Exhibit
10.03


 


NONQUALIFIED
STOCK OPTION AGREEMENT


FOR NON-EMPLOYEE
DIRECTORS


pursuant to the


LAUREATE EDUCATION, INC.


2005 STOCK
INCENTIVE PLAN




	
   

  Award Summary

   

  Optionee:

  No. of Options:

  Exercise Price per
  Option Share:

   

  






 


THIS NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS
(the “Agreement”), made this
__________ day of ___________, 20__, evidences the award of ______________
nonqualified stock options (each an “Option” or
collectively the “Options”) that have been
granted to you, _______________________ (“Optionee”),
effective as of ____________, 20__ (the “Grant Date”),
pursuant to the Laureate Education, Inc. 2005 Stock Incentive Plan (the “Plan”), subject to and conditioned
upon the Optionee’s agreement to the terms described below.  Each Option entitles the Optionee to purchase
one share of common stock, par value $0.01 per share, (“Common
Stock”) of Laureate Education, Inc., a Maryland corporation (“Laureate”), at $_____ per
share.  An executed
copy of this Agreement must be returned to Laureate within 30 days of the date
hereof.  If not, the Options will be null
and void.


WHEREAS, the Optionee is now serving as a non-employee member of the
Board of Directors of Laureate, and Laureate desires to have the Optionee
remain in such capacity and to afford the Optionee the opportunity to acquire
stockownership in Laureate so that the Optionee may have a direct proprietary
interest in Laureate’s success; and


WHEREAS, in such capacity Laureate agrees to provide Optionee with
confidential and proprietary information and trade secrets in addition to those
Optionee already has knowledge of, and


WHEREAS, Laureate and its stockholders have approved the Plan pursuant
to which Laureate may, from time to time, enter into stock option 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 are defined in the Plan, unless otherwise defined herein.  References in this Agreement to the “Company” shall mean Laureate
together with all subsidiaries and Affiliates (as defined in the Plan) of
Laureate.



 1
 






 



2.             Optionee’s Agreement


(a)                                  In consideration of the Options granted to
Optionee pursuant to this Agreement, Optionee agrees and covenants that, except
as specifically authorized by the Company or this Agreement, during the term of
his Service on the Board and for a period of two (2) years after Optionee’s
Service on the Board is terminated for any reason,


(i)            Optionee shall not, regardless of his 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 Optionee’s termination of
Service 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 Optionee shall have in the course of his Service with the
Company provided services or held duties or responsibilities.


Optionee 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.


Optionee further
acknowledges that currently the Company conducts campus-based business in the
United States, Mexico, Chile, Brazil and numerous other countries 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 Optionee 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 Optionee does not acquire beneficial
ownership of more than one percent of the issuer’s outstanding securities of
that class.


(ii)           Optionee shall not solicit, encourage or induce any
franchisee, customer, supplier, vendor, or contractor of the Company, or any
prospect being actively pursued 



 2
 






 



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 Optionee otherwise interfere with any business relationship between
the Company and any of its franchisees, customers, suppliers, vendors or
contractors; and


(iii)          Optionee 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 Optionee
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, Optionee also shall preserve and protect the
confidentiality of, and not disclose to any third party without the Company’s
consent, nor shall he use for his 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 Optionee 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 Optionee, 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. 
Optionee agrees that if he should have any question concerning the
extent of this obligation, he shall clear in advance any prospective
information disclosure with the Company’s general counsel. 


(c)                                  Optionee acknowledges that the foregoing
covenants are supplemental to any such covenants by which he is already bound
and that they do not replace such pre-existing obligations.  Further, Optionee 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)                                 Optionee acknowledges and agrees that the
foregoing covenants are reasonable and necessary for the protection of the
Company’s valid business interests. 
Optionee 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. 
Optionee expressly agrees that in the event of the actual or threatened
breach of such covenants by him, the Company, its successors and assigns shall
be entitled to an immediate injunction by a court of competent jurisdiction
preventing and restraining such breach. 
Optionee acknowledges that the granting of such relief will not be
unduly burdensome to him or deprive him of the means to earn a livelihood.  In the event the Optionee 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 



 3
 






 



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)                                    Optionee further agrees to advise the Company
of any and all employment, directorships or other service relationships he
undertakes for the two-year period after he terminates with the Company and to
provide any prospective employer with advance notice of the covenants contained
herein.  Optionee also recognizes the
Company’s right to advise any prospective or actual employer of him 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 Optionee the costs,
including reasonable attorneys’ fees, incurred
by the Company in the action, in addition to any other relief awarded by the
Court.   


3.             Grant of Options


Subject
to the terms and conditions set forth herein, the Company hereby grants to
Optionee, as of the Grant Date, Options to purchase shares of the Common Stock
of Laureate.  The number of shares of
Common Stock that may be purchased and the Exercise Price per share at which
such shares may be purchased is specified above.


4.             Exercisability of Option


(a)                                  Subject to the terms and conditions described
in this Agreement, the Options become vested and exercisable in monthly
installments as follows:


One-twelfth
of the Options become vested and exercisable on the date that is one month
after the Grant Date, and on such date each month thereafter, until fully
vested and exercisable upon the expiration of the twelve-month period
commencing on the Grant Date.


(b)                                 To the extent not exercised, installments
shall accumulate and be exercisable by the Optionee, in whole or in part, at
any time on or before the Expiration Date or the earlier termination of the
Options.


(c)                                  If Service ceases on account of the
Optionee’s death, the outstanding Options shall be fully vested and exercisable
as of the date of death.



 4
 






 



(d)                                 If Service ceases on account of the
Optionee’s Retirement (as defined below), the outstanding Options shall be
fully vested and exercisable as of the date of Retirement.  Retirement
means any of the following:


Optionee’s
age and Service total 65, with a minimum of 7 years of Service;


Optionee’s age and Service
total 75, with a minimum of 5 years of Service;


Optionee
has 10 years of Service, regardless of age.


For purposes of the
definition of “Retirement,” the term “Service” shall have the meaning set forth
in the Plan and shall include Service in all capacities as a Non-Employee
Director or employee of the Company, and a “year of Service” shall mean a 12
consecutive month period of such Service.


(e)                                  The Options may be exercised only in
multiples of whole shares of Common Stock and may not be exercised at any one
time as to fewer than one hundred (100) shares of Common Stock, unless the
number of shares of Common Stock purchased at such time is the total number of
shares of Common Stock in respect of which the Options are then exercisable.


(f)                                    In no event shall the Options be exercisable
for a fractional share.


5.             Method of Exercising Option and Payment of Exercise
Price


(a)                                  The Options, to the extent exercisable, may
be exercised at any time (the “Exercise Date”)
on or before the Expiration Date or the earlier termination of the Options,
unless otherwise provided under applicable law. 
The Options may be exercised by delivering to the Secretary of the
Company or its delegate, from time to time, notice, in such manner and form as
the Committee may require from time to time, specifying the number of shares of
Common Stock to be purchased (the “Notice”),
and either (i) cash, certified or cashier’s check, money order or other cash
equivalent acceptable to the Committee, in its discretion, to the order of
Laureate for an amount in United States dollars equal to the Exercise Price
multiplied by the number of shares of Common Stock specified in the Notice (the
“Total Exercise Price”), such payment
to be delivered with the Notice, (ii) in the discretion of the Committee,
tender (via actual delivery or attestation) to the Company of shares of Common
Stock with a Fair Market Value (determined as of the Exercise Date) equal to
the Total Exercise Price, (iii) properly executed, irrevocable instructions, in
such manner and form as the Committee may require from time to time, to
effectuate a broker-assisted cashless exercise in accordance with
Regulation T of the Board of Governors of the Federal Reserve System
through a brokerage firm approved by the Committee, (iv) any other method delivering
the Total Exercise Price as approved by the Committee, or (v) any combination
of the foregoing.  An exercise will not
be effective until the Secretary of the Company or his or her delegate receives
all of the foregoing items.  The
Committee may, in its discretion, place limitations on the extent to which
shares of Common Stock may be tendered as payment upon exercise of the Options.


(b)                                 In the event of payment of all or a portion
of the Total Exercise Price in shares of Common Stock, the Total Exercise Price
shall be delivered to the Secretary of the Company not later than the end of
the first business day after the Exercise Date and shall be made by delivery of
the necessary stock certificates, with executed stock powers 



 5
 






 



attached
and such other documents that the Secretary may reasonably request evidencing
that the Optionee owns such shares free and clear of liens and other
encumbrance and without restriction on transfer, or by attestation in such form
as the Secretary may request.  If all or
a portion of the Total Exercise Price is paid using shares of Common Stock,
then the Notice shall state an acknowledgement that payment of the Total
Exercise Price is the Optionee’s liability enforceable by the Company against
the Optionee or the Optionee’s estate.


(c)                                  As soon as practicable after the Exercise
Date, Laureate shall, subject to the receipt of the Total Exercise Price and
withholding tax, if any, issue the number of shares of Common Stock with
respect to which such Options shall be so exercised, and shall deliver a
certificate (or certificates) therefore, or deliver shares of Common Stock
electronically or in certificate form to a designated broker, for the shares
issued upon exercise of the Options.  Any
share certificates delivered will, unless the shares of Common Stock are
registered or an exemption from registration is available under applicable
federal and state law, bear a legend restricting transferability of such shares
of Common Stock.


6.             Expiration
Date


The Options shall terminate
and be of no force or effect after 5:00 p.m. Eastern Time on the last business
day coincident with or prior to the 7th anniversary of the Grant Date, unless fully
exercised or terminated earlier (the “Expiration Date”).


7.             Termination of Service


(a)                                  Termination of Unexercisable Options If the Optionee’s Service with the Company
ceases for any reason, the Options that, after giving effect to the provisions
of Section 4, are then unexercisable will terminate immediately upon such
cessation.


(b)                                 Exercise Period Following Termination of
Service If the Optionee’s
Service with the Company ceases for any reason, the Options that are then
exercisable will terminate as follows:


(i)            Termination If the Optionee’s Service ceases for
any reason other than Disability, Retirement, death or discharge for cause, the
Options shall terminate as of the ninetieth (90th)
calendar day following the date of termination or, if earlier, upon the
Expiration Date.  Provided however, that
if all or any portion of the 90-day exercise period shall be a period during
which the Optionee is prohibited from trading in the Common Stock, then such
90-day exercise period shall be extended by an amount of time equal to any such
prohibited period, but in no event beyond the Expiration Date.


(ii)           Disability If the Optionee’s Service ceases on
account of Disability (as defined below) the Options shall terminate 12 months
after the date of Disability or, if earlier, upon the Expiration Date.  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 Committee may require
such proof of total and permanent disability as the Committee in its sole
discretion deems appropriate and the Committee’s good faith determination as to
whether the Optionee is totally and permanently disabled shall be final and
binding on all parties concerned.



 6
 






 



(iii)          Retirement If the Optionee’s Service ceases on
account of the Optionee’s Retirement (as defined in Section 4), the Options
shall terminate three years after the date of Retirement or, if earlier, upon
the Expiration Date.


(iv)          Death If the Optionee’s Service ceases on account of
death or the Optionee’s death occurs during the period described in subsections
(i), (ii) or (iii) of this Section 7(b), the Options shall terminate 12 months
after the date of death or, if earlier, upon the Expiration Date.  In the event of death, the exercisable Options
may be exercised by the Optionee’s executor, personal representative or the
person(s) to whom the Options are transferred by will or the laws of descent
and distribution.


(v)           Discharge for Cause Notwithstanding anything in
this Agreement to the contrary, the Options will terminate in their entirety,
regardless of whether the Options are then exercisable, immediately upon the
Optionee’s discharge from Service by Laureate’s stockholders for cause in
accordance with the by-laws of Laureate.


(c)                                  Determinations by the Committee Any determination made by the Committee with
respect to any matter referred to in this Section 7 shall be final and
conclusive on all persons affected thereby.


8.                                       Termination of Options/Clawback Payment


The Options are granted as consideration for, and
contingent upon, the Optionee agreeing to abide by the restrictive covenants
set forth in Section 2 of this Agreement (the “Restrictive
Covenants”).  The Optionee 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 Committee or its
delegate, in its sole discretion, determines that the Optionee has engaged in
any activity that contravenes the Restrictive Covenants, the Optionee agrees
that the following shall occur:


(a)                                  The Options will terminate effective on the
date on which such determination is made, regardless of whether the Options are
vested in whole or in part, unless terminated sooner by operation of another
provision of this Agreement; and


(b)                                 With respect to all Common Stock acquired by
the Optionee through the exercise of the Options (the “Option
Shares”), the Optionee agrees that, within [10] days after
receiving from the Company written notification that the Committee has
determined, in good faith, that the Optionee has violated the Restrictive
Covenants, the Optionee will pay to the Company, in United States dollars, for
each Option Share, an amount (the “Option Gain”)
equal to the excess, if any, of (i) the Fair Market Value of the Option Share
on the respective exercise date upon which it was acquired, over (ii) the
Exercise Price paid by the Optionee to acquire the Option Share.  The Option Gain payable will be determined
without regard to any market price increase or decrease after the respective
exercise date.  In the sole discretion of
the Committee, the Optionee, in lieu of making such payment of the Option Gain
with respect to an Option Share, may return the Option Share to the
Company.  If the Committee permits such
return of Option Shares, then as soon as practicable after receipt of a stock
power, endorsed in blank, and such other documents that the Committee may
reasonably request evidencing that the Optionee owns such Option Shares free
and clear of liens and other encumbrance and without restriction on transfer,
the Company shall pay to the Optionee, without interest, for each such Option 



 7
 






 



Share returned, the lower of
(x) the Exercise Price paid by the Optionee to acquire the Option Share or (y)
the Fair Market Value of such Option Share on the date the stock power and all
other documentary evidence requested has been received by the Company.


Nothing in this Section 8 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.


9.                                       Coordination With Other Agreements


To the extent that the
Optionee 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
Optionee 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.


10.           Assignability


Except as otherwise provided
herein, these Options are not transferable otherwise than by will or the laws
of descent and distribution or to an entity, for estate planning purposes,
which is directly controlled by the Optionee and are exercisable during the
Optionee’s lifetime only by the Optionee or, during the period the Optionee is
under a legal disability, by the Optionee’s guardian or legal representative.  No assignment or transfer of these Options,
or of the rights represented thereby, whether voluntary or involuntary, by
operation of law or otherwise, except by will, the laws of descent and
distribution or except as provided above, shall vest in the assignee or transferee
any interest or right herein whatsoever, but immediately upon any attempt to
assign or transfer these Options the same shall terminate and be of no force or
effect.


11.           Non-Guarantee of Directorship


Nothing
in the Plan or this Agreement, the granting of the Options, nor any other
action taken pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that Laureate will retain you
as a member of the Board of Directors for any period of time.


12.           No Rights as a Stockholder


The Optionee shall not be
deemed for any purpose to be a stockholder of Laureate with respect to the
shares represented by these Options until these Options shall have been
exercised, payment and issue have been made as herein provided and the
Optionee’s name has been entered as a stockholder of record on the books of
Laureate.


13.           The Company’s Rights


The existence of these
Options 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 



 8
 






 



Company’s assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.


14.           Adjustments


The Committee may make
various adjustments to the Options, including adjustments to the number and
type of securities subject to the Options and the Exercise Price, in accordance
with the terms of the Plan.  In the event
of any transaction resulting in a Change in Control of Laureate, the
outstanding Options will terminate upon the effective time of such Change in
Control unless provision is made in connection with the transaction or in such
other agreement between the Optionee and Laureate, for the continuation or
assumption of such Options by, or for the substitution of the equivalent awards
of, the surviving or successor entity or a parent thereof.  In the event of such termination, the Optionee
will be permitted, immediately before the Change in Control, to exercise or
convert all portions of such Options that are then exercisable or which become
exercisable upon or prior to the effective time of the Change in Control.


15.           Preemption by Applicable Laws or Regulations


Anything in this Agreement
to the contrary notwithstanding, if, at any time specified herein for the issue
of shares of Common Stock, any law, regulation or requirements of any
governmental authority having appropriate jurisdiction shall require either the
Company or the Optionee to take any action prior to or in connection with the
shares of Common Stock then to be issued, sold or repurchased, the issue, sale
or repurchase of such shares of Common Stock shall be deferred until such
action shall have been taken.


16.           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 Committee in its absolute and uncontrolled
discretion, and any such determination or any other determination by the
Committee under or pursuant to this Agreement and any interpretation by the
Committee of the terms of this Agreement, shall be final, binding and
conclusive on all persons affected thereby.


17.                                 Invalidity or Unenforceability.


It is the intention of the
Company and the Optionee 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 Optionee
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.


18.                                 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.



 9
 






 



19.           Amendments


This Agreement may be
amended from time to time by the Committee in its discretion; provided,
however, that this Agreement may not be amended in a manner that would have a
materially adverse effect on the Options or shares of Common Stock as
determined in the discretion of the Committee, except (i) as provided in the
Plan or in a written document signed by the Optionee and the Company, or (ii)
for the purpose of promoting the objectives of the Plan and only, in such case,
if all agreements granting Options to purchase shares of Laureate’s Common
Stock pursuant to the Plan that are in effect and not wholly exercised at the
time of such amendment shall also be similarly amended with substantially the
same effect, and any amendment of this Agreement by the Committee shall, upon
adoption thereof by the Committee, become and be binding and conclusive on all
persons affected thereby without requirement for consent or other action with
respect thereto by any such person.  The
Company shall give written notice to the Optionee of any such alteration or
amendment of this Agreement by the Committee as promptly as practical after the
adoption thereof.  The foregoing shall
not restrict the ability of the Optionee and the Company by mutual consent to
alter or amend this Agreement in any manner, which is consistent with the Plan
and approved by the Committee.  The
Optionee and the Company agree that this Agreement shall be subject to any
provision necessary to assure compliance with federal and state securities
laws.


20.           Notice


Any notice which either
party hereto may be required or permitted to give to the other shall be in
writing, and may be delivered personally or by mail, postage prepaid, addressed
as follows:  to the Company at 1001 Fleet
Street, Baltimore, Maryland 21202 (Attention: 
Office of the Secretary/Legal Department), or at such other address as
the Company, by notice, may designate in writing from time to time; to
Optionee, at the address as shown on the records of the Company, or at such
other address as Optionee, by notice to the Secretary of the Company, may
designate in writing from time to time.


21.           Fractional Shares


Any fractional shares
concerning an Option shall be eliminated at the time of exercise by rounding
down for fractions of less than one-half (1/2) and rounding up for
fractions of equal to or more than one-half (1/2).  No cash settlements shall be made with
respect to fractional shares eliminated by rounding.


22.           Governing Law and Consent to Jurisdiction


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. 
Optionee 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.                                 Waiver of Right to Jury Trial and Declaratory
Judgment


As a condition of
entering into this Agreement, Optionee hereby waives and relinquishes any right
to jury trial or any right to a declaratory judgment he may now or hereafter
have with respect to any dispute arising out of this Agreement.



 10
 






 



24.           Construction


This Agreement is intended
to conform in all respects with, and is subject to all applicable provisions
of, the Plan.  Any conflict between the
terms of 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.


25.           Nonqualified Nature of Agreement


The Options are not
intended to qualify as incentive stock options within the meaning of section
422 of the Code, and this Agreement shall be so construed.  Optionee acknowledges that, upon exercise of
the Options, Optionee will recognize compensation income in an amount equal to
the excess of the then Fair Market Value of the shares of Common Stock over the
Total Exercise Price.


26.           Regulatory Compliance


No Common Stock shall be
issued hereunder until the Company has received all necessary regulatory
approvals and has taken all necessary steps to assure compliance with federal
and state securities laws or has determined to its satisfaction and the
satisfaction of its counsel that an exemption from the requirements of the
federal and applicable state securities laws are available.


27.           Incorporation of Plan


This Agreement is entered
into under the applicable provisions of the Plan, which is incorporated by
reference and made a part hereof.


{Signature page follows}



 11
 






 



IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer and its seal to be
affixed hereto, and you, as the Optionee, have hereunto set your hand and seal,
on the dates set forth below.


	
  

  	
   

  	
  LAUREATE EDUCATION, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE OPTIONEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  	
   

  
								



 



 12