Exhibit 10.2
 EDUCATION MANAGEMENT CORPORATION
OMNIBUS LONG-TERM INCENTIVE PLAN
 Company Plan
 1. PURPOSE
  2. DEFINITIONS
  2.1. Affiliate
 2.2. Award
 2.3. Award Agreement
 2.4. Board
 2.5. Business Combination Section 15.2
 2.6. Cause Cause




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2.7. Change in Control Section 15.2
 2.8. Code
 2.9. Committee Committee Committee
 2.10. Company
 2.11. Common Stock Stock
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2.12. Covered Employee Section 12.4
 2.13. Disability provided however
 2.14. Effective Date
 2.15. Exchange Act
 2.16. Fair Market Value
 2.17. Family Member
 2.18. Grant Date Section 6
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2.19. Grantee
 2.20. Incentive Stock Option
 2.21. Incumbent Board Section 15.2
 2.22. Initial Public Offering
 2.23. Non-qualified Stock Option
 2.24. Option
 2.25. Option Price
 2.26. Outside Director
 2.27. Outstanding Company Common Stock Section
15.2
 2.28. Outstanding Company Voting Securities Section 15.2
 2.29. Performance Award Section 12
 2.30. Person Section 15.2
 2.31. Plan
 2.32. Principal Stockholders
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2.33. Purchase Price
 2.34. Reporting Person
 2.35. Restricted Stock Section 10
 2.36. Restricted Stock Unit Section 10
 2.37. SAR Exercise Price Section 9
 2.38. SEC
 2.39. Section 409A
 2.40. Securities Act
 2.41. Separation from Service
 2.42. Service
 2.43. Service Provider
 2.44. Stock Appreciation Right SAR Section 9
 2.45. Subsidiary
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2.46. Substitute Award
 2.47. Ten Percent Stockholder
 2.48. Termination Date Section 5.2
 2.49. Transaction Section 15.1
 2.50. Transition Period
 3. ADMINISTRATION OF THE PLAN
 3.1. General.
 Section 14
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Section 3.1
 3.2. Restrictions; No Repricing.
 Section 15
 3.3. Award Agreements.
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3.4. Deferral Arrangement.
  3.5. No Liability.
  3.6. Book Entry.
  4. STOCK SUBJECT TO THE PLAN
 Section 15 6,597,869 3,519,861
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Section 15 7,039,723 7,039,723 4,223,833 4,223,833 3,519,861.
 Section 15 Section 17.3
 5. EFFECTIVE DATE, DURATION AND AMENDMENTS
 5.1. Term.
 Section 5.2
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5.2. Amendment and Termination of the Plan.
 Section 3.2
 6. AWARD ELIGIBILITY AND LIMITATIONS
 6.1. Service Providers.
 Section 6
 6.2. Successive Awards.
  6.3. Stand-Alone, Additional, Tandem, and Substitute Awards.
  7. AWARD AGREEMENT
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8. TERMS AND CONDITIONS OF OPTIONS
 8.1. Option Price.
 provided however
 8.2. Vesting.
 Section 8.3
 8.3. Term.
 provided however
 8.4. Limitations on Exercise of Option.
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8.5. Method of Exercise.
  8.6. Rights of Holders of Options.
 Section 15
 8.7. Delivery of Stock Certificates.
  8.8. Limitations on Incentive Stock Options.
  9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
 9.1. Right to Payment.
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provided however
 9.2. Other Terms.
  9.3. Term of SARs.
  9.4. Payment of SAR Amount.
    10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS
 10.1. Restrictions.
 Section 12.1 12.2
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10.2. Restricted Stock Certificates.
 provided however
 10.3. Rights of Holders of Restricted Stock.
  10.4. Rights of Holders of Restricted Stock Units.
 10.4.1. Settlement of Restricted Stock Units.
 Section 17.9.1
 10.4.2. Voting and Dividend Rights.
  10.4.3. Creditors Rights.
  10.5. Purchase of Restricted Stock.
 Section 11
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10.6. Delivery of Stock.
  11. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK
 11.1. General Rule.
 Section 11
 11.2. Surrender of Stock.
  11.3. Cashless Exercise.
 Section 17.3
 11.4. Other Forms of Payment.
  12. TERMS AND CONDITIONS OF PERFORMANCE AWARDS
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12.1. Performance Conditions.
 Section 12.2
 12.2. Performance Awards Granted to Designated Covered Employees.
 Section 12.2
 12.2.1. Performance Goals Generally.
 Section 12.2
 12.2.2. Business Criteria.
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12.2.3. Timing for Establishing Performance Goals.
  12.2.4. Settlement of Performance Awards; Other Terms.
  12.3. Written Determinations.
  12.4. Status of Section 12.2 Awards under Code Section 162(m).
 Section 12.2 Section 12.2
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13. OTHER STOCK-BASED AWARDS
 13.1. Grant of Other Stock-based Awards.
  13.2. Terms of Other Stock-based Awards.
 Section 13
 14. REQUIREMENTS OF LAW
 14.1. General.
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14.2. Rule 16b-3.
  15. EFFECT OF CHANGES IN CAPITALIZATION
 15.1. Changes in Capitalization.
 15.1.1. Changes in Stock.
 Section 4
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15.1.2. Effect of Certain Transactions.
 Section 15.1.2 Section 15.1.2 Section 15.1.1
 15.2. Definition of Change in Control.
 Change in Control
 (1)
    
    Any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act (a Person) becomes the
beneficial owner (within the meaning of Rule 13d 3 promulgated under
the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of the Company (the
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Outstanding Company Common
Stock) or (B) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the Outstanding Company Voting Securities);
provided, however, that, for purposes of this Section 15.2, the
following acquisitions shall not constitute a Change of Control: (i)
any acquisition directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any
Affiliated Company or (iv) any acquisition pursuant to a transaction
that complies with Sections 15.2(3)(A), (B) and (C)or (v) any
acquisition by any of the Principal Stockholders other than in
connection with a going private transaction within the meaning of Rule
13e-3 of the Exchange Act.(2)
    
    Individuals who, as of the date hereof, constitute the Board (the
Incumbent Board) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination
for election by the Companys stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual was a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board;(3)
    
    Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar transaction involving the Company or any of
its subsidiaries, a sale or other disposition of all or substantially
all of the assets of the Company, or the acquisition of assets or
stock of another entity by the Company or any of its subsidiaries
(each, a Business Combination), in each case unless, following such
Business Combination, (A) all or substantially all of the individuals
and entities that were the beneficial owners of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the then-outstanding shares
of common stock (or, for a non-corporate entity, equivalent
securities) and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of
directors (or, for a non-corporate entity, equivalent governing body),
as the case may be, of the entity resulting from such Business
Combination (including, without limitation, an entity that, as a
result of such transaction, owns the Company or all or substantially
all of the Companys assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as
the case may be, (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20%
or more of, respectively, the then-
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outstanding shares of common stock
of the corporation resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of
such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of the
members of the board of directors (or, for a non-corporate entity,
equivalent governing body) of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of the Board
providing for such Business Combination; or(4)
    
    Approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company.
  15.3. Effect of Change in Control
 Sections 15.1 15.2
 15.4. Reorganization Which Does Not Constitute a Change in Control.
  15.5. Adjustments.
 Section 15
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16. NO LIMITATIONS ON COMPANY
  17. TERMS APPLICABLE GENERALLY TO AWARDS GRANTED UNDER THE PLAN
 17.1. Disclaimer of Rights.
  17.2. Nonexclusivity of the Plan.
  17.3. Withholding Taxes.
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Section
17.3
 17.4. Captions.
  17.5. Other Provisions.
  17.6. Number and Gender.
  17.7. Severability.
  17.8. Governing Law.
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17.9. Section 409A.
 17.9.1. Short-Term Deferrals.
 th th
 17.9.2. Adjustments.
  17.10. Stockholder Approval; Effective Date of Plan.
  17.11. Separation from Service.
  17.12. Transferability of Awards.
 17.12.1. Transfers in General.
 Section 17.12.2
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17.12.2. Family Transfers.
 Section 17.12.2 Section
17.12.2 Section 17.12.2
 17.13. Dividends and Dividend Equivalent Rights.
  EDUCATION MANAGEMENT CORPORATION
 By:
    /s/ Todd S. NelsonTitle:
    Chief Executive Officer -26-