0000922475-06-000156 Sample Contracts

EQUITY COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • October 26th, 2006 • Itt Educational Services Inc • Services-educational services

The Grantee now serves the Company or a Subsidiary as either an Employee or a Non-Employee Director, and in recognition of the Grantee's valued services, the Company, through the Committee, desires to provide an opportunity for the Grantee to increase his or her stock ownership in the Company pursuant to the provisions of the 2006 ITT Educational Services, Inc. Equity Compensation Plan ("Plan").

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EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED VESTING)
Restricted Stock Unit Award Agreement • October 26th, 2006 • Itt Educational Services Inc • Services-educational services

The Grantee now serves the Company or a Subsidiary as either an Employee or a Non-Employee Director, and in recognition of the Grantee's valued services, the Company, through the Committee, desires to provide an opportunity for the Grantee to receive an award, pursuant to the provisions of the 2006 ITT Educational Services, Inc. Equity Compensation Plan ("Plan"), the value of which is based on the Company's stock, further aligning the Grantee's interests with those of the Company's stockholders.

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