Common use of Plan Controlling Clause in Contracts

Plan Controlling. The terms and conditions set forth in this Agreement are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Company are binding and conclusive upon the Grantee and his or her legal representatives. The Grantee agrees to be bound by the terms and provisions of the Plan. The Company and the Grantee have executed this Agreement as of the date first above written. ________________________________ [GRANTEE SIGNATURE] Print Name: ______________________ ITT EDUCATIONAL SERVICES, INC. By: ________________________________ Print Name: _________________________ Title: _______________________________

Plan Controlling. The terms and conditions set forth in this Agreement are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Company are binding and conclusive upon the Grantee and his or her legal representatives. The Grantee agrees to be bound by the terms and provisions of the Plan. The Company and the Grantee have executed this Agreement as of the date first above written. ________________________________ [GRANTEE SIGNATURE] Print Name: ________________________________ ITT EDUCATIONAL SERVICES, INC. By: ______________________________________ Print Name: _______________________________ Title: _____________________________________ ATTACHMENT A TO RESTRICTED STOCK AWARD AGREEMENT PERFORMANCE-BASED RESTRICTIONS

Plan Controlling. The terms and conditions set forth in this Agreement are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Company are binding and conclusive upon the Grantee and his or her legal representatives. The Grantee agrees to be bound by the terms and provisions of the Plan. The Company and the Grantee have executed this Agreement as of the date first above written. ________________________________ [GRANTEE SIGNATURE] Print Name: ______________________ ITT EDUCATIONAL SERVICESINTERACTIVE INTELLIGENCE, INC. By: ________________________________ Print Name: _________________________ Title: _______________________________