EXHIBIT 99.4
RESTRICTED STOCK
AGREEMENT
LAUREATE EDUCATION, INC.
2003 STOCK INCENTIVE PLAN
This Agreement
(the “ Agreement
”) evidences the award of
restricted shares (each, an “ Award Share
,” and collectively, the “ Award Shares
”) of the Common Stock of Laureate Education, Inc., a
Maryland corporation (the “ Company
”), granted to you,
,
effective as of
,
200 (the “ Grant Date
”), pursuant to the Laureate Education, Inc. 2003 Stock
Incentive Plan (the “ Plan ”)
and conditioned upon your agreement to the terms described
below. All of the provisions of the Plan are expressly
incorporated into this Agreement.
1.
Terminology . Capitalized words used in this Agreement
not defined above are defined in the Glossary at the end of the
Agreement.
2.
Grantee’s Agreement
(a)
In consideration of the Award Shares granted to you pursuant to
this Agreement, you agree and covenant that, except as specifically
authorized by the Company or this Agreement, during the term of
your Service and for a period of two (2) years after your
Service with the Company is terminated, by you or the Company, for
any reason:
(i)
Grantee shall not, directly or indirectly, in any capacity
whatsoever anywhere in the World where the Company itself, or
through its franchisees and licenses does business, either on
his/her own behalf or on behalf of any other person or entity with
whom he may be employed or otherwise associated, compete with the
Company or interfere with the business relationships of the Company
in any of the lines of business in which the Company is engaged as
of the date of this Agreement, or may enter after the date of this
Agreement, and for which line or lines of business Grantee shall
have in the course of his employment with the Company provided
services or held duties or responsibilities.
(ii)
Grantee shall not solicit, encourage, or induce any franchisees,
customers, suppliers, vendors, or contractors of the Company, or
any prospect being actively pursued by the Company, to terminate or
adversely modify any business relationship with the Company or not
to proceed with, or enter into, any business relationship with the
Company, nor shall Grantee otherwise interfere with any business
relationship between the Company and any of its franchisees,
customers, suppliers, vendors, or contractors; and
(iii)
Grantee shall not solicit, encourage or induce any employee of the
Company to terminate his/her employment with the Company, employ
any person employed by the Company, or otherwise interfere with or
disrupt the Company’s relationship with other
employees.
(b)
You acknowledge and agree that the foregoing covenants are
reasonable and necessary for the protection of the Company’s
valid business interests and that a violation of any of the
covenants will cause immediate and irreparable injury to the
Company, for which injury there is no adequate remedy at law.
You expressly agree that in the event of the actual or threatened
breach of such covenants by you, the Company, its successors and
assigns shall be entitled to an immediate injunction by a court of
competent jurisdiction preventing and restraining such
breach. In any such action for injunctive relief, the Company
shall be entitled to recover from you the costs, including
reasonable attorney’s fees, incurred by the Company in the
action, in addition to any other relief awarded by the court.
You acknowledge that the covenant not to engage or compete in the
business of administering computer-based tests or providing
computer-based testing services or facilities may also be enforced
by Educational Testing Service of Princeton, New Jersey, and in
this regard, You acknowledge Educational Testing Service’s
standing to enforce this covenant, and waive any defense you may
have on the basis that Educational Testing Service is not a direct
party to this Agreement.
(c)
It is specifically agreed that each of the covenants set forth
above in Sections 2a(i), (ii) and (iii) is severable, and
if any of them is determined to be invalid or unenforceable for any
reason, the remaining provisions and portions of this
Section 2 shall be unaffected thereby and shall remain in full
force to the fullest extent permitted by law. If any of the
covenants is held invalid or unenforceable by reason of length of
time, area covered or activity covered, or any combination thereof,
or for any other reason, any court of competent jurisdiction shall
adjust, reduce or otherwise reform any such covenant to the extent
necessary to cure any invalidity and to protect the interests of
the Company to the fullest extent of the law so that the area, time
period and scope of activity restricted shall be the maximum area,
time period and scope of activity the court deems valid and
enforceable, and as reformed such covenant shall then be
enforced.
3.
Vesting . All of the Award Shares are nonvested and
forfeitable as of the Grant Date. So long as your Service
with the Company is continuous from the Grant Date through the
applicable date upon which vesting is scheduled to occur, 20% of
the Award Shares will vest and become nonforfeitable on each
anniversary of the Grant Date, such that 100% of the Award Shares
will be vested and nonforfeitable on the fifth anniversary of the
Grant Date. Unless otherwise determined by the Administrator,
none of the Award Shares will become vested and nonforfeitable
after your Service with the Company ceases.
4.
Termination of Employment or Service . If your Service
with the Company ceases for any reason, all Award Shares that are
not then vested and nonforfeitable will be immediately forfeited to
the Company upon such cessation for no consideration.
5.
Restrictions on Transfer .
(a)
Until an Award Share becomes vested and nonforfeitable, it may not
be assigned, transferred, pledged, hypothecated or disposed of in
any way (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process.
(b)
The Company shall not be required to (i) transfer on its books
any Award Shares that have been sold or transferred in
contravention of this Agreement or (ii) treat as the owner of
Award Shares, or otherwise accord voting, dividend or liquidation
rights to, any transferee to whom Award Shares have been
transferred in contravention of this Agreement.
6.
Stock Certificates . You are reflected as the owner of
record of the Award Shares as of the Grant Date on the
Company’s books. The Company will hold the share
certificates for safekeeping, or otherwise retain the Award Shares
in uncertificated book entry form, until the Award Shares become
vested and nonforfeitable. Until the Award Shares become
vested and nonforfeitable, any share certificates representing such
shares will include a legend to the effect that you may
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