Exhibit 10.4
 NOTICE OF GRANT OF RESTRICTED STOCK AWARD
TO
NON-EMPLOYEE DIRECTOR
UNDER THE
EDUCATION MANAGEMENT CORPORATION
OMNIBUS LONG-TERM INCENTIVE PLAN
 Company Plan Notice Terms and Conditions
 Participant: [  ]
 Grant Date: [  ]
 # of Shares of Restricted Stock:       [  ]
 Purchase Price: Paragraph 5
 Vesting Schedule: Paragraphs 4 and 6
 Date of Vesting
    
    Cumulative Amount VestedFirst Anniversary of Grant Date
    
    100%
 Change in Control:
 Forfeiture:
  Participant
    
    Education Management CorporationBy:Title:Date:
    
    
    Date:




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TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD
 Terms and Conditions Notice Company Participant
 Plan
 1.
    
    Grant of Restricted Stock.
 Restricted Shares Paragraph 2 Paragraph 2
 Paragraph 3
 Paragraph 1(d) Legend
 The ownership and transferability of this certificate and the
shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Omnibus Long-Term
Incentive Plan and a Notice of Grant of Restricted Stock Award
entered into between the registered owner and Education Management
Corporation. Any attempt to dispose of these shares (or any
interest therein) in contravention of such terms and conditions
shall be null and void and without effect.




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2.
    
    Restrictions.
    Paragraph 4
  3.
    
    Restricted Period and Vesting. The Restricted Period is the period
beginning on the Grant Date and ending on the date the Restricted Shares are deemed vested
under the schedule set forth in the Notice. The Restricted Shares shall be deemed vested and
no longer subject to forfeiture under Paragraph 4 in accordance with the vesting
schedule set forth in the Notice or earlier in the event of a Change in Control.4.
    
    Forfeiture.
 Paragraph 6




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Paragraph 3
 Paragraph 4
 5.
    
    Withholding. The Committee shall determine the amount of withholding or other tax
required by law (if any) to be withheld or paid by the Company with respect to any income
recognized by the Participant with respect to the Restricted Shares, and shall have the right
to deduct any such amount from payments otherwise payable to the Participant. The Participant
shall be required to meet any applicable tax withholding obligation in accordance with the
provisions of Section 17.3 of the Plan.6.
    
    Committee Discretion. Notwithstanding any provision of the Notice or these Terms and
Conditions to the contrary, the Committee shall have discretion under the Plan to waive any
forfeiture of the Restricted Shares as set forth in Paragraph 4, the Restricted Period
and any other conditions set forth in the Notice or these Terms and Conditions.7.
    
    Defined Terms. Capitalized terms used but not defined in the Notice and Terms and
Conditions shall have the meanings set forth in the Plan.8.
    
    Nonassignability. The Restricted Shares may not be sold, assigned, transferred
(other than by will or the laws of descent and distribution), pledged, hypothecated, or
otherwise encumbered or disposed of until the restrictions on such Shares, as set forth in the
Notice and Terms and Conditions, have lapsed or been removed.9.
    
    Participant Representations. The Participant hereby represents to the Company that
the Participant has read and fully understands the provisions of the Notice, these Terms and
Conditions and the Plan and the Participants decision to participate in the Plan is
completely voluntary. Further, the Participant acknowledges that the Participant is relying
solely on his or her own advisors with respect to the tax consequences of this Restricted
Stock Award.10.
    
    Regulatory Restrictions on the Restricted Shares. Notwithstanding any other
provision of the Plan, the obligation of the Company to issue Restricted Shares under the Plan
shall be subject to all applicable laws, rules and regulations and such approval by any
regulatory body as may be required. The Company reserves the right to restrict, in whole or
in part, the delivery of the Restricted Shares pursuant to these Terms and Conditions prior to
the satisfaction of all legal requirements relating to the issuance of such shares, to their
registration, qualification or listing or to an exemption from registration, qualification or
listing.11.
    
    Miscellaneous.
 11.1
    
    Notices. All notices, requests, deliveries, payments, demands and
other communications which are required or permitted to be given under these Terms and
Conditions shall be in writing and shall be either delivered




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personally or sent by registered or certified mail, or by private courier, return
receipt requested, postage prepaid to the parties at their respective addresses as
either shall have specified by notice in writing to the other. Notice shall be
deemed duly given hereunder when delivered or mailed as provided herein.
 11.2
    
    Waiver. The waiver by any party hereto of a breach of any provision
of the Notice or these Terms and Conditions shall not operate or be construed as a
waiver of any other or subsequent breach.11.3
    
    Entire Terms and Conditions. These Terms and Conditions, the Notice
and the Plan constitute the entire agreement between the parties with respect to the
subject matter hereof.11.4
    
    Binding Effect; Successors. These Terms and Conditions shall inure
to the benefit of and be binding upon the parties hereto and to the extent not
prohibited herein, their respective heirs, successors, assigns and representatives.
Nothing in these Terms and Conditions, express or implied, is intended to confer on
any person other than the parties hereto and as provided above, their respective
heirs, successors, assigns and representatives any rights, remedies, obligations or
liabilities.11.5
    
    Governing Law. The Notice and these Terms and Conditions shall be
governed by and construed in accordance with the laws of the State of New York,
without giving effect to the principles of conflicts of law, provided that the
provisions set forth herein that are required to be governed by the Pennsylvania
Business Corporation Law of 1988, as amended, shall be governed by the Pennsylvania
Business Corporation Law of 1988, as amended.11.6
    
    Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of these Terms and Conditions.11.7
    
    Conflicts; Amendment. The provisions of the Plan are incorporated in
these Terms and Conditions in their entirety. In the event of any conflict between
the provisions of these Terms and Conditions and the Plan, the provisions of the Plan
shall control. The Terms and Conditions may be amended at any time by written
agreement of the parties hereto.11.8
    
    No Right to Continued Service. Nothing in the Notice or these Terms
and Conditions shall confer upon the Participant any right to continue in the Service
of the Company or affect the right of the Company to terminate the Participants
Service at any time.11.9
    
    Further Assurances. The Participant agrees, upon demand of the
Company or the Committee, to do all acts and execute, deliver and perform all
additional documents, instruments and agreements which may be reasonably required by
the Company or the Committee, as the case




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may be, to implement the provisions and purposes of the Notice and these Terms and
Conditions and the Plan.