Exhibit
10.1


EXECUTION
COPY


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into as of this fifth  (5th) day of March, 2007 (the “Effective
Date”) by and among GARY E. McCULLOUGH (“Executive”), CAREER EDUCATION
CORPORATION, a Delaware corporation (the “Company”), and CEC Employee Group,
LLC (“Employee Group”), a wholly-owned subsidiary of Company.


RECITALS


WHEREAS, the Company and
Employee Group wish to employ Executive, and Executive wishes to accept such
employment, on the terms and conditions set forth in this Agreement;


ACCORDINGLY, in
consideration of the mutual covenants set out herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the parties hereto, the Company, Employee Group and
Executive hereby agree as follows:


1.
Employment. The Company hereby employs Executive, and
Executive hereby accepts employment with the Company, as President and Chief
Executive Officer of the Company. 
Executive shall report to the Board of Directors of the Company (the “Board”)
and shall devote all of his business time and services to the business and
affairs of the Company.  Executive shall
also perform such other executive-level duties consistent with his position as
President and Chief Executive Officer as may be assigned by the Board from time
to time. Executive shall serve on the Board and may also serve as a director or
officer of any of the Company’s operating subsidiaries if Executive shall be
elected to such position, for no additional compensation or benefits. To the
extent that such activities do not inhibit Executive from performing his duties
to the Company, nothing in this Agreement shall preclude Executive from (a)
service as a director of any other entity in accordance with Company policy,
(b) service to any civic, religious, charitable or similar type organization,
(c) public speaking engagements, and (d) management of personal and family
investments. The duties and services to be performed by Executive hereunder
shall be substantially rendered at the Company’s principal offices, except for
reasonable travel on the Company’s business incident to the performance of
Executive’s duties.


2.
Compensation. As compensation for Executive’s services
provided hereunder, the Company agrees to provide the following compensation:


2.1. Base Salary.
During the term of this Agreement, the Company agrees to pay to Executive an
initial base salary at the rate of $800,000 per annum commencing on the date
hereof (“Base Salary”), pro rated for 2007 from the Effective Date. The Base
Salary shall be subject to annual review by the compensation committee of the
Board (the “Committee”) and may be increased by the Committee in their sole and
absolute discretion but may not be decreased as long as Executive remains a
full-time employee. Such salary shall be payable to Executive in such equal
periodic payments as the Company generally pays its employees, but in no event
less frequently than monthly.



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2.2. Cash Bonus and
Equity Compensation Awards.


2.2.1                        Bonus.  Executive shall be eligible for a
performance-based annual cash bonus for each fiscal year of the Term (the “Cash
Bonus”). The Cash Bonus shall be based upon annual quantitative and qualitative
performance targets as established by the Committee in its sole discretion in
accordance with the Company’s bonus plan; provided, that Executive’s
annual bonus level target shall be set at one hundred percent (100%) of Base
Salary; provided  further, that the maximum Cash Bonus for which
Executive will be eligible to be paid in any fiscal year shall not exceed two
hundred percent (200%) of Base Salary. For fiscal year 2007, Executive shall be
entitled to a guaranteed Cash Bonus not less than fifty percent (50%) of Base
Salary, prorated by the number of days in the fiscal year during which
Executive was employed by the Company. Subject to and in accordance with
Section 6.15, any Cash Bonus payable hereunder shall be payable, if at all,
after the date of the delivery of the audited financial statements for the
applicable fiscal year.


2.2.2                        Initial Stock Award Grant.  On the Effective Date, the Company shall
grant to Executive, under the Company’s 1998 Employee Incentive Compensation
Plan (the “Stock Plan”), 27,250
shares of restricted stock and an option to purchase 114,050 shares of Company stock (the “Initial Grant”). The Initial
Grant shall be made in accordance with, and subject to, the terms of the Stock
Plan and applicable law. The stock option award portion of the Initial Grant
shall vest in four (4) equal installments on each of the first four (4)
anniversaries of the grant date, and will be in the form and substance as set
forth in Exhibit A to this Agreement. 
The restricted stock award portion of the Initial Grant will be in the
form and substance as set forth in Exhibit B to this Agreement.  The Board may, in its sole discretion, grant
further incentive compensation awards to Executive from time to time.


2.2.3 Inducement Grant. On the Effective Date,
the Company shall also grant to Executive, under the Stock Plan, 25,250 shares of restricted stock and
an option to purchase 33,150
shares of Company stock (the “Inducement Grant”).  The Inducement Grant shall be made in
accordance with, and subject to, the terms of the Stock Plan and applicable law.
The stock option award portion of the Inducement Grant shall vest in four (4)
equal installments on each of the first four (4) anniversaries of the grant
date, and will be in the form and substance as set forth in Exhibit C to
this Agreement.  The restricted stock
award portion of the Inducement Grant will be in the form and substance as set
forth in Exhibit D to this Agreement.


2.2.4 Signing Bonus Grant.  On the Effective Date, the Company shall also
grant to Executive 72,000 shares of restricted stock and an option to purchase
55,350 shares of Company stock (the “Signing Bonus Grant”). Such restricted
stock and stock options issued pursuant to the Signing Bonus Grant shall vest
fifty percent (50%) on the first anniversary of the grant date and the remainder
shall vest on the second anniversary of the grant date.  The stock option award portion of the Signing
Bonus Grant shall be made 



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in accordance with, and subject to, the terms of the
Stock Plan and applicable law, and will be in the form and substance as set
forth in Exhibit E to this Agreement. 
The restricted stock award portion of the Signing Bonus Grant shall be
made in accordance with applicable law, and will be in the form and substance
as set forth in Exhibit F to this Agreement.


2.3. Fringe Benefits.


(a) The Company shall,
during the Term of Executive’s employment under this Agreement: (1) provide
Executive and his eligible dependents with health and hospitalization, dental
and disability insurance under the Company’s or its subsidiaries group policy
on terms comparable to those provided to other executive officers of the
Company; (2) provide Executive with such retirement, paid vacations (in the
case of Executive, at least four (4)  weeks
of paid vacation per year), non-contributory term life insurance and other
fringe benefits as the Company provides to its executive officers in accordance
with the usual and ordinary practices of the Company; (3) pay, in accordance
with Company policies and upon submission of appropriate vouchers and supporting
documentation, all ordinary and necessary expenses incurred by Executive in the
performance of his duties, including, without limitation, travel, lodging and
reasonable entertainment expenses; and (4) provide such other benefits as are
generally made available to executive officers of the Company.


(b) Subject to and in
accordance with Section 6.15, the Company shall reimburse Executive for (1) his
reasonable costs and expenses (including fees and disbursements of Executive’s
Financial Advisor up to $20,000 and fees and disbursement of counsel) incurred
by Executive in connection with negotiating and drafting this Agreement up to
$75,000 (or such greater amount as may be approved as reasonable by the
Committee) and  (2) his reasonable
relocation expenses, including home sale assistance, in accordance with, and
subject to the terms and conditions set forth in the Company’s Relocation
Assistance Program (Tier A) (the “Relocation Plan”), a copy of which has been
provided to Executive. Executive undertakes to list his primary residence in
Ohio (the “Residence”) for sale, with a nationally recognized real estate
agency, within one hundred eighty (180) days of the Effective Date at a fair
market value.  Notwithstanding the
terms of the Relocation Plan, (i) the Company will provide temporary living to
Executive and reimburse travel expenses of Executive for up to one hundred
eighty (180) days after the Effective Date, and (ii) if a contract to purchase
the Residence is not entered into within a sixty (60) day period following such
listing for sale, the Company agrees to purchase the Residence from Executive
based upon the average price of three (3) market-based appraisals, chosen by
the Company or as otherwise agreed between Executive and the Company.


2.4. Severance Benefits.


(a) Death. If Executive’s employment under this
Agreement is terminated by reason of his death:


(1)          The Company shall pay or
cause to be paid to such person or persons as Executive shall have designated
for that purpose in a notice filed with the Company, or, if no such person
shall have been so designated, to his estate, 



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within thirty (30) days
of the Date of Termination, the amount of (i) any accrued but unpaid Base
Salary, (ii) any accrued but unpaid Cash Bonus with respect to the Company’s
fiscal year prior to the fiscal year in which the Date of Termination occurs,
and (iii) the amount of Executive’s Accrued Current Year Bonus (as defined
below) for the fiscal year in which the Date of Termination occurs multiplied
by a fraction, the numerator of which is the number of days from the first day
of the fiscal year of the Company in which such termination occurs through and
including the Date of Termination and the denominator of which is 365 (the “Pro
Rata Bonus”), and the Company thereafter shall have no further obligation to
Executive under this Agreement, other than under Sections 2.3(b) and 2.4(a)(2)
and for payment of any amounts or benefits accrued and vested under any
retirement plan, profit sharing plan, employee benefit plan, equity incentive
plan or life insurance policy maintained by the Company (“Benefit Plan”) or
otherwise in accordance with applicable law. The “Accrued Current Year Bonus”
shall be the average of the Cash Bonus paid to Executive in respect of the last
two (2) fiscal years ending prior to the Date of Termination (or where such
period includes a period prior to the Effective Date, the target bonus for the
fiscal year in which the Date of Termination occurs).


(2)          All stock options and
restricted stock awarded to Executive pursuant to the Initial Grant, the
Signing Bonus Grant and the Inducement Grant shall accelerate and shall become
fully vested and immediately exercisable as of the Date of Termination.


(b) Disability. If Executive’s employment under
this Agreement is terminated by reason of his Disability (as defined in Section
3.7):


(1)          The Company shall pay or
cause to be paid to Executive, within thirty (30) days of the Date of
Termination, the amount of (i) any accrued but unpaid Base Salary, (ii) any
accrued but unpaid Cash Bonus with respect to the Company’s fiscal year prior
to the fiscal year in which the Date of Termination occurs, and (iii) the Pro
Rata Bonus, and the Company thereafter shall have no further obligation to
Executive under this Agreement, other than under Sections 2.3(b) and 2.4(b)(2)
and for payment of any amounts or benefits accrued and vested under any Benefit
Plan, including but not limited to any long-term or short-term disability plan
or program, or otherwise in accordance with applicable law.


(2)          All stock options and
restricted stock awarded to Executive pursuant to the Initial Grant, the
Signing Bonus Grant and the Inducement Grant shall accelerate and shall become
fully vested and immediately exercisable as of the Date of Termination.


(c) By the Company for Cause or by Executive
Without Good Reason. If Executive’s employment is terminated by the Company
for Cause, or if Executive terminates his 



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employment other than for Good Reason, the Company
shall pay or cause to be paid to Executive, within thirty (30) days of the Date
of Termination, the amount of any accrued but unpaid Base Salary, plus any
accrued but unpaid Cash Bonus with respect to the Company’s fiscal year prior
to the fiscal year in which the Date of Termination occurs, and the Company
thereafter shall have no further obligation to Executive under this Agreement,
other than for payment of any amounts or benefits accrued and vested under any
Benefit Plan or otherwise in accordance with applicable law. Effective upon the
Date of Termination, any unvested portions of the Initial Grant, the Signing
Bonus Grant and Inducement Grant shall be forfeited in full by Executive.


(d) By Executive for Good Reason or by the Company
other than for Cause. Subject to the provisions of Sections 2.4(e), (f),
and (g), if the Company terminates Executive’s employment without Cause,
Executive terminates his employment for Good Reason, or the Company terminates
Executive’s employment by providing written notice of intent not to extend the
Term as described in Section 3.1, then the Company shall pay, cause to be paid
or provide to Executive the following benefits (collectively, the “Severance
Benefits”):


(1)          within thirty (30) days
of his Date of Termination, (A) any accrued but unpaid Base Salary up to the
Date of Termination and (B) any accrued but unpaid Cash Bonus with respect to
the Company’s fiscal year prior to the year in which the Date of Termination
occurs;


(2)          within thirty (30) days
of his Date of Termination, the Pro Rata Bonus;


(3)          continuation of Base
Salary for a period of two (2) years following the Date of Termination, to be
paid in equal periodic payments as the Company generally pays its employees but
in no event less frequently than monthly;


(4)          a lump sum cash payment
equal to two (2) times the average of the Cash Bonus paid to Executive in
respect of the last two (2) fiscal years ending prior to the Date of
Termination (or where such period includes a period prior to the Effective
Date, the target bonus for the fiscal year in which the Date of Termination
occurs), which lump sum cash payment shall be made within thirty (30) days of
the Date of Termination;


(5)          for two (2) years
following the Date of Termination (regardless of the end of the COBRA period),
the Company shall provide at its full cost (including by payment of premiums,
by the Company on an after-tax basis) continued health, dental, and vision
benefit coverage and life and disability insurance coverage for Executive and,
where applicable, Executive’s spouse and eligible dependents, at the same or
greater benefit levels in effect immediately prior to Executive’s termination,
plus a cash payment equal on an after-tax basis to the amount of the Company’s
contributions that would have otherwise been made under the Company qualified
and non-qualified retirement plans during such two-year period (assuming
Executive made full employee contributions to 



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such plans); provided,
however, that, notwithstanding the foregoing, the benefits described in this
Section 2.4(d)(5) may be discontinued prior to the end of the period provided
in this Section 2.4(d)(5) to the extent, but only to the extent, that Executive
receives substantially similar benefits from a subsequent employer.   The provision of health benefit coverage
under this Section 2.4(d)(5) will be considered continuation coverage for
purposes of COBRA.


In addition to the Severance Benefits set forth above,
if the Company terminates Executive’s employment without Cause, Executive
terminates his employment for Good Reason, or the Company terminates Executive’s
employment by providing written notice of intent not to extend the Term as
described in Section 3.1, all stock options and restricted stock awarded to
Executive pursuant to the Signing Bonus Grant and the Inducement Grant shall
accelerate and shall become fully vested and immediately exercisable as of the
Date of Termination.


(e) Conditions to Receipt of Severance Benefits
under Section 2.4(d). As a condition to receiving any Severance Benefits to
which Executive may otherwise be entitled under Sections 2.4(d)(3)-(5) and 3.6,
the Company may request Executive to execute a release (the “Release”), in a
form and substance reasonably satisfactory to the Company and consented to by
Executive whose consent shall not be unreasonably withheld of any claims,
whether arising under Federal, state or local statute, common law or otherwise,
against the Company and its direct or indirect subsidiaries that arise or may
have arisen on or before the date of the Release, other than any claims under
this Agreement or any equity or incentive compensation award agreements
(including, without limitation, the award agreements relating to the Initial
Grant, Inducement Grant, and Signing Bonus Grant), any rights to
indemnification from the Company and its direct or indirect subsidiaries
pursuant to any provisions of the Company’s (or any of its subsidiaries’)
articles of incorporation or by-laws or any directors and officers liability
insurance policies maintained by the Company or any payment, provision of
benefit or other claim under any Benefit Plan. If Executive unreasonably fails
or otherwise refuses to execute a Release within sixty (60) days after the
Company’s request to do so, Executive will not be entitled to any Severance
Benefits under Sections 2.4(d)(3)-(5) and 3.6 and the Company shall have no
further obligations with respect to the payment of such Severance Benefits;
provided, however, that notwithstanding anything in this Section 2.4(e) to the
contrary, Executive shall not be required, nor shall he forfeit entitlement to
Severance Benefits nor will the Company be relieved of its obligation with
respect to the Severance Benefits, to execute a release unless the Company (on
its behalf and on behalf of its direct and indirect controlled subsidiaries and
controlled affiliates) concurrently executes a mutual release of Executive (“Mutual
Release”), in a form and substance reasonably satisfactory to Executive and
consented to by the Company whose consent shall not be unreasonably withheld,
of any claims, whether arising under Federal, state or local statute, common
law or otherwise, against Executive that arise or may have arisen on or before
the date of the Mutual Release, other than any claims under this Agreement or
any payment, provision of benefit or other claim under any Benefit Plan. In
addition, if, following a termination of employment that gives Executive a
right to the payment of 



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Severance Benefits under Sections 2.4(d)(3)-(5) and
3.6, Executive engages in any activities that violate any of the covenants in
Sections 4 and 5, other than a violation of such covenants that is
unintentional and curable and that Executive cures within five (5) days after
the date on which the Company provides written notice of such violation,
Executive shall have no further right or claim to any Severance Benefits to
which Executive may otherwise be entitled under Sections 2.4(d)(3)-(5) and 3.6
from and after the date on which Executive engages in such activities and the
Company shall have no further obligations with respect to the payment of such
Severance Benefits.


(f)                                    Six
(6) Month Delay.  If, at the time
Executive becomes entitled to Severance Benefits under Section 2.4(d),
Executive is a Specified Employee (as defined below), then, notwithstanding any
other provision in Section 2.4 to the contrary, the following provision shall
apply. No Severance Benefit considered deferred compensation under Sections
409A of the Internal Revenue Code of 1986, as amended, and all regulations
issued thereunder and applicable guidance thereto (“Section 409A”) and not
subject to an exception or exemption thereunder shall be paid to Executive
until the date that is six (6) months after Executive’s Date of
Termination.  Any such Severance Benefit
that would otherwise have been paid to Executive during this six-month period
shall instead be aggregated and paid to Executive on the date that is six (6)
months after Executive’s Date of Termination. 
Any Severance Benefits to which Executive is entitled to be paid under
Section 2.4(d) after the date that is six (6) months after Executive’s Date of
Termination shall be paid to Executive in accordance with the terms of Section
2.4(d).  For purposes of this Section
2.4(f), a “Specified Employee” is any employee of the Company who, for the
twelve (12) month period beginning on any April 1, was, at any time during the
twelve (12) month period ending on the immediately preceding December 31, a “key
employee” of the Company within the meaning of Section 416(i) of the Internal
Revenue Code of 1986, as amended (without regard to subparagraph (5) thereof).


(g)                                 Acceleration
of Payments Generally Prohibited. 
Notwithstanding any other provision in this Agreement to the contrary,
the timing or schedule of payments of Severance Benefits considered deferred
compensation under Section 409A shall not be accelerated for any reason, except
as specifically permitted under Section 409A.


3. Term;
Termination.


3.1. Term. Unless
this Agreement is terminated earlier pursuant to the provisions of this Section
3, the Company, its successors and assigns, shall employ Executive, and
Executive shall remain employed by the Company, for a period ending on March 5,
2010 (the “Term”). Notwithstanding the foregoing, the Term shall be extended
automatically without further action by either party by one (1) additional year
(added to the end of the Term) first on March 5, 2010  (extending the Term to March 5, 2011) and on each succeeding
March 5 thereafter, unless either party shall have served written notice upon
the other party prior to three (3) months preceding the date upon which such
extension would become effective electing not to extend the Term further, in
which case employment shall terminate at the end of the Term as extended,
subject to earlier termination in accordance with this Section 3. “Date of
Termination” shall mean the earlier of (a) the date that is the end of the Term
and (b) if Executive’s employment is terminated (1) by his 



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death, the date of his
death, or (2) pursuant to the provisions of Sections 3.2, 3.3, 3.4, 3.5 or 3.7
(with respect to a termination for Disability), as the case may be, the date on
which Executive’s employment with the Company actually terminates.


3.2. Termination by
the Company for Cause. The Company may terminate Executive’s employment
under this Agreement at any time for Cause (as hereinafter defined). The
termination shall be evidenced by written notice thereof to Executive, which
shall specify the reason for termination. For purposes of this Section 3.2, the
term “Cause” shall be limited to the following: (a) commission of any material
act of fraud by Executive with respect to which there is an admission of guilt
or a conviction or final, unappealable civil judgment; (b) misappropriation of
funds or embezzlement by Executive with respect to which there is an admission
of guilt or a conviction; (c) Executive’s conviction on any felony criminal
charges; (d) willful misconduct or malfeasance in the performance of Executive’s
duties in any material respect; (e) any willful misrepresentation or willful
series of misrepresentations made by Executive to the Company or the Board in
connection with the performance of his duties hereunder that individually or in
the aggregate are material; (f) any material breach by Executive of any of the
provisions of Sections 4 or 5 of this Agreement; or (g) any other material
breach by Executive of this Agreement (including, without limitation, any
willful failure to adhere to good faith, lawful instructions given by the
Board) that is not cured by Executive within thirty (30) days after his receipt
of written notice thereof; provided, that if such failure is curable but is
incapable of cure within thirty (30) days after such written notice, Executive
shall have ninety (90) days after such notice to cure the failure, so long as
Executive commences action to cure such failure within such thirty (30) day
period and thereafter diligently and continuously takes action to cure such
failure during the remainder of such ninety (90) days. Executive shall not be
deemed to have been terminated for Cause unless and until the occurrence of the
following two events:


(1) Executive is given a notice from the Board that
identifies the grounds for the proposed termination of Executive’s employment
and notifies Executive that he, along with his legal counsel, shall have an
opportunity to address the Board with respect to the alleged grounds for
termination at a meeting of the Board called and held for the purpose of
determining whether Executive engaged in conduct described in this Section 3.2,
such meeting to be held no earlier than thirty (30) days after Executive is
given such notice (unless Executive consents to an earlier meeting); and


(2) Executive is given a copy of resolutions, duly
adopted by the affirmative vote of not less than a majority of the entire
membership of the Board at a meeting of the Board called and held (either
according to 3.2(1) or after such meeting) for the purpose of finding that, in
the opinion of a majority of the Board, Executive was guilty of conduct set forth
in Section 3.2, that specify the grounds and evidence for termination and
indicate that the grounds for termination have not been cured within the time
limits, if applicable, specified in the notice referred to in this Section 3.2.


3.3. Termination by
Executive for Good Reason. Executive may terminate his employment for Good
Reason (as hereinafter defined) provided that (a) Executive gives written
notice of such termination to the Company not more than thirty (30) days after
the circumstances giving rise to 



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the Good Reason first
arose, (b) such notice is given at least thirty (30) days prior to the proposed
Date of Termination, (c) such notice provides details of the reason or reasons
behind such termination and (d) the Company shall not have cured such matter
with fifteen (15) days after receiving such notice or, if such period is
insufficient to properly cure, such longer period not to exceed forty-five (45)
days after receiving such notice. As used herein, the term “Good Reason” shall
mean any of the following:


(1) any material breach by the Company or Employee
Group of the terms of this Agreement, including the failure to pay Base Salary
or any Cash Bonus when due;


(2) any material change by the Company or Employee
Group in Executive’s duties or responsibilities inconsistent with the terms
hereof or the assignment to Executive by the Company or Employee Group of
duties or responsibilities inconsistent with Executive’s position as President
and Chief Executive Officer of the Company;


(3) a relocation of the principal offices of the
Company that requires Executive to relocate his current residence (excluding
the Residence referred to in Section 2.3(b) above), to an area more than
seventy-five (75) miles from Hoffman Estates, Illinois; or


(4) an elimination of, or material reduction in
benefits (other than an elimination or reduction required by applicable law)
provided under any executive benefit plan, where such elimination or reduction
is not generally applicable to all plan participants.


3.4. Termination by
the Company Without Cause. Immediately upon delivery of written notice to
Executive, the Company shall be entitled to terminate Executive’s employment
without Cause, as defined in Section 3.2 hereof, in which event Executive shall
be entitled to Severance Benefits under Section 2.4(d) hereof.


3.5. Termination by
Executive Without Good Reason. Upon sixty (60) days prior written notice to
the Company, Executive shall be entitled to terminate his employment without
Good Reason, as defined in Section 3.3 hereof.


3.6. Excise Tax
Gross-up.  If Executive’s employment
is terminated by reason of Executive’s death or Disability, by the Company
without Cause, by the Executive by Good Reason, or by the Company terminating
Executive’s employment by providing written notice of intent not to extend the
Term as described in Section 3.1, Executive shall be entitled to an excise tax
gross-up determined in accordance with the terms and conditions set forth in Exhibit
G hereto, all of which is subject to and payable, if at all, in accordance
with Section 6.15.


3.7. Death or
Disability. The employment of Executive may be terminated by the Company
upon Executive’s death or Disability (as defined herein). For purposes hereof, “Disability”
shall mean the substantial inability of Executive, by reason of physical or
mental illness or accident, to perform his regular responsibilities hereunder
for a period of one hundred eighty (180) days in any three hundred sixty-five
(365) day period. The determination that a Disability exists shall be made by a
physician, such physician reasonably selected by the Board and consented to by
Executive, whose consent shall not be unreasonably withheld, whose
determination shall be 



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binding on the parties
hereto. In the event of a termination pursuant to this Section for Disability,
Executive shall not be required to comply with Section 5.1.


3.8. Severance
Benefits Includable for Employee Benefits Purposes. Subject to all
applicable federal and state laws and regulations, income recognized by
Executive pursuant to the provisions of this Agreement (other than income
accrued but unpaid as of the Date of Termination) shall be included in the
determination of benefits under any employee benefit plan (as that term is
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended) or any other Benefit Plans applicable to Executive that are
maintained by the Company or any of its direct or indirect subsidiaries only to
the extent so explicitly provided in such plan, policy or program as in effect
from time to time, and the Company shall be under no obligation to continue to
offer or provide the benefits of such plan, policy or program to Executive
after the Date of Termination, other than as provided under this Agreement or
to the extent so explicitly provided in such plan, policy or program.


3.9. Exclusive
Benefits. The Severance Benefits payable under Section 2.4(d), if they
become applicable under the terms of this Agreement, shall be in lieu of any
benefits under any other severance plan of the Company or its
subsidiaries.  Notwithstanding anything
in the prior sentence to the contrary, Executive shall be entitled to payments,
benefits and incentives under all Benefit Plans (excepting any severance plan
of the Company or its subsidiaries) and equity or incentive compensation
awards, plans, policies and programs, according to the terms (as modified by
this Agreement) of such Benefit Plans and equity or incentive compensation
awards, plans, policies and programs as in effect from time to time.


3.10.  Indemnification and Liability Insurance.
To the maximum extent permitted by applicable law, the Company shall indemnify
Executive, defend Executive and hold Executive harmless from and against any
and all claims, liabilities, judgments, fines, penalties, costs and expenses
(including, without limitation, reasonable attorneys’ fees, costs of
investigation and experts, settlements and other amounts actually incurred by
Executive) reasonably incurred by Executive in any and all threatened, pending
or completed actions, suits or proceedings, whether civil, criminal,
administrative or investigative (including, without limitation, actions, suits
or proceedings brought by or in the name of the Company), arising, directly or
indirectly, by reason of Executive’s position with the Company or Executive’s
actions or inaction on behalf of the Company. 
Without limiting the foregoing, the Company expressly indemnifies
Executive to the fullest extent permitted by applicable law for any events
relating to the Company or reports, filings, actions or inactions of the
Company that occurred prior to the Effective Date.  The Company shall advance to Executive upon
request any and all expenses reasonably incurred by Executive in defending any
and all such actions, suits or proceedings to the maximum extent permitted by
applicable law.  The advances to be made
hereunder shall be paid by the Company to Executive within twenty (20) business
days following delivery of a written request for payment therefor by Executive
to the Company.  Executive shall have a
right to select attorneys to defend him in any actual or threatened action,
suit, proceeding or investigation, subject to the Company’s approval, which
shall not be unreasonably withheld.  The
Company will cover Executive under officer, professional and other appropriate
liability insurance policies both during the term of this Agreement and, while
any potential liability exists, after the termination of this Agreement in the
same amount and to the same extent, if any, as the Company covers its 



 10
 









officers.  Notwithstanding any other provision of this
Agreement, the provisions of this Section 3.10 shall survive the termination of
Executive’s employment and the termination of this Agreement.


3.11.  Cooperation in Legal Matters.  Executive will cooperate with the Company,
during the Term and thereafter with respect to any pending or threatened claim,
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (the “Claims”), by being reasonably available to testify on
behalf of the Company, and to assist the Company by providing information,
meeting and consulting with the Company or its representatives or counsel, as
reasonably requested.  The Company will
reimburse Executive for all out-of-pocket expenses reasonably incurred by
Executive in connection with Executive’s provision of such testimony or
assistance, and if Executive is no longer employed by the Company, Executive
will be paid a reasonable hourly rate (such hourly rate to be no less than his
most recent Base Salary under this Agreement divided by 2000) for his time
spent providing such cooperation.  If
requested by Executive, the Company will provide counsel to Executive at the
Company’s expense.  Notwithstanding any
other provision of this Agreement, the provisions of this Section 3.11 shall
survive the termination of Executive’s employment and the termination of this
Agreement.


4.
Inventions and Creations.
Executive agrees that all inventions, discoveries, improvements, ideas and
other contributions (herein called collectively “Inventions”) whether or not
copyrighted or copyrightable, patented or patentable, or otherwise protectable
in law, that are conceived, made, developed or acquired by Executive, either
individually or jointly, during his employment with the Company or any of its
subsidiaries, and that relate in any manner to the business of the Company or
any of its subsidiaries, and that
are not excludable under chapter 104, paragraph 302 of the Illinois Employee
Patent Act, as set forth in Exhibit H hereto, shall belong to the
Company and Executive does hereby assign and transfer to the Company his entire
right, title and interest in the Inventions. Executive agrees to promptly and
fully disclose the Inventions to the Company, in writing if requested by the
Company, and to execute and deliver any and all lawful application, assignment
and other documents that the Company requests for protecting the Inventions in
the United States or any other country. The Company shall have the full and
sole power to prosecute such applications and to take all other action
concerning the Inventions, and Executive will cooperate fully within a lawful
manner, at the expense of the Company, in the preparation and prosecution of
all such applications and in any legal actions and proceedings concerning the
Inventions. The provisions of this Section 4 shall survive the termination of
this Agreement.


5.
Non-Competition; Non-Solicitation; Confidential Information.


5.1. Non-Competition
Agreement. Executive agrees that during the Non-Competition Period (as
defined below), he shall not own or engage in, either directly or indirectly,
as an officer, manager, employee, independent contractor, consultant, director,
partner, sole proprietor or stockholder, any business operating any
post-secondary, private trade or vocational schools, that offers classes,
courses or instruction in or is otherwise engaged in any curriculum or field of
study offered by any of the schools operated by the Company (the “Schools”) or
any other curriculum or field of study that the Company has expressed an
interest in offering, during Executive’s employment by the Company, whether
through the Schools or through a potential 



 11
 









acquisition (the “Competitive
Activities”). Executive hereby acknowledges that the Company intends to promote
the Schools on an international basis and that the geographical scope of this
Agreement is intended to encompass all Competitive Activities engaged in
anywhere in the United States, its possessions and territories and any other
country where the Company and its subsidiaries are promoting the Schools at the
time of Executive’s termination of employment or resignation or removal of
Executive as a director, as applicable. Nothing herein shall prevent Executive
from owning less than two percent (2%) of the capital stock of a company whose
stock is publicly traded and that is engaged in Competitive Activities. For
purposes hereof, “Non-Competition Period” shall mean the period commencing on
the Effective Date and ending two (2) years after the termination of Executive’s
employment hereunder (including the expiration of the Term); provided,
however, that Executives’ obligations under this Section 5.1 shall terminate
prior to the end of the Non-Competition Period in the event that the Company
fails to pay the Severance Benefits to Executive when required hereunder and
such payment (including any interest thereon as provided under Section 6.14) is
thereafter not made within ten (10) days after the Company receives notice of
such failure to pay from Executive.


5.2. Non-Solicitation
Agreement. During the Term and for two (2) years thereafter, Executive
shall not, directly or indirectly, individually or on behalf of any Person (as
defined below) solicit, aid or induce (a) any then current employee of the
Company or its Affiliates (as defined below) to leave the Company or its
Affiliates in order to accept employment with or render services for Executive
or such Person or (b) any student, customer, client, vendor, lender, supplier or
sales representative of the Company or its Affiliates or similar persons
engaged in business with the Company or its Affiliates to discontinue the
relationship or reduce the amount of business done with the Company or its
Affiliates; provided, however, that Executives’ obligations under this
Section 5.2 shall terminate prior to the end of such two-year period in the
event that the Company fails to pay the Severance Benefits to Executive when
required hereunder and such payment (including any interest thereon as provided
under Section 6.14) is thereafter not made within ten (10) days after the
Company receives notice of such failure to pay from Executive. “Person” means
any individual, a partnership, a corporation, an association, a limited
liability company, a joint stock company, a trust, a joint venture, an
unincorporated organization, a governmental entity, or any department, agency
or political subdivision thereof, or an accrediting body. “Affiliate” means
with respect to any Person, any individual related by blood or marriage to such
Person or any Person controlling, controlled by or under common control with
such Person.


5.3. Confidential
Information. Executive acknowledges and agrees that he is in possession of
and will be exposed to during the course of, and incident to, his employment by
and affiliations with the Company, Confidential Information (as defined herein)
relating to the Company, its Affiliates and each School. For purposes hereof, “Confidential
Information” shall mean all proprietary or confidential information concerning
the business, finances, financial statements, curricula, properties and
operations of the Company, its Affiliates and each School, including, without
limitation, all student and prospective student and supplier lists, know-how,
trade secrets, business and marketing plans, techniques, forecasts,
projections, budgets, unpublished financial statements, price lists, costs,
computer programs, source and object codes, algorithms, data, and other
original works of authorship, along with all information received from third
parties and held in confidence by the Company, its Affiliates and each School
(including, 



 12
 









without limitation,
personnel files and student records). During the Non-Competition Period and at
all times thereafter, Executive will hold the Confidential Information in the
strictest confidence and will not disclose or make use of (directly or
indirectly) the Confidential Information or any portion thereof to or on behalf
of himself or any third party except (a) as required in the performance of his
duties as an employee, director or stockholder of the Company, (b) as required
by the order of any court or similar tribunal or any other governmental body or
agency of appropriate jurisdiction; provided, that Executive shall, to the
extent practicable, give the Company prior written notice of any such
disclosure and shall cooperate with the Company in obtaining a protective order
or such similar protection as the Company may deem appropriate to preserve the
confidential nature of such information. The foregoing obligations to maintain
the Confidential Information shall not apply to any Confidential Information
that is or, without any action by Executive, becomes generally available to the
public. Upon termination of any employment or consulting relationship between
the Company and Executive (including any Affiliate of Executive), Executive
shall promptly return to the Company all physical embodiments of the
Confidential Information (regardless of form or medium) in the possession of or
under the control of Executive.


5.4. Scope of
Restriction. The parties have attempted to limit the scope of the covenants
set forth in Section 5 to the extent necessary to provide the Company with the
benefit of Executive’s agreement to be employed by the Company. The parties
recognize, however, that reasonable people may differ in making such
determination. Consequently, the parties hereby agree that if the scope and
duration of such covenants would, but for this provision, be deemed by a court
of competent authority to be unreasonable or otherwise unenforceable, such
court may modify such covenants to the extent that such court determines to be
necessary in order to grant enforcement thereof as so modified.


5.5. Remedies. The
parties hereto recognize that the Company will suffer irreparable injury in the
event of a breach of the terms of Section 5 by Executive. In the event of a
breach of the terms of Section 5, the Company shall be entitled, in addition to
any other remedies and damages available and without proof of monetary or
immediate damage, to a temporary and/or permanent injunction, without bond, to
restrain the violation of Section 5 by Executive or any Persons acting for or
in concert with him. Such remedy, however, shall be cumulative and nonexclusive
and shall be in addition to any other remedy that the parties may have.


5.6. Common Law of
Torts or Trade Secrets. The parties agree that nothing in this Agreement
shall be construed to limit or negate the common law of torts or trade secrets
where it provides the Company with broader protection than that provided
herein.


5.7. Survival of
Section 5. The provisions of Section 5 shall survive the termination of
Executive’s employment and the termination of this Agreement, and provided
however the non-competition obligations of Section 5.1 will not apply in the
event of termination due to Disability.


6.
General Provisions.


6.1. Notices. All
notices, demands or other communications to be given or delivered under or by 



 13
 









reason of the provisions
of this Agreement shall be in writing and shall be deemed to have been given
when delivered personally to the recipient, sent to the recipient by reputable
express courier service (charges prepaid), sent by facsimile or mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid. Such notices, demands and other communications shall be sent to the
Company and to Executive at the addresses indicated below:


	
  If to the Company:

  	
   

  	
  Career Education Corporation

  	
   

  
	
   

  	
   

  	
  2895 Greenspoint Parkway

  	
   

  
	
   

  	
   

  	
  Suite 600

  	
   

  
	
   

  	
   

  	
  Hoffman Estates, Illinois 60195

  	
   

  
	
   

  	
   

  	
  Attention: General Counsel

  	
   

  
	
   

  	
   

  	
  Facsimile: (847) 781-3600

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  Katten Muchin Rosenmann LLP

  	
   

  
	
   

  	
   

  	
  525 W. Monroe Street

  	
   

  
	
   

  	
   

  	
  Chicago, IL 60661

  	
   

  
	
   

  	
   

  	
  Attention: Lawrence D. Levin

  	
   

  
	
   

  	
   

  	
  Facsimile: (312) 902-1061

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Skadden, Arps, Slate, Meagher & Flom LLP

  	
   

  
	
   

  	
   

  	
  333 W. Wacker Drive

  	
   

  
	
   

  	
   

  	
  Chicago, IL 60606

  	
   

  
	
   

  	
   

  	
  Attention: Peter C. Krupp

  	
   

  
	
   

  	
   

  	
  Facsimile: (312) 407-0411

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  If to Executive:

  	
   

  	
  Gary E. McCullough

  	
   

  
	
   

  	
   

  	
  307 North Parkview Avenue

  	
   

  
	
   

  	
   

  	
  Columbus, Ohio 43209

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  Jenner & Block

  	
   

  
	
   

  	
   

  	
  330 N. Wabash Ave.

  	
   

  
	
   

  	
   

  	
  Chicago, IL 60611-7603

  	
   

  
	
   

  	
   

  	
  Attention: Everett Ward

  	
   

  
	
   

  	
   

  	
   

  	
  Carla Rozycki

  	
   

  
	
   

  	
   

  	
   

  	
  Raymond
  Sinnappan

  	
   

  
	
   

  	
   

  	
  Facsimile: (312) 840-7309

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  	
  David Keevins

  	
   

  
	
   

  	
   

  	
  c/o Cedar Street Advisors

  	
   

  
	
   

  	
   

  	
  111 East Kilbourn Avenue, Suite 200

  	
   

  
	
   

  	
   

  	
  Milwaukee, WI 53202

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  
						



 



 14
 









or to such other address
or to the attention of such other person as the recipient party has specified
by prior written notice to the sending party.


6.2. Entire Agreement.
Except as otherwise expressly set forth herein, this Agreement and the other
agreements executed in connection herewith (including, without limitation, the
award agreements relating to the Initial Grant, Inducement Grant, and Signing
Bonus Grant) embody the complete agreement and understanding among the parties
and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, that may have related
to the subject matter hereof in any way. 
Notwithstanding the foregoing, the Company, Employee Group and Executive
acknowledge and agree that (i) the mitigation of excise tax provisions set
forth in Section 13.7 of the Stock Plan (or any successor provisions thereof or
any similar provision in any successor plan) and (ii) the offset provisions set
forth in Section 13.6(g) of the Stock Plan (or any successor provisions thereof
or any similar provision in any successor plan) shall be inapplicable to any payments
to Executive provided pursuant to this Agreement or any other agreements or
arrangements contemplated by this Agreement (including, without limitation, the
award agreements relating to the Initial Grant, the Inducement Grant and the
Signing Bonus Grant).


6.3. Successors and
Assigns. All covenants and agreements contained in this Agreement by or on
behalf of either party hereto shall bind such party and its heirs, legal
representatives, successors and assigns and inure to the benefit of the other
party hereto and their heirs, legal representatives, successors and assigns.


6.4. Governing Law.
This Agreement shall be construed and enforced in accordance with, and all
questions concerning the construction, validity, interpretation and performance
of this Agreement shall be governed by the laws of the State of Illinois
without giving effect to the provisions thereof regarding conflict of laws; provided,
however, that notwithstanding the foregoing, Section 3.10 of this
Agreement shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of such
Section 3.10 shall be governed by the laws of the State of Delaware without
giving effect to the provisions thereof regarding conflict of laws.


6.5. Arbitration.


(a)                                  Arbitrable Claims.  The Company and Executive mutually consent to
the resolution by final and binding arbitration of any and all disputes,
controversies or claims related in any way to Executive’s employment with the
Company, including, but not limited to, any dispute, controversy or claim of
alleged discrimination, harassment or retaliation (including, but not limited
to, claims based on race, sex, sexual preference, religion, national origin,
age, marital or family status, medical condition, handicap or disability), any
claim arising out of or relating to this Agreement or the Initial Grant, the
Inducement Grant or the Signing Bonus Grant or the breach thereof, and any
dispute as to the arbitrability of a matter under this provision (collectively,
“Claims”); provided, however, that nothing herein shall
require arbitration of any claim or charge which, by law, cannot be the subject
of a compulsory arbitration agreement and except as provided 



 15
 









in Section 6.5(e) below.  The Company and Executive expressly
acknowledge that they waive the right to litigate Claims in a judicial forum
before a judge or jury, except as provided in Section 6.5(e) below.


(b)                                 Claim Initiation/Time Limits.  A party must notify the other party in
writing at the addresses indicated in Section 6.1 of a request to arbitrate
Claims within the same statute of limitations applicable to the legal claim
asserted.  The written request for
arbitration must specify:  (i) the
factual basis on which the Claims are made; (ii) the statutory provision or
legal theory under which Claims are made; and (iii) the nature and extent of
any relief or remedy sought.


(c)                                  Procedures.  The arbitration will be administered in
accordance with the Employment Arbitration Rules and Mediation Procedures then
in effect (“Rules”) of the American Arbitration Association (“AAA”),
a copy of which is available upon request to the Company, in Chicago, Illinois.
The arbitration shall be conducted by a tribunal of three arbitrators, of whom
Executive shall appoint one and the Company shall appoint one.  The two arbitrators so appointed shall select
the chairman of the tribunal within thirty days of the appointment of the
second arbitrator.  If any arbitrator is
not appointed within the time limits provided herein or in the Rules, such
arbitrator shall be appointed by the American Arbitration Association.
Executive and the Company may be represented by counsel of their choosing.
Except as set forth in Section 6.13, the Company and Executive shall pay their own
legal fees (including counsel fees), and other fees and expenses incurred by
them in obtaining or defending any right or benefit under such Claims; provided,
however, that, irrespective of the outcome of any arbitration under this
Section 6.5, the Company will pay any fees of the AAA, filing costs, arbitrator
fees or expenses and any reasonable travel expenses incurred by Executive in
connection with Executive’s travel to Chicago, Illinois for any arbitration
proceeding.


(d)                                 Responsibilities of Tribunal; Award; Judgment.  The tribunal will act as the impartial
decision maker of any Claims that come within the scope of this arbitration
provision.  The tribunal will have the
powers and authorities provided by the Rules and the state or common law under
which the claim is made.  For example,
the tribunal will have the power and authority to include all remedies in the
award available under the statute or common law under which the claim is made
including, without limitation, the issuance of an injunction.  The tribunal will apply the elements and
burdens of proof, mitigation duty, interim earnings offsets and other legal
rules or requirements under the statutory provision or common law under which
such claim is made.  The tribunal will
permit reasonable pre-hearing discovery. 
The tribunal will have the power to issue subpoenas.  The tribunal will have the authority to issue
a summary disposition if there are no material factual issues in dispute
requiring a hearing and the Company or Executive is clearly entitled to an
award in its, his or her favor.  The
tribunal will not have the power or authority to add to, detract from or modify
any provision of this Agreement, or any related agreements or plans, including
but not limited to any equity awards. 
The tribunal, in rendering an award in any arbitration conducted
pursuant to this provision, shall issue a reasoned award in a signed written
opinion stating the findings of fact and conclusions of law on which it is
based.  The tribunal shall be required to
follow 



 16
 









the law of the state designated by the parties
herein.  Any judgment on or enforcement
of any award, including an award providing for interim or permanent injunctive
relief, rendered by the tribunal may be entered, enforced or appealed in any
court having jurisdiction thereof.  Any
arbitration proceedings, decision or award rendered hereunder, and the
validity, effect and interpretation of this arbitration provision, shall be
governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.


(e)                                  Injunctive Relief.  Notwithstanding the foregoing, each party
shall be entitled to seek injunctive or other equitable relief under Section
5.5 of this Agreement, or for indemnification under Section 3.10 or any
applicable agreement, bylaw, law or common law, from any court of competent
jurisdiction, without the need to resort to arbitration.


6.6. Waiver of Jury
Trial. EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR THE OTHER RELATED DOCUMENTS (INCLUDING THE INITIAL GRANT, THE
INDUCEMENT GRANT AND THE SIGNING BONUS GRANT AND DOCUMENTS PERTAINING THERETO),
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION
AND THE RELATIONSHIP THAT IS BEING ESTABLISHED. EACH PARTY HERETO ALSO WAIVES
ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT MIGHT, BUT FOR THIS WAIVER,
BE REQUIRED OF THE OTHER PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE OTHER RELATED
DOCUMENTS (INCLUDING THE INITIAL GRANT, THE INDUCEMENT GRANT AND THE SIGNING
BONUS GRANT AND DOCUMENTS PERTAINING THERETO), INCLUDING WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, WHICH EACH HAS
ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY
HERETO FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS OR HIS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


6.7. Representations
of Executive. Executive hereby represents and warrants to the Company that
his execution, delivery and performance of this agreement will not violate or
result in any breach of any agreement, contract, understanding or written
policy to which Executive is subject as a result of any prior employment, any
investment or otherwise. Executive is not subject to any agreement, contract or
understanding that in any way restricts or limits his ability to accept
employment with the Company or perform services with respect to Schools of any
type.



 17
 









6.8. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.


6.9. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same Agreement.


6.10. Amendments and
Waivers. No modification, amendment or waiver of any provisions of this
Agreement shall be effective unless approved in writing by each of the parties.
Either party’s failure at any time to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and will
not affect the right of such party to enforce each and every provision hereof
in accordance with its terms.  No delay
on the part of any party in exercising any right, power or privilege hereunder
will operate as a waiver thereof.


6.11. Assignment.
This Agreement shall not be assigned by Executive without the prior written
consent of the Company.   The Company (or
if applicable, Employee Group) shall require any successor to all or
substantially all of the business and/or assets of Company (or if applicable,
Employee Group) to expressly assume this Agreement.  Upon such assignment or transfer, any such
business entity will be deemed to be substituted for the Company (or if
applicable, Employee Group) for all purposes.


6.12. No Obligation to
Mitigate. Executive shall not be required to seek other employment or
otherwise to mitigate damages upon any termination of employment and the
Severance Benefits, except to the extent expressly provided herein, shall not
be reduced on account of such subsequent employment.


6.13. Reimbursement of
Expenses in Enforcing Rights. Subject to and in accordance with Section
6.15, all reasonable costs and expenses (including fees and disbursements of
counsel) incurred by Executive in seeking to enforce rights pursuant to this
Agreement shall be reimbursed to Executive on behalf of Company, but only to
the extent that Executive is successful in asserting such rights.


6.14.    Interest on Late Payments.  If any payment is not made when due
hereunder, such payments shall accrue interest from the date payment was due
but not paid to the date such payment is made. 
The applicable interest rate shall be the interest rate applicable to
borrowings under the Company’s primary revolving line of credit as of the date
payment was due but not paid.


6.15.  Code Section 409A.  It is intended that any income or payments to
Executive provided pursuant to this Agreement or other agreements or
arrangements contemplated by this Agreement (including, without limitation, the
award agreements relating to the Initial Grant, Inducement Grant, and Signing
Bonus Grant) (any such income or payments being referred to as “Payments”) will
not be subject to the additional tax and interest under Section 409A (a “Section
409A Tax”). The provisions of the Agreement and such other agreements or
arrangements will be interpreted and construed in favor of complying with any
applicable requirements of Section 409A necessary in order to avoid the
imposition of a Section 409A Tax. The Company, 



 18
 









Employee Group and
Executive agree to amend (including retroactively) the Agreement and any such
other agreements or arrangements in order to comply with Section 409A,
including amending to facilitate the ability of Executive to avoid the
imposition of, or reduce the amount of, any Section 409A Tax.  The Company, Employee Group and Executive
shall reasonably cooperate to provide full effect to this provision and the
consent to any amendment described in the preceding sentence shall not be
unreasonably withheld by either party. 
Notwithstanding the foregoing, if any Payments due or made to Executive
after his Date of Termination are subject to a Section 409A Tax, then Executive
shall be entitled to receive a gross-up payment (a “Section 409A Gross-Up
Payment”) in an amount equal to (A) the Section 409A Tax on any such Payments,
plus (B) any federal, state, and local income taxes and penalties, employment
taxes (including FICA) or other taxes payable by Executive with respect to the
Section 409A Gross-Up Payment, in order to put Executive in the same position
he would have been in if the Section 409A Tax provisions of Section 409A did
not apply; provided, however, that the Company and the Employee
Group shall only be responsible to make a Section 409A Gross Up Payment with
respect to the Section 409A Tax on Payments made (i) in contravention of the
terms of this Agreement or other agreements or arrangements contemplated by
this Agreement as in effect on the Date of Termination or (ii) in contravention
or violation of any Section 409A guidance or authority that is promulgated or
effective after the Date of Termination; further  provided, that
the Company and Employee Group shall not be responsible to make a Section 409A
Gross-Up Payment with respect to the Section 409A Tax on the Payments if after
a reasonable request by the Company or Employee Group to Executive, Executive
refuses or fails to make an election to alter the form and/or timing of any
Payment (including by amending this Agreement or other agreements or
arrangements contemplated by this Agreement pursuant to this Section 6.15) that
could reasonably be expected to result in the avoidance of any amount of
Section 409A Tax while minimizing (to the extent reasonably practicable) the
delay in such Payment to Executive.


6.16. Joint and
Several Liability. The obligations of the Company and Employee Group to
Executive under this Agreement shall be joint and several.


6.17. Withholding.
The Company will reduce its compensatory payments to Executive hereunder for
withholding and FICA and Medicare taxes and any other withholdings and
contributions to the extent required by law.


[Signature Page
Follows]



 19
 









IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


	
  CAREER EDUCATION CORPORATION

  
	
   

  
	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
    /s/ Patrick Pesch

  	
   

  
	
   

  	
   

  	
  Name: Patrick Pesch

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  CEC EMPLOYEE GROUP, LLC

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
    /s/ Patrick Pesch

  	
   

  
	
   

  	
   

  	
  Name: Patrick Pesch

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  GARY E. McCULLOUGH

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gary E. McCullough

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gary E. McCullough

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
							



 


[Signature
Page to Employment Agreement]



 20















EXHIBIT
A


NON-QUALIFIED
STOCK OPTION AGREEMENT


THIS STOCK OPTION AGREEMENT (the “Agreement”)
dated as of            ,
2007  (“Grant Date”), is between
Career Education Corporation, a Delaware corporation (the “Company”), and Gary E. McCullough, an employee of the
Company (the “Participant”).


WHEREAS, the  Company, Participant and CEC Employee Group, LLC are parties
to that certain Employment Agreement dated            ,
2007 (the “Employment Agreement”), pursuant to which the Company is obligated
to make certain stock option award grants to the Participant;


WHEREAS, the Company desires, by affording
the Participant an opportunity to purchase shares of the Company’s Common Stock
as hereinafter provided, to carry out its obligations under the Employment
Agreement and the purposes of the Career Education Corporation 1998 Employee
Incentive Compensation Plan (the “Plan”); and


WHEREAS, the Committee has duly made all
determinations necessary or appropriate to the grants hereunder; and


NOW, THEREFORE, in consideration of the
premises and the mutual covenants hereinafter set forth and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto have agreed, and do hereby agree, as follows:


1.                                       Definitions.


For
purposes of this Agreement, the definitions of terms contained in the Plan
hereby are incorporated by reference, except to the extent that any term is
specifically defined in this Agreement.


2.                                       Grant
of Option, Option Price and Term.


(a)                                  The
Company hereby grants to the Participant, as a matter of separate agreement and
not in lieu of salary or any other compensation for services, the right and
option (the “Option”) to purchase 114,050 shares of the Common Stock of the
Company (“Option Shares”) on the terms and conditions herein set forth.  Participant shall have all the rights and
obligations as provided for in this Agreement.


(b)                                 For
each of the Option Shares purchased, the Participant shall pay to the Company $           
per share (the “Option Price”). 
Accordingly, the aggregate Option Price to exercise all of the Option is
$            (“Aggregate
Option Price”).


(c)                                  The
term of this Option shall commence on the Grant Date and end on            ,
2017  (the “Option Period”).  The termination of the Option Period shall
result 



 21
 









in the termination and cancellation of the
Option.  In no event shall the Option be
exercisable for any period greater than the Option Period.  During the Option Period, the Option shall be
exercisable in accordance with the determination of the Committee, but in no
event later than the date the Option becomes exercisable pursuant to Section
2(d) or 2(e) below.


(d)                                 The
percentage of Options which are exercisable and which will not be forfeited
upon a Termination of Employment (unless such termination is for Cause) shall
be determined in accordance with the following schedule:


	
  Date

  	
   

  	
  Cumulative Percentage of

  Option Shares Exercisable

  	
   

  
	
          ,
  2008

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
          ,
  2009

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
          ,
  2010

  	
   

  	
  75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
          ,
  2011

  	
   

  	
  100

  	
  %

  



 


(e)                                  Notwithstanding
the foregoing Section 2(d), all Options shall be 100% exercisable in the event
of a Change in Control or a Termination of Employment due to (i) death, (ii)
Disability (as defined in the Employment Agreement), (iii) a termination by the
Participant for Good Reason (as defined in the Employment Agreement), (iv) a
termination by the Company without Cause (as defined in the Employment
Agreement) or (v) a termination by the Company by providing the Executive
written notice of the Company’s intent not to extend the term of the Employment
Agreement as described in Section 3.1 thereof.


(f)                                    Any
portion of the Option which is not exercisable, pursuant to Section 2(d) or
2(e), as of a Participant’s Termination of Employment is canceled
simultaneously with the date of such Termination of Employment.


(g)                                 The
Option granted hereunder is designated as a Non-Qualified Stock Option.


(h)                                 The
Company shall not be required to issue any fractional Option Shares.


3.                                       Termination
of Option.  With respect to any
portion of the Option which is otherwise exercisable pursuant to Section 2:


(a)                                  If
Participant incurs a Termination of Employment due to death, the Option shall
be cancelled one year after the date of such Termination of Employment or upon
the expiration of the Option Period, whichever is sooner.



 22
 









(b)                                 If
Participant incurs a Termination of Employment due to a Disability, the Option
shall be cancelled one year after the date of such Termination of Employment or
upon the expiration of the Option Period, whichever is sooner, and Participant’s
death at any time following such Termination of Employment due to Disability
shall not affect the foregoing.


(c)                                  If
Participant incurs a Termination of Employment due to Retirement, if the
Termination of Employment is involuntary on the part of Participant (including
a termination by the Company by providing the Executive written notice of the
Company’s intent not to extend the term of the Employment Agreement as
described in Section 3.1 thereof, but not including a Termination of Employment
due to death or Disability or with Cause), or if the Termination of Employment
is by the Participant for Good Reason, the Option shall be cancelled ninety
(90) days after the date of such Termination of Employment or upon the
expiration of the Option Period, whichever is sooner.  If Participant incurs a Termination of
Employment which is voluntary on the part of Participant as a result of
Participant’s provision of notice to the Company of his election not to extend
the term of the Employment Agreement pursuant to Section 3.1 thereof, then the
Option shall be cancelled thirty (30) days after the date of such Termination
of Employment or upon the expiration of the Option Period, whichever is sooner.


(d)                                 If
Participant’s Termination of Employment is for Cause or by the Participant
without Good Reason, any Option shall be cancelled on the date of such
Termination of Employment.  The death or
Disability of Participant after a Termination of Employment otherwise provided herein
shall not extend the time permitted to exercise the Option.


4.                                       Exercise.  The Option shall be exercisable during the
Participant’s lifetime only by the Participant (or his or her guardian or legal
representative), and after the Participant’s death only by the
Representative.  The Option may only be
exercised by the delivery to the Company of a properly completed written
notice, in form satisfactory to the Committee, which notice shall specify the
number of Option Shares to be purchased and the aggregate Option Price for such
shares, together with payment in full of such aggregate Option Price.  Payment shall only be made:


(a)                                  in
cash or by check;


(b)                                 with
the prior written approval of the Committee, by the delivery to the Company of
a valid and enforceable stock certificate (or certificates) representing shares
of Common Stock held by the Participant, which is endorsed in blank or
accompanied by an executed stock power (or powers) and guaranteed in a manner
acceptable to the Committee;


(c)                                  in
cash by a broker-dealer to whom the Participant has submitted a notice of
exercise; or


(d)                                 in
any combination of (a), (b), or (c).



 23
 









If any part of the
payment of the Option Price is made in shares of Common Stock, such shares
shall be valued by using their Fair Market Value as of their date of delivery.


The
Option shall not be exercised unless there has been compliance with all the
preceding provisions of this Paragraph 4, and, for all purposes of this
Agreement, the date of the exercise of the Option shall be the date upon which
there is compliance with all such requirements.


5.                                       Payment
of Withholding Taxes.  If the Company
is obligated to withhold an amount on account of any tax imposed as a result of
the exercise of the Option, the Participant shall be required to pay such
amount to the Company, as provided in the Plan.


6.                                       Requirements
of Law; Registration and Transfer Requirements.  The Company shall not be required to sell or
issue any shares under the Option if the issuance of such shares shall
constitute a violation of any provision of any law or regulation of any
governmental authority applicable to the Company.  This Option and each and every obligation of
the Company hereunder are subject to the requirement that the Option may not be
exercised or performed, in whole or in part, unless and until the Option Shares
are listed, registered or qualified, properly marked with a legend or other
notation, or otherwise restricted, as is provided for in the Plan.


7.                                       Adjustments
/ Change in Control.  In the event of
a Change in Control or other corporate restructuring provided for in the Plan,
the Participant shall have such rights, and the Committee shall take such
actions, as provided in the Plan.  The
Committee shall make or provide for such adjustments as provided for in Section
4.6 of the Plan.  Notwithstanding
anything to the contrary in the Plan or in this Agreement, the rights provided
in Section 12.1(d) of the Plan shall not apply to the grant of Options under
this Agreement.


8.                                       Nontransferability.  An Option and any interest in the Option may
not otherwise be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner without the prior written consent of the
Company other than (i) by will or by the laws of descent and distribution, or
(ii) by the Participant pursuant to a gift of such Option by such Participant
to any member of the Participant’s immediate family or to any trust the
beneficiaries of which are members of the Participant’s immediate family.


9.                                       Plan.  Notwithstanding any other provision of this
Agreement, the Option is granted pursuant to the Plan, and is subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time; provided, however, that no amendment of the Plan shall impair any rights
of the Participant under this Agreement without the Participant’s consent.  Notwithstanding anything in the Plan to the
contrary, the Company and the Participant acknowledge and agree that this
Agreement may be amended to comply with Section 409A of the Code and any
regulation promulgated, or guidance released, thereunder only as provided under
the terms of the Employment Agreement. 
The reasonable interpretation and construction by the Committee of the
Plan, this Agreement and the Option, and such rules and regulations as may be
adopted by the Committee for the purpose of administering the Plan, shall be
final and binding upon the Participant.



 24
 









10.                                 Inapplicability
of Certain Sections of the Plan.  The
Company and the Participant acknowledge and agree that (i) the mitigation of
excise tax provisions set forth in Section 13.7 of the Plan (or any successor
provisions thereof) and (ii) the offset provisions set forth in Section 13.6(g)
of the Plan (or any successor provisions thereof) shall be subject to the terms
of the Employment Agreement.


11.                                 Stockholder
Rights.  Until the Option shall have
been duly exercised to purchase such Option Shares and such shares have been
officially recorded as issued on the Company’s official stockholder records, no
person or entity shall be entitled to vote, receive distributions or dividends
or be deemed for any purpose the holder of any Option Shares, and adjustments
for dividends or otherwise shall be made only if the record date therefore is
subsequent to the date such shares are recorded and after the date of exercise
and without duplication of any adjustment.


12.                                 Employment
Rights.  No provision of this
Agreement or of the Option granted hereunder shall give the Participant any
right to continue in the employ of the Company or any of its Affiliates, create
any inference as to the length of employment of the Participant, affect the
right of the Company or its Affiliates to Terminate the Employment of the
Participant, with or without cause, or give the Participant any right to
participate in any employee welfare or benefit plan or other program (other
than the Plan) of the Company or any of its Affiliates.


13.                                 Disclosure
Rights.  The Company shall have no
duty or obligation to affirmatively disclose to the Participant or a
Representative, and the Participant or Representative shall have no right to be
advised of, any material information regarding the Company or an Affiliate at
any time prior to, upon or in connection with the exercise of an Option.


14.                                 Changes
in Company’s Capital Structure.  The
existence of the Option shall not affect in any way the right or authority of
the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.


15.                                 Investment
Representation and Agreement.  If, in
the opinion of counsel for the Company, a particular representation is required
under the Securities Act of 1933 or any other applicable federal or state law,
or any regulation or rule of any governmental agency, the Company may require
such representations as the Company reasonably may determine to be necessary.


16.                                 Governing
Law.  This Agreement and the Option
granted hereunder shall be governed by, and construed and enforced in
accordance with, the laws of the State of Illinois (other than its laws
respecting choice of law).



 25
 









17.                                 Entire
Agreement.  This Agreement, together
with the Plan, constitute the entire obligation of the parties hereto with
respect to the subject matter hereof and shall supersede any prior expressions
of intent or understanding with respect to this transaction.


18.                                 Amendment.  Any amendment to this Agreement shall be in
writing and signed by the Company and the Participant.


19.                                 Waiver;
Cumulative Rights.  The failure or
delay of either party to require performance by the other party of any
provision hereof shall not affect its right to require performance of such provision
unless and until such performance has been waived in writing.  Each and every right hereunder is cumulative
and may be exercised in part or in whole from time to time.


20.                                 Counterparts.  This Agreement may be signed in two
counterparts, each of which shall be an original, but both of which shall
constitute but one and the same instrument.


21.                                 Notices.  Any notice which either party hereto may be
required or permitted to give the other shall be in writing and may be
delivered personally or by mail, postage prepaid, addressed to the Secretary of
the Company, at its then corporate headquarters, and to the Participant, at the
addresses set forth in Section 6.1 of the Employment Agreement, or to such
other address as the Participant, by notice to the Company, may designate in
writing from time to time.


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


23.                                 Severability.  If any provision of this Agreement shall for
any reason by held to be invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision hereof, and this
Agreement shall be construed as if such invalid or unenforceable provision were
omitted.


24.                                 Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon each successor and assign of the
Company.  All obligations imposed on the
Participant or a Representative, and all rights granted to the Company
hereunder, shall be binding upon the Participant’s or the Representative’s
heirs, legal representatives and successors.


[Signature
Page Follows]



 26
 









IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
an officer thereunto duly authorized, and the Participant has hereunto set his
hand, all as of the day and year first above written.


	
  

  	
  CAREER EDUCATION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Gary E. McCullough

  	
   

  



 


[Signature
Page to Stock Option Agreement]



 27
 









EXHIBIT B


RESTRICTED
STOCK AGREEMENT


THIS RESTRICTED STOCK AGREEMENT (this “Agreement”),
dated as of           ,
2007 (the “Grant Date”), is entered into between Career Education Corporation,
a Delaware corporation (the “Company”), and Gary E. McCullough (the “Participant”).


WHEREAS, the  Company, Participant and CEC Employee Group, LLC are parties
to that certain Employment Agreement dated          ,
2007 (the “Employment Agreement”), pursuant to which the Company is obligated
to make certain restricted stock award grants to the Participant;


WHEREAS, the Company desires, by affording
the Participant an opportunity to receive shares of the Company’s Common Stock
as hereinafter provided, to carry out its obligations under the Employment
Agreement and the purposes of the Career Education Corporation 1998 Employee
Incentive Compensation Plan, as amended (the “Plan”); and


WHEREAS, the Committee has duly made all
determinations necessary or appropriate to the grants hereunder;


NOW, THEREFORE, in consideration of the above
premises and the mutual covenants and agreements hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto have agreed, and do hereby agree, as
follows:


1.                                     Definitions.


For
purposes of the Agreement, the definitions of capitalized terms contained in
the Plan are hereby incorporated herein by reference, except to the extent that
any term is specifically defined in this Agreement.


2.                                       Grant
of Restricted Stock.


Subject
to and upon the terms and conditions set forth in this Agreement, the Company
hereby grants to Participant, as a matter of separate agreement and not in lieu
of salary or any other compensation for services, 27,250 shares of Restricted
Stock of the Company, effective as of the Grant Date, and the Participant
hereby accepts the grant of Common Shares on a restricted basis, as set forth
herein.


3.                                       Stock
Certificates and Escrow.


Upon
issuance, the certificates for Restricted Stock shall be held in escrow by the
Company until, and to the extent, the Restricted Stock shall cease to be
restricted and shall become non-forfeitable, and the Participant shall own such
shares free of all restrictions otherwise imposed by this Agreement.  Restricted Stock, together with any assets or
securities 



 28
 









held in escrow
hereunder, shall be (i) surrendered to the Company for cancellation upon
forfeiture, if any, of such Restricted Stock by the Participant hereunder or
(ii) subject to the provisions of Paragraph 5, released to the Participant to
the extent the Restricted Stock are no longer subject to any of the
restrictions otherwise imposed by this Agreement.


4.                                       Limitations
on Transferability.


At
any time prior to vesting in accordance with Paragraph 5, the Restricted Stock or
any interest therein cannot be directly or indirectly transferred, sold,
assigned, pledged, hypothecated, encumbered or otherwise disposed of.


5.                                     Dates
of Vesting.


Subject
to the provisions of Paragraphs 6 and 7 of this Agreement, the Restricted Stock
shall cease to be restricted and shall become non-forfeitable (thereafter being
referred to as “Unrestricted Stock”) on the 3rd anniversary of the Grant Date,
at which time the Restricted Stock shall be fully vested.


6.                                   Termination of
Employment.


Notwithstanding
anything to the contrary in the Plan or in this Agreement, the provisions of
this Paragraph 6 shall apply in the event the Participant incurs a Termination
of Employment at any time prior to the date on which the Restricted Stock shall
become Unrestricted Stock as set forth in Paragraph 5:


(a)                                  Should
the Participant incur a Termination of Employment by reason of (i) death, (ii)
Disability (as defined in the Employment Agreement), (iii) a termination by the
Participant for Good Reason (as defined in the Employment Agreement), (iv) a
termination by the Company without Cause (as defined in the Employment
Agreement) or (v) a termination by the Company by providing the Executive
written notice of the Company’s intent not to extend the term of the Employment
Agreement as described in Section 3.1 thereof, at any time prior to the date on
which the Restricted Stock shall become Unrestricted Stock as set forth in
Paragraph 5, then all of the shares of 
Restricted Stock immediately shall become Unrestricted Stock, and the
Participant immediately shall own such shares free of all restrictions
otherwise imposed by this Agreement.


(b)                                 Should
the Participant incur a Termination of Employment by reason of (i) a
termination by the Company for Cause or (ii) a termination by the Participant
without Good Reason, then the shares of Restricted Stock which have not
previously become Unrestricted Stock as set forth in Paragraph 5 shall be
forfeited immediately.


7.                                       Change
in Control.


Notwithstanding
anything to the contrary in the Plan or in this Agreement, in the event of a
Change in Control at any time prior to the date on which the Restricted Stock
shall become 



 29
 









Unrestricted Stock
as set forth in Paragraph 5, then all of the shares of Restricted Stock shall
immediately become Unrestricted Stock, and the Participant immediately shall
own such shares free of all restrictions otherwise imposed by this
Agreement.  Notwithstanding anything to
the contrary in the Plan or in this Agreement, the rights provided in Section
12.1(d) of the Plan shall not apply to the grant of Restricted Stock under this
Agreement.


8.                                       Liability
of Company.


The
inability of Company to obtain approval from any regulatory body having
authority deemed by the Company to be necessary to the lawful issuance and
transfer of any Restricted Stock pursuant to this Agreement shall relieve the
Company of any liability with respect to the non-issuance or transfer of
the Restricted Stock as to which such approval shall not have been obtained.
The Company, however, shall use its best efforts to obtain all such approvals.


9.                                   Adjustment in
Restricted Stock.


The Committee shall make or provide for such adjustments as provided
for in Section 4.6 of the Plan.


10.                                 Plan.


Notwithstanding
any other provision of this Agreement, the Restricted Stock is granted pursuant
to the Plan, and is subject to all the terms and conditions of the Plan, as the
same may be amended from time to time; provided, however, that no amendment of
the Plan shall impair any rights of the Participant under this Agreement
without the Participant’s consent. 
Notwithstanding anything in the Plan to the contrary, the Company and
the Participant acknowledge and agree that this Agreement may be amended to
comply with Section 409A of the Code and any regulation promulgated, or
guidance released, thereunder only as provided under the terms of the
Employment Agreement.


The
reasonable interpretation and construction by the Committee of the Plan and
this Agreement and such rules and regulations as may be adopted by the
Committee for the purpose of administering the Plan, shall be final and binding
upon the Participant.


11.                                   Inapplicability of Certain Sections of the
Plan.  The Company and the
Participant acknowledge and agree that (i) the mitigation of excise tax provisions
set forth in Section 13.7 of the Plan (or any successor provisions thereof) and
(ii) the offset provisions set forth in Section 13.6(g) of the Plan (or any
successor provisions thereof) shall be subject to the terms of the Employment
Agreement.


12.                                 Stockholder
Rights.


The
Participant shall be entitled to receive any dividends that become payable on
or after the Grant Date with respect to any Restricted Stock; provided,
however, that no dividends shall be payable to, or for the benefit of, the
Participant for Restricted Stock with respect to record dates occurring prior
to the Grant Date, or with respect to record dates occurring on or after the
date, if any, on which the Participant has forfeited such  Restricted Stock.  The Participant shall be entitled to vote the
Restricted Stock on or after the Grant Date to the same extent as would 



 30
 









have been
applicable to the Participant if the Restricted Stock had then been fully
vested and non-forfeitable; provided, however, that the Participant shall not
be entitled to vote the Restricted Stock with respect to record dates for such
voting rights occurring prior to the Grant Date, or with respect to record
dates occurring on or after the date, if any, on which the Participant has
forfeited the Restricted Stock.


13.                                 Employment
Rights.


Nothing
in this Agreement or in the Plan shall confer upon the Participant any right to
continue in the employ of the Company (or any of its Affiliates) for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Company (or any such Affiliate) or the Participant, which rights
are hereby expressly reserved by each party, to Terminate the Employment of the
Participant at any time for any reason whatsoever, with or without cause or
give the Participant any right to participate in any employee welfare or
benefit plan or other program (other than the Plan) of the Company or any of
its Affiliates.


14.                               Disclosure
Rights.


The
Company (or any Affiliate) shall not have any duty or obligation to disclose
affirmatively to a record or beneficial holder of Common Shares, Restricted
Stock or Unrestricted Stock, and such holder shall have no right to be advised
of, any material information regarding the Company at any time prior to, upon
or in connection with receipt of Restricted Stock.


15.                                 Governing
Law.


The
interpretation, performance, and enforcement of this Agreement shall be
governed by and enforced in accordance with the laws of the State of Illinois
(other than its laws respecting choice of law).


15.                                 Compliance
with Laws and Regulations.


(a)                                  The
issuance of Restricted Stock shall be subject to compliance by the Company and
Participant with all applicable requirements of law relating thereto and with
all applicable regulations of any stock exchange on which shares of the Company’s
Stock may be listed at the time of such exercise and issuance.


(b)                                 In
connection with the grant of Restricted Stock, the Participant shall execute
and deliver to the Company such representations in writing as may be requested
by the Company in order for it to comply with the applicable requirements of
Federal and State securities laws.



 31
 









16.                                 Successors
and Assigns.


Except
as otherwise expressly set forth in this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the succeeding
administrators, heirs, and legal representatives of the Participant and the
successors and assigns of the Company.


17.                                 Changes
in Company’s Capital Structure.


This
Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.


18.                                 Notices.


Any
notices, consents, or other communication required to be sent or given
hereunder by any of the parties shall in every case be in writing and shall be
deemed properly served if (a) delivered personally, (b) sent by registered or
certified mail, in all such cases with first class postage prepaid, return
receipt requested, (c) delivered to a nationally recognized overnight courier
service or (d) sent by facsimile transmission (with a copy sent by first class
mail) to the parties at the addresses set forth below:


	
  

  	
  If to the Company:

  	
   

  	
  Career Education Corporation

  	
   

  	
   

  
	
   

  	
   

  	
  2895 Greenspoint Pkwy.

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 600

  	
   

  	
   

  
	
   

  	
   

  	
  Hoffman Estates, IL 60195

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  	
  Career Education Corporation

  	
   

  	
   

  
	
   

  	
   

  	
  2895 Greenspoint Pkwy.

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 600

  	
   

  	
   

  
	
   

  	
   

  	
  Hoffman Estates, IL 60195

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Kenneth Zilch

  	
   

  	
   

  



 


If
to the Participant, at the addresses set forth in Section 6.1 of the Employment
Agreement.


19.                                 Construction.


Notwithstanding any other provision of this Agreement, this Agreement
and the Restricted Stock granted hereunder are made and granted pursuant to the
Plan and are in all respects limited by and subject to the express provisions
of the Plan, as amended from time to time. The reasonable interpretation and
construction of the Plan, this Agreement and the Restricted Stock by the
Committee, and such rules and regulations as may be adopted by the Committee
for the purpose of administering the Plan, shall be final and binding upon the
Participant (or any other person or persons holding the Restricted Stock).



 32
 









20.                                 Entire
Agreement.


This Agreement, together with the Plan, constitute the entire
obligation of the parties hereto with respect to the subject matter hereof and
shall supersede any prior expressions of intent or understanding with respect
to this transaction.


21.                                 Amendment.


Any amendment to this Agreement shall be in writing and signed by the
Company and the Participant.


22.                                 Waiver;
Cumulative Rights.


The failure or delay of either party to require performance by the
other party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been waived
in writing.  Each and every right
hereunder is cumulative and may be exercised in part or in whole from time to
time.


23.                                 Counterparts.


This Agreement may be signed in two counterparts, each of which shall
be an original, but both of which shall constitute but one and the same
instrument.


24.                                 Headings.


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


25.                                 Severability.


If any provision of this Agreement shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall not effect
any other provision hereof, and this Agreement shall be construed as if such
invalid or unenforceable provision were omitted.


26.                                 Tax
Consequences.


The
Participant acknowledges and agrees that he is responsible for the tax
consequences with respect to the grant of the Restricted Stock or the lapse of
restrictions otherwise imposed by this Agreement.  The Participant further acknowledges that it
is the Participant’s responsibility to obtain any advice that the Participant
deems necessary or appropriate with respect to any and all tax matters that may
exist as a result of the grant of Restricted Stock or the lapse of restrictions
otherwise imposed by this Agreement. 
Notwithstanding any other provision of this Agreement, the Restricted
Stock, together with any other assets or securities held in escrow hereunder,
shall not be released to the Participant unless, as provided in Section 13.6(c)
of the Plan, the Participant shall have paid to the Company, or made
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to the grant of the Restricted Stock or the lapse of restrictions
otherwise imposed by this Agreement.


[Signature Page to Follow]



 33
 









IN
WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement on
the day and year first above written.


	
  

  	
  CAREER EDUCATION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Gary E. McCullough

  



 


[Signature
Page to Restricted Stock Agreement]



 34















EXHIBIT
C


NON-QUALIFIED
STOCK OPTION AGREEMENT


THIS STOCK OPTION AGREEMENT (the “Agreement”)
dated as of           , 2007  (“Grant Date”), is between Career
Education Corporation, a Delaware corporation (the “Company”), and Gary E. McCullough, an employee of the
Company (the “Participant”).


WHEREAS, the  Company, Participant and CEC Employee Group, LLC are parties
to that certain Employment Agreement dated           ,
2007 (the “Employment Agreement”), pursuant to which the Company is obligated
to make certain stock option award grants to the Participant;


WHEREAS, the Company desires, by affording
the Participant an opportunity to purchase shares of the Company’s Common Stock
as hereinafter provided, to carry out its obligations under the Employment
Agreement and the purposes of the Career Education Corporation 1998 Employee
Incentive Compensation Plan (the “Plan”); and


WHEREAS, the Committee has duly made all
determinations necessary or appropriate to the grants hereunder; and


NOW, THEREFORE, in consideration of the
premises and the mutual covenants hereinafter set forth and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto have agreed, and do hereby agree, as follows:


1.                                       Definitions.


For
purposes of this Agreement, the definitions of terms contained in the Plan
hereby are incorporated by reference, except to the extent that any term is
specifically defined in this Agreement.


2.                                       Grant
of Option, Option Price and Term.


(a)                                  The
Company hereby grants to the Participant, as a matter of separate agreement and
not in lieu of salary or any other compensation for services, the right and
option (the “Option”) to purchase 33,150 shares of the Common Stock of the
Company (“Option Shares”) on the terms and conditions herein set forth.  Participant shall have all the rights and
obligations as provided for in this Agreement.


(b)                                 For
each of the Option Shares purchased, the Participant shall pay to the Company $          
per share (the “Option Price”). 
Accordingly, the aggregate Option Price to exercise all of the Option is
$           (“Aggregate
Option Price”).


(c)                                  The
term of this Option shall commence on the Grant Date and end on           ,
2017  (the “Option Period”).  The termination of the Option Period shall
result in



 35
 









the termination and cancellation of the Option.  In no event shall the Option be exercisable
for any period greater than the Option Period. 
During the Option Period, the Option shall be exercisable in accordance
with the determination of the Committee, but in no event later than the date
the Option becomes exercisable pursuant to Section 2(d) or 2(e) below.


(d)                                 The
percentage of Options which are exercisable and which will not be forfeited
upon a Termination of Employment (unless such termination is for Cause) shall
be determined in accordance with the following schedule:


	
  Date

  	
   

  	
  Cumulative Percentage of

  Option Shares Exercisable

  	
   

  
	
          ,
  2008

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
          ,
  2009

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
          ,
  2010

  	
   

  	
  75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
          ,
  2011

  	
   

  	
  100

  	
  %

  



 


(e)                                  Notwithstanding
the foregoing Section 2(d), all Options shall be 100% exercisable in the event
of a Change in Control or a Termination of Employment due to (i) death, (ii)
Disability (as defined in the Employment Agreement), (iii) a termination by the
Participant for Good Reason (as defined in the Employment Agreement), (iv) a
termination by the Company without Cause (as defined in the Employment
Agreement) or (v) a termination by the Company by providing the Executive
written notice of the Company’s intent not to extend the term of the Employment
Agreement as described in Section 3.1 thereof.


(f)                                    Any
portion of the Option which is not exercisable, pursuant to Section 2(d) or
2(e), as of a Participant’s Termination of Employment is canceled
simultaneously with the date of such Termination of Employment.


(g)                                 The
Option granted hereunder is designated as a Non-Qualified Stock Option.


(h)                                 The
Company shall not be required to issue any fractional Option Shares.


4.                                       Termination
of Option.  With respect to any
portion of the Option which is otherwise exercisable pursuant to Section 2:


(a)                                  If
Participant incurs a Termination of Employment due to death, the Option shall
be cancelled one year after the date of such Termination of Employment or upon
the expiration of the Option Period, whichever is sooner.



 36
 









(b)                                 If
Participant incurs a Termination of Employment due to a Disability, the Option
shall be cancelled one year after the date of such Termination of Employment or
upon the expiration of the Option Period, whichever is sooner, and Participant’s
death at any time following such Termination of Employment due to Disability
shall not affect the foregoing.


(c)                                  If
Participant incurs a Termination of Employment due to Retirement, if the
Termination of Employment is involuntary on the part of Participant (including
a termination by the Company by providing the Executive written notice of the
Company’s intent not to extend the term of the Employment Agreement as
described in Section 3.1 thereof, but not including a Termination of Employment
due to death or Disability or with Cause), or if the Termination of Employment
is by the Participant for Good Reason, the Option shall be cancelled ninety
(90) days after the date of such Termination of Employment or upon the
expiration of the Option Period, whichever is sooner.  If Participant incurs a Termination of
Employment which is voluntary on the part of Participant as a result of
Participant’s provision of notice to the Company of his election not to extend
the term of the Employment Agreement pursuant to Section 3.1 thereof, then the
Option shall be cancelled thirty (30) days after the date of such Termination
of Employment or upon the expiration of the Option Period, whichever is sooner.


(d)                                 If
Participant’s Termination of Employment is for Cause or by the Participant
without Good Reason, any Option shall be cancelled on the date of such
Termination of Employment.  The death or
Disability of Participant after a Termination of Employment otherwise provided
herein shall not extend the time permitted to exercise the Option.


4.                                       Exercise.  The Option shall be exercisable during the
Participant’s lifetime only by the Participant (or his or her guardian or legal
representative), and after the Participant’s death only by the
Representative.  The Option may only be
exercised by the delivery to the Company of a properly completed written
notice, in form satisfactory to the Committee, which notice shall specify the
number of Option Shares to be purchased and the aggregate Option Price for such
shares, together with payment in full of such aggregate Option Price.  Payment shall only be made:


(a)                                  in
cash or by check;


(b)                                 with
the prior written approval of the Committee, by the delivery to the Company of
a valid and enforceable stock certificate (or certificates) representing shares
of Common Stock held by the Participant, which is endorsed in blank or
accompanied by an executed stock power (or powers) and guaranteed in a manner
acceptable to the Committee;


(c)                                  in
cash by a broker-dealer to whom the Participant has submitted a notice of
exercise; or


(d)                                 in
any combination of (a), (b), or (c).



 37
 









If any part of the
payment of the Option Price is made in shares of Common Stock, such shares
shall be valued by using their Fair Market Value as of their date of delivery.


The
Option shall not be exercised unless there has been compliance with all the
preceding provisions of this Paragraph 4, and, for all purposes of this
Agreement, the date of the exercise of the Option shall be the date upon which
there is compliance with all such requirements.


5.                                       Payment
of Withholding Taxes.  If the Company
is obligated to withhold an amount on account of any tax imposed as a result of
the exercise of the Option, the Participant shall be required to pay such
amount to the Company, as provided in the Plan.


6.                                       Requirements
of Law; Registration and Transfer Requirements.  The Company shall not be required to sell or
issue any shares under the Option if the issuance of such shares shall
constitute a violation of any provision of any law or regulation of any
governmental authority applicable to the Company.  This Option and each and every obligation of
the Company hereunder are subject to the requirement that the Option may not be
exercised or performed, in whole or in part, unless and until the Option Shares
are listed, registered or qualified, properly marked with a legend or other
notation, or otherwise restricted, as is provided for in the Plan.


7.                                       Adjustments
/ Change in Control.  In the event of
a Change in Control or other corporate restructuring provided for in the Plan,
the Participant shall have such rights, and the Committee shall take such
actions, as provided in the Plan.  The
Committee shall make or provide for such adjustments as provided for in Section
4.6 of the Plan.  Notwithstanding anything
to the contrary in the Plan or in this Agreement, the rights provided in
Section 12.1(d) of the Plan shall not apply to the grant of Options under this
Agreement.


8.                                       Nontransferability.  An Option and any interest in the Option may
not otherwise be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner without the prior written consent of the
Company other than (i) by will or by the laws of descent and distribution, or
(ii) by the Participant pursuant to a gift of such Option by such Participant
to any member of the Participant’s immediate family or to any trust the
beneficiaries of which are members of the Participant’s immediate family.


9.                                       Plan.  Notwithstanding any other provision of this
Agreement, the Option is granted pursuant to the Plan, and is subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time; provided, however, that no amendment of the Plan shall impair any rights
of the Participant under this Agreement without the Participant’s consent.  Notwithstanding anything in the Plan to the
contrary, the Company and the Participant acknowledge and agree that this
Agreement may be amended to comply with Section 409A of the Code and any
regulation promulgated, or guidance released, thereunder only as provided under
the terms of the Employment Agreement. 
The reasonable interpretation and construction by the Committee of the
Plan, this Agreement and the Option, and such rules and regulations as may be
adopted by the Committee for the purpose of administering the Plan, shall be
final and binding upon the Participant.



 38
 









10.                                 Inapplicability
of Certain Sections of the Plan.  The
Company and the Participant acknowledge and agree that (i) the mitigation of
excise tax provisions set forth in Section 13.7 of the Plan (or any successor
provisions thereof) and (ii) the offset provisions set forth in Section 13.6(g)
of the Plan (or any successor provisions thereof) shall be subject to the terms
of the Employment Agreement.


11.                                 Stockholder
Rights.  Until the Option shall have
been duly exercised to purchase such Option Shares and such shares have been
officially recorded as issued on the Company’s official stockholder records, no
person or entity shall be entitled to vote, receive distributions or dividends
or be deemed for any purpose the holder of any Option Shares, and adjustments
for dividends or otherwise shall be made only if the record date therefore is
subsequent to the date such shares are recorded and after the date of exercise
and without duplication of any adjustment.


12.                                 Employment
Rights.  No provision of this
Agreement or of the Option granted hereunder shall give the Participant any
right to continue in the employ of the Company or any of its Affiliates, create
any inference as to the length of employment of the Participant, affect the
right of the Company or its Affiliates to Terminate the Employment of the
Participant, with or without cause, or give the Participant any right to
participate in any employee welfare or benefit plan or other program (other
than the Plan) of the Company or any of its Affiliates.


13.                                 Disclosure
Rights.  The Company shall have no
duty or obligation to affirmatively disclose to the Participant or a
Representative, and the Participant or Representative shall have no right to be
advised of, any material information regarding the Company or an Affiliate at
any time prior to, upon or in connection with the exercise of an Option.


14.                                 Changes
in Company’s Capital Structure.  The
existence of the Option shall not affect in any way the right or authority of
the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.


15.                                 Investment
Representation and Agreement.  If, in
the opinion of counsel for the Company, a particular representation is required
under the Securities Act of 1933 or any other applicable federal or state law,
or any regulation or rule of any governmental agency, the Company may require
such representations as the Company reasonably may determine to be necessary.


16.                                 Governing
Law.  This Agreement and the Option
granted hereunder shall be governed by, and construed and enforced in
accordance with, the laws of the State of Illinois (other than its laws
respecting choice of law).



 39
 









17.                                 Entire
Agreement.  This Agreement, together
with the Plan, constitute the entire obligation of the parties hereto with
respect to the subject matter hereof and shall supersede any prior expressions
of intent or understanding with respect to this transaction.


18.                                 Amendment.  Any amendment to this Agreement shall be in
writing and signed by the Company and the Participant.


19.                                 Waiver;
Cumulative Rights.  The failure or
delay of either party to require performance by the other party of any
provision hereof shall not affect its right to require performance of such
provision unless and until such performance has been waived in writing.  Each and every right hereunder is cumulative
and may be exercised in part or in whole from time to time.


20.                                 Counterparts.  This Agreement may be signed in two
counterparts, each of which shall be an original, but both of which shall
constitute but one and the same instrument.


21.                                 Notices.  Any notice which either party hereto may be
required or permitted to give the other shall be in writing and may be
delivered personally or by mail, postage prepaid, addressed to the Secretary of
the Company, at its then corporate headquarters, and to the Participant, at the
addresses set forth in Section 6.1 of the Employment Agreement, or to such
other address as the Participant, by notice to the Company, may designate in
writing from time to time.


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


23.                                 Severability.  If any provision of this Agreement shall for
any reason by held to be invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision hereof, and this
Agreement shall be construed as if such invalid or unenforceable provision were
omitted.


24.                                 Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon each successor and assign of the
Company.  All obligations imposed on the
Participant or a Representative, and all rights granted to the Company
hereunder, shall be binding upon the Participant’s or the Representative’s
heirs, legal representatives and successors.


[Signature
Page Follows]



 40
 









IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
an officer thereunto duly authorized, and the Participant has hereunto set his
hand, all as of the day and year first above written.


	
  

  	
  CAREER EDUCATION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Gary E. McCullough

  



 


[Signature
Page to Stock Option Agreement]



 41
 









EXHIBIT
D


RESTRICTED
STOCK AGREEMENT


THIS RESTRICTED STOCK AGREEMENT (this “Agreement”),
dated as of            ,
2007 (the “Grant Date”), is entered into between Career Education Corporation,
a Delaware corporation (the “Company”), and Gary E. McCullough (the “Participant”).


WHEREAS, the  Company, Participant and CEC Employee Group, LLC are parties
to that certain Employment Agreement dated           ,
2007 (the “Employment Agreement”), pursuant to which the Company is obligated
to make certain restricted stock award grants to the Participant;


WHEREAS, the Company desires, by affording
the Participant an opportunity to receive shares of the Company’s Common Stock
as hereinafter provided, to carry out its obligations under the Employment
Agreement and the purposes of the Career Education Corporation 1998 Employee
Incentive Compensation Plan, as amended (the “Plan”); and


WHEREAS, the Committee has duly made all
determinations necessary or appropriate to the grants hereunder;


NOW, THEREFORE, in consideration of the
above premises and the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto have agreed, and do hereby
agree, as follows:


1.                                     Definitions.


For
purposes of the Agreement, the definitions of capitalized terms contained in
the Plan are hereby incorporated herein by reference, except to the extent that
any term is specifically defined in this Agreement.


2.                                       Grant
of Restricted Stock.


Subject
to and upon the terms and conditions set forth in this Agreement, the Company
hereby grants to Participant, as a matter of separate agreement and not in lieu
of salary or any other compensation for services, 25,250 shares of Restricted
Stock of the Company, effective as of the Grant Date, and the Participant
hereby accepts the grant of Common Shares on a restricted basis, as set forth
herein.


3.                                       Stock
Certificates and Escrow.


Upon
issuance, the certificates for Restricted Stock shall be held in escrow by the
Company until, and to the extent, the Restricted Stock shall cease to be
restricted and shall become non-forfeitable, and the Participant shall own such
shares free of all restrictions otherwise imposed by this Agreement.  Restricted Stock, together with any assets or
securities



 42
 









held in escrow
hereunder, shall be (i) surrendered to the Company for cancellation upon
forfeiture, if any, of such Restricted Stock by the Participant hereunder or
(ii) subject to the provisions of Paragraph 5, released to the Participant to
the extent the Restricted Stock are no longer subject to any of the
restrictions otherwise imposed by this Agreement.


4.                                       Limitations
on Transferability.


At
any time prior to vesting in accordance with Paragraph 5, the Restricted Stock
or any interest therein cannot be directly or indirectly transferred, sold,
assigned, pledged, hypothecated, encumbered or otherwise disposed of.


5.                                     Dates
of Vesting.


Subject
to the provisions of Paragraphs 6 and 7 of this Agreement, the Restricted Stock
shall cease to be restricted and shall become non-forfeitable (thereafter being
referred to as “Unrestricted Stock”) on the 3rd anniversary of the Grant Date,
at which time the Restricted Stock shall be fully vested.


6.                                   Termination of
Employment.


Notwithstanding
anything to the contrary in the Plan or in this Agreement, the provisions of
this Paragraph 6 shall apply in the event the Participant incurs a Termination
of Employment at any time prior to the date on which the Restricted Stock shall
become Unrestricted Stock as set forth in Paragraph 5:


(a)                                  Should
the Participant incur a Termination of Employment by reason of (i) death, (ii)
Disability (as defined in the Employment Agreement), (iii) a termination by the
Participant for Good Reason (as defined in the Employment Agreement), (iv) a
termination by the Company without Cause (as defined in the Employment
Agreement) or (v) a termination by the Company by providing the Executive
written notice of the Company’s intent not to extend the term of the Employment
Agreement as described in Section 3.1 thereof, at any time prior to the date on
which the Restricted Stock shall become Unrestricted Stock as set forth in
Paragraph 5, then all of the shares of 
Restricted Stock immediately shall become Unrestricted Stock, and the
Participant immediately shall own such shares free of all restrictions
otherwise imposed by this Agreement.


(b)                                 Should
the Participant incur a Termination of Employment by reason of (i) a
termination by the Company for Cause or (ii) a termination by the Participant
without Good Reason, then the shares of Restricted Stock which have not
previously become Unrestricted Stock as set forth in Paragraph 5 shall be
forfeited immediately.


7.                                       Change
in Control.


Notwithstanding
anything to the contrary in the Plan or in this Agreement, in the event of a
Change in Control at any time prior to the date on which the Restricted Stock
shall become



 43
 









Unrestricted Stock
as set forth in Paragraph 5, then all of the shares of Restricted Stock shall
immediately become Unrestricted Stock, and the Participant immediately shall
own such shares free of all restrictions otherwise imposed by this
Agreement.  Notwithstanding anything to
the contrary in the Plan or in this Agreement, the rights provided in Section
12.1(d) of the Plan shall not apply to the grant of Restricted Stock under this
Agreement.


8.                                       Liability
of Company.


The
inability of Company to obtain approval from any regulatory body having
authority deemed by the Company to be necessary to the lawful issuance and
transfer of any Restricted Stock pursuant to this Agreement shall relieve the
Company of any liability with respect to the non-issuance or transfer of
the Restricted Stock as to which such approval shall not have been obtained.
The Company, however, shall use its best efforts to obtain all such approvals.


9.                                   Adjustment in
Restricted Stock.


The Committee shall make or provide for such adjustments as provided
for in Section 4.6 of the Plan.


10.                                 Plan.


Notwithstanding
any other provision of this Agreement, the Restricted Stock is granted pursuant
to the Plan, and is subject to all the terms and conditions of the Plan, as the
same may be amended from time to time; provided, however, that no amendment of
the Plan shall impair any rights of the Participant under this Agreement
without the Participant’s consent. 
Notwithstanding anything in the Plan to the contrary, the Company and
the Participant acknowledge and agree that this Agreement may be amended to
comply with Section 409A of the Code and any regulation promulgated, or
guidance released, thereunder only as provided under the terms of the
Employment Agreement.


The
reasonable interpretation and construction by the Committee of the Plan and
this Agreement and such rules and regulations as may be adopted by the
Committee for the purpose of administering the Plan, shall be final and binding
upon the Participant.


11.                                 Inapplicability
of Certain Sections of the Plan.  The
Company and the Participant acknowledge and agree that (i) the mitigation of
excise tax provisions set forth in Section 13.7 of the Plan (or any successor
provisions thereof) and (ii) the offset provisions set forth in Section 13.6(g)
of the Plan (or any successor provisions thereof) shall be subject to the terms
of the Employment Agreement.


12.                                 Stockholder
Rights.


The
Participant shall be entitled to receive any dividends that become payable on
or after the Grant Date with respect to any Restricted Stock; provided,
however, that no dividends shall be payable to, or for the benefit of, the
Participant for Restricted Stock with respect to record dates occurring prior
to the Grant Date, or with respect to record dates occurring on or after the
date, if any, on which the Participant has forfeited such Restricted
Stock.  The Participant shall be entitled
to vote the Restricted Stock on or after the Grant Date to the same extent as
would 



 44
 









have been
applicable to the Participant if the Restricted Stock had then been fully
vested and non-forfeitable; provided, however, that the Participant shall not
be entitled to vote the Restricted Stock with respect to record dates for such
voting rights occurring prior to the Grant Date, or with respect to record
dates occurring on or after the date, if any, on which the Participant has
forfeited the Restricted Stock.


13.                                 Employment
Rights.


Nothing
in this Agreement or in the Plan shall confer upon the Participant any right to
continue in the employ of the Company (or any of its Affiliates) for any period
of specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any such Affiliate) or the Participant, which rights are
hereby expressly reserved by each party, to Terminate the Employment of the
Participant at any time for any reason whatsoever, with or without cause or
give the Participant any right to participate in any employee welfare or
benefit plan or other program (other than the Plan) of the Company or any of
its Affiliates.


14.                               Disclosure
Rights.


The
Company (or any Affiliate) shall not have any duty or obligation to disclose
affirmatively to a record or beneficial holder of Common Shares, Restricted
Stock or Unrestricted Stock, and such holder shall have no right to be advised
of, any material information regarding the Company at any time prior to, upon
or in connection with receipt of Restricted Stock.


15.                                 Governing
Law.


The
interpretation, performance, and enforcement of this Agreement shall be
governed by and enforced in accordance with the laws of the State of Illinois
(other than its laws respecting choice of law).


15.                                 Compliance
with Laws and Regulations.


(a)                                  The
issuance of Restricted Stock shall be subject to compliance by the Company and
Participant with all applicable requirements of law relating thereto and with
all applicable regulations of any stock exchange on which shares of the Company’s
Stock may be listed at the time of such exercise and issuance.


(b)                                 In
connection with the grant of Restricted Stock, the Participant shall execute
and deliver to the Company such representations in writing as may be requested
by the Company in order for it to comply with the applicable requirements of
Federal and State securities laws.



 45
 









16.                                 Successors
and Assigns.


Except
as otherwise expressly set forth in this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the succeeding
administrators, heirs, and legal representatives of the Participant and the
successors and assigns of the Company.


17.                                 Changes
in Company’s Capital Structure.


This
Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.


18.                                 Notices.


Any
notices, consents, or other communication required to be sent or given
hereunder by any of the parties shall in every case be in writing and shall be
deemed properly served if (a) delivered personally, (b) sent by registered or
certified mail, in all such cases with first class postage prepaid, return
receipt requested, (c) delivered to a nationally recognized overnight courier
service or (d) sent by facsimile transmission (with a copy sent by first class
mail) to the parties at the addresses set forth below:


	
  

  	
  If to the Company:

  	
   

  	
  Career Education Corporation

  	
   

  	
   

  
	
   

  	
   

  	
  2895 Greenspoint Pkwy.

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 600

  	
   

  	
   

  
	
   

  	
   

  	
  Hoffman Estates, IL 60195

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  	
  Career Education Corporation

  	
   

  	
   

  
	
   

  	
   

  	
  2895 Greenspoint Pkwy.

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 600

  	
   

  	
   

  
	
   

  	
   

  	
  Hoffman Estates, IL 60195

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Kenneth Zilch

  	
   

  	
   

  



 


If
to the Participant, at the addresses set forth in Section 6.1 of the Employment
Agreement.


19.                                 Construction.


Notwithstanding any other provision of this Agreement, this Agreement
and the Restricted Stock granted hereunder are made and granted pursuant to the
Plan and are in all respects limited by and subject to the express provisions
of the Plan, as amended from time to time. The reasonable interpretation and
construction of the Plan, this Agreement and the Restricted Stock by the
Committee, and such rules and regulations as may be adopted by the Committee
for the purpose of administering the Plan, shall be final and binding upon the
Participant (or any other person or persons holding the Restricted Stock).



 46
 









20.                                 Entire
Agreement.


This Agreement, together with the Plan, constitute the entire
obligation of the parties hereto with respect to the subject matter hereof and
shall supersede any prior expressions of intent or understanding with respect to
this transaction.


21.                                 Amendment.


Any amendment to this Agreement shall be in writing and signed by the
Company and the Participant.


22.                                 Waiver;
Cumulative Rights.


The failure or delay of either party to require performance by the
other party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been waived
in writing.  Each and every right
hereunder is cumulative and may be exercised in part or in whole from time to
time.


23.                                 Counterparts.


This Agreement may be signed in two counterparts, each of which shall
be an original, but both of which shall constitute but one and the same
instrument.


24.                                 Headings.


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


25.                                 Severability.


If any provision of this Agreement shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall not effect
any other provision hereof, and this Agreement shall be construed as if such
invalid or unenforceable provision were omitted.


26.                                 Tax
Consequences.


The
Participant acknowledges and agrees that he is responsible for the tax
consequences with respect to the grant of the Restricted Stock or the lapse of
restrictions otherwise imposed by this Agreement.  The Participant further acknowledges that it
is the Participant’s responsibility to obtain any advice that the Participant
deems necessary or appropriate with respect to any and all tax matters that may
exist as a result of the grant of Restricted Stock or the lapse of restrictions
otherwise imposed by this Agreement. 
Notwithstanding any other provision of this Agreement, the Restricted
Stock, together with any other assets or securities held in escrow hereunder,
shall not be released to the Participant unless, as provided in Section 13.6(c)
of the Plan, the Participant shall have paid to the Company, or made
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to the grant of the Restricted Stock or the lapse of restrictions
otherwise imposed by this Agreement.


[Signature Page to Follow]



 47
 









IN
WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement on
the day and year first above written.


	
  

  	
  CAREER EDUCATION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Gary E. McCullough

  



 


[Signature
Page to Restricted Stock Agreement]



 48















EXHIBIT
E


NON-QUALIFIED
STOCK OPTION AGREEMENT


THIS STOCK OPTION AGREEMENT (the “Agreement”)
dated as of            ,
2007  (“Grant Date”), is between
Career Education Corporation, a Delaware corporation (the “Company”), and Gary E. McCullough, an employee of the
Company (the “Participant”).


WHEREAS, the  Company, Participant and CEC Employee Group, LLC are parties
to that certain Employment Agreement dated            ,
2007 (the “Employment Agreement”), pursuant to which the Company is obligated
to make certain stock option award grants to the Participant;


WHEREAS, the Company desires, by affording
the Participant an opportunity to purchase shares of the Company’s Common Stock
as hereinafter provided, to carry out its obligations under the Employment
Agreement and the purposes of the Career Education Corporation 1998 Employee
Incentive Compensation Plan (the “Plan”); and


WHEREAS, the Committee has duly made all
determinations necessary or appropriate to the grants hereunder; and


NOW, THEREFORE, in consideration of the
premises and the mutual covenants hereinafter set forth and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto have agreed, and do hereby agree, as follows:


1.                                       Definitions.


For
purposes of this Agreement, the definitions of terms contained in the Plan
hereby are incorporated by reference, except to the extent that any term is
specifically defined in this Agreement.


2.                                       Grant
of Option, Option Price and Term.


(a)                                  The
Company hereby grants to the Participant, as a matter of separate agreement and
not in lieu of salary or any other compensation for services, the right and
option (the “Option”) to purchase 55,350 shares of the Common Stock of the
Company (“Option Shares”) on the terms and conditions herein set forth.  Participant shall have all the rights and
obligations as provided for in this Agreement.


(b)                                 For
each of the Option Shares purchased, the Participant shall pay to the Company $           
per share (the “Option Price”). 
Accordingly, the aggregate Option Price to exercise all of the Option is
$            (“Aggregate
Option Price”).


(c)                                  The
term of this Option shall commence on the Grant Date and end on            ,
2017  (the “Option Period”).  The termination of the Option Period shall
result in 



 49
 









the termination and cancellation of the Option.  In no event shall the Option be exercisable
for any period greater than the Option Period. 
During the Option Period, the Option shall be exercisable in accordance
with the determination of the Committee, but in no event later than the date
the Option becomes exercisable pursuant to Section 2(d) or 2(e) below.


(d)                                 The
percentage of Options which are exercisable and which will not be forfeited
upon a Termination of Employment (unless such termination is for Cause) shall
be determined in accordance with the following schedule:


	
  Date

  	
   

  	
  Cumulative Percentage of

  Option Shares Exercisable

  	
   

  
	
          ,
  2008

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
          ,
  2009

  	
   

  	
  100

  	
  %

  



 


(e)                                  Notwithstanding
the foregoing Section 2(d), all Options shall be 100% exercisable in the event
of a Change in Control or a Termination of Employment due to (i) death, (ii)
Disability (as defined in the Employment Agreement), (iii) a termination by the
Participant for Good Reason (as defined in the Employment Agreement), (iv) a
termination by the Company without Cause (as defined in the Employment
Agreement) or (v) a termination by the Company by providing the Executive
written notice of the Company’s intent not to extend the term of the Employment
Agreement as described in Section 3.1 thereof.


(f)                                    Any
portion of the Option which is not exercisable, pursuant to Section 2(d) or
2(e), as of a Participant’s Termination of Employment is canceled
simultaneously with the date of such Termination of Employment.


(g)                                 The
Option granted hereunder is designated as a Non-Qualified Stock Option.


(h)                                 The
Company shall not be required to issue any fractional Option Shares.


5.                                       Termination
of Option.  With respect to any
portion of the Option which is otherwise exercisable pursuant to Section 2:


(a)                                  If
Participant incurs a Termination of Employment due to death, the Option shall
be cancelled one year after the date of such Termination of Employment or upon
the expiration of the Option Period, whichever is sooner.


(b)                                 If
Participant incurs a Termination of Employment due to a Disability, the Option
shall be cancelled one year after the date of such Termination of Employment or
upon the expiration of the Option Period, whichever is sooner, and Participant’s
death at 



 50
 









any time following such Termination of Employment due
to Disability shall not affect the foregoing.


(c)                                  If
Participant incurs a Termination of Employment due to Retirement, if the
Termination of Employment is involuntary on the part of Participant (including
a termination by the Company by providing the Executive written notice of the
Company’s intent not to extend the term of the Employment Agreement as
described in Section 3.1 thereof, but not including a Termination of Employment
due to death or Disability or with Cause), or if the Termination of Employment
is by the Participant for Good Reason, the Option shall be cancelled ninety
(90) days after the date of such Termination of Employment or upon the
expiration of the Option Period, whichever is sooner.  If Participant incurs a Termination of
Employment which is voluntary on the part of Participant as a result of
Participant’s provision of notice to the Company of his election not to extend
the term of the Employment Agreement pursuant to Section 3.1 thereof, then the
Option shall be cancelled thirty (30) days after the date of such Termination
of Employment or upon the expiration of the Option Period, whichever is sooner.


(d)                                 If
Participant’s Termination of Employment is for Cause or by the Participant
without Good Reason, any Option shall be cancelled on the date of such
Termination of Employment.  The death or
Disability of Participant after a Termination of Employment otherwise provided
herein shall not extend the time permitted to exercise the Option.


4.                                       Exercise.  The Option shall be exercisable during the
Participant’s lifetime only by the Participant (or his or her guardian or legal
representative), and after the Participant’s death only by the
Representative.  The Option may only be
exercised by the delivery to the Company of a properly completed written
notice, in form satisfactory to the Committee, which notice shall specify the
number of Option Shares to be purchased and the aggregate Option Price for such
shares, together with payment in full of such aggregate Option Price.  Payment shall only be made:


(a)                                  in
cash or by check;


(b)                                 with
the prior written approval of the Committee, by the delivery to the Company of
a valid and enforceable stock certificate (or certificates) representing shares
of Common Stock held by the Participant, which is endorsed in blank or
accompanied by an executed stock power (or powers) and guaranteed in a manner
acceptable to the Committee;


(c)                                  in
cash by a broker-dealer to whom the Participant has submitted a notice of
exercise; or


(d)                                 in
any combination of (a), (b), or (c).


If any part of the
payment of the Option Price is made in shares of Common Stock, such shares
shall be valued by using their Fair Market Value as of their date of delivery.



 51
 









The
Option shall not be exercised unless there has been compliance with all the
preceding provisions of this Paragraph 4, and, for all purposes of this
Agreement, the date of the exercise of the Option shall be the date upon which
there is compliance with all such requirements.


5.                                       Payment
of Withholding Taxes.  If the Company
is obligated to withhold an amount on account of any tax imposed as a result of
the exercise of the Option, the Participant shall be required to pay such
amount to the Company, as provided in the Plan.


6.                                       Requirements
of Law; Registration and Transfer Requirements.  The Company shall not be required to sell or
issue any shares under the Option if the issuance of such shares shall
constitute a violation of any provision of any law or regulation of any
governmental authority applicable to the Company.  This Option and each and every obligation of
the Company hereunder are subject to the requirement that the Option may not be
exercised or performed, in whole or in part, unless and until the Option Shares
are listed, registered or qualified, properly marked with a legend or other
notation, or otherwise restricted, as is provided for in the Plan.


7.                                       Adjustments
/ Change in Control.  In the event of
a Change in Control or other corporate restructuring provided for in the Plan,
the Participant shall have such rights, and the Committee shall take such
actions, as provided in the Plan.  The
Committee shall make or provide for such adjustments as provided for in Section
4.6 of the Plan.  Notwithstanding
anything to the contrary in the Plan or in this Agreement, the rights provided
in Section 12.1(d) of the Plan shall not apply to the grant of Options under
this Agreement.


8.                                       Nontransferability.  An Option and any interest in the Option may
not otherwise be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner without the prior written consent of the
Company other than (i) by will or by the laws of descent and distribution, or
(ii) by the Participant pursuant to a gift of such Option by such Participant
to any member of the Participant’s immediate family or to any trust the
beneficiaries of which are members of the Participant’s immediate family.


9.                                       Plan.  Notwithstanding any other provision of this
Agreement, the Option is granted pursuant to the Plan, and is subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time; provided, however, that no amendment of the Plan shall impair any rights
of the Participant under this Agreement without the Participant’s consent.  Notwithstanding anything in the Plan to the
contrary, the Company and the Participant acknowledge and agree that this
Agreement may be amended to comply with Section 409A of the Code and any
regulation promulgated, or guidance released, thereunder only as provided under
the terms of the Employment Agreement. 
The reasonable interpretation and construction by the Committee of the
Plan, this Agreement and the Option, and such rules and regulations as may be
adopted by the Committee for the purpose of administering the Plan, shall be
final and binding upon the Participant.


10.                                 Inapplicability
of Certain Sections of the Plan.  The
Company and the Participant acknowledge and agree that (i) the mitigation of
excise tax provisions set forth in Section 13.7 of the Plan (or any successor
provisions thereof) and (ii) the offset provisions set forth in Section 



 52
 









13.6(g) of the
Plan (or any successor provisions thereof) shall be subject to the terms of the
Employment Agreement.


11.                                 Stockholder
Rights.  Until the Option shall have
been duly exercised to purchase such Option Shares and such shares have been
officially recorded as issued on the Company’s official stockholder records, no
person or entity shall be entitled to vote, receive distributions or dividends
or be deemed for any purpose the holder of any Option Shares, and adjustments
for dividends or otherwise shall be made only if the record date therefore is
subsequent to the date such shares are recorded and after the date of exercise
and without duplication of any adjustment.


12.                                 Employment
Rights.  No provision of this
Agreement or of the Option granted hereunder shall give the Participant any
right to continue in the employ of the Company or any of its Affiliates, create
any inference as to the length of employment of the Participant, affect the
right of the Company or its Affiliates to Terminate the Employment of the
Participant, with or without cause, or give the Participant any right to
participate in any employee welfare or benefit plan or other program (other
than the Plan) of the Company or any of its Affiliates.


13.                                 Disclosure
Rights.  The Company shall have no
duty or obligation to affirmatively disclose to the Participant or a
Representative, and the Participant or Representative shall have no right to be
advised of, any material information regarding the Company or an Affiliate at
any time prior to, upon or in connection with the exercise of an Option.


14.                                 Changes
in Company’s Capital Structure.  The
existence of the Option shall not affect in any way the right or authority of
the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.


15.                                 Investment
Representation and Agreement.  If, in
the opinion of counsel for the Company, a particular representation is required
under the Securities Act of 1933 or any other applicable federal or state law,
or any regulation or rule of any governmental agency, the Company may require
such representations as the Company reasonably may determine to be necessary.


16.                                 Governing
Law.  This Agreement and the Option
granted hereunder shall be governed by, and construed and enforced in
accordance with, the laws of the State of Illinois (other than its laws
respecting choice of law).


17.                                 Entire
Agreement.  This Agreement, together
with the Plan, constitute the entire obligation of the parties hereto with
respect to the subject matter hereof and shall supersede any prior expressions
of intent or understanding with respect to this transaction.



 53
 









18.                                 Amendment.  Any amendment to this Agreement shall be in
writing and signed by the Company and the Participant.


19.                                 Waiver;
Cumulative Rights.  The failure or
delay of either party to require performance by the other party of any
provision hereof shall not affect its right to require performance of such
provision unless and until such performance has been waived in writing.  Each and every right hereunder is cumulative
and may be exercised in part or in whole from time to time.


20.                                 Counterparts.  This Agreement may be signed in two
counterparts, each of which shall be an original, but both of which shall
constitute but one and the same instrument.


21.                                 Notices.  Any notice which either party hereto may be
required or permitted to give the other shall be in writing and may be
delivered personally or by mail, postage prepaid, addressed to the Secretary of
the Company, at its then corporate headquarters, and to the Participant, at the
addresses set forth in Section 6.1 of the Employment Agreement, or to such
other address as the Participant, by notice to the Company, may designate in
writing from time to time.


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


23.                                 Severability.  If any provision of this Agreement shall for
any reason by held to be invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision hereof, and this
Agreement shall be construed as if such invalid or unenforceable provision were
omitted.


24.                                 Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon each successor and assign of the
Company.  All obligations imposed on the
Participant or a Representative, and all rights granted to the Company
hereunder, shall be binding upon the Participant’s or the Representative’s
heirs, legal representatives and successors.


[Signature
Page Follows]



 54
 









IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
an officer thereunto duly authorized, and the Participant has hereunto set his
hand, all as of the day and year first above written.


	
  

  	
  CAREER EDUCATION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Gary E. McCullough

  



 


[Signature
Page to Stock Option Agreement]



 55
 









EXHIBIT
F


RESTRICTED
STOCK AGREEMENT


THIS RESTRICTED STOCK AGREEMENT (the “Agreement”),
dated as of           ,
2007 (the “Grant Date”), is entered into between Career Education
Corporation, a Delaware corporation (the “Company”), and Gary E. McCullough
(the “Executive”).


WHEREAS, the Company desires to grant to
the Executive certain shares of restricted stock as hereinafter provided, and
subject to the terms and conditions of the Employment Agreement dated           ,
2007, by and among the Company, CEC Employee Group, LLC and the Executive (the “Employment
Agreement”);


WHEREAS, pursuant to the
Employment Agreement and as an inducement to the Executive to commence his
employment with Company, the Compensation Committee of the Company’s board of
directors (the “Committee”) has recommended that the Company grant to the
Executive the Restricted Stock Signing Bonus Grant (as defined below); and


WHEREAS, the Committee has duly made all
determinations necessary or appropriate to the grants hereunder, including that
the Restricted Stock Signing Bonus Grant shall made outside of the Company’s
Employee Incentive Compensation Plan, as amended, and that such award is
permitted to be made without stockholder approval pursuant to NASDAQ
Marketplace Rule 4350(i)(1)(A)(iv).


NOW, THEREFORE, in consideration of the
above premises and the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto have agreed, and do hereby
agree, as follows:


1.                                     Definitions.


For
purposes of the Agreement, the definitions of capitalized terms contained in
the Agreement not otherwise defined herein have the meanings ascribed to such
terms in Exhibit A hereto.


2.                                       Signing
Bonus Grant.


Subject
to and upon the terms and conditions set forth in this Agreement and the
Employment Agreement, the Company hereby grants to Executive 72,000 shares of
restricted stock of the Company (the “Restricted Stock Signing Bonus Grant”),
effective as of the Grant Date, and the Executive hereby accepts the Restricted
Stock Signing Bonus Grant on a restricted basis, as set forth herein.



 56
 









3.                                       Stock
Certificates and Escrow.


Upon
issuance, the certificates for the Restricted Stock Signing Bonus Grant shall
be held in escrow by the Company until, and to the extent, the Restricted Stock
Signing Bonus Grant shall cease to be restricted and shall become
non-forfeitable, and the Executive shall own the shares free of all
restrictions otherwise imposed by this Agreement.  The Restricted Stock Signing Bonus Grant,
together with any assets or securities held in escrow hereunder, shall be (i)
surrendered to the Company for cancellation upon forfeiture, if any, of such
Restricted Stock Signing Bonus Grant by the Executive hereunder or (ii) subject
to the provisions of Paragraph 5, released to the Executive to the extent the
Restricted Stock Signing Bonus Grant is no longer subject to any of the
restrictions otherwise imposed by this Agreement.


4.                                       Limitations
on Transferability.


At
any time prior to vesting in accordance with Paragraph 5, the Restricted Stock
Signing Bonus Grant or any interest therein cannot be directly or indirectly
transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise
disposed of except by will, by the laws of descent or distribution, or to a
designated beneficiary on a form acceptable to, or provided by the Company.


5.                                     Dates
of Vesting.


Subject
to the provisions of Paragraph 6 of this Agreement, 50% of the Restricted Stock
Signing Bonus Grant shall cease to be restricted and shall become non-forfeitable
(thereafter being referred to as “Unrestricted Stock”) on the first anniversary
of the Grant Date, and the remainder of the Restricted Stock Signing Bonus
Grant shall vest and become Unrestricted Stock on the second anniversary of the
Grant Date.


6.                                   Termination of
Employment.


Notwithstanding
anything to the contrary in this Agreement, the provisions of this Paragraph 6
shall apply in the event the Executive’s employment is terminated at any time
prior to the date on which the Restricted Stock Signing Bonus Grant shall
become Unrestricted Stock as set forth in Paragraph 5:


(a)                                  If
the Executive’s employment is terminated by reason of death or Disability at
any time prior to the date on which the Restricted Stock Signing Bonus Grant
shall cease to be restricted and shall become non-forfeitable as set forth in
Paragraph 5, then the Restricted Stock Signing Bonus Grant shall become
Unrestricted Stock, and the Executive (or his estate, as applicable)
immediately shall own such shares free of all restrictions otherwise imposed by
this Agreement.


(b)                                 If
the Executive’s employment is terminated by the Company for Cause, or if the
Executive terminates his employment other than for Good Reason, at any time
prior to the date on which the Restricted Stock Signing Bonus Grant shall cease
to be restricted and shall 



 57
 









become
non-forfeitable as set forth in Paragraph 5, then effective upon the date of
such termination any unvested portion of the Restricted Stock Signing Bonus
Grant shall be forfeited in full by the Executive.


(c)                                  If
(i) the Company terminates the Executive’s employment without Cause, (ii) the
Executive terminates his employment for Good Reason or (iii) the Company
provides the Executive written notice of the Company’s intent not to extend the
term of the Employment Agreement as described in Section 3.1 thereof, at any
time prior to the date on which the Restricted Stock Signing Bonus Grant shall
become Unrestricted Stock as set forth in Paragraph 5, then, subject to
Paragraph 6(d) below, all of the shares of restricted stock awarded pursuant to
the Restricted Stock Signing Bonus Grant shall become Unrestricted Stock, and
the Executive immediately shall own such shares free of all restrictions
otherwise imposed by this Agreement.


(d)                                 As
a condition to receiving any payments to which the Executive may otherwise be
entitled under Paragraph 6(c) above, the Company may request the Executive to
execute a release pursuant to the terms of the Employment Agreement.


7.                                       Change
in Control.  Notwithstanding anything
to the contrary in this Agreement, in the event of a Change in Control at any
time prior to the date on which the Restricted Stock Signing Bonus Grant shall
become Unrestricted Stock as set forth in Paragraph 5, then all of the shares
of the Restricted Stock Signing Bonus Grant shall immediately become
Unrestricted Stock upon such Change in Control, and the Executive immediately
shall own such shares free of all restrictions otherwise imposed by this
Agreement.


8.                                       Liability
of Company.


The
inability of Company to obtain approval from any regulatory body having
authority deemed by the Company to be necessary to the lawful issuance and
transfer of the Restricted Stock Signing Bonus Grant pursuant to this Agreement
shall relieve the Company of any liability with respect to the non-issuance
or transfer of the Restricted Stock Signing Bonus Grant as to which such
approval shall not have been obtained. The Company, however, shall use its best
efforts to obtain all such approvals.


9.                                   Adjustment in
Restricted Stock Signing Bonus Grant.


In the event of any change to the securities of the Company, including
any merger, consolidation, reorganization, stock split, reverse stock split,
recapitalization, reincorporation, exchange, combination or reclassification of
stock, stock dividend, spin-off, extraordinary cash or other property dividend,
liquidating dividend, or any other similar change to the capital structure of
the Company, the Board or the Committee shall, in such a manner as it deems
equitable, make any antidilution adjustments that it deems necessary or
appropriate to the number and type of shares that may be granted under this
Agreement in order to prevent dilution or enlargement of the benefits or
potential benefits made available under this Agreement.



 58
 









10.                                 Section
409A.


Notwithstanding
anything in this Agreement to the contrary, the Company and the Participant
acknowledge and agree that this Agreement may be amended to comply with Section
409A of the Internal Revenue Code of 1986, as amended, and any regulation
promulgated, or guidance released, thereunder only as provided under the terms
of the Employment Agreement.


11.                                 Stockholder
Rights.


The
Executive shall be entitled to receive any dividends that become payable on or
after the Grant Date with respect to the Restricted Stock Signing Bonus Grant;
provided, however, that no dividends shall be payable to, or for the benefit
of, the Executive for the Restricted Stock Signing Bonus Grant with respect to
record dates occurring prior to the Grant Date, or with respect to record dates
occurring on or after the date, if any, on which the Executive has forfeited
such Restricted Stock Signing Bonus Grant. 
The Executive shall be entitled to vote the Restricted Stock Signing Bonus
Grant on or after the Grant Date to the same extent as would have been
applicable to the Executive if the Restricted Stock Signing Bonus Grant had
then been fully vested and non-forfeitable; provided, however, that the
Executive shall not be entitled to vote the Restricted Stock Signing Bonus
Grant with respect to record dates for such voting rights occurring prior to
the Grant Date, or with respect to record dates occurring on or after the date,
if any, on which the Executive has forfeited the Restricted Stock Signing Bonus
Grant.


12.                                 Employment
Rights.


Nothing
in this Agreement shall confer upon the Executive any right to continue in the
employ of the Company (or any of its affiliates) for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the Company
(or any such affiliate) or the Executive, which rights are hereby expressly
reserved by each party, to terminate the employment of the Executive at any
time for any reason whatsoever, with or without Cause or give the Executive any
right to participate in any benefit plan and the grants hereunder shall not be
considered compensation for any benefit plan purpose, including accruals or
payments thereunder except to the extent provided by such benefit plan.


13.                               Disclosure
Rights.


The
Company (or any affiliate) shall not have any duty or obligation to disclose
affirmatively to a record or beneficial holder of Company stock, restricted
stock or Unrestricted Stock, and such holder shall have no right to be advised
of, any material information regarding the Company at any time prior to, upon
or in connection with receipt of the Restricted Stock Signing Bonus Grant or
any Unrestricted Stock.


14.                                 Governing
Law.


The
interpretation, performance, and enforcement of this Agreement shall be
governed by and enforced in accordance with the laws of the State of Illinois
(other than its laws respecting choice of law).



 59
 









15.                                 Compliance
with Laws and Regulations.


(a)                                  The
issuance of the Restricted Stock Signing Bonus Grant shall be subject to
compliance by the Company and Executive with all applicable requirements of law
relating thereto and with all applicable regulations of any stock exchange on
which shares of the Company’s stock may be listed at the time of such exercise
and issuance.


(b)                                 In
connection with the Restricted Stock Signing Bonus Grant, the Executive shall
execute and deliver to the Company such representations in writing as may be
requested by the Company in order for it to comply with the applicable
requirements of Federal and State securities laws.


16.                                 Successors
and Assigns.


Except
as otherwise expressly set forth in this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the succeeding
administrators, heirs, and legal representatives of the Executive and the successors
and assigns of the Company.


17.                                 Changes
in Company’s Capital Structure.


This
Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets. 
In no event shall the Company be required to issue any fractional shares
to the Executive pursuant to this Agreement.


18.                                 Notices.


Any
notices, consents, or other communication required to be sent or given
hereunder by any of the parties shall in every case be in writing and shall be
deemed properly served if (a) delivered personally, (b) sent by registered or
certified mail, in all such cases with first class postage prepaid, return
receipt requested, (c) delivered to a nationally recognized overnight courier
service or (d) sent by facsimile transmission (with a copy sent by first class
mail) to the parties at the addresses set forth below, or to such other address
or to the attention of such other person as the recipient party has specified
by prior written notice to the sending party.


	
  

  	
  If to the Company:

  	
   

  	
  Career Education Corporation

  	
   

  	
   

  
	
   

  	
   

  	
  2895 Greenspoint Pkwy.

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 600

  	
   

  	
   

  
	
   

  	
   

  	
  Hoffman Estates, IL 60195

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: General Counsel

  	
   

  	
   

  



 



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  With a copy to:

  	
   

  	
  Career Education Corporation

  	
   

  	
   

  
	
   

  	
   

  	
  2895 Greenspoint Pkwy.

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 600

  	
   

  	
   

  
	
   

  	
   

  	
  Hoffman Estates, IL 60195

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Kenneth Zilch

  	
   

  	
   

  



 


If
to the Executive, at the address set forth on the signature page hereto.


19.                                 Construction.


The reasonable interpretation
and construction of this Agreement by the Committee, and such rules and
regulations as may be adopted by the Committee for the purpose of administering
the Agreement, shall be final and binding upon the Executive (or any other
person or persons holding the Restricted Stock Signing Bonus Grant).  The determination of whether a Change in
Control has occurred shall be made by the Committee pursuant to the preceding
sentence.


20.                                 Entire
Agreement.


This Agreement constitutes the entire obligation of the parties hereto
with respect to the subject matter hereof and shall supersede any prior
expressions of intent or understanding with respect to this transaction.  In the event of any conflict between the
provisions of this Agreement and the provisions of the Employment Agreement,
the provisions of this Agreement shall govern.


21.                                 Amendment.


Any amendment to this Agreement
shall be in writing and signed by the Company and the Executive.


22.                                 Waiver;
Cumulative Rights.


The failure or delay of either party to require performance by the
other party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been waived
in writing.  Each and every right
hereunder is cumulative and may be exercised in part or in whole from time to
time.


23.                                 Counterparts.


This Agreement may be signed in two counterparts, each of which shall
be an original, but both of which shall constitute but one and the same
instrument.


24.                                 Headings.


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



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25.                                 Severability.


If any provision of this Agreement shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall not effect
any other provision hereof, and this Agreement shall be construed as if such
invalid or unenforceable provision were omitted.


26.                                 Tax
Consequences.


The
Executive acknowledges and agrees that he is responsible for the tax
consequences with respect to the grant of the Restricted Stock Signing Bonus
Grant or the lapse of restrictions otherwise imposed by this Agreement.  The Executive further acknowledges that it is
the Executive’s responsibility to obtain any advice that the Executive deems
necessary or appropriate with respect to any and all tax matters that may exist
as a result of the grant of the Restricted Stock Signing Bonus Grant or the
lapse of restrictions otherwise imposed by this Agreement.  Notwithstanding any other provision of this
Agreement, the Restricted Stock Signing Bonus Grant, together with any other
assets or securities held in escrow hereunder, shall not be released to the
Executive unless, the Executive shall have paid to the Company, or made
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to the grant of the Restricted Stock Signing Bonus Grant or the lapse
of restrictions otherwise imposed by this Agreement.


Signature
Page Follows



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IN WITNESS WHEREOF, the parties
hereto have acknowledged their rights and obligations under this Agreement as
of the date first written above.


CAREER
EDUCATION CORPORATION


	
  

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GARY E.
  McCULLOUGH

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
			



 


[Signature Page to Restricted Stock Agreement]



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EXHIBIT A


Certain Defined Terms:


“Cause” shall be
limited to the following: (a) commission of any material act of fraud by
Executive with respect to which there is an admission of guilt or a conviction
or final, unappealable civil judgment; (b) misappropriation of funds or
embezzlement by Executive with respect to which there is an admission of guilt
or a conviction; (c) Executive’s conviction on any felony criminal charges; (d)
willful misconduct or malfeasance in the performance of Executive’s duties in any
material respect; (e) any willful misrepresentation or willful series of
misrepresentations made by Executive to the Company or the Board of Directors
of the Company (the “Board”) in connection with the performance of his duties
under the Employment Agreement that individually or in the aggregate are
material; (f) any material breach by Executive of any of the provisions of
Sections 4 or 5 of the Employment Agreement; or (g) any other material breach
by Executive of the Employment Agreement (including, without limitation, any
willful failure to adhere to good faith, lawful instructions given by the
Board) that is not cured by Executive within thirty (30) days after his receipt
of written notice thereof; provided, that if such failure is curable but is incapable
of cure within thirty (30) days after such written notice, Executive shall have
ninety (90) days after such notice to cure the failure, so long as Executive
commences action to cure such failure within such thirty (30) day period and
thereafter diligently and continuously takes action to cure such failure during
the remainder of such ninety (90) days. 
Executive shall not be deemed to have been terminated for Cause unless
and until the occurrence of the following two events:


(1) Executive is given a notice from the Board that
identifies the grounds for the proposed termination of Executive’s employment
and notifies Executive that he, along with his legal counsel, shall have an
opportunity to address the Board with respect to the alleged grounds for termination
at a meeting of the Board called and held for the purpose of determining
whether Executive engaged in conduct described in the preceding sentence, such
meeting to be held no earlier than thirty (30) days after Executive is given
such notice (unless Executive consents to an earlier meeting); and


(2) Executive is given a copy of resolutions, duly
adopted by the affirmative vote of not less than a majority of the entire
membership of the Board at a meeting of the Board called and held for the
purpose of finding that, in the opinion of a majority of the Board, Executive
was guilty of conduct set forth in the preceding sentence, that specify the
grounds and evidence for termination and indicate that the grounds for
termination have not been cured within the time limits, if applicable,
specified in the notice referred to in (1) above.


“Change in Control” shall mean if (a) any corporation,
person or other entity (other than the Company, a majority-owned subsidiary of
the Company or any of its subsidiaries, or an employee benefit plan (or related
trust) sponsored or maintained by the Company), including a “group” as defined
in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner of stock
representing more than twenty percent (20%) of the combined voting power of the
Company’s then outstanding securities; (b)(i) the stockholders of the Company
approve a



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definitive agreement to merge or consolidate the Company with or into
another corporation other than a majority-owned subsidiary of the Company, or
to sell or otherwise dispose of all or substantially all of the Company’s
assets, and (ii) the persons who were the members of the Board of Directors of
the Company prior to such approval do not represent a majority of the directors
of the surviving, resulting or acquiring entity or the parent thereof; (c) the
stockholders of the Company approve a plan of liquidation of the Company; or
(d) within any period of 24 consecutive months, persons who were members of the
Board of Directors of the Company immediately prior to such 24-month period,
together with any persons who were first elected as directors (other than as a
result of any settlement of a proxy or consent solicitation contest or any
action taken to avoid such a contest) during such 24-month period by or upon
the recommendation of persons who were members of the Board of Directors of the
Company immediately prior to such 24-month period and who constituted a
majority of the Board of Directors of the Company at the time of such election,
cease to constitute a majority of the Board.


“Disability” shall mean the substantial inability of
Executive, by reason of physical or mental illness or accident, to perform his
regular responsibilities hereunder for a period of one hundred eighty (180)
days in any three hundred sixty-five (365) day period.  The determination that a Disability exists
shall be made by a physician, such physician reasonably selected by the Board
and consented to by Executive, whose consent shall not be unreasonably
withheld, whose determination shall be binding on the parties hereto.


“Good Reason” shall mean any of the following:


(1) any material breach by the Company or CEC Employee
Group, LLC of the terms of the Employment Agreement, including the failure to
pay the Executive’s base salary or any cash bonus payable thereunder when due;
or


(2) any material change by the Company or CEC Employee
Group, LLC in Executive’s duties or responsibilities inconsistent with the
terms hereof or the assignment to Executive by the Company or Employee Group of
duties or responsibilities inconsistent with Executive’s position as President
and Chief Executive Officer of the Company; or


(3) a relocation of the principal offices of the
Company that requires Executive to relocate his current residence (excluding
the Executive’s residence in Ohio), to an area more than seventy-five (75)
miles from Hoffman Estates, Illinois; or


(4) an elimination of, or material reduction in
benefits (other than an elimination or reduction required by applicable law)
provided under any executive benefit plan, where such elimination or reduction
is not generally applicable to all plan participants.



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EXHIBIT
G


1.               Subject to the
following provisions of this Exhibit G, but otherwise anything in this
Agreement to the contrary notwithstanding, in the event it shall be determined
that any payment or distribution by the Company or Employee Group to or for the
benefit of Executive (whether paid or payable or distributed or distributable
pursuant to the terms of the Agreement, the other agreements executed in
connection herewith (including the award agreements relating to the Initial
Grant, Inducement Grant, and Signing Bonus Grant) or otherwise), but determined
without regard to any additional payments required under this Exhibit G (a “Payment”)
would be subject to the excise tax imposed by Section 4999 of the 1986 Internal
Revenue Code, as amended (the “Code”), or any interest or penalties are
incurred by Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), the Company shall make a payment (a “Gross-Up
Payment”) to Executive in an amount such that, after payment by Executive of
all applicable taxes (including federal, state, and local income taxes and
penalties, employment taxes (including FICA), or other taxes) (and any interest
and penalties imposed with respect thereto) and Excise Taxes imposed on the
Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed on the Payment.


2.               Subject to the
provisions of Paragraph 3 of this Exhibit G, all determinations required to be
made under this Exhibit G, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a certified public
accounting firm designated by Executive (the “Executive Accounting Firm”) which
shall provide detailed supporting calculations both to the Company and to
Executive within fifteen (15) business days of the receipt of notice from
Executive that there has been a Payment, or such earlier times as is requested
by Executive. If the Executive Accounting Firm determines that no Excise Tax is
payable by Executive, it shall, upon the written request of Executive, furnish
Executive with a written opinion that failure to report the Excise Tax on
Executive’s applicable federal income tax return would not result in the
imposition of a negligence or similar penalty. The calculations prepared by the
Executive Accounting Firm shall be reviewed on behalf of the Company by the
Company’s independent auditors (the “Company Accounting Firm”) which shall
provide its conclusions, together with detailed supporting calculations, both
to the Company and Executive within fifteen (15) business days after receipt of
the calculations and supporting materials prepared by the Executive Accounting
Firm. In the event of a dispute between the Executive Accounting Firm and the
Company Accounting firm, such firms shall, within five (5) business days of
receipt of the conclusions and supporting materials prepared by the Company
Accounting Firm, jointly select a third nationally recognized certified public
accounting firm (the “Third Accounting Firm”) to resolve the dispute. The Third
Accounting Firm shall submit its conclusions to the Company and Executive
within fifteen (15) business days after receipt of notice of its appointment
hereunder and the decision of the Third Accounting Firm shall be final, binding
and conclusive upon Executive and the Company. All fees and expenses of all
such accounting firms shall be borne solely by the Company. Any Gross-Up
Payment shall be



 66
 









paid
by the Company to Executive within five (5) business days after the earlier of
acceptance by the Company of the calculations prepared by the Executive
Accounting Firm or the Company’s receipt of the Third Accounting Firm’s
determination.


3.               As a result of
the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination of whether any Gross-Up Payment should be made
hereunder, it is possible that a Gross-Up Payment will have been due but not
made by the Company (an “Underpayment”), consistent with the calculations
required to be made hereunder. In the event that the Company exhausts its
remedies pursuant this Exhibit G and Executive thereafter is required to make a
payment of any Excise Tax, the Executive Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of Executive.


4.               Executive shall
notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of the Gross-up
Payment. Such notification shall be given as soon as practicable (but not later
than ten (10) business days after Executive is informed in writing of such
claim) and shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid. Executive shall not pay such claim
prior to the expiration of the thirty-day period following the date on which it
gives such notice to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such claim is due). If the Company
notifies Executive in writing prior to the expiration of such period that it
desires to contest such claim, Executive shall:


A)
Give the Company any information reasonably requested by it relating to such
claim;


B)  Take such action in connection with
contesting such claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company
and acceptable to Executive;


(C)  Cooperate with the Company
in good faith in order effectively to contest such claim; and


(D)  Permit the Company to participate in any
proceedings relating to such claim.


5.               The Company
shall bear and pay directly all costs and expenses (including additional
interest and penalties, and legal fees, costs and expenses) incurred in
connection with a contest of a claim under Paragraph 4 of this Exhibit G and
shall indemnify and hold Executive harmless, on an after-tax basis, for any
Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of this Exhibit G, the
Company shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings,



 67
 









hearings
and conferences with the taxing authority in respect of such claim and may, at
its sole option, either direct Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and Executive agrees to
prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine. If the Company directs Executive to pay such claim and
sue for a refund, the Company shall advance the amount of such payment to
Executive on an interest-free basis and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such
advance or with respect to any imputed income with respect to such advance. Any
extension of the statute of limitations relating to payment of taxes for the
taxable year of Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company’s control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.


6.               If, after the
receipt by Executive of an amount advanced by the Company pursuant to this
Exhibit G, Executive becomes entitled to receive any refund with respect to
such claim, Executive shall (subject to the Company’s complying with the
requirements of this Exhibit G) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by Executive of an amount advanced
by the Company pursuant to this Exhibit G, a determination is made that
Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify Executive in writing of its intent to contest such
denial of refund prior to the expiration of thirty (30) days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.



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  EXHIBIT H

  
	
  FOR
  ILLINOIS EMPLOYEES

  	
   

  



N O T I C E


We are required, under
the Employee Patent Act, Ill. Rev. Stat. ch. 140, para. 302 (1987), to provide
each employee who enters into an employment agreement containing a “work-for-hire”
provision with a written notification of the following:


The agreement does not apply to an invention for which no equipment,
supplies, facility, or trade secret information of the employer was used and
which was developed entirely on the employee’s own time, unless (a) the
invention relates (i) to the business of the employer, or (ii) to the employer’s
actual or demonstrably anticipated research or development, or (b) the
invention results from any work performed by the employee for the employer.


Please acknowledge that
you have received a copy of this Notice as of March 5, 2007, by signing below.


 


	
  

  	
  Employee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gary E. McCullough

  	
   

  
				



 



 69