0001193125-15-156807 Sample Contracts

April 29, 2015 Mr. Daniel M. Fitzpatrick ITT Educational Services, Inc. 13000 N. Meridian Street Carmel, Indiana 46032 Dear Mr. Fitzpatrick:
Letter Agreement • April 29th, 2015 • Itt Educational Services Inc • Services-educational services • Indiana

This letter agreement (this “Agreement”) is intended to set forth our mutual understanding and agreement regarding your resignation as Executive Vice President and Chief Financial Officer of ITT Educational Services, Inc. (collectively with its subsidiaries, affiliates, successors and assigns, the “Company”) and the transition of your responsibilities in connection with such employment separation.

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Re: Amendment to Letter Agreement
Letter Agreement • April 29th, 2015 • Itt Educational Services Inc • Services-educational services

Reference is made to that certain letter agreement (the “Letter Agreement”) dated as of August 4, 2014, between you and ITT Educational Services, Inc. (the “Company”). You and the Company hereby agree to extend the Applicable Period (as defined and used in the Letter Agreement) to and including May 29, 2015. Other than such amendment, all other terms and conditions of the Letter Agreement remain in full force and effect without modification.

ITT EDUCATIONAL SERVICES, INC. Amendment to Equity Award Agreements
Equity Award Agreements • April 29th, 2015 • Itt Educational Services Inc • Services-educational services

This Amendment to Equity Award Agreements (this “Amendment”), effective as of April 29, 2015, is by and between ITT Educational Services, Inc. (the “Company”) and Daniel M. Fitzpatrick (“Grantee”).

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