Exhibit 10.45


 


1997


ITT
EDUCATIONAL SERVICES, INC.


INCENTIVE STOCK PLAN –


FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT


 


THIS AGREEMENT, effective as of the     day of          
20    by and between ITT Educational Services, Inc. (the “Corporation”)
and                  (the
“Optionee”), WITNESSETH:


 


WHEREAS, the Optionee is now employed by the Corporation or a
Participating Company (as defined in the Plan as hereinafter defined) as a key
employee, and in recognition of the Optionee’s valued services, the
Corporation, through the Compensation Committee of its Board of Directors (the “Committee”),
desires to provide an opportunity for the Optionee to acquire or enlarge stock
ownership in the Corporation pursuant to the provisions of the 1997 ITT
Educational Services, Inc. Incentive Stock Plan (the “Plan”);


 


NOW, THEREFORE, in consideration of the terms and conditions set forth
in this Agreement and pursuant to the provisions of the Plan and the
administrative rules and regulations relative to the Plan (the “Rules”), the
terms and provisions of which are incorporated herein as a part of this
Agreement, the parties hereto hereby agree as follows:


 


1.                          Grant of Options.  Pursuant to the provisions of the Plan and
this Agreement (and as approved by the Committee), the Corporation hereby
confirms the grant on          ,
20    to the Optionee of the option to purchase from the
Corporation all or any part of an aggregate of       shares of Common Stock (the “Common Stock”) of
the Corporation, as constituted on the date of grant, at the purchase price of
$      per share, such option to purchase shares to be
designated as a Nonqualified Stock Option.


 


2.                           Terms and Conditions.  It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions:


 


A.                 Expiration Date:


 


The option shall expire not later than               ,
20   , which is ten years and two days after the date of grant.


 


B.                   Exercise of Option:


 


The option evidenced hereby shall be exercisable from time to time as
follows:


 


Exercise Schedule.  Except as specifically provided herein, the
option granted hereby shall not be exercisable until the expiration of one year
following the date of grant and may be exercised thereafter at any time, or
from time to time, but only to the extent of one-third of the total number of
shares covered by the option under this Agreement, only to the extent of
two-thirds of such total number of shares after the expiration of two years
following the date of grant and in full only after the expiration of three
years following the date of grant.  In
any event, the option granted hereby will be exercisable only during the
continuance of the Optionee’s said employment, or as otherwise provided in the
Plan.


 


Payment.  The purchase price of the shares upon the
exercise of the Option shall be paid to the Corporation at the time of exercise
either in cash or Common Stock already owned by the Optionee having a total
Fair Market Value equal to the purchase price, or a combination of cash and
Common Stock having a total fair market value, as so determined, equal to the
purchase price.  Options may be exercised
in accordance with instructions as may from time to time be issued by the
Corporation to the Optionee.


 





















 


C.                   Compliance with Laws and Regulations.  An option shall not be exercised at any time
when its exercise or delivery of shares hereunder would be a violation of any
law or governmental regulation, which the Corporation may find to be valid and
applicable.


 


D.                  Optionee Bound by Plan.
 Optionee hereby agrees to be bound by
the terms and provisions of the Plan and Rules.


 


This Stock Option Award Agreement is issued, and the option evidenced
hereby is granted, in              ,
Indiana, and shall be governed and construed in accordance with the laws of the
State of Indiana.


 


IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed by an authorized officer on this      day of          
20   .


 


	
  Agreed to:

  	
   

  	
  ITT EDUCATIONAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Optionee

  	
   

  	
  Title:

  	
    Senior Vice President, Director Human Resources

  
	
  [Print Name:

  	
   

  	
  ]

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
								



 


2