Exhibit 10.5
SECOND AMENDMENT TO
THE
CAREER EDUCATION
CORPORATION
1998 NON-EMPLOYEE
DIRECTORS’ STOCK OPTION PLAN
WHEREAS , Career Education Corporation (the
“Company”) has established and maintains the Career
Education Corporation 1998 Non-Employee Directors’ Stock
Option Plan (the “Plan”), effective as of
January 28, 1998, as amended from time to time;
WHEREAS , Section 6.1 of the Plan reserves to the
Board (unless otherwise stated in this Amendment, capitalized terms
used herein shall have the meaning ascribed to such terms in the
Plan) the right to amend the Plan, except to the extent any such
amendment would impair the rights of a Participant in the Plan, in
which case, the consent of the Participant is required;
WHEREAS , the Board desires to amend the Plan to delete
Sections 6.3(b)(3) and 6.3(c) of the Plan as it may relate to all
awards outstanding thereunder; and
WHEREAS , the Board has determined that because, upon
the occurrence of a Change in Control, application of Sections
6.3(b)(3) and 6.3(c) of the Plan is at the discretion of the
Committee, an amendment to delete such sections does not impair the
rights of Participants and, therefore, consent of Participants is
not required.
NOW, THEREFORE, BE IT
RESOLVED , that, pursuant
to t
