0001193125-09-033863 Sample Contracts

RESTRICTED STOCK AMENDMENT AGREEMENT
Restricted Stock Amendment Agreement • February 20th, 2009 • Career Education Corp • Services-educational services • Illinois

THIS RESTRICTED STOCK AMENDMENT AGREEMENT (the “Agreement”) dated as of February 20, 2009, is between Career Education Corporation, a Delaware corporation (the “Company”), and Gary E. McCullough, an employee of the Company (the “Participant”). Capitalized terms used but not defined herein shall have meaning given to such terms in that certain Restricted Stock Agreement dated March 7, 2007 between the Company and the Participant (the “Award Agreement”), which Award Agreement addresses the Participant’s Restricted Stock Signing Bonus Grant.

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OPTION EXTENSION AGREEMENT
Option Extension Agreement • February 20th, 2009 • Career Education Corp • Services-educational services • Illinois

THIS OPTION EXTENSION AGREEMENT (the “Agreement”) dated as of February 20, 2009, is between Career Education Corporation, a Delaware corporation (the “Company”), and Gregory L. Jackson, a non-employee director of the Company (the “Participant”). Capitalized terms used but not defined herein shall have meaning given to such terms in the Career Education Corporation 2008 Incentive Compensation Plan (the “Plan”).

OPTION EXTENSION AND AMENDMENT AGREEMENT
Option Extension and Amendment Agreement • February 20th, 2009 • Career Education Corp • Services-educational services • Illinois

THIS OPTION EXTENSION AND AMENDMENT AGREEMENT (the “Agreement”) dated as of February 20, 2009, is between Career Education Corporation, a Delaware corporation (the “Company”), and , a non-employee director of the Company (the “Participant”). Capitalized terms used but not defined herein shall have meaning given to such terms in the Career Education Corporation 2008 Incentive Compensation Plan (the “2008 Plan”).

OPTION EXTENSION AND AMENDMENT AGREEMENT
Option Extension and Amendment Agreement • February 20th, 2009 • Career Education Corp • Services-educational services • Illinois

THIS OPTION EXTENSION AND AMENDMENT AGREEMENT (the “Agreement”) dated as of February 20, 2009, is between Career Education Corporation, a Delaware corporation (the “Company”), and , a non-employee director of the Company (the “Participant”). Capitalized terms used but not defined herein shall have meaning given to such terms in the Career Education Corporation 2008 Incentive Compensation Plan (the “2008 Plan”).

OPTION AND RESTRICTED STOCK AMENDMENT AGREEMENT
Option and Restricted Stock Amendment Agreement • February 20th, 2009 • Career Education Corp • Services-educational services • Illinois

THIS OPTION AND RESTRICTED STOCK AMENDMENT AGREEMENT (the “Agreement”) dated as of February 20, 2009, is between Career Education Corporation, a Delaware corporation (the “Company”), and , an employee of the Company (the “Participant”). Capitalized terms used but not defined herein shall have meaning given to such terms in the Career Education Corporation 1998 Employee Incentive Compensation Plan (the “Plan”).

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