Exhibit 10.1
    

    
      

      

      

      

      

      

      

      

      

      


    

    



    

    

    
      STRAYER EDUCATION, INC.
    

    
      2015 EQUITY COMPENSATION PLAN
    

    

    

    



    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      TABLE OF CONTENTS
    

    

    


    	

        	

        	
          Page
        
	
          1.
        	
          PURPOSE
        	
          A-1
        
	
          2.
        	
          DEFINITIONS
        	
          A-1
        
	
          3.
        	
          ADMINISTRATION OF THE PLAN
        	
          A-5
        
	

        	
          3.1.
        	
          Committee.
        	
          A-5
        
	

        	

        	
          3.1.1.
        	
          Powers and Authorities.
        	
          
            A-5
          

        
	

        	

        	
          3.1.2.
        	
          Composition of the Committee.
        	
          
            A-6
          

        
	

        	

        	
          3.1.3.
        	
          Other Committees.
        	
          
            A-6
          

        
	

        	

        	
          3.1.4.
        	
          Delegation by Committee.
        	
          
            A-6
          

        
	

        	
          3.2.
        	
          Board.
        	
          A-6
        
	

        	
          3.3.
        	
          Terms of Awards.
        	
          A-6
        
	

        	
          3.4.
        	
          Forfeiture; Recoupment.
        	
          A-7
        
	

        	
          3.5.
        	
          No Repricing.
        	
          A-7
        
	

        	
          3.6.
        	
          Deferral Arrangement.
        	
          A-8
        
	

        	
          3.7.
        	
          No Liability.
        	
          A-8
        
	

        	
          3.8.
        	
          Stock Issuance/Book-Entry.
        	
          A-8
        
	
          4.
        	
          STOCK SUBJECT TO THE PLAN
        	
          A-8
        
	

        	
          4.1.
        	
          Number of Shares of Stock Reserved for Awards.
        	
          A-8
        
	

        	
          4.2.
        	
          Adjustments in Authorized Shares of Stock.
        	
          A-8
        
	

        	
          4.3.
        	
          Share Usage.
        	
          A-9
        
	
          5.
        	
          TERM; AMENDMENT, SUSPENSION, AND TERMINATION
        	
          A-9
        
	

        	
          5.1.
        	
          Term.
        	
          A-9
        
	

        	
          5.2.
        	
          Amendment, Suspension, and Termination of the Plan.
        	
          A-9
        
	
          6.
        	
          AWARD ELIGIBILITY AND LIMITATIONS
        	
          A-9
        
	

        	
          6.1.
        	
          Service Providers and Other Persons.
        	
          A-9
        
	

        	
          6.2.
        	
          Limitation on Shares of Stock Subject to Awards and Cash Awards.
        	
          A-10
        
	

        	
          6.3.
        	
          Stand-Alone, Additional, Tandem and Substitute Awards.
        	
          A-10
        
	
          7.
        	
          AWARD AGREEMENT
        	
          A-10
        
	
          8.
        	
          TERMS AND CONDITIONS OF OPTIONS
        	
          A-10
        
	

        	
          8.1.
        	
          Option Price.
        	
          A-10
        
	

        	
          8.2.
        	
          Vesting and Exercisability.
        	
          A-11
        
	

        	
          8.3.
        	
          Term.
        	
          A-11
        
	

        	
          8.4.
        	
          Termination of Service.
        	
          A-11
        
	

        	
          8.5.
        	
          Limitations on Exercise of Option.
        	
          A-11
        
	

        	
          8.6.
        	
          Method of Exercise.
        	
          A-11
        
	

        	
          8.7.
        	
          Rights of Holders of Options.
        	
          A-12
        
	

        	
          8.8.
        	
          Delivery of Stock.
        	
          A-12
        
	

        	
          8.9.
        	
          Transferability of Options.
        	
          A-12
        
	

        	
          8.10.
        	
          Family Transfers.
        	
          A-12
        
	

        	
          8.11.
        	
          Limitations on Incentive Stock Options.
        	
          A-12
        
	

        	
          8.12.
        	
          Notice of Disqualifying Disposition.
        	
          A-12
        
	
          9.
        	
          TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
        	
          A-13
        
	

        	
          9.1.
        	
          Right to Payment and Grant Price.
        	
          A-13
        
	

        	
          9.2.
        	
          Other Terms.
        	
          A-13
        


    

    
      
        

        

      

      
        
          A-i
        

        
          


        

      

      
        

        

      

    

    

    


    	

        	
          9.3.
        	
          Term.
        	
          A-13
        
	

        	
          9.4.
        	
          Rights of Holders of SARs.
        	
          A-13
        
	

        	
          9.5.
        	
          Transferability of SARs.
        	
          A-13
        
	

        	
          9.6.
        	
          Family Transfers.
        	
          A-13
        
	
          10.
        	
          TERMS AND CONDITIONS OF RESTRICTED STOCK, STOCK UNITS, AND DEFERRED
          STOCK UNITS
        	
          A-14
        
	

        	
          10.1.
        	
          Grant of Restricted Stock, Stock Units, or Deferred Stock Units.
        	
          A-14
        
	

        	
          10.2.
        	
          Restrictions.
        	
          A-14
        
	

        	
          10.3.
        	
          Registration; Restricted Stock Certificates.
        	
          A-14
        
	

        	
          10.4.
        	
          Rights of Holders of Restricted Stock.
        	
          A-14
        
	

        	
          10.5.
        	
          Rights of Holders of Stock Units and Deferred Stock Units.
        	
          A-15
        
	

        	

        	
          10.5.1.
        	
          Voting and Dividend Rights.
        	
          A-15
        
	

        	

        	
          10.5.2.
        	
          Creditor’s Rights.
        	
          A-15
        
	

        	
          10.6.
        	
          Termination of Service.
        	
          A-15
        
	

        	
          10.7.
        	
          Purchase of Restricted Stock and Shares of Stock Subject to Stock
          Units and Deferred Stock Units.
        	
          A-15
        
	

        	
          10.8.
        	
          Delivery of Shares of Stock.
        	
          A-16
        
	
          11.
        	
          TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER
          EQUITY-BASED AWARDS
        	
          A-16
        
	

        	
          11.1.
        	
          Unrestricted Stock.
        	
          A-16
        
	

        	
          11.2.
        	
          Other Equity-Based Awards.
        	
          A-16
        
	
          12.
        	
          FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK
        	
          A-16
        
	

        	
          12.1.
        	
          General Rule.
        	
          A-16
        
	

        	
          12.2.
        	
          Surrender of Shares of Stock.
        	
          A-16
        
	

        	
          12.3.
        	
          Cashless Exercise.
        	
          A-16
        
	

        	
          12.4.
        	
          Other Forms of Payment.
        	
          A-17
        
	
          13.
        	
          TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS
        	
          A-17
        
	

        	
          13.1.
        	
          Dividend Equivalent Rights.
        	
          A-17
        
	

        	
          13.2.
        	
          Termination of Service.
        	
          A-17
        
	
          14.
        	
          TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL CASH PROFIT
          SHARES
        	
          A-17
        
	

        	
          14.1.
        	
          Grant of Performance Awards and Annual Cash Profit Shares.
        	
          A-17
        
	

        	
          14.2.
        	
          Value of Performance Awards and Annual Cash Profit Shares.
        	
          A-17
        
	

        	
          14.3.
        	
          Earning of Performance Awards and Annual Cash Profit Shares.
        	
          A-17
        
	

        	
          14.4.
        	
          Form and Timing of Payment of Performance Awards and Annual Cash
          Profit Shares.
        	
          A-18
        
	

        	
          14.5.
        	
          Performance Conditions.
        	
          A-18
        
	

        	
          14.6.
        	
          Performance Awards or Annual Cash Profit Shares Granted to Designated
Covered
          Employees.
        	
          A-18
        
	

        	

        	
          14.6.1.
        	
          Performance Goals Generally.
        	
          A-18
        
	

        	

        	
          14.6.2.
        	
          Timing For Establishing Performance Goals.
        	
          A-18
        
	

        	

        	
          14.6.3.
        	
          Settlement of Awards; Other Terms.
        	
          A-18
        
	

        	

        	
          14.6.4.
        	
          Performance Measures.
        	
          A-19
        
	

        	

        	
          14.6.5.
        	
          Evaluation of Performance.
        	
          A-21
        
	

        	

        	
          14.6.6.
        	
          Adjustment of Performance-Based Compensation.
        	
          A-21
        
	

        	

        	
          14.6.7.
        	
          Committee Discretion.
        	
          A-21
        
	

        	
          14.7.
        	
          Status of Awards Under Code Section 162(m).
        	
          A-21
        


    

    
      
        

        

      

      
        
          A-ii
        

        
          


        

      

      
        

        

      

    

    

    


    	
          15.
        	
          PARACHUTE LIMITATIONS
        	
          A-21
        
	
          16.
        	
          REQUIREMENTS OF LAW
        	
          A-22
        
	

        	
          16.1.
        	
          General.
        	
          A-22
        
	

        	
          16.2.
        	
          Rule 16b-3.
        	
          A-22
        
	
          17.
        	
          EFFECT OF CHANGES IN CAPITALIZATION
        	
          A-23
        
	

        	
          17.1.
        	
          Changes in Stock.
        	
          A-23
        
	

        	
          17.2.
        	
          Reorganization in Which the Company Is the Surviving Entity Which
          Does not Constitute a Change in Control.
        	
          A-23
        
	

        	
          17.3.
        	
          Change in Control in which Awards are not Assumed.
        	
          A-23
        
	

        	
          17.4.
        	
          Change in Control in which Awards are Assumed.
        	
          A-24
        
	

        	
          17.5.
        	
          Adjustments
        	
          A-25
        
	

        	
          17.6.
        	
          No Limitations on Company.
        	
          A-25
        
	
          18.
        	
          GENERAL PROVISIONS
        	
          A-25
        
	

        	
          18.1.
        	
          Disclaimer of Rights.
        	
          A-25
        
	

        	
          18.2.
        	
          Nonexclusivity of the Plan.
        	
          A-25
        
	

        	
          18.3.
        	
          Withholding Taxes.
        	
          A-25
        
	

        	
          18.4.
        	
          Captions.
        	
          A-26
        
	

        	
          18.5.
        	
          Other Provisions.
        	
          A-26
        
	

        	
          18.6.
        	
          Number and Gender.
        	
          A-26
        
	

        	
          18.7.
        	
          Severability.
        	
          A-26
        
	

        	
          18.8.
        	
          Governing Law
        	
          A-26
        
	

        	
          18.9.
        	
          Section 409A of the Code.
        	
          A-26
        


    

    
      
        

        

      

      
        
          A-iii
        

        
          


        

      

      
        

        

      

    

    

    

    
      STRAYER EDUCATION, INC.
    

    
      2015 EQUITY COMPENSATION PLAN
    

    
      Strayer Education, Inc., a Maryland corporation (the “ Company
      ”), sets forth herein the terms of its 2015 Equity Compensation Plan
      (the “Plan”), as follows:
    

    
      1.        PURPOSE
    

    
      This Plan is intended to (i) provide incentive to eligible persons to
      stimulate their efforts toward the success of the Company and to operate
      and manage its business in a manner that will provide for the long-term
      growth and profitability of the Company and that will benefit the
      shareholders and other important stakeholders of the Company, including
      its employees and customers; and (ii) provide a means of recruiting,
      rewarding and retaining key personnel. To this end, the Plan provides
      for the grant of Options, Stock Appreciation Rights, Restricted Stock,
      Unrestricted Stock, Stock Units (including Deferred Stock Units),
      Dividend Equivalent Rights, Other Equity-based Awards, and cash bonus
      awards. Any of these Awards may, but need not, be made as performance
      incentives to reward attainment of annual or long-term performance goals
      in accordance with the terms of the Plan. Options granted under the Plan
      may be Non-qualified Stock Options or Incentive Stock Options, as
      provided herein.
    

    
      The Plan is an amendment and restatement of the Prior Plan. Awards
      granted under the Prior Plan prior to the Amendment Date will be subject
      to the terms of the Plan, except to the extent that the terms of the
      Plan are inconsistent with the terms of such awards.
    

    
      2.        DEFINITIONS
    

    
      For purposes of interpreting the Plan and related documents (including
      Award Agreements), the following capitalized terms shall have the
      meanings specified below, unless the context clearly indicates otherwise:
    

    
      2.1       “Affiliate” means,
      with respect to the Company, or other entity, that controls, is
      controlled by, or is under common control with the Company within the
      meaning of Rule 405 of Regulation C under the Securities Act, including,
      without limitation, any Subsidiary. For purposes of granting Options or
      Stock Appreciation Rights, an entity may not be considered an Affiliate
      of the Company unless the Company holds a Controlling Interest in such
      entity.
    

    
      2.2       “Amendment Date”
      means May 5, 2015, subject to approval of the Plan by the Company’s
      shareholders on such date, the Plan having been approved by the Board on
      February 4, 2015.
    

    
      2.3       “Annual Cash Profit Share”
      means an Award, denominated in cash, made subject to attainment of
      performance goals (as described in Section 14 ) over a
      Performance Period of up to one (1) year (the Company’s fiscal year,
      unless otherwise specified by the Board or the Committee).
    

    
      2.4       “Applicable Laws”
      means the legal requirements relating to the Plan and the Awards under
      (i) applicable provisions of the Code, the Securities Act, the Exchange
      Act, any rules or regulations thereunder, and any other laws, rules,
      regulations, and government orders of any jurisdiction applicable to the
      Company or its Affiliates, (ii) applicable provisions of the corporate,
      securities, tax and other laws, rules, regulations and government
      orders, and the rules of any applicable stock exchange or national
      market system, of any jurisdiction applicable to Awards granted to
      residents therein, and (iii) the rules of any Stock Exchange or
      Securities Market on which the Stock is listed or publicly traded.
    

    
      2.5       “Award” means a
      grant under the Plan of an Option, Stock Appreciation Right, Restricted
      Stock, Deferred Stock Unit, Unrestricted Stock, Stock Unit, Dividend
      Equivalent Right, Performance Award, Annual Cash Profit Share, Other
      Equity-Based Award, or cash.
    

    
      2.6       “Award Agreement”
      means the written agreement, in such written, electronic, or other form
      as determined by the Committee, between the Company and a Grantee that
      evidences and sets forth the terms and conditions of an Award.
    

    
      2.7       “Board” means the
      Board of Directors of the Company.
    

    
      A-1
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      2.8       “Cause” means,
      with respect to any Grantee, as determined by the Committee and unless
      otherwise provided in an applicable agreement between such Grantee and
      the Company or an Affiliate, (i) gross negligence or willful misconduct
      in connection with the performance of duties; (ii) conviction of, or
      pleading guilty or nolo contendere to, a criminal offense (other
      than minor traffic offenses); or (iii) material breach of any term of
      any employment, consulting or other services, confidentiality,
      intellectual property or non-competition agreements, if any, between the
      Service Provider and the Company or an Affiliate.
    

    
      2.9       “ Change in Control
      ” means (i) the dissolution or liquidation of the Company or a merger,
      consolidation, or reorganization of the Company with one or more other
      entities in which the Company is not the surviving entity, (ii) a sale
      of substantially all of the assets of the Company to another person or
      entity, or (iii) any transaction (including without limitation a merger
      or reorganization in which the Company is the surviving entity) which
      results in any person or entity owning 50% or more of the combined
      voting power of all classes of stock of the Company.
    

    
      2.10     “Code” means the Internal
      Revenue Code of 1986, as amended, as now in effect or as hereafter
      amended, and any successor thereto. References in the Plan to any Code
      Sections shall be deemed to include, as applicable, regulations and
      guidance promulgated under such Code Section.
    

    
      2.11     “Committee” means a committee
      of, and designated from time to time by resolution of, the Board, which
      shall be constituted as provided in Section 3.1 (or, if no
      Committee has been so designated, the Board itself).
    

    
      2.12     “Company” means Strayer
      Education, Inc., a Maryland corporation, and any successor thereto.
    

    
      2.13     “Controlling Interest” shall
      have the meaning set forth in Treasury Regulation Section
      1.414(c)-2(b)(2)(i); provided that (i) except as specified in clause
      (ii) below, an interest of “at least 50 percent” shall be used instead
      of an interest of “at least 80 percent” in each case where “at least 80
      percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i) and
      (ii) where a grant of Options or Stock Appreciation Rights is based upon
      a legitimate business criterion, an interest of “at least 20 percent”
      shall be used instead of an interest of “at least 80 percent” in each
      case where “at least 80 percent” appears in Treasury Regulation Section
      1.414(c)-2(b)(2)(i).
    

    
      2.14     “Covered Employee” means a
      Grantee who is, or could become, a “covered employee” within the meaning
      of Code Section 162(m)(3).
    

    
      2.15     “Deferred Stock Unit” means a
      Stock Unit, the terms of which provide for delivery of the underlying
      shares of Stock, cash, or a combination thereof subsequent to the date
      of vesting, at a time or times consistent with the requirements of Code
      Section 409A.
    

    
      2.16     “Determination Date” means
      the Grant Date or such other date as of which the Fair Market Value of a
      share of Stock is required to be established for purposes of the Plan.
    

    
      2.17     “Disability” means, with
      respect to rules regarding expiration of an Incentive Stock Option
      following termination of the Grantee’s Service, the Grantee is unable to
      engage in any substantial gainful activity by reason of a 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 (12) months.
    

    
      2.18     “Dividend Equivalent Right”
      means a right, granted to a Grantee pursuant to Section 13 ,
      entitling the Grantee thereof to receive, or to receive credits for the
      future payments of, cash, Stock, other Awards, or other property equal
      in value to dividend payments or distributions, or other periodic
      payments, declared or paid with respect to a number of shares of Stock
      specified in such Dividend Equivalent Right (or other Award to which
      such Dividend Equivalent Right relates) as if such shares of Stock had
      been issued to and held by the Grantee as of the record date.
    

    
      2.19     “Employee” means, as of any
      date of determination, an employee (including an officer) of the Company
      or an Affiliate.
    

    
      2.20     “Exchange Act” means the
      Securities Exchange Act of 1934, as amended, as now in effect or as
      hereafter amended, and any successor thereto.
    

    
      2.21     “Fair Market Value” means the
      fair market value of a share of Stock for purposes of the Plan, which
      shall be, as of any Determination Date:
    

    
      A-2
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (i)      If on such Determination Date the shares of Stock are listed on
      a Stock Exchange or are publicly traded on another Securities Market,
      the Fair Market Value of a share of Stock shall be the closing price of
      a share of Stock as reported on such Stock Exchange or such Securities
      Market ( provided that, if there is more than one such Stock
      Exchange or Securities Market, the Committee shall designate the
      appropriate Stock Exchange or Securities Market for purposes of the Fair
      Market Value determination). If there is no such reported closing price
      on such Determination Date, the Fair Market Value of a share of Stock
      shall be the closing price of a share of Stock on the last preceding day
      on which any sale of Stock shall have been reported on such Stock
      Exchange or such Securities Market.
    

    
      (ii)     If on such Determination Date the shares of Stock are not
      listed on a Stock Exchange or publicly traded on a Securities Market,
      the Fair Market Value of a share of Stock shall be the value of a share
      of Stock as determined by the Committee by the reasonable application of
      a reasonable valuation method, in a manner consistent with Code
      Section 409A.
    

    
      Notwithstanding this Section 2.21 or Section 18.3 , for
      purposes of determining taxable income and the amount of the related tax
      withholding obligation pursuant to Section 18.3 , the Fair
      Market Value will be determined by the Committee in good faith using any
      reasonable method as it deems appropriate, to be applied consistently
      with respect to Grantees; provided , further , that the
      Committee shall determine the Fair Market Value of shares of Stock for
      tax withholding obligations due in connection with sales, by or on
      behalf of a Grantee, of such shares of Stock subject to an Award to pay
      the Option Price, SAR Price, and/or any tax withholding obligation on
      the same date on which such shares may first be sold pursuant to the
      terms of the applicable Award Agreement (including broker-assisted
      cashless exercises of Options and Stock Appreciation Rights and
      sell-to-cover transactions) in any manner consistent with applicable
      provisions of the Code, including, without limitation, using the sale
      price of such shares on such date (or if sales of such shares are
      effectuated at more than one sale price, the weighted average sale price
      of such shares on such date) as the Fair Market Value of such shares, so
      long as such Grantee has provided the Company, or its designee or agent,
      with advance written notice of such sale.
    

    
      2.22     “Family Member” means, with
      respect to a Grantee as of any date of determination, (i) a person who
      is a spouse, former spouse, child, stepchild, grandchild, parent,
      stepparent, grandparent, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother, sister, brother-in-law, or
      sister-in-law, including adoptive relationships, of such Grantee; (ii)
      any person sharing such Grantee’s household (other than a tenant or
      employee); (iii) a trust in which any one or more of the persons
      specified in clauses (i) and (ii) of this Section 2.22 (and such
      Grantee) own more than fifty percent (50%) of the beneficial interest;
      (iv) a foundation in which any one or more of the persons specified in
      clauses (i) and (ii) of this Section 2.22 (and such Grantee)
      control the management of assets; and (v) any other entity in which one
      or more of these persons (or the Grantee) own more than fifty percent
      (50%) of the voting interests.
    

    
      2.23     “Grant Date” means, as
      determined by the Committee, the latest to occur of (i) the date as of
      which the Committee approves the Award, (ii) the date on which the
      recipient of an Award first becomes eligible to receive an Award under Section 6
      , or (iii) such other subsequent date specified by the Committee in the
      corporate action approving the Award.
    

    
      2.24     “Grantee” means a person who
      receives or holds an Award under the Plan.
    

    
      2.25     “Incentive Stock Option”
      means an “incentive stock option” within the meaning of Code Section
      422, or the corresponding provision of any subsequently enacted tax
      statute, as amended from time to time.
    

    
      2.26     “Non-Employee Director” shall
      have the meaning set forth in Rule 16b-3 under the Exchange Act.
    

    
      2.27     “Non-qualified Stock Option”
      means an Option that is not an Incentive Stock Option.
    

    
      2.28     “Officer” shall have the
      meaning set forth in Rule 16a-1(f) under the Exchange Act.
    

    
      2.29     “Option” means an option to
      purchase one or more shares of Stock at a specified Option Price awarded
      to a Grantee pursuant to Section 8 .
    

    
      2.30     “Option Price” means the per
      share exercise price for shares of Stock subject to an Option.
    

    
      2.31     “Other Equity-Based Award”
      means an Award representing a right or other interest that may be
      denominated or payable in, valued in whole or in part by reference to,
      or otherwise based on, or related to, Stock, other than an Option, Stock
      Appreciation Right, Restricted Stock, Deferred Stock Unit, Unrestricted
      Stock, Stock Unit, Dividend Equivalent Right, Performance Award, or
      Annual Cash Profit Share.
    

    
      A-3
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      2.32     “Outside Director” shall have
      the meaning set forth in Code Section 162(m).
    

    
      2.33     “Performance Award” means an
      Award made subject to the attainment of performance goals (as described
      in Section 14 ) over a Performance Period specified by the
      Committee.
    

    
      2.34     “Performance-Based Compensation”
      means compensation under an Award that is intended to satisfy the
      requirements of Code Section 162(m) for Qualified Performance-Based
      Compensation paid to Covered Employees. Notwithstanding the foregoing,
      nothing in this Plan shall be construed to mean that an Award which does
      not satisfy the requirements for Qualified Performance-Based
      Compensation does not constitute performance-based compensation for
      other purposes, including the purposes of Code Section 409A.
    

    
      2.35     “Performance Measures” means
      measures as described in Section 14 on which the performance
      goal or goals under Performance Awards are based and which are approved
      by the Company’s shareholders pursuant to, and to the extent required
      by, the Plan in order to qualify such Performance Awards as
      Performance-Based Compensation.
    

    
      2.36     “Performance Period” means
      the period of time, of up to ten (10) years, during or over which the
      performance goals under Performance Awards must be met in order to
      determine the degree of payout and/or vesting with respect to any such
      Performance Award.
    

    
      2.37     “Plan” means this Strayer
      Education, Inc. 2015 Equity Compensation Plan, as amended from time to
      time.
    

    
      2.38     “Prior Plan” means the
      Strayer Education, Inc. 2011 Equity Compensation Plan, as amended.
    

    
      2.39     “Purchase Price” means the
      purchase price for each share of Stock pursuant to a grant of Restricted
      Stock, Stock Units, or Unrestricted Stock.
    

    
      2.40     “Qualified Performance-Based Compensation”
      shall have the meaning set forth in Code Section 162(m).
    

    
      2.41     “Reporting Person” means a
      person who is required to file reports under Section 16(a) of the
      Exchange Act, or any successor provision.
    

    
      2.42     “Restricted Period” shall
      have the meaning set forth in Section 10.2 .
    

    
      2.43     “Restricted Stock” means
      shares of Stock awarded to a Grantee pursuant to Section 10 .
    

    
      2.44     “SAR Price” means the per
      share exercise price of a SAR.
    

    
      2.45     “Securities Act” means the
      Securities Act of 1933, as amended, as now in effect or as hereafter
      amended, and any successor thereto.
    

    
      2.46     “Securities Market” means an
      established national or regional securities market.
    

    
      2.47     “Separation from Service”
      shall have the meaning set forth in Code Section 409A.
    

    
      2.48     “Service” means service of a
      Grantee as a Service Provider to the Company or any Affiliate. Unless
      otherwise provided in the applicable Award Agreement, a Grantee’s change
      in position or duties with the Company or any Affiliate shall not result
      in interrupted or terminated Service, so long as the Grantee continues
      to be a Service Provider to the Company or any Affiliate. If the Service
      Provider’s employment or other service relationship is with an Affiliate
      and that entity ceases to be an Affiliate, a termination of Service
      shall be deemed to have occurred when the entity ceases to be an
      Affiliate unless the Service Provider transfers his or her employment or
      other service relationship to the Company or its remaining Affiliates.
      Any determination by the Committee whether a termination of Service
      shall have occurred for purposes of the Plan shall be final, binding and
      conclusive.
    

    
      2.49     “Service Provider” means (i)
      an employee, officer, or director of the Company or an Affiliate, or
      (ii) a consultant or adviser to the Company or an Affiliate (1) who is a
      natural person, (ii) who is currently providing bona fide services to
      the Company or an Affiliate, and (iii) whose services are not in
      connection with the Company’s sale of securities in a capital-raising
      transaction and do not directly or indirectly promote or maintain a
      market for the Company’s Stock.
    

    
      2.50     “Service Recipient Stock”
      shall have the meaning set forth in Code Section 409A.
    

    
      2.51     “Share Limit” shall have the
      meaning set forth in Section 4.1 .
    

    
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      2.52     “Short-Term Deferral Period”
      shall have the meaning set forth in Code Section 409A.
    

    
      2.53     “Stock” means the common
      stock, par value $0.01 per share, of the Company, or any security into
      which shares of Stock may be changed or for which shares of Stock may be
      exchanged as provided in Section 17.1 .
    

    
      2.54     “Stock Appreciation Right” or “SAR”
      means a right granted to a Grantee pursuant to Section 9 .
    

    
      2.55     “Stock Exchange” means the
      New York Stock Exchange, the NASDAQ Stock Market, or another established
      national or regional stock exchange.
    

    
      2.56     “Stock Unit” means a
      bookkeeping entry representing the equivalent of one share of Stock
      awarded to a Grantee pursuant to Section 10 that may be
      settled, subject to the terms and conditions of the applicable Award
      Agreement, in shares of Stock, cash, or a combination thereof.
    

    
      2.57     “Subsidiary” means any
      corporation (other than the Company) or non-corporate entity with
      respect to which the Company owns, directly or indirectly, fifty percent
      (50%)   or more of the total combined voting power of all classes of
      stock. In addition, any other entity may be designated by the Committee
      as a Subsidiary, provided that (i) such entity could be considered as a
      subsidiary according to generally accepted accounting principles in the
      United States of America and (ii) in the case of an Award of Options or
      Stock Appreciation Rights, such Award would be considered to be granted
      in respect of Service Recipient Stock under Code Section 409A.
    

    
      2.58     “Substitute Award” means an
      Award granted upon assumption of, or in substitution for, outstanding
      awards previously granted under a compensatory plan of the Company, an
      Affiliate, or other business entity acquired or to be acquired by the
      Company or an Affiliate or with which the Company or an Affiliate has
      combined or will combine.
    

    
      2.59     “Ten Percent Shareholder”
      means a natural person who owns more than ten percent (10%) of the total
      combined voting power of all classes of outstanding voting securities of
      the Company, the Company’s parent (if any), or any of the Company’s
      Subsidiaries. In determining stock ownership, the attribution rules of
      Code Section 424(d) shall be applied.
    

    
      2.60     “Unrestricted Stock” means
      Stock that is free of any restrictions granted pursuant to Section 11
      .
    

    
      3.        ADMINISTRATION OF THE PLAN
    

    
      3.1.      Committee.
    

    
      3.1.1.      Powers and Authorities.
    

    
      The Committee shall administer the Plan and shall have such powers and
      authorities related to the administration of the Plan as are consistent
      with the Company’s certificate of incorporation and bylaws and
      Applicable Laws. Without limiting the generality of the foregoing, the
      Committee shall have full power and authority to take all actions and to
      make all determinations required or provided for under the Plan, any
      Award, or any Award Agreement and shall have full power and authority to
      take all such other actions and to make all such other determinations
      not inconsistent with the specific terms and provisions of the Plan
      which the Committee deems to be necessary or appropriate to the
      administration of the Plan, any Award, or any Award Agreement. All such
      actions and determinations shall be made by (i) the affirmative vote of
      a majority of the members of the Committee present at a meeting at which
      a quorum is present, or (ii) the unanimous consent of the members of the
      Committee executed in writing or evidenced by electronic transmission in
      accordance with the Company’s certificate of incorporation and bylaws
      and Applicable Laws. Unless otherwise expressly determined by the Board,
      the Committee shall have the authority to interpret and construe all
      provisions of the Plan, any Award, and any Award Agreement, and any such
      interpretation or construction, and any other determination contemplated
      to be made under the Plan or any Award Agreement, by the Committee shall
      be final, binding, and conclusive on all persons, whether or not
      expressly provided for in any provision of the Plan, such Award, or such
      Award Agreement.
    

    
      In the event that the Plan, any Award, or any Award Agreement provides
      for any action to be taken by the Board or any determination to be made
      by the Board, such action may be taken or such determination may be made
      by the Committee constituted in accordance with this Section 3.1.1
      if the Board has delegated the power and authority to do so to such
      Committee.
    

    
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      3.1.2.      Composition of the Committee.
    

    
      The Committee shall be a committee composed of not fewer than two (2)
      directors of the Company designated by the Board to administer the Plan.
      Each member of the Committee shall be (i) a Non-Employee Director, (ii)
      an Outside Director, and (iii) an independent director in accordance
      with the rules of any Stock Exchange on which the Stock is listed; provided
      that any action taken by the Committee shall be valid and effective
      whether or not members of the Committee at the time of such action are
      later determined not to have satisfied the requirements for membership
      set forth in this Section 3.1.2 or otherwise provided in any
      charter of the Committee. Without limiting the generality of the
      foregoing, the Committee may be the Compensation Committee of the Board
      or a subcommittee thereof if the Compensation Committee of the Board or
      such subcommittee satisfies the foregoing requirements.
    

    
      3.1.3.      Other Committees.
    

    
      The Board also may appoint one or more committees of the Board, each
      composed of one or more directors of the Company who need not be Outside
      Directors, which (i) may administer the Plan with respect to Grantees
      who are not Officers or directors of the Company, (ii) may grant Awards
      under the Plan to such Grantees, and (iii) may determine all terms of
      such Awards, in each case, excluding (for the avoidance of doubt)
      Performance Awards intending to constitute Qualified Performance-Based
      Compensation and subject, if applicable, to the requirements of Rule
      16b-3 under the Exchange Act and the rules of any Stock Exchange or
      Securities Market on which the Stock is listed or publicly traded.
    

    
      3.1.4.      Delegation by Committee.
    

    
      To the extent permitted by Applicable Laws, the Committee may, by
      resolution, delegate some or all of its authority with respect to the
      Plan and Awards to the Chief Executive Officer of the Company and/or any
      other officer of the Company designated by the Committee; provided
      that the Committee may not delegate its authority hereunder (i) to make
      Awards to directors of the Company, (ii) to make Awards to employees who
      are (1) Officers, (2) Covered Employees, or (3) officers of the Company
      who are delegated authority by the Committee pursuant to this Section 3.1.4
      , or (iii) to interpret the Plan, any Award, or any Award Agreement. Any
      delegation hereunder will be subject to the restrictions and limits that
      the Committee specifies at the time of such delegation or thereafter.
      Nothing in the Plan will be construed as obligating the Committee to
      delegate authority to any officer of the Company, and the Committee may
      at any time rescind the authority delegated to an officer of the Company
      appointed hereunder and delegate authority to one or more other officers
      of the Company. At all times, an officer of the Company delegated
      authority pursuant to this Section 3.1.4 will serve in such
      capacity at the pleasure of the Committee. Any action undertaken by any
      such officer of the Company in accordance with the Committee’s
      delegation of authority will have the same force and effect as if
      undertaken directly by the Committee, and any reference in the Plan to
      the “Committee” will, to the extent consistent with the terms and
      limitations of such delegation, be deemed to include a reference to each
      such officer .
    

    
      3.2.      Board.
    

    
      The Board, from time to time, may exercise any or all of the powers and
      authorities related to the administration and implementation of the
      Plan, as set forth in Section 3.1 and other applicable
      provisions of the Plan, as the Board shall determine, consistent with
      the Company’s certificate of incorporation and bylaws and Applicable
      Laws.
    

    
      3.3.      Terms of Awards.
    

    
      Subject to the other terms and conditions of the Plan, the Committee
      shall have full and final authority to:
    

    
      (i)        designate Grantees;
    

    
      (ii)       determine the type or types of Awards to be made to a Grantee;
    

    
      (iii)      determine the number of shares of Stock to be subject to an
      Award or to which an Award relates;
    

    
      (iv)      establish the terms and conditions of each Award (including
      the Option Price, SAR Price, and Purchase Price; the nature and duration
      of any restriction or condition (or provision for lapse thereof)
      relating to the vesting, exercise, transfer, or forfeiture of an Award
      or the shares of Stock subject thereto; the treatment of an Award in the
      event of a Change in Control (subject to applicable agreements); and any
      terms or conditions that may be necessary to qualify Options as
      Incentive Stock Options);
    

    
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      (v)       prescribe the form of each Award Agreement evidencing an Award;
    

    
      (vi)      subject to the limitation on repricing in Section
      3.5 , amend, modify, or supplement the terms of any outstanding
      Award, which authority specifically includes the authority, in order to
      effectuate the purposes of the Plan but without amending the Plan, to
      make Awards or to modify outstanding Awards made to eligible natural
      persons who are foreign nationals or are natural persons who are
      employed outside the United   States to reflect differences in local
      law, tax policy, or custom; provided that, notwithstanding the
      foregoing, no amendment, modification, or supplement of the terms of any
      outstanding Award shall, without the consent of the Grantee, impair the
      Grantee’s rights under such Award; and
    

    
      (vii)     make Substitute Awards.
    

    
      3.4.      Forfeiture; Recoupment.
    

    
      The Committee may reserve the right in an Award Agreement to cause a
      forfeiture of the gain realized by a Grantee with respect to an Award
      thereunder on account of actions taken by, or failed to be taken by,
      such Grantee in violation or breach of or in conflict with any (i)
      employment agreement, (ii) non-competition agreement, (iii) agreement
      prohibiting solicitation of employees or clients of the Company or an
      Affiliate, (iv) confidentiality obligation with respect to the Company
      or an Affiliate, (v) Company or Affiliate policy or procedure, (vi)
      other agreement, or (vii) other obligation of such Grantee to the
      Company or an Affiliate, as and to the extent specified in such Award
      Agreement. Furthermore, if the Grantee of an outstanding Award is an
      employee of the Company or an Affiliate thereof and such Grantee’s
      Service is terminated for Cause, the Committee may annul such Grantee’s
      outstanding Award as of the date of the Grantee’s termination of Service
      for Cause.
    

    
      Any Award granted pursuant to the Plan is subject to mandatory repayment
      by the Grantee to the Company (x) to the extent set forth in the Plan or
      an Award Agreement or (y) to the extent the Grantee is, or in the future
      becomes, subject to (1) any Company or Affiliate “clawback” or
      recoupment policy that is adopted to comply with the requirements of any
      Applicable Laws or (2) any Applicable Laws which impose mandatory
      recoupment, under circumstances set forth in such Applicable Laws.
    

    
      Furthermore, if the Company is required to prepare an accounting
      restatement due to the material noncompliance of the Company, as a
      result of misconduct, with any financial reporting requirement under
      Applicable Laws, the natural persons subject to automatic forfeiture
      under Section 304 of the Sarbanes-Oxley Act of 2002 and any Grantee who
      knowingly engaged in the misconduct, was grossly negligent in engaging
      in the misconduct, knowingly failed to prevent the misconduct, or was
      grossly negligent in failing to prevent the misconduct, shall reimburse
      the Company the amount of any payment in settlement of an Award earned
      or accrued during the twelve (12)-month period following the first
      public issuance or filing (whichever first occurred) with the United
      States Securities and Exchange Commission of the financial document that
      contained such material noncompliance.
    

    
      Notwithstanding any other provision of this Plan or any provision of any
      Award Agreement, if the Company is required to prepare an accounting
      restatement, then a Grantee shall forfeit any cash or Stock received in
      connection with an Award (or an amount equal to the Fair Market Value of
      such Stock on the date of delivery if the Grantee no longer holds the
      shares of Stock) if, pursuant to the terms of the Award Agreement for
      such Award, the amount of the Award earned or the vesting in the Award
      was explicitly based on the achievement of pre-established performance
      goals set forth in the Award Agreement (including earnings, gains, or
      other criteria) that are later determined, as a result of the accounting
      restatement, not to have been achieved.
    

    
      3.5.      No Repricing.
    

    
      Except in connection with a corporate transaction involving the Company
      (including, without limitation, any stock dividend, distribution
      (whether in the form of cash, shares of Stock, other securities, or
      other property), stock split, extraordinary dividend, recapitalization,
      Change in Control, reorganization, merger, consolidation, split-up,
      spin-off, combination, repurchase or exchange of shares of Stock, or
      other securities or similar transaction), the Company may not, without
      obtaining shareholder approval: (i) amend the terms of outstanding
      Options or SARs to reduce the Option Price or SAR Price, as applicable,
      of such outstanding Options or SARs; (ii) cancel outstanding Options or
      SARs in exchange for or substitution of Options or SARs with an Option
      Price or SAR Price, as applicable, that is less than the Option Price or
      SAR Price, as applicable, of the original Options or SARs; or
      (iii) cancel outstanding Options or SARs with an Option Price or SAR
      Price, as applicable, above the current Fair Market Value in exchange
      for cash or other securities, in each case, unless such action would not
      be deemed to be a repricing under the rules of any Stock Exchange or
      Securities Market on which the Stock is listed or publicly traded.
    

    
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      3.6.      Deferral Arrangement.
    

    
      The Committee may permit or require the deferral of any payment pursuant
      to an Award into a deferred compensation arrangement, subject to such
      rules and procedures as it may establish, which may include provisions
      for the payment or crediting of interest or Dividend Equivalent Rights
      and, in connection therewith, provisions for converting such credits
      into Deferred Stock Units and for restricting deferrals to comply with
      hardship distribution rules affecting tax-qualified retirement plans
      subject to Code Section 401(k)(2)(B)(IV); provided that no Dividend
      Equivalent Rights may be granted in connection with, or related to, an
      Award of Options or SARs. Any such deferrals shall be made in a manner
      that complies with Code Section 409A, including, if applicable, with
      respect to when a Separation from Service occurs.
    

    
      3.7.      No Liability.
    

    
      No member of the Board or the Committee shall be liable for any action
      or determination made in good faith with respect to the Plan, any Award,
      or any Award Agreement. Notwithstanding any provision of the Plan to the
      contrary, neither the Company, an Affiliate, the Board, the Committee,
      nor any person acting on behalf of the Company, an Affiliate, the Board,
      or the Committee will be liable to any Grantee or to the estate or
      beneficiary of any Grantee or to any other holder of an Award under the
      Plan by reason of any acceleration of income, or any additional tax
      (including any interest and penalties), asserted by reason of the
      failure of an Award to satisfy the requirements of Code Section 422 or
      Code Section 409A or by reason of Code Section 4999, or otherwise
      asserted with respect to the Award; provided that this Section
      3.7 shall not affect any of the rights or obligations set forth in
      an applicable agreement between the Grantee and the Company or an
      Affiliate.
    

    
      3.8.      Stock Issuance/Book-Entry.
    

    
      Notwithstanding any provision of the Plan to the contrary, the ownership
      of the shares of Stock issued under the Plan may be evidenced in such a
      manner as the Committee, in its sole discretion, deems appropriate,
      including, without limitation , book-entry or direct registration or the
      issuance of one or more share certificates.
    

    
      4.        STOCK SUBJECT TO THE PLAN
    

    
      4.1.      Number of Shares of Stock Reserved for Awards.
    

    
      Subject to adjustment as provided in Section 4.2 and Section 17
      , the number of shares of Stock reserved for issuance under the Plan
      will be equal to the sum of (i) five hundred thousand (500,000) shares
      of Stock, plus (ii) the number of shares of Stock available for future
      awards under the Prior Plan as of the Amendment Date, plus (iii) the
      number of shares of Stock related to awards outstanding under the Prior
      Plan as of the Amendment Date that thereafter terminate by expiration or
      forfeiture, cancellation, or otherwise without the issuance of such
      shares of Stock (the “ Share Limit ”). Any of the shares of
      Stock reserved and available for issuance under the Plan may be used for
      any type of Award under the Plan, and any or all of the shares of Stock
      reserved for issuance under the Plan shall be available for issuance
      pursuant to Incentive Stock Options. Shares of Stock to be issued under
      the Plan shall be authorized but unissued shares or, to the extent
      permitted by Applicable Laws, issued shares that have been reacquired by
      the Company .
    

    
      4.2.      Adjustments in Authorized Shares of Stock.
    

    
      In connection with mergers, reorganizations, separations, or other
      transactions to which Code Section 424(a) applies, the Committee shall
      have the right to cause the Company to assume awards previously granted
      under a compensatory plan of another business entity that is a party to
      such transaction and/or to grant Substitute Awards under the Plan for
      such awards. The Share Limit pursuant to Section 4.1 shall
      be increased by the number of shares of Stock subject to any such
      assumed awards and Substitute Awards. Shares available for issuance
      under a shareholder-approved plan of a business entity that is a party
      to such transaction (as appropriately adjusted, if necessary, to reflect
      the transaction) may be used for Awards under the Plan and shall not
      reduce the number of shares of Stock available for issuance under the
      Plan, subject to applicable requirements of any Stock Exchange or
      Securities Market on which the Stock is listed or publicly traded.
    

    
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      4.3.      Share Usage.
    

    
      Shares of Stock covered by an Award shall be counted as used as of the
      Grant Date for purposes of calculating the number of shares of Stock
      available for issuance under Section 4.1 . Any shares of Stock
      that are subject to Awards shall be counted against the Share Limit set
      forth in Section 4.1 as one (1) share of Stock for every one
      (1) share of Stock subject to an Award. With respect to SARs, the number
      of shares of Stock subject to an award of SARs will be counted against
      the Share Limit set forth in Section 4.1 as one (1) share of
      Stock for every one (1) share of Stock subject to such Award regardless
      of the number of shares of Stock actually issued to settle the SAR upon
      exercise. The target number of shares issuable under a Performance Award
      shall be counted against the Share Limit set forth in Section 4.1
      as of the Grant Date, but such number shall be adjusted to equal the
      actual number of shares issued upon settlement of the Performance Award
      to the extent different from such target number of shares.
    

    
      If any shares of Stock covered by an Award granted under the Plan are
      not purchased or are forfeited or expire, or if an Award otherwise
      terminates without delivery of any shares of Stock subject thereto or is
      settled in cash in lieu of shares of Stock, then the number of shares of
      Stock counted against the Share Limit with respect to such Award shall,
      to the extent of any such forfeiture, termination, expiration, or
      settlement, again be available for making Awards under the Plan in the
      same amount as such shares of Stock were counted against the Share Limit
      set forth in Section 4.1 . The number of shares of Stock
      available for issuance under the Plan shall not be increased by the
      number of shares of Stock (i) tendered, withheld, or subject to an Award
      surrendered in connection with the purchase of shares of Stock upon
      exercise of an Option, (ii) deducted or delivered from payment of an
      Award payment in connection with the Company’s tax withholding
      obligations as described in Section 18.3 , (iii) purchased
      by the Company with proceeds from Option exercises, or (iv) not issued
      upon the net settlement or net exercise of a Stock-settled SAR.
    

    
      5.        TERM; AMENDMENT, SUSPENSION, AND TERMINATION
    

    
      5.1.      Term.
    

    
      The Plan, as amended and restated, shall become effective as of the
      Amendment Date. Following the Amendment Date, no awards shall be made
      under the Prior Plan. Notwithstanding the foregoing, shares of Stock
      reserved under the Prior Plan to settle awards, including
      performance-based awards, which are made under the Prior Plan prior to
      the Amendment Date may be issued and delivered following the Amendment
      Date to settle such awards. The Plan shall terminate on the first to
      occur of (i) the tenth (10th) anniversary of the Amendment Date, (ii)
      the date determined in accordance with Section 5.2 , and
      (iii) the date determined in accordance with Section 17.3 ; provided
      , however , that Incentive Stock Options may not be granted under
      the Plan after the tenth (10th) anniversary of the date of the Board’s
      adoption of the Plan. Upon such termination of the Plan, all outstanding
      Awards shall continue to have full force and effect in accordance with
      the provisions of the terminated Plan and the applicable Award Agreement
      (or other documents evidencing such Awards).
    

    
      5.2.      Amendment, Suspension, and Termination of the Plan.
    

    
      The Board may, at any time and from time to time, amend, suspend, or
      terminate the Plan; provided that, with respect to Awards theretofore
      granted under the Plan, no amendment, suspension, or termination of the
      Plan shall, without the consent of the Grantee, impair the rights or
      obligations under any such Award. An amendment shall be contingent on
      approval of the Company’s shareholders to the extent stated by the Board
      or required by Applicable Laws (including applicable Stock Exchange
      listing requirements); provided that no amendment will be made to
      the no-repricing provisions of Section 3.5   or the option
      pricing provisions of Section 8.1 without the approval of
      the Company’s shareholders.
    

    
      6.        AWARD ELIGIBILITY AND LIMITATIONS
    

    
      6.1.      Service Providers and Other Persons.
    

    
      Subject to this Section 6 , Awards may be made under the
      Plan to: (i) any Service Provider, as the Committee shall determine and
      designate from time to time, and (ii) any other individual whose
      participation in the Plan is determined to be in the best interests of
      the Company by the Committee.
    

    
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      6.2.      Limitation on Shares of Stock Subject to Awards and Cash
      Awards.
    

    
      During any time when the Company has a class of equity securities
      registered under Section 12 of the Exchange Act:
    

    
      (i)      the maximum number of shares of Stock subject to Options or
      SARs that may be granted under the Plan in a calendar year to any person
      eligible for an Award under Section 6 is one hundred thousand
      (100,000); provided, however, that the maximum number of shares of Stock
      subject to Options or SARs that can be granted under the Plan to any
      person eligible for an Award under Section 6 in the year the person is
      first employed by the Company is two hundred thousand (200,000); and
    

    
      (ii)     the maximum number of shares of Stock that may be granted under
      the Plan, other than pursuant to Options or SARs, in a calendar year to
      any person eligible for an Award under Section 6 is one hundred
      thousand (100,000) shares; provided, however, that the maximum number of
      shares of Stock subject to Awards other than Options or SARs that can be
      granted under the Plan to any person eligible for an Award under
      Section 6 in the year that the person is first employed by the Company
      is two hundred thousand (200,000).
    

    
      (iii)    t he maximum amount that may be paid as an Annual Cash Profit
      Share (whether or not cash-settled) in a calendar year to any person
      eligible for an Award under Section 6 shall be five million
      dollars ($5,000,000), and the maximum amount that may be paid as a
      cash-denominated Performance Award (whether or not cash-settled) in
      respect of a Performance Period greater than one year by any person
      eligible for an Award under Section 6 shall be twenty
      million dollars ($20,000,000) .
    

    
      6.3.      Stand-Alone, Additional, Tandem and Substitute Awards.
    

    
      Subject to Section 3.4 , Awards granted under the Plan may, in
      the sole discretion of the Committee, be granted either alone or in
      addition to, in tandem with, or in substitution or exchange for, (i) any
      other Award, (ii) any award granted under another plan of the Company,
      any Affiliate, or any business entity that has been a party to a
      transaction with the Company or an Affiliate, or (iii) any other right
      of a Grantee to receive payment from the Company or any Affiliate. Such
      additional, tandem, exchange, or Substitute Awards may be granted at any
      time. If an Award is granted in substitution or exchange for another
      Award or for an award granted under another plan of the Company, an
      Affiliate, or any business entity that has been a party to a transaction
      with the Company or an Affiliate, the Committee shall require the
      surrender of such other Award or award under such other plan in
      consideration for the grant of such exchange or Substitute Award. In
      addition, Awards may be granted in lieu of cash compensation, including
      in lieu of cash amounts payable under other plans of the Company or any
      Affiliate. Notwithstanding Section 8.1 and Section 9.1 but
      subject to Section 3.5 , the Option Price of an Option or the SAR
      Price of an SAR that is a Substitute Award may be less than one hundred
      percent (100%) of the Fair Market Value of a share of Stock on the
      original Grant Date; provided , that the Option Price or SAR
      Price is determined in accordance with the principles of Code Section
      424 and the regulations thereunder for any Incentive Stock Option and
      consistent with Code Section 409A for any other Option or SAR.
    

    
      7.        AWARD AGREEMENT
    

    
      Each Award granted pursuant to the Plan shall be evidenced by an Award
      Agreement, in such form or forms as the Committee shall from time to
      time determine. Award Agreements utilized from time to time or at the
      same time need not contain similar provisions but shall be consistent
      with the terms of the Plan. Each Award Agreement evidencing an Award of
      Options shall specify whether such Options are intended to be
      Non-qualified Stock Options or Incentive Stock Options, and in the
      absence of such specification such options shall be deemed Non-qualified
      Stock Options. In the event of any inconsistency between the Plan and an
      Award Agreement, the provisions of the Plan shall control.
    

    
      8.        TERMS AND CONDITIONS OF OPTIONS
    

    
      8.1.      Option Price.
    

    
      The Option Price of each Option shall be fixed by the Committee and
      stated in the Award Agreement evidencing such Option. Except in the case
      of Substitute Awards, the Option Price of each Option shall be at least
      the Fair Market Value of one (1) share of Stock on the Grant Date; provided
      , however , that in the event that a Grantee is a Ten Percent
      Shareholder, the Option Price of an Option granted to such Grantee that
      is intended to be an Incentive Stock Option shall be not less than one
      hundred ten percent (110%) of the Fair Market Value of one (1) share of
      Stock on the Grant Date. In no case shall the Option Price of any Option
      be less than the par value of a share of Stock.
    

    
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      8.2.      Vesting and Exercisability.
    

    
      Subject to Sections 8.3 and 17.3 , each Option
      granted under the Plan shall become vested and/or exercisable at such
      times and under such conditions as shall be determined by the Committee
      and stated in the Award Agreement, in another agreement with the
      Grantee, or otherwise in writing; provided that no Option shall be
      granted to Grantees who are entitled to overtime under Applicable Laws
      that will vest or be exercisable within a six (6)-month period starting
      on the Grant Date. For purposes of this Section 8.2 ,
      fractional numbers of shares of Stock subject to an Option shall be
      rounded down to the next nearest whole number.
    

    
      8.3.      Term.
    

    
      Each Option granted under the Plan shall terminate, and all rights to
      purchase shares of Stock thereunder shall cease, on the tenth (10th)
      anniversary of the Grant Date, or under such circumstances and on such
      date prior thereto as is set forth in the Plan or as may be fixed by the
      Committee and stated in the Award Agreement relating to such Option; provided
      , however , that in the event that the Grantee is a Ten Percent
      Shareholder, an Option granted to such Grantee that is intended to be an
      Incentive Stock Option shall not be exercisable after the fifth (5th)
      anniversary of the Grant Date of such Option, and provided , further
      , that, to the extent deemed necessary or appropriate by the Committee
      to reflect differences in local law, tax policy, or custom with respect
      to any Option granted to a Grantee who is a foreign national or is a
      natural person who is employed outside the United States, such Option
      may terminate, and all rights to purchase shares of Stock thereunder may
      cease, upon the expiration of a period longer than ten (10) years from
      the Grant Date of such Option as the Committee shall determine. If on
      the day preceding the date on which a Grantee’s Options would otherwise
      terminate, the Fair Market Value of shares of stock underlying a
      Grantee’s Options is greater than the Option Price of such Options, the
      Company shall, prior to the termination of such Options and without any
      action being taken on the part of the Grantee, consider such Options to
      have been exercised by the Grantee. The Company shall deduct from the
      shares of Stock deliverable to the Grantee upon such exercise the number
      of shares of Stock necessary to satisfy payment of the Option Price and
      all withholding obligations.
    

    
      8.4.      Termination of Service.
    

    
      Each Award Agreement with respect to the grant of an Option shall set
      forth the extent to which the Grantee thereof, if at all, shall have the
      right to exercise the Option following termination of the Grantee’s
      Service. Such provisions shall be determined in the sole discretion of
      the Committee, need not be uniform among all Options issued pursuant to
      the Plan, and may reflect distinctions based on the reasons for
      termination of Service.
    

    
      8.5.      Limitations on Exercise of Option.
    

    
      Notwithstanding any provision of the Plan to the contrary, in no event
      may any Option be exercised, in whole or in part, after the occurrence
      of an event referred to in Section 17 which results in
      termination of the Option.
    

    
      8.6.      Method of Exercise.
    

    
      Subject to the terms of Section 12 and Section 18.3
      , an Option that is exercisable may be exercised by the Grantee’s
      delivery to the Company or its designee or agent of notice of exercise
      on any business day, at the Company’s principal office or the office of
      such designee or agent, on the form specified by the Company and in
      accordance with any additional procedures specified by the Committee.
      Such notice shall specify the number of shares of Stock with respect to
      which the Option is being exercised and shall be accompanied by payment
      in full of the Option Price of the shares of Stock for which the Option
      is being exercised, plus the amount (if any) of federal and/or other
      taxes which the Company may, in its judgment, be required to withhold
      with respect to the exercise of such Option.
    

    
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      8.7.      Rights of Holders of Options.
    

    
      Unless otherwise stated in the applicable Award Agreement, a Grantee or
      other person holding or exercising an Option shall have none of the
      rights of a shareholder (for example, the right to receive cash or
      dividend payments or distributions attributable to the shares of Stock
      subject to such Option or to direct the voting of the shares of Stock
      subject to such Option) until the shares of Stock subject thereby are
      fully paid and issued to such Grantee or other person. Except as
      provided in Section 17 , no adjustment shall be made for
      dividends, distributions, or other rights for which the record date is
      prior to the date of issuance of such shares of Stock.
    

    
      8.8.      Delivery of Stock.
    

    
      Promptly after the exercise of an Option by a Grantee and the payment in
      full of the Option Price with respect thereto, such Grantee shall be
      entitled to receive evidence of such Grantee’s ownership of the shares
      of Stock subject to the Option as shall be consistent with Section 3.8
      .
    

    
      8.9.      Transferability of Options.
    

    
      Except as provided in Section 8.10 , during the lifetime of
      a Grantee of an Option, only the Grantee (or, in the event of such
      Grantee’s legal incapacity or incompetency, the Grantee’s guardian or
      legal representative) may exercise such Option. Except as provided in Section 8.10
      , no Option shall be assignable or transferable by the Grantee to whom
      it is granted, other than by will or the laws of descent and
      distribution.
    

    
      8.10.   Family Transfers.
    

    
      If authorized in the applicable Award Agreement and by the Committee, in
      its sole discretion, a Grantee may transfer, not for value, all or part
      of an Option which is not an Incentive Stock Option to any Family
      Member. For the purpose of this Section 8.10 , a “not for
      value” transfer is a transfer which is (i) a gift, (ii) a transfer under
      a domestic relations order in settlement of marital property rights; or
      (iii) unless Applicable Law does not permit such transfers, a transfer
      to an entity in which more than fifty percent (50%) of the voting
      interests are owned by Family Members (and/or the Grantee) in exchange
      for an interest in that entity. Following a transfer under this Section 8.10
      , any such Option shall continue to be subject to the same terms and
      conditions as were applicable immediately prior to transfer, and shares
      of Stock acquired pursuant to the Option shall be subject to the same
      restrictions on transfer of shares as would have applied to the Grantee.
      Subsequent transfers of transferred Options shall be prohibited except
      to Family Members of the original Grantee in accordance with this Section
      8.10 or by will or the laws of descent and distribution. The
      provisions of Section 8.4 relating to termination of Service
      shall continue to be applied with respect to the original Grantee,
      following which the Option shall be exercisable by the transferee only
      to the extent, and for the periods specified, in Section 8.4
      .
    

    
      8.11.   Limitations on Incentive Stock Options.
    

    
      An Option shall constitute an Incentive Stock Option only (i) if the
      Grantee of such Option is an employ ee of the Company or any corporate
      Subsidiary; (ii) to the extent specifically provided in the related
      Award Agreement; and (iii) to the extent that the aggregate Fair Market
      Value (determined at the time the Option is granted) of the shares of
      Stock with respect to which all Incentive Stock Options held by such
      Grantee become exercisable for the first time during any calendar year
      (under the Plan and all other plans of the Company and its Affiliates)
      does not exceed one hundred thousand dollars ($100,000). Except to the
      extent provided in the regulations under Code Section 422, this
      limitation shall be applied by taking Options into account in the order
      in which they were granted.
    

    
      8.12.   Notice of Disqualifying Disposition.
    

    
      If any Grantee shall make any disposition of shares of Stock issued
      pursuant to the exercise of an Incentive Stock Option under the
      circumstances described in Code Section 421(b) (relating to certain
      disqualifying dispositions), such Grantee shall notify the Company of
      such disposition immediately but in no event later than ten (10) days
      thereafter.
    

    
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      9.        TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
    

    
      9.1.      Right to Payment and Grant Price.
    

    
      A SAR shall confer on the Grantee to whom it is granted a right to
      receive, upon exercise thereof, the excess of (i) the Fair Market Value
      of one (1) share of Stock on the date of exercise over (ii) the SAR
      Price as determined by the Committee. The Award Agreement for a SAR
      shall specify the SAR Price, which shall be no less than the Fair Market
      Value of one (1) share of Stock on the Grant Date of such SAR. SARs may
      be granted in tandem with all or part of an Option granted under the
      Plan or at any subsequent time during the term of such Option, in
      combination with all or part of any other Award, or without regard to
      any Option or other Award; provided , that a SAR that is granted
      in tandem with all or part of an Option will have the same term, and
      expire at the same time, as the related Option; provided , further
      , that a SAR that is granted subsequent to the Grant Date of a related
      Option must have a SAR Price that is no less than the Fair Market Value
      of one (1) share of Stock on the Grant Date of such SAR.
    

    
      9.2.      Other Terms.
    

    
      The Committee shall determine, on the Grant Date or thereafter, the time
      or times at which and the circumstances under which a SAR may be
      exercised in whole or in part (including based on achievement of
      performance goals and/or future Service requirements); the time or times
      at which SARs shall cease to be or become exercisable following
      termination of Service or upon other conditions; the method of exercise,
      method of settlement, form of consideration payable in settlement,
      method by or forms in which shares of Stock shall be delivered or deemed
      to be delivered to Grantees, whether or not a SAR shall be in tandem or
      in combination with any other Award; and any other terms and conditions
      of any SAR; provided , that no SARs shall be granted to Grantees
      who are entitled to overtime under Applicable Laws that will vest or be
      exercisable within a six (6)-month period starting on the Grant Date.
    

    
      9.3.      Term.
    

    
      Each SAR granted under the Plan shall terminate, and all rights
      thereunder shall cease, on the tenth (10 th ) anniversary of
      the Grant Date of such SAR, or under such circumstances and on such date
      prior thereto as is set forth in the Plan or as may be fixed by the
      Committee and stated in the Award Agreement relating to such SAR. If on
      the day preceding the date on which a Grantee’s SAR would otherwise
      terminate, the Fair Market Value of shares of stock underlying a
      Grantee’s SAR is greater than the SAR Price, the Company shall, prior to
      the termination of such SAR and without any action being taken on the
      part of the Grantee, consider such SAR to have been exercised by the
      Grantee.
    

    
      9.4.      Rights of Holders of SARs.
    

    
      Unless otherwise stated in the applicable Award Agreement, a Grantee or
      other person holding or exercising a SAR shall have none of the rights
      of a shareholder of the Company (for example, the right to receive cash
      or dividend payments or distributions attributable to the shares of
      Stock subject to such SAR or to direct the voting of the shares of Stock
      subject to such SAR) until, if applicable, the shares of Stock subject
      thereby are fully paid and issued to such Grantee or other person.
      Except as provided in Section 17 , no adjustment shall be
      made for dividends, distributions, or other rights for which the record
      date is prior to the date of issuance of such shares of Stock, if
      applicable.
    

    
      9.5.      Transferability of SARs.
    

    
      Except as provided in Section 9.6 , during the lifetime of a
      Grantee of a SAR, only the Grantee (or, in the event of such Grantee’s
      legal incapacity or incompetency, the Grantee’s guardian or legal
      representative) may exercise such SAR. Except as provided in Section 9.6
      , no SAR shall be assignable or transferable by the Grantee to whom it
      is granted, other than by will or the laws of descent and distribution.
    

    
      9.6.      Family Transfers.
    

    
      If authorized in the applicable Award Agreement and by the Committee, in
      its sole discretion, a Grantee may transfer, not for value, all or part
      of a SAR to any Family Member. For the purpose of this Section 9.6
      , a “not for value” transfer is a transfer which is (i) a gift, (ii) a
      transfer under a domestic relations order in settlement of marital
      property rights; or (iii) unless Applicable Law does not permit such
      transfers, a transfer to an entity in which more than fifty percent
      (50%) of the voting interests are owned by Family Members (and/or the
      Grantee) in exchange for an interest in that entity. Following a
      transfer under this Section 9.6 , any such SAR shall
      continue to be subject to the same terms and conditions as were
      applicable immediately prior to transfer, and shares of Stock acquired
      pursuant to a SAR, if any, shall be subject to the same restrictions on
      transfer of shares as would have applied to the Grantee. Subsequent
      transfers of transferred SARs are prohibited except to Family Members of
      the original Grantee in accordance with this Section 9.6
      or by will or the laws of descent and distribution.
    

    
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      10.      TERMS AND CONDITIONS OF
      RESTRICTED STOCK, STOCK UNITS, AND DEFERRED STOCK UNITS
    

    
      10.1.   Grant of Restricted Stock, Stock Units, or Deferred Stock
      Units.
    

    
      Awards of Restricted Stock, Stock Units, and Deferred Stock Units may be
      made for consideration, such as a Purchase Price, or no consideration,
      other than par value of the shares of Stock, which may be deemed paid by
      past or future Services to the Company or an Affiliate.
    

    
      10.2.   Restrictions.
    

    
      At the time a grant of Restricted Stock, Stock Units, or Deferred Stock
      Units is made, the Committee may, in its sole discretion, (a) establish
      a Restricted Period applicable to such Restricted Stock, Stock Units, or
      Deferred Stock Units and (b) prescribe restrictions in addition to or
      other than the expiration of the Restricted Period, including the
      achievement of corporate or individual performance goals, which may be
      applicable to all or any portion of such Restricted Stock, Stock Units,
      or Deferred Stock Units as provided in Section 14 .
      Notwithstanding the foregoing, Awards of Restricted Stock, Stock Units,
      or Deferred Stock Units that vest solely by the passage of time shall
      not vest in full in less than three (3) years from the Grant Date and
      shall not vest pro-rata in less than one (1) year from the grant date,
      and Restricted Stock, Stock Units, and Deferred Stock Units that vest
      upon achievement of performance goals shall not vest in less than one
      (1) year from the Grant Date; provided, that (i) up to five
      percent (5%) of the maximum number of shares of Stock available for
      issuance under the Plan may be granted pursuant to the Plan without
      being subject to the foregoing restrictions, and (ii) any dividends or
      Dividend Equivalent Rights issued in connection with any Award granted
      at any time under the Plan shall not be subject to or counted for either
      such restrictions or such five percent (5%) share issuance limit. The
      foregoing five percent (5%) share issuance limit shall be subject to
      adjustment consistent with the adjustment provisions of Section 17.2
      and the share usage rules of Section 4.3 . Awards of Restricted
      Stock, Stock Units, and Deferred Stock Units may not be sold,
      transferred, assigned, pledged, or otherwise encumbered or disposed of
      during the Restricted Period or prior to the satisfaction of any other
      restrictions prescribed by the Committee with respect to such Awards.
    

    
      10.3.   Registration; Restricted Stock Certificates.
    

    
      Subject to Section 3.8 and the immediately following
      sentence, the Company may issue, in the name of each Grantee to whom
      Restricted Stock has been granted, certificates representing the total
      number of shares of Restricted Stock granted to the Grantee, as soon as
      reasonably practicable after the Grant Date of such Restricted Stock.
      The Committee may provide in an Award Agreement with respect to an Award
      of Restricted Stock that either (i) the Secretary of the Company shall
      hold such certificates for such Grantee’s benefit until such time as
      such shares of Restricted Stock are forfeited to the Company or the
      restrictions applicable thereto lapse and such Grantee shall deliver a
      stock power to the Company with respect to each certificate, or
      (ii) such certificates shall be delivered to such Grantee, provided that
      such certificates shall bear legends that comply with Applicable Laws
      and make appropriate reference to the restrictions imposed on such Award
      of Restricted Stock under the Plan and such Award Agreement. Pursuant to Section
      3.8 , to the extent that ownership of Restricted Stock is evidenced
      by a book-entry registration or direct registration (including
      transaction advices), such registration will contain an appropriate
      legend or restriction similar to the foregoing to evidence the
      restrictions imposed on such Award of Restricted Stock under the Plan
      and the applicable Award Agreement.
    

    
      10.4.   Rights of Holders of Restricted Stock.
    

    
      Unless the Committee provides otherwise in an Award Agreement and
      subject to the restrictions set forth in the Plan, any applicable
      Company program, and the applicable Award Agreement, holders of
      Restricted Stock shall have the right to vote such shares of Restricted
      Stock and the right to receive any dividend payments or distributions
      declared or paid with respect to such shares of Restricted Stock. The
      Committee may provide in an Award Agreement evidencing a grant of
      Restricted Stock that (i) any cash dividend payments or distributions
      paid on Restricted Stock shall be reinvested in shares of Stock, which
      may or may not be subject to the same vesting conditions and
      restrictions as applicable to such underlying shares of Restricted Stock
      or (ii) any dividend payments or distributions declared or paid on
      shares of Restricted Stock shall only be made or paid upon satisfaction
      of the vesting conditions and restrictions applicable to such shares of
      Restricted Stock. Dividend payments or distributions declared or paid on
      shares of Restricted Stock which vest or are earned based upon the
      achievement of performance goals shall not vest or be paid unless such
      performance goals for such shares of Restricted Stock are achieved.
      Alternatively, dividends may be paid on Restricted Stock which vests
      based on achievement of performance goals, provided that such
      dividends shall be subject to repayment in the event the performance
      goals for the underlying shares of Restricted Stock are not achieved.
      All stock dividend payments or distributions, if any, received by a
      Grantee with respect to shares of Restricted Stock as a result of any
      stock split, stock dividend, combination of stock, or other similar
      transaction shall be subject to the same vesting conditions and
      restrictions as applicable to such underlying shares of Restricted Stock.
    

    
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      10.5.   Rights of Holders of Stock Units and Deferred Stock Units.
    

    
      10.5.1.   Voting and Dividend Rights.
    

    
      Unless otherwise stated in the applicable Award Agreement, a Grantee or
      other person holding Stock Units or Deferred Stock Units shall have none
      of the rights of a shareholder of the Company (for example, the right to
      receive cash or dividend payments or distributions attributable to the
      shares of Stock subject to such Award or to direct the voting of the
      shares of Stock subject to such Award) until, if applicable, the shares
      of Stock subject thereby are fully paid and issued to such Grantee or
      other person. The Committee may provide in an Award Agreement evidencing
      a grant of Stock Units or Deferred Stock Units that the holder of such
      Stock Units or Deferred Stock Units, as applicable, shall be entitled to
      receive Dividend Equivalent Rights, in accordance with Section 13
      .
    

    
      10.5.2.   Creditor’s Rights.
    

    
      A holder of Stock Units or Deferred Stock Units shall have no rights
      other than those of a general, unsecured creditor of the Company. Stock
      Units and Deferred Stock Units represent unfunded and unsecured
      obligations of the Company, subject to the terms and conditions of the
      applicable Award Agreement.
    

    
      10.6.   Termination of Service.
    

    
      Unless the Committee provides otherwise in an Award Agreement, in
      another agreement with the Grantee, or otherwise in writing after the
      Award Agreement is issued , but prior to termination of the Grantee’s
      Service, upon the termination of a Grantee’s Service, any Restricted
      Stock, Stock Units, or Deferred Stock Units held by such Grantee that
      have not vested, or with respect to which all applicable restrictions
      and conditions have not lapsed, shall immediately be deemed forfeited.
      Upon forfeiture of such Restricted Stock, Stock Units, or Deferred Stock
      Units, the Grantee shall have no further rights with respect to such
      Award, including, without limitation, any right to vote such Restricted
      Stock or any right to receive dividends or Dividend Equivalent Rights,
      as applicable, with respect to such Restricted Stock, Stock Units, or
      Deferred Stock Units.
    

    
      10.7.   Purchase of Restricted Stock and Shares of Stock Subject to
      Stock Units and Deferred Stock Units.
    

    
      The Grantee of an Award of Restricted Stock, vested Stock Units, or
      vested Deferred Stock Units shall be required , to the extent required
      by Applicable Laws, to purchase such Restricted Stock or the shares of
      Stock subject to such vested Stock Units or Deferred Stock Units from
      the Company at a Purchase Price equal to the greater of (i) the
      aggregate par value of the shares of Stock represented by such
      Restricted Stock, vested Stock Units, or vested Deferred Stock Units, or
      (ii) the Purchase Price, if any, specified in the Award Agreement
      relating to such Restricted Stock, Stock Units, or Deferred Stock Units.
      The Purchase Price shall be payable in a form described in Section 12
      or, in the discretion of the Committee, in consideration for past or
      future Services rendered or to be rendered to the Company or an
      Affiliate.
    

    
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      10.8.   Delivery of Shares of Stock.
    

    
      Upon the expiration or termination of any Restricted Period and the
      satisfaction of any other conditions prescribed by the Committee,
      including, without limitation, any performance goals or delayed delivery
      period, the restrictions applicable to Restricted Stock and to Stock
      Units or Deferred Stock Units settled in shares of Stock shall lapse,
      and, unless otherwise provided in the applicable Award Agreement, a
      book-entry or direct registration (including transaction advices) or a
      certificate evidencing ownership of such shares of Stock shall,
      consistent with Section 3.8 , be issued, free of all such
      restrictions, to the Grantee thereof or such Grantee’s beneficiary or
      estate, as the case may be. Neither the Grantee, nor the Grantee’s
      beneficiary or estate, shall have any further rights with regard to a
      Stock Unit or Deferred Stock Unit once the shares of Stock represented
      by such Stock Unit or Deferred Stock Unit have been delivered in
      accordance with this Section 10.8 .
    

    
      11.     TERMS AND CONDITIONS OF
      UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS
    

    
      11.1.   Unrestricted Stock.
    

    
      The Committee may, in its sole discretion, grant (or sell at the par
      value of a share of Stock or such other higher Purchase Price determined
      by the Committee) an Award to any Grantee pursuant to which such Grantee
      may receive shares of Unrestricted Stock under the Plan, subject to the
      five percent (5%) share issuance limit set forth in Section 10.2
      . Awards of Unrestricted Stock may be granted or sold as described in
      the preceding sentence in respect of past or future Services or other
      valid consideration, in lieu of or in addition to any cash compensation
      due to such Grantee.
    

    
      11.2.   Other Equity-Based Awards.
    

    
      The Committee may, in its sole discretion, grant Awards in the form of
      Other Equity-Based Awards, as deemed by the Committee to be consistent
      with the purposes of the Plan. Awards granted pursuant to this Section
      11.2 may be granted with vesting, value, and/or payment contingent
      upon the achievement of one or more performance goals. The Committee
      shall determine the terms and conditions of Other Equity-Based Awards on
      the Grant Date or thereafter. Unless the Committee provides otherwise in
      an Award Agreement, in another agreement with the Grantee, or otherwise
      in writing after the Award Agreement is issued , but prior to
      termination of Grantee’s Service, upon the termination of a Grantee’s
      Service, any Other Equity-Based Awards held by such Grantee that have
      not vested, or with respect to which all applicable restrictions and
      conditions have not lapsed, shall immediately be deemed forfeited. Upon
      forfeiture of any Other Equity-Based Award, the Grantee shall have no
      further rights with respect to such Other Equity-Based Award .
    

    
      12.      FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK
    

    
      12.1.   General Rule.
    

    
      Payment of the Option Price for the shares of Stock purchased pursuant
      to the exercise of an Option or the Purchase Price, if any, for
      Restricted Stock, vested Stock Units, or vested Deferred Stock Units
      shall be made in cash or in cash equivalents acceptable to the Company.
    

    
      12.2.   Surrender of Shares of Stock.
    

    
      To the extent the applicable Award Agreement so provides, payment of the
      Option Price for shares of Stock purchased pursuant to the exercise of
      an Option or the Purchase Price, if any, for Restricted Stock, vested
      Stock Units, or vested Deferred Stock Units may be made all or in part
      through the tender or attestation to the Company of shares of Stock,
      which shall be valued, for purposes of determining the extent to which
      the Option Price or Purchase Price has been paid thereby, at their Fair
      Market Value on the date of such tender or attestation.
    

    
      12.3.   Cashless Exercise.
    

    
      To the extent permitted by Applicable Laws and to the extent the Award
      Agreement so provides, payment of the Option Price for shares of Stock
      purchased pursuant to the exercise of an Option may be made all or in
      part by delivery (on a form acceptable to the Committee) of an
      irrevocable direction to a licensed securities broker acceptable to the
      Company to sell shares of Stock and to deliver all or part of the sales
      proceeds to the Company in payment of the Option Price and/or any
      withholding taxes described in Section 18.3 .
    

    
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      12.4.   Other Forms of Payment.
    

    
      To the extent the Award Agreement so provides and/or unless otherwise
      specified in an Award Agreement, payment of the Option Price for shares
      of Stock purchased pursuant to exercise of an Option or the Purchase
      Price, if any, for Restricted Stock, vested Stock Units, or vested
      Deferred Stock Units may be made in any other form that is consistent
      with Applicable Laws, including, without limitation, (i) with respect to
      Restricted Stock and/or vested Deferred Stock Units only, Service
      rendered or to be rendered by the Grantee thereof to the Company or an
      Affiliate and (ii) with the consent of the Company, by withholding the
      number of shares of Stock that would otherwise vest or be issuable in an
      amount equal in value to the Option Price or Purchase Price, if any,
      and/or any withholding taxes described in Section 18.3 .
    

    
      13.      TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS
    

    
      13.1.   Dividend Equivalent Rights.
    

    
      A Dividend Equivalent Right may be granted hereunder; provided
      that no Dividend Equivalent Right may be granted in connection with, or
      related to, an Award of Options or SARs. The terms and conditions of
      Dividend Equivalent Rights shall be specified in the Award Agreement
      therefor. Dividend equivalents credited to the holder of a Dividend
      Equivalent Right may be paid currently (with or without being subject to
      forfeiture or a repayment obligation) or may be deemed to be reinvested
      in additional shares of Stock or Awards, which may thereafter accrue
      additional Dividend Equivalent Rights (with or without being subject to
      forfeiture or a repayment obligation). Any such reinvestment shall be at
      the Fair Market Value on the date of such reinvestment. Dividend
      Equivalent Rights may be settled in cash, shares of Stock, or a
      combination thereof, in a single installment or in multiple
      installments, all as determined in the sole discretion of the Committee.
      A Dividend Equivalent Right granted as a component of another Award may
      (i) provide that such Dividend Equivalent Right shall be settled upon
      exercise, settlement, or payment of, or lapse of restrictions on, such
      other Award and that such Dividend Equivalent Right shall expire or be
      forfeited or annulled under the same conditions as such other Award or
      (ii) contain terms and conditions which are different from the terms and
      conditions of such other Award; provided , however , that
      Dividend Equivalent rights credited pursuant to a Dividend Equivalent
      Right granted as a component of another Award which vests or is earned
      based upon the achievement of performance goals shall not vest or be
      paid unless the performance goals for such underlying Award are achieved.
    

    
      13.2.   Termination of Service.
    

    
      Unless the Committee provides otherwise in an Award Agreement, in
      another agreement with the Grantee, or otherwise in writing after the
      Award Agreement is issued , a Grantee’s rights in all Dividend
      Equivalent Rights shall automatically terminate upon the Grantee’s
      termination of Service for any reason.
    

    
      14.      TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL CASH
      PROFIT SHARES
    

    
      14.1.   Grant of Performance Awards and Annual Cash Profit Shares.
    

    
      Subject to the terms and provisions of this Plan, the Committee, at any
      time and from time to time, may grant Performance Awards and/or Annual
      Cash Profit Shares in such amounts and upon such terms as the Committee
      shall determine.
    

    
      14.2.   Value of Performance Awards and Annual Cash Profit Shares.
    

    
      Each Performance Award and Annual Cash Profit Share shall have an
      initial cash value or an actual or target number of shares of Stock that
      is established by the Committee as of the Grant Date. The Committee
      shall set performance goals in its discretion which, depending on the
      extent to which they are achieved, shall determine the value and/or
      number of shares of Stock that will be paid out to the Grantee thereof.
    

    
      14.3.   Earning of Performance Awards and Annual Cash Profit Shares.
    

    
      Subject to the terms of this Plan, after the applicable Performance
      Period has ended, the Grantee of Performance Awards or Annual Cash
      Profit Shares shall be entitled to receive a payout of the value earned
      under such Performance Awards or Annual Cash Profit Shares by such
      Grantee over the Performance Period, to be determined as a function of
      the extent to which the corresponding performance goals have been
      achieved.
    

    
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      14.4.   Form and Timing of Payment of Performance Awards and Annual
      Cash Profit Shares.
    

    
      Payment of the value earned under Performance Awards and Annual Cash
      Profit Shares shall be made, as determined by the Committee, in the
      form, at the time, and in the manner described in the applicable Award
      Agreement. Subject to the terms of this Plan, the Committee, in its sole
      discretion, (i) may pay the value earned under Performance Awards in the
      form of cash, shares of Stock, other Awards, or in a combination
      thereof, including shares of Stock and/or other Awards that are subject
      to any restrictions deemed appropriate by the Committee, and (ii) shall
      pay the value earned under Performance Awards and Annual Cash Profit
      Shares at the close of the applicable Performance Period, or as soon as
      reasonably practicable after the Committee has determined that the
      performance goal or goals relating thereto have been achieved; provided
      that, unless specifically provided in the Award Agreement, such payment
      shall occur no later than the fifteenth (15 th ) day of the
      third (3 rd ) month following the end of the calendar year in
      which the Performance Period ends.
    

    
      14.5.   Performance Conditions.
    

    
      The right of a Grantee to exercise or receive a grant or settlement of
      any Award, and the timing thereof, may be subject to such performance
      conditions as may be specified by the Committee. The Committee may use
      such business criteria and other measures of performance as it may deem
      appropriate in establishing any performance conditions. If and to the
      extent required under Code Section 162(m), any power or authority
      relating to an Award intended to qualify under Code Section 162(m) shall
      be exercised by the Committee and not the Board.
    

    
      14.6.   Performance Awards or Annual Cash Profit Shares Granted to
      Designated Covered Employees.
    

    
      If and to the extent that the Committee determines that a Performance
      Award or Annual Cash Profit Share to be granted to a Grantee who is
      designated by the Committee as likely to be a Covered Employee should
      constitute Qualified Performance-Based Compensation for purposes of Code
      Section 162(m), the grant, exercise, and/or settlement of such Award
      shall be contingent upon achievement of pre-established performance
      goals and other terms set forth in this Section 14.6 .
    

    
      14.6.1.    Performance Goals Generally.
    

    
      The performance goals for Performance Awards or Annual Cash Profit
      Shares shall consist of one or more business criteria and a targeted
      level or levels of performance with respect to each of such criteria, as
      specified by the Committee consistent with this Section 14.6
      . Performance goals shall be objective and shall otherwise meet the
      requirements of Code Section 162(m) including the requirement that the
      level or levels of performance targeted by the Committee result in the
      achievement of performance goals being “substantially uncertain.” The
      Committee may determine that such Awards shall be granted, exercised,
      and/or settled upon achievement of any single performance goal or of two
      (2) or more performance goals. Performance goals may differ for Awards
      granted to any one Grantee or to different Grantees.
    

    
      14.6.2.    Timing For Establishing Performance Goals.
    

    
      Performance goals shall be established not later than the earlier of (i)
      ninety (90) days after the beginning of any Performance Period
      applicable to such Awards and (ii) the date on which twenty-five percent
      (25%) of any Performance Period applicable to such Awards has expired,
      or at such other date as may be required or permitted for compensation
      paid to a Covered Employee to constitute Performance-Based Compensation.
    

    
      14.6.3.    Settlement of Awards; Other Terms.
    

    
      Settlement of such Awards shall be in cash, shares of Stock, other
      Awards, or a combination thereof, including shares of Stock and/or
      Awards that are subject to any restrictions deemed appropriate by the
      Committee, in each case as determined in the sole discretion of the
      Committee. The Committee may, in its sole discretion, reduce the amount
      of a settlement otherwise to be made in connection with such Awards. The
      Committee shall specify the circumstances in which such Performance
      Awards or Annual Cash Profit Shares shall be paid or forfeited in the
      event of termination of Service by the Grantee prior to the end of a
      Performance Period or settlement of such Awards. In the event payment of
      a Performance Award is made in the form of another Award subject to
      Service-based vesting, the Committee shall specify the circumstances in
      which the payment Award will be paid or forfeited in the event of a
      termination of Service.
    

    
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      14.6.4.    Performance Measures.
    

    
      The performance goals upon which the payment or vesting of a Performance
      Award or Annual Cash Profit Share to a Covered Employee that is intended
      to constitute Qualified Performance-Based Compensation may be
      conditioned shall be limited to the following Performance Measures, with
      or without adjustment (including pro forma adjustments):
    

    
      (a)       net earnings or net income;
    

    
      (b)      operating earnings;
    

    
      (c)       pretax earnings;
    

    
      (d)      earnings per share of Stock;
    

    
      (e)       total shareholder return;
    

    
      (f)       earnings before interest and taxes;
    

    
      (g)      earnings before interest, taxes, depreciation and/or
      amortization;
    

    
      (h)       earnings before interest, taxes, depreciation, and/or
      amortization as adjusted to exclude any one or more of the following:
    

    
      •          stock-based compensation expense;
    

    
      •          income from discontinued operations;
    

    
      •          gain on cancellation of debt;
    

    
      •          debt extinguishment and related costs;
    

    
      •          restructuring, separation, and/or integration charges and
      costs;
    

    
      •          reorganization and/or recapitalization charges and costs;
    

    
      •          impairment charges;
    

    
      •          merger-related events;
    

    
      •          gain or loss related to investments;
    

    
      •          sales and use tax settlements; and
    

    
      •          gain on non-monetary transactions;
    

    
      (i)        revenue growth or targets;
    

    
      (j)        gross or operating margins;
    

    
      (k)       return measures, including return on assets, capital or
      investment;
    

    
      (l)        cash flow, including:
    

    
      •          operating cash flow;
    

    
      •          free cash flow;
    

    
      •          levered free cash flow;
    

    
      •          cash flow return on equity; and
    

    
      •          cash flow return on investment;
    

    
      (m)     productivity ratios;
    

    
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      (n)       costs, reductions in costs, and cost control measures;
    

    
      (o)      expense targets;
    

    
      (p)      working capital targets;
    

    
      (q)      completion of acquisitions of businesses or companies;
    

    
      (r)        development of new lines of business or substantially
      expanding existing lines of business;
    

    
      (s)       completion of divestitures and asset sales;
    

    
      (t)        employee hiring, retention, and diversity;
    

    
      (u)       employee or customer satisfaction measurements;
    

    
      (v)       execution of contractual arrangements or satisfaction of
      contractual requirements or milestones;
    

    
      (w)      ratio of debt to stockholders’ equity;
    

    
      (x)       new campuses opened;
    

    
      (y)       regulatory approvals to operate in new states;
    

    
      (z)       maintenance of regional accreditation;
    

    
      (aa)    compliance with Title IV regulations;
    

    
      (bb)    sound financial, budgeting and operational practices;
    

    
      (cc)    faculty hiring and development;
    

    
      (dd)    curriculum and degree program development;
    

    
      (ee)    student academic performance;
    

    
      (ff)      information systems and technology;
    

    
      (gg)    recruitment of foreign students;
    

    
      (hh)    corporate partnerships and community college relations;
    

    
      (ii)       any combination of any of the foregoing business criteria.
    

    
      None of the foregoing, either at all or for particular periods, will be
      applied or interpreted to provide any commission, bonus, or other
      incentive payment based directly or indirectly upon success in securing
      enrollments or financial aid to any person or entity engaged in any
      student recruiting or admission activities or in making decisions
      regarding the awarding of funds under Title IV of the Higher Education
      Act, except as permitted by Applicable Law.
    

    
      Performance under any of the foregoing Performance Measures (i) may be
      used to measure the performance of (x) the Company, its Subsidiaries,
      and other Affiliates as a whole, (y) the Company, any Subsidiary, any
      other Affiliate, or any combination thereof, or (z) any one or more
      business units or operating segments of the Company, any Subsidiary,
      and/or any other Affiliate, in each case as the Committee, in its sole
      discretion, deems appropriate and (ii) may be compared to the
      performance of one or more other companies or one or more published or
      special indices designated or approved by the Committee for such
      comparison, as the Committee, in its sole discretion, deems appropriate.
      In addition, the Committee, in its sole discretion, may select
      performance under the Performance Measure specified in clause (e) above
      for comparison to performance under one or more stock market indices
      designated or approved by the Committee. The Committee shall also have
      the authority to provide for accelerated vesting of any Performance
      Award or Annual Cash Profit Share based on the achievement of
      performance goals pursuant to the Performance Measures specified in this Section 14
      .
    

    
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      14.6.5.    Evaluation of Performance.
    

    
      The Committee may provide in any Performance Award or Annual Cash Profit
      Share that any evaluation of performance may include or exclude any of
      the following events that occur during a Performance Period: (i) asset
      write-downs; (ii) litigation or claims, judgments, or settlements;
      (iii) the effect of changes in tax laws, accounting principles, or other
      laws or provisions affecting reported results; (iv) any reorganization
      or restructuring events or programs; (v) extraordinary, non-core,
      non-operating, or non-recurring items; (vi) acquisitions or
      divestitures; (vii) foreign exchange gains and losses; (viii) impact of
      shares of Stock purchased through share repurchase programs; (ix) tax
      valuation allowance reversals; (x) impairment expense; and (xi)
      environmental expense. To the extent such inclusions or exclusions
      affect Awards to Covered Employees that are intended to qualify as
      Performance-Based Compensation, such inclusions or exclusions shall be
      prescribed in a form that meets the requirements of Code Section 162(m)
      for deductibility.
    

    
      14.6.6.    Adjustment of Performance-Based Compensation.
    

    
      The Committee shall have the sole discretion to adjust Awards that are
      intended to qualify as Performance-Based Compensation, either on a
      formula or discretionary basis, or on any combination thereof, as the
      Committee determines consistent with the requirements of Code
      Section 162(m) for deductibility.
    

    
      14.6.7.    Committee Discretion.
    

    
      In the event that Applicable Laws change to permit Committee discretion
      to alter the governing Performance Measures without obtaining
      shareholder approval of such changes, the Committee shall have sole
      discretion to make such changes without obtaining shareholder approval,
      provided that the exercise of such discretion shall not be inconsistent
      with the requirements of Code Section 162(m). In addition, in the event
      that the Committee determines that it is advisable to grant Awards that
      shall not qualify as Performance-Based Compensation, the Committee may
      make such grants without satisfying the requirements of Code
      Section 162(m) and base vesting on Performance Measures other than those
      set forth in Section 14.6.4 .
    

    
      14.7.   Status of Awards Under Code Section 162(m).
    

    
      It is the intent of the Company that Awards under Section 14.6
      granted to Grantees who are designated by the Committee as likely to be
      Covered Employees shall, if so designated by the Committee, constitute
      Qualified Performance-Based Compensation within the meaning of Code
      Section 162(m). Accordingly, the terms of Section 14.6 ,
      including the definitions of Covered Employee and other terms used
      therein, shall be interpreted in a manner consistent with Code Section
      162(m). The foregoing notwithstanding, because the Committee cannot
      determine with certainty whether a given Grantee will be a Covered
      Employee with respect to a fiscal year that has not yet been completed,
      the term Covered Employee as used herein shall mean only a Grantee
      designated by the Committee, as of the Grant Date of an Award, as likely
      to be a Covered Employee with respect to that fiscal year. If any
      provision of the Plan, the applicable Award Agreement, or any other
      agreement relating to such Awards does not comply or is inconsistent
      with the requirements of Code Section 162(m), such provision shall be
      construed or deemed amended to the extent necessary to conform to such
      requirements.
    

    
      15.      PARACHUTE LIMITATIONS
    

    
      If any Grantee is a “disqualified individual,” as defined in Code
      Section 280G(c), then, notwithstanding any other provision of the Plan
      or of any other agreement, contract, or understanding heretofore or
      hereafter entered into by such Grantee with the Company or an Affiliate,
      except an agreement, contract, or understanding that expressly addresses
      Code Section 280G or Code Section 4999 (an “ Other Agreement
      ”), and notwithstanding any formal or informal plan or other arrangement
      for the direct or indirect provision of compensation to the Grantee
      (including groups or classes of Grantees or beneficiaries of which the
      Grantee is a member), whether or not such compensation is deferred, is
      in cash, or is in the form of a benefit to or for the Grantee (a “ Benefit
      Arrangement ”), any right of the Grantee to any exercise, vesting,
      payment or benefit under the Plan shall be reduced or eliminated:
    

    
      (a)        to the extent that such right to exercise, vesting, payment,
      or benefit, taking into account all other rights, payments, or benefits
      to or for the Grantee under the Plan, all Other Agreements, and all
      Benefit Arrangements, would cause any exercise, vesting, payment, or
      benefit to the Grantee under the Plan to be considered a “parachute
      payment” within the meaning of Code Section 280G(b)(2) as then in effect
      (a “ Parachute Payment ”); and
    

    
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      (b)        if, as a result of receiving such Parachute Payment, the
      aggregate after-tax amounts received by the Grantee from the Company
      under the Plan, all Other Agreements, and all Benefit Arrangements would
      be less than the maximum after-tax amount that could be received by the
      Grantee without causing any such payment or benefit to be considered a
      Parachute Payment.
    

    
      The Company shall accomplish such reduction by first reducing or
      eliminating any cash payments (with the payments to be made furthest in
      the future being reduced first), then by reducing or eliminating any
      accelerated vesting of Performance Awards, then by reducing or
      eliminating any accelerated vesting of Options or SARs, then by reducing
      or eliminating any accelerated vesting of Restricted Stock or Deferred
      Stock Units, then by reducing or eliminating any other remaining
      Parachute Payments.
    

    
      16.      REQUIREMENTS OF LAW
    

    
      16.1.   General.
    

    
      The Company shall not be required to offer, sell, or issue any shares of
      Stock under any Award, whether pursuant to the exercise of an Option, a
      SAR, or otherwise, if the offer, sale, or issuance of such shares of
      Stock would constitute a violation by the Grantee, the Company, an
      Affiliate, or any other person of any provision of the Company’s
      certificate of incorporation or bylaws or of Applicable Laws, including
      any federal or state securities laws or regulations. If at any time the
      Company shall determine, in its discretion, that the listing,
      registration, or qualification of any shares of Stock subject to an
      Award upon any Stock Exchange or Securities Market or under any
      governmental regulatory body is necessary or desirable as a condition
      of, or in connection with, the offering, sale, issuance, or purchase of
      shares of Stock in connection with any Award, no shares of Stock may be
      offered, sold, or issued to the Grantee or any other person under such
      Award, whether pursuant to the exercise of an Option, a SAR, or
      otherwise, unless such listing, registration, or qualification shall
      have been effected or obtained free of any conditions not acceptable to
      the Company, and any delay caused thereby shall in no way affect the
      date of termination of such Award. Without limiting the generality of
      the foregoing, upon the exercise of any Option or any SAR that may be
      settled in shares of Stock or the delivery of any shares of Stock
      underlying an Award, unless a registration statement under the
      Securities Act is in effect with respect to the shares of Stock subject
      to such Award, the Company shall not be required to offer, sell, or
      issue such shares of Stock unless the Committee shall have received
      evidence satisfactory to it that the Grantee or any other person
      exercising such Option or SAR or accepting delivery of such shares may
      acquire such shares of Stock pursuant to an exemption from registration
      under the Securities Act. Any determination by the Committee in
      connection with the foregoing shall be final, binding, and conclusive.
      The Company may register, but shall in no event be obligated to
      register, any shares of Stock or other securities issuable pursuant to
      the Plan pursuant to the Securities Act. The Company shall not be
      obligated to take any affirmative action in order to cause the exercise
      of an Option or a SAR or the issuance of shares of Stock or other
      securities issuable pursuant to the Plan or any Award to comply with any
      Applicable Laws. As to any jurisdiction that expressly imposes the
      requirement that an Option or SAR that may be settled in shares of Stock
      shall not be exercisable until the shares of Stock subject to such
      Option or SAR are registered under the securities laws thereof or are
      exempt from such registration, the exercise of such Option or SAR under
      circumstances in which the laws of such jurisdiction apply shall be
      deemed conditioned upon the effectiveness of such registration or the
      availability of such an exemption.
    

    
      16.2.   Rule 16b-3.
    

    
      During any time when the Company has any class of equity security
      registered under Section 12 of the Exchange Act, it is the intent of the
      Company that Awards pursuant to the Plan and the exercise of Options and
      SARs granted hereunder that would otherwise be subject to Section 16(b)
      of the Exchange Act shall qualify for the exemption provided by Rule
      16b-3 under the Exchange Act. To the extent that any provision of the
      Plan or action by the Board or the Committee does not comply with the
      requirements of Rule 16b-3, it shall be deemed inoperative with respect
      to such Awards to the extent permitted by law and deemed advisable by
      the Board or Committee, and shall not affect the validity of the Plan.
      In the event that Rule 16b-3 is revised or replaced, the Committee may
      exercise its discretion to modify this Plan in any respect necessary or
      advisable in its judgment to satisfy the requirements of, or to permit
      the Company to avail itself of the benefits of, the revised exemption or
      its replacement.
    

    
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      17.      EFFECT OF CHANGES IN CAPITALIZATION
    

    
      17.1.   Changes in Stock.
    

    
      If the number of outstanding shares of Stock is increased or decreased
      or the shares of Stock are changed into or exchanged for a different
      number of share or kind of capital stock or other securities of the
      Company on account of any recapitalization, reclassification, stock
      split, reverse stock split, spin-off, combination of stock, exchange of
      stock, stock dividend or other distribution payable in capital stock, or
      other increase or decrease in such Stock effected without receipt of
      consideration by the Company occurring after the Amendment Date, the
      number and kinds of shares of capital stock for which grants of Options
      and other Awards may be made under the Plan, including, without
      limitation, the Share Limit set forth in Section 4.1 and the
      individual limits set forth in Section 6.2 , shall be
      adjusted proportionately and accordingly by the Committee. In addition,
      the number and kind of shares of capital stock for which Awards are
      outstanding shall be adjusted proportionately and accordingly by the
      Committee so that the proportionate interest of the Grantee immediately
      following such event shall, to the extent practicable, be the same as
      immediately before such event. Any such adjustment in outstanding
      Options or SARs shall not change the aggregate Option Price or SAR Price
      payable with respect to shares that are subject to the unexercised
      portion of an outstanding Option or SAR, as applicable, but shall
      include a corresponding proportionate adjustment in the per share Option
      Price or SAR Price, as applicable. The conversion of any convertible
      securities of the Company shall not be treated as an increase in shares
      effected without receipt of consideration. Notwithstanding the
      foregoing, in the event of any distribution to the Company’s
      shareholders of securities of any other entity or other assets
      (including an extraordinary dividend, but excluding a non-extraordinary
      dividend, declared and paid by the Company) without receipt of
      consideration by the Company, the Board or the Committee shall, in such
      manner as the Board or the Committee deems appropriate, adjust (i) the
      number and kind of shares of capital stock subject to outstanding Awards
      and/or (ii) the aggregate and per share Option Price of outstanding
      Options and the aggregate and per share SAR Price of outstanding Stock
      Appreciation Rights, as applicable, to reflect such distribution.
    

    
      17.2.   Reorganization in Which the Company Is the Surviving Entity
      Which Does not Constitute a Change in Control.
    

    
      Subject to Section 17.3 , if the Company shall be the
      surviving entity in any reorganization, merger, or consolidation of the
      Company with one or more other entities which does not constitute a
      Change in Control, any Award theretofore granted pursuant to the Plan
      shall pertain to and apply to the securities to which a holder of the
      number of shares of Stock subject to such Award would have been entitled
      immediately following such reorganization, merger, or consolidation,
      with a corresponding proportionate adjustment of the per share Option
      Price and SAR Price so that the aggregate Option Price or SAR Price
      thereafter shall be the same as the aggregate Option Price or SAR Price
      of the shares of Stock remaining subject to the Option or SAR
      immediately prior to such reorganization, merger, or consolidation.
      Subject to any contrary language in an Award Agreement, in another
      agreement with the Grantee, or as otherwise set forth in writing, any
      restrictions applicable to such Award shall apply as well to any
      replacement shares subject to such Award or received by the Grantee as a
      result of the reorganization, merger, or consolidation. In the event of
      a transaction described in this Section 17.2 , Performance
      Awards shall be adjusted (including any adjustment to the Performance
      Measures applicable to such Awards deemed appropriate by the Committee)
      so as to apply to the securities that a holder of the number of shares
      of Stock subject to the Performance Awards would have been entitled to
      receive immediately following such reorganization, merger, or
      consolidation .
    

    
      17.3.   Change in Control in which Awards are not Assumed.
    

    
      Except as otherwise provided in the applicable Award Agreement, in
      another agreement with the Grantee, or as otherwise set forth in
      writing, upon the occurrence of a Change in Control in which outstanding
      Awards are not being assumed or continued, the following provisions
      shall apply to such Award, to the extent not assumed or continued:
    

    
      (i) Immediately prior to the occurrence of such Change in Control, in
      each case with the exception of any Performance Award, all outstanding
      shares of Restricted Stock and all Stock Units, Deferred Stock Units,
      and Dividend Equivalent Rights shall be deemed to have vested, and all
      shares of Stock and/or cash subject to such Awards shall be delivered;
      and
    

    
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      (ii) Either of the following two (2) actions shall be taken:
    

    
      (a) At least fifteen (15) days prior to the scheduled consummation of
      such Change in Control, all Options and SARs outstanding hereunder shall
      become immediately exercisable and shall remain exercisable for a period
      of fifteen (15) days. Any exercise of an Option or SAR during this
      fifteen (15)-day period shall be conditioned upon the consummation of
      the Change in Control and shall be effective only immediately before the
      consummation thereof, and upon consummation of such Change in Control,
      the Plan and all outstanding but unexercised Options and SARs shall
      terminate, with or without consideration (including, without limitation,
      consideration in accordance with clause (b) below) as determined by the
      Committee in its sole discretion. The Committee shall send notice of an
      event that shall result in such a termination to all persons who hold
      Options and SARs not later than the time at which the Company gives
      notice thereof to its shareholders.
    

    
      or
    

    
      (b) The Committee may elect, in its sole discretion, to cancel any
      outstanding Awards of Options, SARs, Restricted Stock, Stock Units,
      Deferred Stock Units, and/or Dividend Equivalent Rights and pay or
      deliver, or cause to be paid or delivered, to the holder thereof an
      amount in cash or securities having a value (as determined by the
      Committee acting in good faith), in the case of Restricted Stock, Stock
      Units, Deferred Stock Units, and Dividend Equivalent Rights (for shares
      of Stock subject thereto), equal to the formula or fixed price per share
      paid to holders of shares of Stock pursuant to such Change in Control
      and, in the case of Options or SARs, equal to the product of the number
      of shares of Stock subject to the Option or SAR, multiplied by the
      amount, if any, by which (I) the formula or fixed price per share paid
      to holders of shares of Stock pursuant to such transaction exceeds (II)
      the Option Price or SAR Price applicable to such Options or SARs.
    

    
      (iii) For Performance Awards, i f less than half of the Performance
      Period has lapsed, such Award s shall be treated as though target
      performance has been achieved. If at least half of the Performance
      Period has lapsed, actual performance to date shall be determined as of
      a date reasonably proximal to the date of consummation of the Change in
      Control as determined by the Committee in its sole discretion, and that
      level of performance thus determined shall be treated as achieved
      immediately prior to occurrence of the Change in Control. For purposes
      of the preceding sentence, if, based on the discretion of the Committee,
      actual performance is not determinable, the Performance Awards shall be
      treated as though target performance has been achieved. After
      application of this Section 17.3(iii) , if any Awards arise from
      application of this Section 17 , such Awards shall be settled
      under the applicable provision of Section 17.3(i) and (ii)
      .
    

    
      (iv) Other-Equity Based Awards shall be governed by the terms of the
      applicable Award Agreement.
    

    
      With respect to the Company’s establishment of an exercise window, (i)
      any exercise of an Option or SAR during such fifteen (15)-day period
      shall be conditioned upon the consummation of the event and shall be
      effective only immediately before the consummation of the event, and
      (ii) upon consummation of any Change in Control, the Plan and all
      outstanding but unexercised Options and SARs shall terminate. The Board
      shall send notice of an event that will result in such a termination to
      all individuals and entities who hold Options and SARs not later than
      the time at which the Company gives notice thereof to its shareholders.
    

    
      17.4.   Change in Control in which Awards are Assumed.
    

    
      Except as otherwise provided in the applicable Award Agreement, in
      another agreement with the Grantee, or as otherwise set forth in
      writing, upon the occurrence of a Change in Control in which outstanding
      Awards are being assumed or continued, the following provisions shall
      apply to such Award, to the extent assumed or continued:
    

    
      The Plan, Options, SARs, Restricted Stock, Stock Units, Deferred Stock
      Units, Dividend Equivalent Rights, and Other Equity-Based Awards
      theretofore granted under the Plan shall continue in the manner and
      under the terms so provided in the event of any Change in Control to the
      extent that provision is made in writing in connection with such Change
      in Control for the assumption or continuation of such Awards theretofore
      granted, or for the substitution for such Awards for new stock options,
      stock appreciation rights, restricted stock, deferred stock units,
      unrestricted stock, dividend equivalent rights, and other equity-based
      awards relating to the capital stock of a successor entity, or a parent
      or subsidiary thereof, with appropriate adjustments as to the number of
      shares (disregarding any consideration that is not common stock) and
      exercise prices of options and stock appreciation rights. In the event a
      Grantee’s Award is assumed, continued or substituted upon the
      consummation of any Change in Control and his employment is terminated
      without Cause within six (6) months following the consummation of such
      Change in Control, the Grantee’s Award will be fully vested and may be
      exercised in full, to the extent applicable, beginning on the date of
      such termination and for the one (1)-year period immediately following
      such termination or for such longer period as the Committee shall
      determine.
    

    
      A-24
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      17.5.   Adjustments
    

    
      Adjustments under this Section 17 related to shares of Stock
      or other securities of the Company shall be made by the Committee, whose
      determination in that respect shall be final, binding and conclusive. No
      fractional shares or other securities shall be issued pursuant to any
      such adjustment, and any fractions resulting from any such adjustment
      shall be eliminated in each case by rounding downward to the nearest
      whole share. The Committee may provide in the Award Agreement as of the
      Grant Date, in another agreement with the Grantee, or otherwise in
      writing at any time thereafter with the consent of the Grantee, for
      different provisions to apply to an Award in place of those described in Sections 17.1,
      17.2, 17.3 and 17.4 . This Section 17
      shall not limit the Committee’s ability to provide for alternative
      treatment of Awards outstanding under the Plan in the event of change in
      control events involving the Company that are not a Change in Control
      hereunder.
    

    
      17.6.   No Limitations on Company.
    

    
      The making of Awards pursuant to the Plan shall not affect or limit in
      any way the right or power of the Company to make adjustments,
      reclassifications, reorganizations, or changes of its capital or
      business structure or to merge, consolidate, dissolve, or liquidate, or
      to sell or transfer all or any part of its business or assets (including
      all or any part of the business or assets of any Subsidiary or other
      Affiliate) or to engage in any other transaction or activity .
    

    
      18.      GENERAL PROVISIONS
    

    
      18.1.   Disclaimer of Rights.
    

    
      No provision in the Plan, any Award, or any Award Agreement shall be
      construed (i) to confer upon any person the right to remain in the
      Service of the Company or an Affiliate, (ii) to interfere in any way
      with any contractual or other right or authority of the Company or an
      Affiliate either to increase or decrease the compensation or other
      payments to any person at any time, or (iii) to terminate any Service or
      other relationship between any Person and the Company or an Affiliate.
      In addition, notwithstanding any provision of the plan to the contrary,
      unless otherwise stated in the applicable Award Agreement, in another
      agreement with the Grantee, or otherwise in writing, no Award granted
      under the Plan shall be affected by any change of duties or position of
      the Grantee, so long as such Grantee continues to provide Service. The
      obligation of the Company to pay any benefits pursuant to this Plan
      shall be interpreted as a contractual obligation to pay only those
      amounts described herein, in the manner and under the conditions
      prescribed herein. The Plan and Awards shall in no way be interpreted to
      require the Company to transfer any amounts to a third party trustee or
      otherwise hold any amounts in trust or escrow for payment to any Grantee
      or beneficiary under the terms of the Plan.
    

    
      18.2.   Nonexclusivity of the Plan.
    

    
      Neither the adoption of the Plan nor the submission of the Plan to the
      shareholders of the Company for approval shall be construed as creating
      any limitations upon the right and authority of the Board or the
      Committee to adopt such other incentive compensation arrangements (which
      arrangements may be applicable either generally to a class or classes of
      individuals or specifically to a particular individual or particular
      individuals) as the Board or the Committee in their discretion
      determines desirable.
    

    
      18.3.   Withholding Taxes.
    

    
      The Company or an Affiliate, as the case may be, shall have the right to
      deduct from payments of any kind otherwise due to a Grantee any federal,
      state, or local taxes of any kind required by Applicable Law to be
      withheld with respect to the vesting of or other lapse of restrictions
      applicable to an Award or the issuance of any shares of Stock or cash
      upon the exercise of, settlement of, or otherwise with respect to, an
      Award. At the time of such vesting, lapse, exercise, settlement, or
      other payment, the Grantee shall pay in cash to the Company or such
      Affiliate, as the case may be, any amount that the Company or such
      Affiliate may reasonably determine to be necessary to satisfy such
      withholding obligation; provided , however , that if there
      is a same day sale of shares of Stock subject to an Award, the Grantee
      shall pay such withholding obligation on the day that the same day sale
      is completed. Subject to the prior approval of the Company or an
      Affiliate, which may be withheld by the Company or such Affiliate, as
      the case may be, in its sole discretion, the Grantee may elect to
      satisfy such withholding obligations, in whole or in part, (i) by
      causing the Company or an Affiliate to withhold shares of Stock
      otherwise issuable to the Grantee or (ii) by delivering to the Company
      or an Affiliate shares of Stock already owned by the Grantee. The shares
      of Stock so delivered or withheld shall have an aggregate Fair Market
      Value equal to such withholding obligations. The Fair Market Value of
      the shares of Stock used to satisfy such withholding obligations shall
      be determined by the Company or an Affiliate as of the date on which the
      amount of tax to be withheld is to be determined. A Grantee who has made
      an election pursuant to this Section 18.3 may satisfy his or
      her withholding obligations only with shares of Stock that are not
      subject to any repurchase, forfeiture, unfulfilled vesting, or other
      similar requirements. The maximum number of shares of Stock that may be
      withheld from any Award to satisfy any federal, state, or local tax
      withholding requirements upon the exercise, vesting, lapse of
      restrictions applicable to such Award, or payment of shares of Stock
      pursuant to such Award, as applicable, cannot exceed such number of
      shares of Stock having a Fair Market Value equal to the minimum
      statutory amount required by the Company or an Affiliate to be withheld
      and paid to any such federal, state, or local taxing authority with
      respect to such vesting, lapse, exercise, settlement, or other payment.
    

    
      A-25
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      18.4.   Captions.
    

    
      The use of captions in this Plan or any Award Agreement is for
      convenience of reference only and shall not affect the meaning of any
      provision of the Plan or such Award Agreement.
    

    
      18.5.   Other Provisions.
    

    
      Each Award granted under the Plan may contain such other terms and
      conditions not inconsistent with the Plan as may be determined by the
      Committee, in its sole discretion.
    

    
      18.6.   Number and Gender.
    

    
      With respect to words used in this Plan, the singular form shall include
      the plural form, the masculine gender shall include the feminine gender,
      etc., as the context requires.
    

    
      18.7.   Severability.
    

    
      If any provision of the Plan or any Award Agreement shall be determined
      to be illegal or unenforceable by any court of law in any jurisdiction,
      the remaining provisions hereof and thereof shall be severable and
      enforceable in accordance with their terms, and all provisions shall
      remain enforceable in any other jurisdiction.
    

    
      18.8.   Governing Law
    

    
      The validity and construction of this Plan and the instruments
      evidencing the Awards hereunder shall be governed by, and construed and
      interpreted in accordance with, the laws of the State of Maryland, other
      than any conflicts or choice of law rule or principle that might
      otherwise refer construction or interpretation of this Plan and the
      instruments evidencing the Awards granted hereunder to the substantive
      laws of any other jurisdiction.
    

    
      18.9.   Section 409A of the Code.
    

    
      The Plan is intended to comply with Code Section 409A to the extent
      subject thereto, and, accordingly, to the maximum extent permitted, the
      Plan will be interpreted and administered to be in compliance with Code
      Section 409A. Any payments described in the Plan that are due within the
      Short-Term Deferral Period will not be treated as deferred compensation
      unless Applicable Laws require otherwise. Notwithstanding any provision
      of the Plan to the contrary, to the extent required to avoid accelerated
      taxation and tax penalties under Code Section 409A, amounts that would
      otherwise be payable and benefits that would otherwise be provided
      pursuant to the Plan during the six (6)-month period immediately
      following the Grantee’s Separation from Service will instead be paid on
      the first payroll date after the six (6)-month anniversary of the
      Grantee’s Separation from Service (or the Grantee’s death, if earlier).
    

    
      A-26
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Furthermore, notwithstanding anything in the Plan to the contrary, in
      the case of an Award that is characterized as deferred compensation
      under Code Section 409A, and pursuant to which settlement and delivery
      of the cash or shares of Stock subject to the Award is triggered based
      on a Change in Control, in no event will a Change in Control be deemed
      to have occurred for purposes of such settlement and delivery of cash or
      shares of Stock if the transaction is not also a “change in the
      ownership or effective control of” the Company or “a change in the
      ownership of a substantial portion of the assets of” the Company as
      determined under Treasury Regulation Section 1.409A-3(i)(5) (without
      regard to any alternative definition thereunder). If an Award
      characterized as deferred compensation under Code Section 409A is not
      settled and delivered on account of the provision of the preceding
      sentence, the settlement and delivery shall occur on the next succeeding
      settlement and delivery triggering event that is a permissible
      triggering event under Code Section 409A. No provision of this paragraph
      shall in any way affect the determination of a Change in Control for
      purposes of vesting in an Award that is characterized as deferred
      compensation under Code Section 409A.
    

    
      Notwithstanding the foregoing, neither the Company nor the Committee
      will have any obligation to take any action to prevent the assessment of
      any excise tax or penalty on any Grantee under Code Section 409A, and
      neither the Company or an Affiliate nor the Board or the Committee will
      have any liability to any Grantee for such tax or penalty.
    

    
      *    *    *
    

    
      A-27
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      To record adoption of this amended and restated Plan by the Board as of
      February 4, 2015, and approval of this amended and restated Plan by the
      shareholders on May 5, 2015, the Company has caused its authorized
      officer to execute the Plan.
    

    

    


    	
           
        	
          STRAYER EDUCATION, INC.
        
	

        	
          By:
        	
          /s/ Viet D. Dinh
        
	

        	
          Title:
        	
          General Counsel and Secretary
        


    

    
      Signature Page to the Strayer Education, Inc. 2015 Equity
      Compensation Plan