EX-10.13



 Exhibit 10.13 

 
 



 
 Career Education Corporation 

2013 Annual Incentive Award Program 

for Key Executives 

pursuant to the 
 2008
Incentive Compensation Plan 







 



 
 ARTICLE 1 

PURPOSE AND PERFORMANCE PERIOD 

1.1         Purpose. This document is created to set forth the terms and conditions for certain Grantees
who have been selected to participate in the Annual Incentive Award portion of the Plan for calendar year 2013. To the extent that there is any conflict between the terms of this document and the terms of the Plan, the Plan shall control. It is the
intent of the Company that amounts that become due pursuant to this program will qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. 

1.2         Performance Period. This document is effective for certain eligible Annual Incentive Awards
calculated for Grantees under the Plan relating to calendar year 2013. 
 1.3         Continued
Employment. Unless otherwise determined by the Committee, and subject to Section 1.4 hereof, a Grantee must be employed by the Company or an Affiliate on the last day of the Performance Period in order to be eligible to receive an
Annual Incentive Award payment hereunder. 
 1.4         No Misconduct. If at any time prior to the
date the Annual Incentive Award is paid by the Company a Grantee is determined by the Committee to have engaged in Misconduct, then no such Annual Incentive Award shall be paid to such Grantee. 

ARTICLE 2 
 DEFINITIONS

 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. The following
words and phrases shall have the following meanings: 
 2.1         “General Program” means
the Career Education Corporation 2013 Annual Incentive Award Program. 
 2.2        
“Misconduct” means any one of the following in which a Grantee may engage during the Performance Period or any time thereafter, but prior to the date the Annual Incentive Award is paid: (a) any act of intentional
misconduct, dishonesty, gross negligence, conscious abandonment, or neglect of duty; (b) any violation of the Company’s Code of Conduct, policies on maintaining confidentiality of proprietary information, Code of Ethics or
non-discrimination or anti-harassment policy; (c) any commission of a criminal activity, fraud, or embezzlement; (d) any failure to reasonably cooperate in any investigation or proceeding concerning the Company or any of its Affiliates;
(e) any unauthorized disclosure or use of confidential information or trade secrets; or (f) any violation of any enforceable restrictive covenant, such as a non-compete, non-solicit, or non-disclosure agreement between the Grantee and the
Company. 
 2.3         “Revenue” means the revenue of the Company as reported on the
Company’s Form 10-K for the year ending on December 31, 2013 (which is prepared in accordance with the generally accepted accounting principles of the U.S). 

2.4         “Performance Period” means the calendar year ending December 31, 2013. 

2.5         “Plan” means the Career Education Corporation 2008 Incentive Compensation Plan.

 2.6         “Program” means this 2013 Annual Incentive Award Program for Key Executives
which is established under the Plan. 
  
  

 
  
  

 

			
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 ARTICLE 3 

ELIGIBILITY 

3.1         Eligibility. The Grantees for the Performance Period have been designated as eligible
hereunder in accordance with the Plan. The Grantees participating hereunder for the Performance Period are: Jeffrey Ayers, Teresa Cotton Santos, Jason Friesen, Daniel Hurdle, Manoj Kulkarni, Anthony Mitchell, Colon McLean and Colleen
O’Sullivan. 
 ARTICLE 4 

ANNUAL INCENTIVE AWARD AMOUNTS 

4.1         Amount. So long as the Company achieves Revenue for the Performance Period of at least $1
billion, each Grantee hereunder will be eligible to receive the Annual Incentive Award set forth next to such Grantee’s name in the table below. 
  

							
	 Name of Grantee
	  	 Position of Grantee
	  	Annual Incentive
Award Amount	 
	 Ayers, Jeffrey
	  	Sr. Vice President, General Counsel & Corp Secretary	  	$	570,000	  
	 Cotton Santos, Teresa
	  	Sr. Vice President & Chief Compliance Officer	  	$	275,000	  
	 Friesen, Jason
	  	Sr. Vice President, & Chief University Officer	  	$	532,500	  
	 Hurdle, Daniel
	  	Sr. Vice President & Chief Career Schools Officer	  	$	495,000	  
	 Kulkarni, Manoj
	  	Sr. Vice President & Chief Innovation Officer	  	$	403,500	  
	 Mitchell, Anthony
	  	Sr. Vice President & Chief Public Relations and Communication s Officer	  	$	365,625	  
	 McLean, Colon
	  	Sr. Vice President & Chief Human Resources Officer	  	$	341,438	  
	 O’Sullivan, Colleen
	  	Sr. Vice President & Chief Financial Officer	  	$	532,500	  

 ARTICLE 5 

COMMITTEE DISCRETION 

5.1         Committee Discretion. The Committee retains the discretion to reduce, but not increase, the
Annual Incentive Award of any Grantee in its sole and absolute discretion. Any such reduction may be made for any reason, including satisfaction or non-satisfaction of subjective factors, that the Committee may, in its sole and absolute discretion,
consider. 
  
  
  

 
  
  

 
  
  

 
  

			
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