Termination of Employment or Change in Control .
(a) Termination of
Employment Generally . Except as provided in
Section 8(c), the Participant’s Stock Units shall
terminate to the extent such Stock Units have not become vested
prior to the first date the Participant is no longer employed by
the Corporation or one of its Subsidiaries and is not a member of
the Board, regardless of the reason for such termination of
employment or service, whether with or without cause, voluntarily
or involuntarily; provided, however, that if the Participant incurs
a Total Disability or dies while employed by the Corporation or a
Subsidiary or in service as a director of the Corporation, then if
the Stock Units subject to the Award are not then otherwise fully
vested, they shall become vested upon such termination of
employment. For purposes of this Agreement and notwithstanding the
definition of such term under the Plan, “ Total
Disability ” means a “total and permanent
disability” within the meaning of Section 22(e)(3) of
the Code or as otherwise determined by the
Administrator.
(b) Termination of
Stock Units . If any Stock Units are extinguished
hereunder, such unvested, extinguished Stock Units shall, without
payment of any consideration by the Corporatio
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