Exhibit 4.3



 Exhibit 4.3 
 Learning Tree International, Inc. 
 STOCK OPTION AWARD AGREEMENT 
 To: [name of Optionee] (“Optionee”) 
 From: Learning Tree International, Inc. 
 Date:                 

 Learning Tree International, Inc. (“Learning Tree”) has adopted the 2007 Equity Incentive
Plan (the “Plan”) under which Learning Tree may grant options to purchase shares of Learning Tree's Common Stock, $.0001 par value (the “Common Stock”). We are pleased to inform you that the
Compensation Committee of our Board of Directors (the “Committee”) has decided to grant you an option under the Plan (your “Option”). 
 Your Option will be governed by the Plan, the attached Standard Terms and Conditions (the “Terms”) and the following specific
provisions (which are subject to adjustment under the Plan and the Terms): 
 The “Date of Grant” for your Option is:
                . 
 The “Expiration
Date” of your Option is:                 . 
 The
“Exercise Price” per share for your Option is: $             
 The “Maximum Number of Shares” potentially covered by your Option is: _____________. 
 The actual
“Number of Shares” covered by your Option will equal the following percentage of your Maximum Number of Shares, [Insert targets]: 
  

			
	 Target
	  	 Percentage of Maximum Number of Shares

		  	
		
		  	
		
		  	
		
		  	
		
		  	

  

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 However, regardless of the foregoing table, the Number of Shares will equal zero, and you will not be
able to exercise this Option, if [any Minimum Target is not met]. 
 Your Option is a Non-qualified Stock Option. 
 Vesting. As one of Learning Tree's employees, you will earn the right to exercise
                 percent (        %) of your Number of Shares on each of December 31,
            , December 31, 20         and December 31, 20         if you are employed by Learning
Tree or its subsidiaries on such date. Your Option cannot be exercised until December 31, 20        . As an example, at any time after December 31, 20        ,
but before December 31, 20        , the maximum number of shares you may purchase or have purchased under this Option is              percent
(        %) of the Number of Shares; after December 31, 20        , you may purchase all of the Number of Shares. Of course, you can never exercise the Option for
more than the Number of Shares (even if less than the Maximum Number of Shares) or after the Expiration Date (in each case as adjusted under the Terms and the Plan). 
 Please review the Plan and the Terms carefully, as they control your rights under your Option. Then sign (and if you are married, have your spouse sign) one copy of this letter and return it to Nancy McKinley. If you
have any questions, please call her. 
 We appreciate your continuing efforts on behalf of Learning Tree. 
  

			
	 Very truly yours,
 Learning Tree
International, Inc.

		
	By:	 	 
		
	Its:	 	 


 I hereby accept this Option and have reviewed the Plan and the Terms. I understand that I will lose my right
to exercise my Option under certain circumstances, including my ceasing to be an employee of Learning Tree, whether voluntary or not. I further understand that I may not transfer my Option except under circumstances described in the Plan.

  

	
	
	
	 
	“Optionee”


 I agree to be bound by all of the terms and conditions of the Option, including those set forth in the Plan
and the Terms. 
  

	
	Optionee's Spouse
	
	 
	


  

 2 









			
	
		
	Name:	 	 
		 	


 THE OPTION AND ANY SHARES ISSUABLE UNDER IT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
SAID ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF AND ANY APPLICABLE STATE SECURITIES LAWS AND AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER HEREOF THAT SUCH REGISTRATION IS NOT REQUIRED. 
  

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 STANDARD TERMS AND CONDITIONS 
 These Standard Terms and Conditions are attached to a letter (the "Option Letter") from Learning Tree International, Inc. (“Learning Tree”) granting an Option to you, and are
intended to govern that Option. All capitalized terms not specifically defined in these Standard Terms and Conditions have the meanings set forth in the Stock Option Award Agreement or in Learning Tree's 2007 Equity Incentive Plan. 
 1 . Option. You may exercise the Option to buy all or any part of any Number of Shares of Common Stock which is then exercisable at the
Exercise Price per share until the Expiration Date. This Option is not intended to qualify as an Incentive Stock Option. 
 2 .
Manner of Exercise. This Option may be exercised only (i) during your lifetime, by you; (ii) to the extent permitted by the Committee, by your designated beneficiary in the event of your death; and (iii) after your
death, by your transferees by will or the laws of descent or distribution. To exercise this Option, you must provide Learning Tree with (a) a written notice of exercise in the form attached hereto as Exhibit A, and (b) the full
purchase price of the shares to be purchased (i) in cash or by check or promissory note payable to the order of Learning Tree or (ii) by delivery of shares of Common Stock of Learning Tree previously purchased on the open market or
acquired more than six months previously through exercise of a stock option, and in your possession, valued at fair market value, or (iii) in consideration received from a licensed broker under a cashless exercise program, or (iv) any
combination of the foregoing or such other consideration as permitted by applicable laws and the Committee. This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than (a) one hundred
(100) shares or (b) the total number of shares then eligible for exercise, if less than one hundred (100) shares. 
 3 .
Termination of Service; Death or Disability. The Expiration Date is the earlier of (i) the date set out in this Award Agreement or (ii) the expiration of ten years from the Date of Grant, or (iii) the expiration
of a period following the time you cease (whether voluntarily or involuntarily) to be an employee of Learning Tree or its subsidiaries, which period will be (a) three (3) months if you ceased to be an employee for any reason other than
your death, Disability or Retirement, or (b) twelve (12) months if you die or become Disabled while you are an employee of Learning Tree or one of its subsidiaries. Any options not exercisable on the date that you cease to be an employee
(whether voluntarily or involuntarily) will be of no further force or effect. If you are not an employee of Learning Tree or one of its subsidiaries at the time this Option is granted, the Expiration Date will be determined in a similar manner based
on the time that you cease to be a regular consultant for Learning Tree and its subsidiaries. After the Expiration Date, the Option will expire and be void and of no further force or effect. 
 4 . Shares to be Issued in Compliance with Applicable Laws and Exchange Rules. By accepting the Option, you represent and agree, for
yourself and any person entitled to exercise this Option, that none of the shares purchased on exercise of the Option will be acquired with a view to any sale, transfer or distribution in violation of the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated thereunder, any applicable state "blue sky" laws or any applicable foreign laws. If required by the Committee at the time the Option is exercised, the person entitled to
exercise the Option shall furnish evidence satisfactory to Learning Tree to such effect (including a written representation and an indemnification of Learning Tree in the event of any violation of any applicable laws). Learning Tree does not have to
issue any shares on the exercise of this Option if there has not been full compliance with all applicable requirements of the Securities Act (whether by registration or satisfaction of exemption conditions), all applicable listing requirements of
any national securities exchange on which shares of the same class are then listed and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance. 
  

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 5 . Withholding of Taxes. Upon the exercise of this Option, Learning Tree may require the
person entitled to exercise it to pay Learning Tree the amount of any taxes which Learning Tree is required to withhold with respect to the exercise. 
 6 . No Assignment or Transfer. This Option and all other rights and privileges granted hereby shall not be transferred, either voluntarily or by operation of law except (i) by will or the laws of
descent and distribution or (ii) to your designated beneficiary to the extent permitted by the Committee. If there is any other attempt to transfer this Option or any other right or privilege granted hereby, this Option and all rights and
privileges granted hereby shall immediately become null and void and be of no further force or effect. 
 7 . Participation in Other
Company Plans. The grant of this Option will not affect any right you might otherwise have to participate in and receive benefits under the then current provisions of any pension, insurance, or profit sharing program of Learning Tree or of
any subsidiary of Learning Tree. 
 8 . Not an Employment or Service Contract. Nothing in this Option is to be construed as an
agreement, express or implied, by Learning Tree or any of its subsidiaries to employ you or contract for your services, nor will it restrict Learning Tree's or such subsidiary's right to discharge you or cease contracting for your services or to
modify, extend or otherwise affect in any manner whatsoever, the terms of any employment agreement or contract for services which may exist between you and Learning Tree or any of its subsidiaries. 
 9 . No Rights as a Shareholder Until Issuance of Stock Certificate. Neither you nor any other person legally entitled to exercise this
Option will be entitled to any of the rights or privileges of a shareholder of Learning Tree with respect to any shares issuable upon any exercise of this Option unless and until a certificate or certificates representing the shares shall have been
actually issued and delivered. 
 10 . Agreement Subject to Plan. This Option is subject to, and Learning Tree and you agree to
be bound by, all of the terms and conditions of the Plan, as it may be amended from time to time in accordance with its terms. No amendment to the Plan will adversely affect your rights under this Option in a material manner without your prior
written consent. 
 11 . Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this
Option Agreement constitute our entire agreement with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of Learning Tree and you with respect to the subject matter hereof. The interpretation,
performance and enforcement of this Agreement shall be governed by the internal substantive laws of the State of Delaware, without regard to the conflict of laws provisions of that or any other State. The Option can only be amended in a writing
executed by a duly authorized Executive Officer of Learning Tree. 
  

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 EXHIBIT A 
 LEARNING TREE INTERNATIONAL, INC. 
 2007 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
 Date:_________________

 Learning Tree International, Inc. 
 1805 Library Street

 Reston, VA 20190 
 Attention: Chief Financial Officer

 1. Exercise of Option. Effective as of today, I, ________________, hereby elect to purchase _______ shares (the “Shares”)
of the Common Stock of Learning Tree International, Inc. (the “Company”) by exercising my Option granted pursuant to the Stock Option Award Agreement dated _____________, 20     (the “Award Agreement”).

 2. Delivery of Payment. With this Notice, I am enclosing the full purchase price of $_____ for the Shares in the following form
(check the applicable box): ___ cash; ___ check; ___ promissory note; ____ shares of Common Stock; ___ consideration delivered by a licensed broker under a cashless exercise program; or reduction in the amount of Company liability to me. If I am
paying with shares of Common Stock, I hereby represent and warrant that I previously purchased such shares on the open market or acquired them more than six months previously through exercise of a stock option. I agree to deliver to Learning Tree
withholding taxes due within five (5) days of receiving a written demand from Learning Tree. 
 3. Representations of Purchaser.
I acknowledge that I have received, read and understood the Plan and the Award Agreement, and I agree to abide by and be bound by their terms and conditions. 
 4. Rights as Shareholder. Until the issuance of the Shares, I will not have any right to vote the Shares or receive dividends thereon or exercise any other rights as a shareholder with respect to the Shares.

 5. Tax Consultation. I represent that I have consulted with any tax consultants I deem advisable in connection with the purchase or
disposition of the Shares and that I am not relying on Learning Tree for any tax advice. 
  

					
	 Submitted by:
	  		 	Accepted by:
	 PURCHASER
	  		 	LEARNING TREE INTERNATIONAL, INC.
			
	 	  		 	 
	 Signature
	  		 	By
			
	 	  		 	 
	 Print Name
 Address:
	  		 	 Title
 Address:
 1805 Library Street
 Reston, VA 20190

			
	 	  		 	

  

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