0001140361-08-006886 Sample Contracts

Standard Form of Restricted Stock Agreement]
Restricted Stock Agreement • March 17th, 2008 • Lincoln Educational Services Corp • Services-educational services • New York

This grant of the Restricted Shares shall be subject to the terms and conditions of the Plan and this Award Agreement, including, but not limited to, the transfer restrictions set forth in Section C hereof and the cancellation provisions of Section B hereof. The Plan provides a complete description of the terms and conditions governing all Awards granted thereunder. This Award Agreement is subject to the terms and conditions of the Plan, as amended from time to time, and to such rules and regulations as the Committee may adopt under the Plan. If there is any inconsistency between the Plan and this Award Agreement, the Plan’s terms (or applicable rules and regulations of the Committee) shall control and supersede and replace any terms of this Award Agreement that conflict with the terms of the Plan.

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LINCOLN EDUCATIONAL SERVICES CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • March 17th, 2008 • Lincoln Educational Services Corp • Services-educational services • New York

Lincoln Educational Services Corporation (the “Company”) hereby grants you, _______________________ (the “Optionee”), an option (the “Option”) under the Company’s 2005 Long-Term Incentive Plan (the “Plan”) to purchase Ordinary Shares (“Shares”) of the Company. Subject to the provisions of the Plan and the Option Rules attached hereto as Exhibit A, the principal features of the Option are as follows:

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