EX-10.2



 Exhibit 10.2 
 FORM OF INDEMNIFICATION AGREEMENT 
 This Indemnification Agreement
(“Agreement”) is made as of February     , 2012 by and between Education Management Corporation, a Pennsylvania corporation (the “Company”), Education Management Holdings LLC, Education
Management LLC (together with the Company and Education Management Holdings LLC, the “Indemnifying Companies”), and
                     (“Indemnitee”). 
 RECITALS 
 WHEREAS, the Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee, to serve the Company; 
 WHEREAS, in order to induce Indemnitee to continue to
provide services to the Company and/or to one or more of its direct or indirect subsidiaries, the Indemnifying Companies wish to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by
applicable law; 
 WHEREAS, the Company’s Amended and Restated Articles of Incorporation (the “Articles”)
and its Amended and Restated Bylaws (the “Bylaws”) require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the Pennsylvania Business Corporation Law of
1988, as amended (the “PBCL”); 
 WHEREAS, the Articles, the Bylaws, and Chapter 17, Subchapter D, of the PBCL
expressly provide that the indemnification provisions set forth therein are not exclusive of any other rights to which any person may be entitled under any agreement, and thereby contemplate that contracts may be entered into between the Company and
members of the board of directors, officers and other persons with respect to indemnification; 
 WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified; and 
 WHEREAS, this Agreement is a supplement to and in furtherance of
the indemnification provided in the Articles, the Bylaws, and any other agreements applicable to the Indemnitee, and any resolutions adopted pursuant to any of the foregoing, and shall not be deemed a substitute therefor, nor to diminish or abrogate
any rights of Indemnitee thereunder. 
 NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows: 
 Section 1. Services to the Company. Indemnitee
agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have
no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. The foregoing notwithstanding,
this Agreement shall continue in force after Indemnitee has ceased to serve as a director of the Company. 







 Section 2. Definitions 

As used in this Agreement: 
 (a) “Corporate Status” describes the status of a person who is or was a director, manager, officer, employee, agent, fiduciary, member or the like of the Company or of any other
Enterprise. 
 (b) “Designating Stockholder” means the stockholder nominating the Indemnitee as a director
pursuant to the Shareholders Agreement by and among the Company and each of the shareholders of the Company named therein, dated as of October 7, 2009, and the affiliates (other than the Indemnifying Companies or subsidiaries thereof) of such
nominating stockholder. 
 (c) “Enterprise” shall mean the Company and any other corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan , trade organization, political action committee or other enterprise or organization of which Indemnitee is or was serving or participating at the request of the Company as a
director, manager, officer, employee, agent, fiduciary, member or the like. 
 (d) “Expenses” shall include all
reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witnesses and private investigators, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, (ii) Expenses
incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise and (iii) Expenses incurred in connection with the Indemnitee’s pursuit of
recovery under any directors’ and officers’ liability insurance policies maintained by the Company. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in
accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid
in settlement by Indemnitee or the amount of judgments or fines against Indemnitee (which for the avoidance of doubt are nevertheless indemnified pursuant to Section 3). 

  
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 (e) “Proceeding” shall include any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil,
criminal, administrative legislative, or investigative (formal or informal) nature, including any appeal therefrom in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise: (i) by reason of the
fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any action on his part while acting as director or officer of the Company, or otherwise by reason of his Corporate Status; or
(ii) arising out of any claim for monetary relief against the Indemnitee in respect of any alleged breach of any fiduciary duty to the Enterprise, to the fullest extent permitted by applicable law, in each case whether or not serving or
participating in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement. If the Indemnitee believes in good faith that a given
situation may lead to or culminate in the institution of a Proceeding, such situation shall be considered a Proceeding under this paragraph. 
 Section 3. Indemnification. The Indemnifying Companies, jointly and severally, shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or
is threatened to be made, a party to or a participant in any Proceeding, whether or not by or in the right of the Company or otherwise. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by
applicable law against all Expenses, judgments, losses, damages, contribution obligations, liabilities, penalties, fines, excise taxes, and amounts paid in settlement actually incurred or suffered by Indemnitee or on his behalf in connection with
such Proceeding or any claim, issue or matter therein. 
 For purposes of this Agreement, the meaning of the phrase “to the
fullest extent permitted by applicable law” shall include, but not be limited to: 
 i. to the fullest extent permitted by
the provision of the PBCL that authorizes or contemplates additional or supplementary indemnification by agreement, or the corresponding provision of any amendment to or replacement of the PBCL or such provision thereof; and 

ii. to the fullest extent authorized or permitted by any amendments to or replacements of the PBCL adopted after the date of this
Agreement that increase the extent to which a corporation may indemnify its directors. 
 Section 4. Indemnification for
Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the
Indemnifying Companies, jointly and severally, shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Indemnifying Companies, jointly and severally, shall, at a minimum, indemnify Indemnitee against (a) all Expenses


  
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actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any such
successfully resolved claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter. The foregoing provisions of this Section 4 are in addition to, and not in limitation of, any other rights of the Indemnitee under this Agreement, including, without limitation, under
Section 3 and/or Section 8, granting the Indemnitee the right to be indemnified against, and/or receive an advancement of Expenses in respect of, any Proceeding in which the Indemnitee is unsuccessful, in whole or in part.

 Section 5. Indemnification For Expenses of a Witness. To the extent that Indemnitee is, by reason of his
Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, the Indemnifying Companies, jointly and severally, shall indemnify him against all Expenses actually and reasonably incurred by him
or on his behalf in connection therewith. Nothing in this Section 5 is intended to limit Indemnitee’s rights provided for in Section 3. 
 Section 6. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Indemnifying Companies for some or a portion of Expenses, but not,
however, for the total amount thereof, the Indemnifying Companies shall nevertheless, jointly and severally, indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. 

Section 7. Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Indemnifying Companies shall not
be obligated under this Agreement to make any indemnity: 
 (a) in connection with a proceeding (or any claim, issue or matter
therein or any part thereof) initiated by the Indemnitee, except (i) with respect to actions or proceedings brought to establish or enforce a right to receive Expenses or indemnification under this Agreement or any other agreement or insurance
policy or under the Articles or the Bylaws now or hereafter in effect relating to indemnification, (ii) if the Board has approved the initiation or bringing of such claim, (iii) any compulsory counterclaim, compulsory cross-claim, or
required joinder made by Indemnitee in a proceeding not initiated by Indemnitee; or (iv) as otherwise required under Pennsylvania law; or 
 (b) to the extent prohibited by applicable law, with respect to any act that is established, by a final, unappealable adjudication adverse to the Indemnitee, as having been material to the cause of action
so adjudicated and as having constituted either willful misconduct or recklessness, provided, that if it has been adjudicated finally by a court of competent jurisdiction that Indemnitee is not entitled to indemnification pursuant to this
Section 7(b), if the court in which such Proceeding was brought shall determine, upon application, that, despite the adjudication of liability, but in view of all of the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification hereunder, the Indemnitee shall be entitled to such indemnification to the extent such court shall deem proper; or 

  
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 (c) for liability imposed in a proceeding by or for the benefit of the Company to recover
any profit pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and regulations thereunder or similar provisions of any applicable state law; provided, however, that the exclusion in this
Section 7(c) shall not apply to Expenses incurred by Indemnitee in such a proceeding; or 
 (d) for which payment has
actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision. 

Section 8. Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary, the Indemnifying Companies,
jointly and severally, shall advance, to the extent not prohibited by applicable law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, and such advancement shall be made within twenty (20) days after the
receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to
legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) from time to time, whether prior to or after final disposition of any Proceeding.
Advances shall be unsecured and interest free (both prior to and after coming due). Advances shall be made without regard to Indemnitee’s ability to repay expenses and without regard to Indemnitee’s ultimate entitlement to indemnification
under the other provisions of this Agreement. Advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the
advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable
law to repay the amounts advanced (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the
Indemnifying Companies. No other form of undertaking shall be required other than the execution of this Agreement. This Section 8 shall not apply to any request for advancement relating to any claim for which indemnity is excluded
pursuant to Section 7(a). The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding. 
 Section 9. Procedure for Notification and Defense of Claim. 
 (a) To
obtain indemnification or advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, coupled with appropriate documentation to support the request. The omission by Indemnitee to notify the
Company hereunder will not relieve the Indemnifying Companies from any liability which they may have to Indemnitee hereunder, under the Articles, the Bylaws, any resolution of the Board providing for indemnification or otherwise, and any delay in so
notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has
requested indemnification. 

  
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 (b) Indemnitee shall have the right to defend any Proceeding. The Company shall be entitled
to monitor the defense of any Proceeding at its own expense with counsel of its own choosing but shall not be entitled to conduct the defense of any Proceeding or settle or participate in the discussion or negotiation of any settlement of any
Proceeding. Indemnitee may, in Indemnitee’s sole discretion, cooperate with the Company in the defense of any Proceeding for which Expenses may be payable hereunder. In no event shall Indemnitee be required to waive, prejudice or limit any
attorney-client privilege or work-product protection or other applicable privilege or protection. Indemnitee shall seek the Company’s consent to any settlement of any Proceeding where indemnification is sought hereunder for any amounts paid in
settlement, and Indemnitee shall, subject to the preceding sentence, provide all information reasonably necessary for the Company to evaluate the proposed settlement. The Indemnifying Companies shall not be liable to Indemnitee under this Agreement
for any amounts paid in settlement of any Proceeding effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld. The Company’s prior written consent to any proposed settlement shall
be deemed to have been given unless the Company notifies the Indemnitee of its objection thereto within ten (10) days after any written request for such consent. 
 (c) No Indemnifying Company may, without the Indemnitee’s prior written consent, settle, support or agree not to contest any Proceeding, or consent to, support or agree not to contest the settlement
of any Proceeding or settlement or other resolution of any other claim, action, proceeding, demand, investigation or other matter, which would in any manner: (i) impose any penalty, limitation, restriction or requirement on the Indemnitee;
(ii) include an admission of fault of, or adverse finding with respect to, the Indemnitee; (iii) not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release
shall be in form and substance reasonably satisfactory to the Indemnitee; or (iv) have the actual or purported effect of extinguishing, limiting or impairing Indemnitee’s rights hereunder Indemnitee’s rights hereunder, including
without limitation the entry of any bar order or other order, decree or stipulation, pursuant to 15 U.S.C. § 78u-4 (the Private Securities Litigation Reform Act), or any similar foreign, federal or state statute, regulation, rule or law.

 Section 10. Procedure Upon Application for Indemnification. Upon written request by Indemnitee for
indemnification pursuant to Section 9(a), payment shall be made within thirty (30) days of the Company’s receipt of such request. Indemnification shall be made, jointly and severally, by the Indemnifying Companies without any
requirement that any determination be made or any action be taken by the Board, the shareholders, or legal counsel. 

Section 11. Remedies of Indemnitee. 
 (a) Subject to Section 11(d), in the event that (i) payment of indemnification pursuant to Section 3, 4, 5, or 6 of this Agreement is not made within
thirty (30) days after receipt by the Company of a written request therefor, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, or (iii) in the event that the Company or any other
person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be
provided to the Indemnitee hereunder, 

  
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Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification and/or advancement of Expenses or any other remedy available at law or equity as the
Indemnitee may elect to pursue. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. No Indemnifying
Company shall oppose Indemnitee’s right to seek any such adjudication or award in arbitration. In any judicial proceeding or arbitration commenced pursuant to this Section 11 and in any other event, it shall be presumed that the
Indemnitee has satisfied any applicable standard of conduct and is entitled to indemnification or advancement of Expenses, as the case may be, and the Indemnifying Companies shall have the burden of proving, by clear and convincing evidence, that
Indemnitee is not so entitled. 
 (b) The Indemnifying Companies shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Indemnifying
Companies are bound by all the provisions of this Agreement. It is the intent of the Indemnifying Companies that, to the fullest extent permitted by applicable law, the Indemnitee not be required to incur legal fees or other Expenses associated with
the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee
hereunder. To the fullest extent permitted by applicable law, the Indemnifying Companies, jointly and severally, shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within thirty (30) days after
receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Indemnifying
Companies under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Indemnifying Companies, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of Expenses or insurance recovery, as the case may be, in the suit for which indemnification or advances is being sought. 
 (c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except
as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. The knowledge and/or actions, or failure to act, of any director, officer, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. 
 (d) Notwithstanding anything in this Agreement to the contrary, other than Section 8, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required
to be made prior to the final disposition of the Proceeding. 

  
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 (e) For purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties,
or on the advice of legal counsel for the Enterprise or the Board or counsel selected by any committee of the Board or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an
appraiser, investment banker or other expert selected with reasonable care by the Company or the Board or any committee of the Board. The provisions of this Section 11(e) shall not be deemed to be exclusive or to limit in any way the
other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. 
 Section 12. Non-exclusivity; Survival of Rights; Insurance; Subrogation. 
 (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Articles, the Bylaws, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Pennsylvania law, whether by statute or judicial
decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Articles, the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. The Indemnitee’s
rights under this Agreement are present contractual rights that are fully vested upon Indemnitee’s first service as an officer or director of the Company. 
 (b) The Indemnifying Companies hereby acknowledge that Indemnitee has or may have certain rights to indemnification, advancement of expenses and/or insurance provided by third party indemnitors, including
the Designating Stockholder. The Indemnifying Companies hereby agree (i) that they, jointly and severally, are the indemnitor of first resort (i.e., their obligations to Indemnitee are primary and any obligation of the third party indemnitors,
including the Designating Stockholder, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary) and (ii) that they, jointly and severally, shall be required to advance the full
amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, losses, damages, contribution obligations, liabilities, penalties, fines, excise taxes, and amounts paid in settlement to the extent
legally permitted and as required by the terms of this Agreement, the Articles and the Bylaws, without regard to any rights Indemnitee may have against third party indemnitors, including the Designating Stockholder. Each of the Indemnifying
Companies further agrees that no advancement or payment by the third party indemnitors, including the Designating Stockholder, 

  
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on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnifying Companies shall affect the foregoing and the third party indemnitors,
including the Designating Stockholder, shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Indemnifying Companies. 

(c) For so long as Indemnitee’s services or participation are covered hereunder, the Company shall maintain an insurance policy or
policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other Enterprise, on terms and conditions providing substantially equivalent benefits as such existing policy or policies of the Company.
Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. The Company shall give
prompt notice of its receipt of a notice of a claim pursuant to the terms hereof or of the commencement of a proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action, as well as all action reasonably requested by the Indemnitee or the Designating Stockholder, to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies, and to exhaust the coverage available under such policies before claims are made with respect to such matters under any director and officer liability insurance policies that may be
maintained by the Designating Stockholder, it being understood and agreed that it is the intent of the parties that any such policies maintained by any Designating Stockholder would be called upon to provide excess insurance coverage only to the
extent of any failure of any liability insurance policies maintained by the Indemnifying Companies to make payment of any amounts for which coverage is also available under any liability insurance policies maintained by any Designating
Stockholderand failure by the Indemnifying Companies to otherwise make payments pursuant to their obligations under this Agreement. Such insurance coverage is in addition to and not in lieu of the other provisions hereof. 

(d) In the event of any payment under this Agreement, the Indemnifying Companies shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Indemnifying Companies to bring suit to enforce
such rights. The Indemnifying Companies shall pay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. 
 (e) The Indemnifying Companies shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the
extent that Indemnitee has otherwise actually received such payment under any insurance policy of the Indemnifying Companies or any other contract, agreement or otherwise with the Indemnifying Companies. 

  
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 (f) The Indemnifying Companies’ obligation to indemnify or advance Expenses hereunder
to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be
reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise. 

(g) The Indemnifying Companies may create a fund of any nature, which may, but need not be, irrevocable or under the control of a trustee,
or otherwise secure or insure in any manner, its obligations to indemnify and advance Expenses to the Indemnitee, whether arising under or pursuant to this Agreement or any other agreement or otherwise. In such case, the Indemnitee shall be an
intended beneficiary of any such fund or arrangement. To the extent reasonably requested by Indemnitee, the Indemnifying Companies shall at any time and from time to time provide security to Indemnitee for the obligations of the Indemnifying
Companies hereunder through an irrevocable bank line of credit, funded trust or other collateral or by other means reasonably requested by Indemnitee. Any such security, once provided to Indemnitee, may not be revoked or released without the prior
written consent of Indemnitee. 
 (h) Notwithstanding any other provisions of this Agreement, each of the Indemnifying Companies
hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise (and to cause the Enterprise not to exercise) any right such Indemnifying Company may now have or hereafter acquire against any
Designating Stockholder, any former Designating Stockholder or Indemnitee (or affiliates thereof, other than the Indemnifying Companies or subsidiaries thereof) that arise from or relate to the existence, payment, performance or enforcement of the
Indemnifying Companies’ obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, the Articles or the Bylaws), including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any claim or remedy of Indemnitee against any Designating Stockholder, former Designating Stockholder or Indemnitee (or affiliates thereof other than the Indemnifying
Companies or subsidiaries thereof), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Designating Stockholder , former
Designating Stockholder or Indemnitee (or affiliates thereof other than the Indemnifying Companies or subsidiaries thereof), directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of
such claim, remedy or right. 
 Section 13. Binding Effect; Provision for Continuation. This Agreement shall be
binding upon the Indemnifying Companies and their successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators. Each Indemnifying Company shall require and cause any successor (whether direct or
indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of their business and/or assets, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that such Indemnifying Company would be required to perform if no such succession had taken place. 

  
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 Section 14. Period of Limitations. To the fullest extent permitted by applicable
law, the Indemnifying Companies agree that no legal action shall be brought and no cause of action shall be asserted by or in the right of the Indemnifying Companies against the Indemnitee, the Indemnitee’s spouse, heirs, executors or personal
or legal representatives after the expiration of one year from the date of accrual of such cause of action, and any claim or cause of action of the Indemnifying Companies shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such one-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. 

Section 15. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested thereby. 
 Section 16. Enforcement. 

(a) Each of the Indemnifying Companies expressly confirms and agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a director of the Company, and each of the Indemnifying Companies acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company. 

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof (including without limitation that certain Indemnification Agreement, dated as of September 30, 2009, by
and between the Company and the Indemnitee); provided, however, that this Agreement is a supplement to and in furtherance of the Articles, the Bylaws, the PBCL, any resolution of the Board providing for indemnification and applicable
law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder. 

Section 17. Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement
shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a
continuing waiver. 
 Section 18. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing
upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of
Indemnitee to so notify the Company shall not relieve the Indemnifying Companies of any obligation which they may have to the Indemnitee under this Agreement or otherwise. 

  
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 Section 19. Notices. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or
registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been
directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received: 
 (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company. 

(b) If to the Company to: 
 Education Management Corporation 
 210 Sixth Ave., 33rd Floor 

Pittsburgh, PA 15222 
 Attn: General Counsel 
 Facsimile: (412) 471-2954 

or to any other address as may have been furnished to Indemnitee by the Company. 

Section 20. Contribution. To the fullest extent permitted by applicable law, if the indemnification provided for in this
Agreement is unavailable to Indemnitee for any reason whatsoever, the Indemnifying Companies, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, losses, fines, penalties, excise taxes,
amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such
Proceeding in order to reflect (i) the relative benefits received by the Indemnifying Companies and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the
Indemnifying Companies (and their directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). 
 Section 21. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws
of the Commonwealth of Pennsylvania, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 11(a) of this Agreement, the Indemnifying Companies and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state or federal courts located in Allegheny County, Pennsylvania (the
“Pennsylvania Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive


  
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jurisdiction of the Pennsylvania Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any
such action or proceeding in the Pennsylvania Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Pennsylvania Court has been brought in an improper or inconvenient forum.

 Section 22. Third Party Beneficiary. The Designating Stockholder is an express third party beneficiary of this
Agreement, is entitled to rely upon this Agreement and may specifically enforce the Indemnifying Companies’ obligations hereunder, including but not limited to the obligations specified in Section 12. 

Section 23. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this
Agreement. 
 Section 24. Miscellaneous. The headings of this Agreement are inserted for convenience only and shall
not be deemed to constitute part of this Agreement or to affect the construction thereof. 
 [signature page follows]


  
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 IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and
year first above written. 
  

			
	COMPANY:
		
	By:	 	 
		 	Name:
		 	Title:


  

					
	INDEMNITEE:
		
	By:	 	 
		 	Name:	 	 
		 	Address:	 	 
			
		 		 	 


 Signature Page to Director Indemnification Agreement 

  
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