Exhibit 10.01


 


RESTRICTED STOCK AGREEMENT




 


LAUREATE
EDUCATION, INC.

2005 STOCK INCENTIVE PLAN


GRANTEE:                                                                      


NO. OF AWARD SHARES:                                         


 





 


This Agreement (the “Agreement”)
evidences the award of ____________ restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock
of Laureate Education, Inc., a Maryland corporation (“Laureate”),
granted to you, _______________________ (the “Grantee”),
effective as of ___________, 20__ (the “Grant Date”),
pursuant to the Laureate Education, Inc. 2005 Stock Incentive Plan (the “Plan”) and conditioned upon your
agreement to the terms described below. 
All of the provisions of the Plan are expressly incorporated into this
Agreement.  You
must return an executed copy of this Restricted Stock Agreement to the Company
within 30 days of the date hereof.  If
you fail to do so, the Award Shares will be forfeited to the Company.


WHEREAS, the Grantee is now in the employ of, or other service capacity
with, Laureate or a subsidiary or Affiliate of Laureate (Laureate, together
with all subsidiaries and Affiliates, called collectively the “Company”), and the Company desires
to have the Grantee remain in such employ or capacity and to afford the Grantee
the opportunity to acquire stock ownership in the Company so that the Grantee
may have a direct proprietary interest in the Company’s success; and


WHEREAS, in any such employment and capacity the Company agrees to
provide Grantee with confidential and proprietary information and trade secrets
in addition to that of which Grantee already has knowledge; and


WHEREAS, Laureate and its stockholders have approved the Plan pursuant
to which the Company may, from time to time, enter into stock award agreements
with certain of its Eligible Employees as therein defined;


NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby
mutually covenant and agree as follows:


1.             Terminology


Capitalized terms used in this Agreement not
otherwise defined herein shall have the meanings set forth below:


(a)                                  “Administrator”
means the Compensation Committee of the Board, or such other committee or
committees appointed by the Board to administer the Plan.











(b)                                 “Affiliate”
means any entity, whether now or hereafter existing, which controls, is
controlled by, or is under common control with, Laureate (including, but not
limited to, joint ventures, limited liability companies, and
partnerships).  For this purpose, “control” shall mean ownership of 50% or more of the total
combined voting power or value of all classes of stock or interests of the
entity.


(c)                                  “Board”
means the Board of Directors of Laureate.


(d)                                 “Change in Control”
means (i) the acquisition (other than from Laureate) in one or more transactions
by any Person, as defined below, of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of (A)
the then outstanding shares of the securities of Laureate, or (B) the combined
voting power of the then outstanding securities of Laureate entitled to vote
generally in the election of directors (the “Company
Voting Stock”); (ii) the closing of a sale or other conveyance
of all or substantially all of the assets of Laureate; or (iii) the effective
time of any merger, share exchange, consolidation, or other business
combination involving Laureate if immediately after such transaction persons
who hold a majority of the outstanding voting securities entitled to vote
generally in the election of directors of the surviving entity (or the entity
owning 100% of such surviving entity) are not persons who, immediately prior to
such transaction, held the Company Voting Stock.  For purposes of this definition, a “Person” means any individual, entity
or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act, other than employee benefit plans sponsored or maintained by Laureate and
by entities controlled by Laureate.


(e)                                  “Disability”
means the inability to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve months.  The Administrator may require such proof of
total and permanent disability as the Administrator in its sole discretion
deems appropriate and the Administrator’s good faith determination as to
whether the Grantee is totally and permanently disabled shall be final and
binding on all parties concerned.


(f)                                    “EPS” means
earnings per share of Laureate Common Stock for the applicable target fiscal
year, determined in accordance with accounting principles generally accepted in
the United States but without regard to recognition of costs resulting from share-based
payment transactions under Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payment (“FAS 123R”).


(g)                                 “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


(h)                                 “Grantee”
means the recipient of the Award Shares as reflected in the first paragraph of
this Agreement.  Whenever the word “Grantee”
is used in any provision of this Agreement under circumstances where the
provision should logically be construed, as determined by the Administrator, to
apply to the estate, personal representative, or beneficiary to whom the Award
Shares may be transferred by will or by the laws of descent and distribution,
the word “Grantee” shall be deemed to include such person.



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(i)                                     “Revenue”
means total revenue for the applicable target fiscal year as reported in the
Company’s audited Consolidated Statement of Operations included in the Form
10-K annual report for such year.


(j)                                     “Securities Act”
means the Securities Act of 1933, as amended.


(k)                                  “Service”
means the Grantee’s employment or other bona fide service relationship with the
Company.  Service will be considered to
have ceased with the Company if, after a sale, merger or other corporate
transaction, the trade, business or entity with which the Grantee is employed
is neither Laureate nor an Affiliate of Laureate.


2.             Grantee’s
Agreement


(a)                                  In consideration of the Award Shares granted
to Grantee pursuant to this Agreement, Grantee agrees and covenants that,
except as specifically authorized by the Company or this Agreement, during the
term of the Grantee’s employment and for a period of two (2) years after
Grantee’s employment with the Company is terminated, by the Grantee or the
Company, for any reason,


(i)            Grantee
shall not, regardless of the Grantee’s physical location, directly or
indirectly, in any capacity whatsoever, interfere with the business
relationships of the Company or compete or assist in competition with the
Company


(a)          in
any country in the world in which the Company itself, or through its
franchisees or licensees, does business, or in regard to which the Company had
been engaged in planning to do business prior to Grantee’s termination of
employment with the Company and


(b) in any of the lines of business in which the Company is
engaged as of the date of this Agreement, or may enter after the date of this
Agreement, and for which line or lines of business Grantee shall have in the
course of the Grantee’s employment with the Company provided services or held
duties or responsibilities.


Grantee
acknowledges that examples of such lines of business include, but are not
limited to:


·                  management
and expansion of campus-based post-secondary education;


·                  acquisition
and networking educational institutions and facilities;


·                  planning,
location and construction of satellite educational campuses;


·                  providing
distance education in vocational, academic and professional studies; and


·                  development
or offering of learning products for the training or enhancement of skills of
workers.


Grantee further acknowledges that currently the
Company conducts campus-based business in the United States, Mexico, Chile,
Brazil and numerous other countries 



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throughout the world, is also engaged in the
business of buying educational institutions from the pool of such institutions
available for acquisition throughout the world, and provides distance-learning
services throughout the world.


As used herein, competing includes providing
management, sales, marketing, development, or financial assistance to any
business effort that is aimed at offering products or services similar to those
provided by the Company or at acquiring foreign universities for
operation.  This Agreement, however, does
not prevent or limit the right of Grantee to own capital or other securities of
any corporation, the securities of which are publicly owned or regularly traded
in the over-the-counter market or on any securities exchange, provided that
Grantee does not acquire beneficial ownership of more than one percent of the
issuer’s outstanding securities of that class.


(ii)           Grantee
shall not solicit, encourage or induce any franchisee, customer, supplier,
vendor, or contractor of the Company, or any prospect being actively pursued by
the Company, to terminate or adversely modify any business relationship with
the Company, or not to proceed with, or not to enter into, any business
relationship with the Company, nor shall Grantee otherwise interfere with any
business relationship between the Company and any of its franchisees,
customers, suppliers, vendors or contractors; and


(iii)          Grantee
shall not, directly or indirectly, encourage or induce any employee of the
Company to terminate his/her employment with the Company, employ any person
employed by the Company, or otherwise interfere with or disrupt the Company’s
relationship with other employees, nor shall Grantee in any manner, by the
provision of information or otherwise, assist in any such effort by a third
party.


(b)                                 As additional consideration, both during and
after the term of this Agreement, Grantee also shall preserve and protect the
confidentiality of, and not disclose to any third party without the Company’s
consent, nor shall the Grantee use for the Grantee’s own or any third party’s
benefit, the Company’s proprietary or confidential information and trade
secrets, and all their physical forms, whether disclosed to the Grantee before
or after this Agreement is signed.  The
Company’s confidential and/or proprietary information and/or trade secrets
include, but are not limited to vendor and supplier information, pricing policies,
price points, operational methods, marketing plans and strategies, budgets and
projections, acquisition techniques, strategies, targets and planning,
financial analysis and metrics, know-how, marketing information and techniques,
construction methods and models, compilations of technical, financial, legal or
other data, research and development, ideas, designs, drawings, customer or
prospective customer names or contact information, human resource information
and other information related to customers, prices, financial matters,
staffing, accounting and management methods. 
Such information does not include matter that is known or becomes known
to the public without fault of the Grantee, except it shall include compilations
of information drawn from public sources where the compilation is not known to
the public and is of value because of the effort required for its assembly or
where the public information is combined with confidential matter or subjected
to confidential review, analysis or enhancement.  Grantee agrees that if the Grantee should
have any question concerning the extent of this obligation, the Grantee shall
clear in advance any prospective information disclosure with the Company’s
general counsel. 



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(c)                                  Grantee acknowledges that the foregoing
covenants are supplemental to any such covenants by which the Grantee is
already bound and that they do not replace such pre-existing obligations.  Further, Grantee agrees that the covenant not
to compete in Section 2(a) above is ancillary to the agreement herein
concerning confidential information and to other agreements between the
parties. 


(d)                               Grantee acknowledges and agrees that the
foregoing covenants are reasonable and necessary for the protection of the
Company’s valid business interests.  Grantee
further acknowledges that a violation of any of the covenants will cause
immediate and irreparable injury to the Company, for which injury there is no
adequate remedy at law.  Grantee
expressly agrees that in the event of the actual or threatened breach of such
covenants by the Grantee, the Company, its successors and assigns shall be
entitled to an immediate injunction by a court of competent jurisdiction
preventing and restraining such breach. 
Grantee acknowledges that the granting of such relief will not be unduly
burdensome to the Grantee or deprive the Grantee of the means to earn a
livelihood.  In the event the Grantee
breaches any of the covenants in Section 2(a) above, the two-year period shall
automatically toll from the date of the first breach, and all subsequent
breaches, until the resolution of the breach through private settlement,
judicial or other action, including all appeals.  The two-year period shall continue upon the
effective date of any such settlement, judicial, or other resolution. 


(e)                                  It is specifically agreed that each of the
covenants set forth above in Sections 2(a)(i), (ii) and (iii) and 2(b), and any
portions thereof, are severable and if any of them is determined to be invalid
or unenforceable for any reason, the remaining provisions and portions of this
Section 2 shall be unaffected thereby and shall remain in full force to the
fullest extent permitted by law.  If any
of the covenants is held invalid or unenforceable by reason of length of time,
area covered or activity covered, or any combination thereof, or for any other
reasons, any court of competent jurisdiction shall adjust, reduce or otherwise
reform any such covenant to the extent necessary to cure any invalidity and to
protect the interests of the Company to the fullest extent of the law so that
the area, time period and scope of activity restricted shall be the maximum
area, time period and scope of activity the court deems valid and enforceable,
and as reformed such covenant shall then be enforced. 


(f)                                  Grantee further agrees to advise the Company
of any and all employment, directorships or other service relationships the
Grantee undertakes for the two-year period after the Grantee terminates with
the Company and to provide any prospective employer with advance notice of the
covenants contained herein.  Grantee also
recognizes the Company’s right to advise any prospective or actual employer of
the Grantee concerning the obligations herein. 
In any action for injunctive or other relief in which the Company
enforces any of those obligations, the Company shall be entitled to recover
from Grantee the costs, including reasonable attorneys’ fees, incurred by the Company in the action, in
addition to any other relief awarded by the Court.


3.             Vesting


(a)                                  All of the Award Shares are nonvested and
forfeitable as of the Grant Date.  The
Award Shares shall become vested and nonforfeitable, if at all, in accordance
with the rules set



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forth below, provided  that the
Grantee’s Service with the Company is continuous from the Grant Date through
the applicable vesting date.


(i)            25%
of the Award Shares (each 25% increment, a “Tranche
of Shares”) will become vested and nonforfeitable on the
relevant vesting date set forth in the table below with respect to each target
fiscal year provided  that both the target EPS and the target
Revenue metrics reflected in the table are attained for such target fiscal
year.


(ii)           If
one or both of the targets are not met for a target fiscal year, the Award
Shares that would have vested had such targets been attained are rolled forward
and are eligible for vesting on the next vesting date provided that the target
EPS and target Revenue metrics for the next target fiscal year are attained.


(iii)          A
Tranche of Shares that does not become vested and nonforfeitable with respect
to its initial target fiscal year may be rolled forward to the next fiscal year
once only and will be forfeited to the Company on the vesting date of such next
fiscal year if they do not become vested and nonforfeitable on such date; provided,
however, that all Award Shares that remain unvested as of
__________ __, ____, after application of these rules and not earlier
forfeited, will be forfeited to the Company on __________ __, ____.


(iv)          For
the ____ target fiscal year, if $____ EPS and $____ Billion Revenues are
attained for such year, the Tranche of Shares otherwise scheduled to vest on
__________ __, ____, will become vested and nonforfeitable on __________ __,
____, in addition to all other Award Shares eligible to vest with respect to
the ____ target fiscal year.


(v)           Unless
otherwise determined by the Administrator, none of the Award Shares will become
vested and nonforfeitable after the Grantee’s Service with the Company ceases.


(vi)          The
Administrator, in its sole discretion, may adjust the targets specified in the
table below as it considers in good faith to be appropriate to reflect “extraordinary
items” as determined under accounting principles generally accepted in the
United States including, without limitation, the charges or costs associated
with restructurings of the Company, discontinued operations, other unusual or
nonrecurring items, and the cumulative effects of accounting changes.


[Table]


4.             Termination of Employment or
Service.  If the Grantee’s Service
with the Company ceases for any reason, all Award Shares that are not then
vested and nonforfeitable will be immediately forfeited to the Company upon
such cessation for no consideration.


5.             Restrictions on
Transfer


(a)                                  Until an Award Share becomes vested and
nonforfeitable, it may not be assigned, transferred, pledged, hypothecated or
disposed of in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process.



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(b)                                 The
Company shall not be required to (i) transfer on its books any Award
Shares that have been sold or transferred in contravention of this Agreement or
(ii) treat as the owner of Award Shares, or otherwise accord voting,
dividend or liquidation rights to, any transferee to whom Award Shares have been
transferred in contravention of this Agreement.


6.             Stock Certificates.  The Grantee is reflected as the owner of
record of the Award Shares as of the Grant Date on the Company’s books.  The Company will hold the share certificates
for safekeeping, or otherwise retain the Award Shares in uncertificated book
entry form, until the Award Shares become vested and nonforfeitable.  Until the Award Shares become vested and
nonforfeitable, any share certificates representing such shares will include a
legend to the effect that the Grantee may not sell, assign, transfer, pledge,
or hypothecate the Award Shares.  All
regular cash dividends on the Award Shares held by the Company will be paid
directly to the Grantee.  As soon as
practicable after vesting of the Award Shares, the Company will deliver a share
certificate to the Grantee, or deliver shares electronically or in certificate
form to the Grantee’s designated broker on the Grantee’s behalf, for such
vested Award Shares.


7.             Forfeiture of Award
Shares/Clawback Payment.  The Award
Shares are granted as consideration for, and contingent upon, the Grantee
agreeing to abide by the restrictive covenants set forth in Section 2 of this
Agreement (the “Restrictive  Covenants”).  The Grantee further recognizes and affirms
that the Restrictive Covenants are material and important terms of this
Agreement and it would be difficult to ascertain the damages arising from a
violation of the Restrictive Covenants. 
Accordingly, notwithstanding anything herein to the contrary, if the
Administrator or its delegate, in its sole discretion, determines in good faith
that the Grantee has engaged in any activity that contravenes the Restrictive
Covenants, the Grantee agrees that the following shall occur:


(a)                                  All outstanding, unvested Award Shares shall
be forfeited to the Company effective on the date on which such determination
is made (the “Determination Date”); and


(b)                                 With respect to all Award Shares that had
become vested and nonforfeitable prior to the Determination Date (the “Recapture Shares”), the Grantee
agrees that, within 10 days after receiving from the Company written
notification that the Administrator has determined that the Grantee has
violated the Restrictive Covenants, the Grantee will (i) to the extent that the
Grantee then owns any of the Recapture Shares, transfer such Recapture Shares
to the Company by delivering stock certificates evidencing the Recapture
Shares, together with a stock power, endorsed in blank, and such other
documents that the Administrator may reasonably request evidencing that the
Grantee owns such Recapture Shares free and clear of liens and other
encumbrance and without restriction on transfer and (ii) to the extent that the
Grantee has disposed of any of the Recapture Shares to an unrelated third party
in an arms’ length transaction, pay to the Company, in United States dollars,
an amount equal to the gross proceeds that the Grantee received upon
disposition of such Recapture Shares, along with such documentary evidence as
the Administrator may reasonably request reflecting the arms’ length nature of
the transaction and the amount of the gross proceeds.  In the event that the Grantee has disposed of
any of the Recapture Shares in other than an arms’ length transaction to an
unrelated third party, the Grantee shall pay to the Company, in United States
dollars, for each such Recapture Share so disposed of an amount equal to the
Fair Market Value per share of the Common Stock on the Determination Date.



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Nothing in this Section 7 will be construed as
prohibiting the Company from pursuing any other remedies available to it for
such breach or threatened breach, including injunctive relief or the recovery
of any damages that it may additionally prove, and all remedies will be
cumulative and not affirmative.


8.             Coordination With Other
Agreements.  To the extent that the
Grantee is a party to any agreement with the Company that contains covenants
the same as or similar to those set forth in this Agreement (hereinafter
referred to as the “Other Agreement”), the
Grantee and the Company expressly agree that any remedy available to the
Company under this Agreement is in addition to, and does not limit the
enforceability of, any remedy available to the Company under such Other
Agreement.


9.             Tax Election and
Tax Withholding


(a)                                  The Company shall have the right to deduct
from any compensation or any other payment of any kind (including withholding
the delivery of shares of Common Stock) due the Grantee the amount of any
federal, state, local or foreign taxes required by law to be withheld as a
result of the grant or vesting of the Award Shares in whole or in part;
provided, however, that the value of the shares of Common Stock withheld may
not exceed the statutory minimum withholding amount required by law.  In lieu of such deduction, the Company may
require the Grantee to make a cash payment to the Company equal to the amount
required to be withheld.  If the Grantee
does not make such payment when requested, the Company may refuse to issue any
Common Stock certificate under this Agreement until arrangements satisfactory
to the Administrator for such payment have been made.


(b)                                 The Grantee hereby acknowledges that the
Grantee has been advised by the Company to seek independent tax advice from the
Grantee’s own advisors regarding the availability and advisability of making an
election under Section 83(b) of the Internal Revenue Code of 1986, as amended,
and that any such election, if made, must be made within 30 days after the
Grant Date.  The Grantee expressly
acknowledges that the Grantee is solely responsible for filing any such Section
83(b) election with the appropriate governmental authorities, irrespective of
the fact that such election is also delivered to the Company.  The Grantee may not rely on the Company or
any of its officers, directors or employees for tax or legal advice regarding
this award.  The Grantee acknowledges
that the Grantee has sought tax and legal advice from the Grantee’s own
advisors regarding this award or has voluntarily and knowingly foregone such
consultation.


10.           Adjustments for
Corporate Transactions and Other Events


(a)                                  Stock Dividend,
Stock Split and Reverse Stock Split.  Upon a stock dividend of, or stock
split or reverse stock split affecting, the Common Stock, the number of Award
Shares and the number of such Award Shares that are nonvested and forfeitable
shall, without further action of the Administrator, be adjusted to reflect such
event.  The Administrator may make
adjustments, in its discretion, to address the treatment of fractional shares
with respect to the Award Shares as a result of the stock dividend, stock split
or reverse stock split.  Adjustments
under this Section 10 will be made by the Administrator, whose
determination as to what adjustments, if any, will be made and the extent thereof
will be final, binding and conclusive. 
No fractional Award Shares will result from any such adjustments.



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(b)                                 Binding Nature
of Agreement.  The terms
and conditions of this Agreement shall apply with equal force to any additional
and/or substitute securities received by the Grantee in exchange for, or by
virtue of the Grantee’s ownership of, the Award Shares, whether as a result of
any spin-off, stock split-up, stock dividend, stock distribution, other
reclassification of the Common Stock of the Company, or similar event, except
as otherwise determined by the Administrator. 
If the Award Shares are converted into or exchanged for, or stockholders
of the Company receive by reason of any distribution in total or partial
liquidation or pursuant to any merger of the Company or acquisition of its
assets, securities of another entity, or other property (including cash), then
the rights of the Company under this Agreement shall inure to the benefit of
the Company’s successor, and this Agreement shall apply to the securities or
other property received upon such conversion, exchange or distribution in the
same manner and to the same extent as the Award Shares.


11.           Non-Guarantee of Employment or
Service Relationship.  Nothing in the
Plan or this Agreement shall alter the Grantee’s at-will or other employment
status or other service relationship with the Company, nor be construed as a
contract of employment or service relationship between the Company and the
Grantee, or as a contractual right of the Grantee to continue in the employ of,
or in a service relationship with, the Company for any period of time, or as a
limitation of the right of the Company to discharge the Grantee at any time
with or without cause or notice and whether or not such discharge results in the
forfeiture of any Award Shares or any other adverse effect on the Grantee’s
interests under the Plan.


12.           Rights as Stockholder.  Except as otherwise provided in this
Agreement with respect to the nonvested and forfeitable Award Shares, the
Grantee is entitled to all rights of a stockholder of the Company, including
the right to vote the Award Shares and receive dividends and/or other
distributions declared on the Award Shares.


13.           The Company’s Rights.  The existence of the Award Shares shall not
affect in any way the right or power of the Company or its stockholders to make
or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Company’s capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred
or other stocks with preference ahead of or convertible into, or otherwise
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of the
Company’s assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise.


14.           Resolution of Disputes.  Any dispute or disagreement which shall arise
under, or as a result of, or pursuant to, this Agreement shall be determined by
the Administrator in its absolute and uncontrolled discretion, and any such
determination or any other determination by the Administrator under or pursuant
to this Agreement and any interpretation by the Administrator of the terms of
this Agreement, shall be final, binding and conclusive on all persons affected
thereby.


15.           Invalidity or Unenforceability.  It is the intention of the Company and the
Grantee that this Agreement shall be enforceable to the fullest extent allowed
by law.  In the event that a court having
jurisdiction holds any provision of this Agreement to be invalid or
unenforceable, in whole or in part, the Company and the Grantee agree that, if
allowed by law, that provision shall be reduced to the degree necessary to
render it valid and enforceable without affecting the rest of this Agreement.



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16.           Waiver.  No delay or omission by the Company in
exercising any right under this Agreement shall operate as a waiver of that or
any other right.  A waiver or consent
given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any
other occasion.


17.           Waiver of Right to Jury Trial and Declaratory
Judgment.  As a condition of
entering into this Agreement, the Grantee hereby waives and relinquishes any
right to jury trial or any right to a declaratory judgment the Grantee may now
or hereafter have with respect to any dispute arising out of this Agreement.


18.           Notices.  All notices and other communications made or
given pursuant to this Agreement shall be in writing and shall be sufficiently
made or given if hand delivered or mailed by certified mail, addressed to the
Grantee at the address contained in the records of the Company, or addressed to
the Administrator, care of the Company for the attention of its Corporate
Secretary at its principal executive office or, if the receiving party consents
in advance, transmitted and received via telecopy or via such other electronic
transmission mechanism as may be available to the parties.


19.           Entire Agreement.  This Agreement contains the entire agreement
between the parties with respect to the Award Shares granted hereunder.  Any oral or written agreements,
representations, warranties, written inducements, or other communications made
prior to the execution of this Agreement with respect to the Award Shares
granted hereunder shall be void and ineffective for all purposes.


20.           Amendment.  This Agreement may be amended from time to
time by the Administrator in its discretion; provided, however,
that  this Agreement may not be modified
in a manner that would have a materially adverse effect on the Award Shares as
determined in the discretion of the Administrator, except as provided in the
Plan or in a written document signed by each of the parties hereto.


21.           Conformity with Plan.  This Agreement is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan.  Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan.  In the event of any ambiguity in this
Agreement or any matters as to which this Agreement is silent, the Plan shall
govern.  A copy of the Plan is available upon request to the
Administrator.


22.           Governing Law. The parties
agree that the formation, validity, interpretation and performance of this
Agreement shall be governed and interpreted by the substantive laws of
Maryland, without reference to its rules of conflicts of law.  The Grantee also hereby consents to be
subject to personal jurisdiction of the state and federal courts located in
Maryland for any action or proceeding arising from or relating to this
Agreement.


23.           Headings.  The headings in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


24.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


{Remainder of Page Intentionally Blank; Signatures
Appear on Next Page}



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IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by its duly authorized
officer.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  LAUREATE EDUCATION, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 


 


The undersigned hereby
acknowledges that he/she has carefully read this Agreement and agrees to be
bound by all of the provisions set forth herein.


	
  WITNESS:

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date: 

  	
   

  	
   

  



 


Enclosure:   Prospectus for the
Laureate Education, Inc. 2005 Stock Incentive Plan



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STOCK POWER


 


FOR VALUE RECEIVED, the undersigned, ________________, hereby sells,
assigns and transfers unto Laureate Education, Inc., a Maryland corporation
(the “Company”), or its successor, ______________ shares of common stock, par
value $.01 per share, of the Company standing in my name on the books of the
Company, represented by Certificate No. ____________, which is attached hereto,
and hereby irrevocably constitutes and appoints
______________________________________________________ as my attorney to
transfer the said stock on the books of the Company with full power of
substitution in the premises.


	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date: 

  	
   

  	
   

  



 



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NOTICE TO RESTRICTED STOCK RECIPIENT


The purpose of this notice is to alert you to the fact that there are
potentially significant tax consequences to you arising from the grant and
vesting of your Award Shares which constitute restricted stock.


The Grantee is urged to consult with your own tax advisor as to the
availability and advisability of making an election pursuant to Section 83(b)
of the Internal Revenue Code of 1986, as amended (an “83(b) Election”).  Please note that if you choose to make an
83(b) Election, it must be filed with the Internal Revenue Service within 30
days after your Grant Date.  There are no
exceptions to this rule.


The prospectus for the Laureate Education, Inc. 2005 Stock Incentive
Plan provides a general overview of the tax treatment of restricted stock and
83(b) Elections.  Attached for your
information is some general information concerning the procedure for filing an
83(b) Election.



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INSTRUCTIONS REGARDING SECTION 83(b) ELECTIONS


1.              An 83(b) election is irrevocable.


2.              If you choose to make an 83(b) Election, an
83(b) Election Form must be filed with the Internal Revenue Service within 30
days after the date the restricted stock is granted to you; no exceptions to
this rule are made.


3.              You must provide a copy of the 83(b) Election
Form to the corporate secretary or other designated officer of Laureate
Education, Inc.  This copy should be
provided to the Company at the same time that you file your 83(b) Election Form
with the Internal Revenue Service.


4.              In addition to making the filing under Item 2
above, you must attach a copy of your 83(b) Election Form to your tax return
for the taxable year in which you received the restricted stock.


5.              If you make an 83(b) election and later
forfeit the restricted stock, you will not be entitled to a refund of the taxes
that you paid with respect to the compensation income you recognized under the
83(b) Election.


You
are urged to consult your personal tax advisor to discuss the consequences of
your grant of restricted stock and consider whether an 83(b) Election is
advisable under the circumstances.



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SECTION 83(b) ELECTION FORM


Election Pursuant to Section 83(b) of the Internal Revenue Code


 to Include
Property in Gross Income in Year of Transfer


The undersigned taxpayer hereby elects, pursuant to
Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to
include in taxpayer’s gross income or alternative minimum taxable income, as
the case may be, for the current taxable year the amount of any compensation
taxable to taxpayer in connection with taxpayer’s receipt of the property
described below and supplies the following information in accordance with the
regulations promulgated thereunder:


1.                 The
name, address, and taxpayer identification number of the undersigned are:


______________________________


______________________________


______________________________


___-__-____


2.    The
property with respect to which the election is made is _____________ shares of
Common Stock, par value $0.01 per share, of Laureate Education, Inc., a
Maryland corporation (the “Company”).


3.    The date on
which the property was transferred is ________________, the date on which the
taxpayer was issued restricted stock.


4.    The taxable
year to which this election relates is calendar year 20__.


5.    The
property is subject to restrictions in that the property is not transferable
and is subject to forfeiture in the event that the taxpayer ceases to perform
substantial services for the Company within a certain period of time and/or
certain Company-based financial performance objectives are not attained.


6.    The fair
market value at the time of transfer (determined without regard to any
restrictions other than restrictions which by their terms will never lapse) of
the property with respect to which this election is being made is $______ per
share; with a cumulative fair market value of $______.  The taxpayer paid $_______ for the property
transferred.


A copy of this statement was furnished to the Company,
for whom the taxpayer rendered the services underlying the transfer of such
property.


This election is made to the same effect, and with the
same limitations, for purposes of any applicable state statute corresponding to
Section 83(b) of the Internal Revenue Code.


The undersigned
understands that the foregoing election may not be revoked except with the
consent of the Commissioner of Internal Revenue.


Signed: 
_________________________________________________


Date:      
__________________________



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Letter for filing §83(b)
Election Form


[Date]


 


CERTIFIED MAIL


RETURN RECEIPT REQUESTED


Internal
Revenue Service Center


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (the
  Service Center to which individual income tax return is filed)

  



 


Re:       83(b) Election of
________________________________


Social Security Number:  _______________________


 


Dear Sir/Madam:


Enclosed is an election under §83(b) of the Internal Revenue Code of
1986 with respect to certain shares of stock of Laureate Education, Inc., a
Maryland corporation, that were transferred to me on ______________, 20__.


Please file this election.


Sincerely,


_________________________________


Cc:
Corporate Secretary of Laureate Education, Inc.



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