Exhibit
10.1


RESTRICTED
STOCK AGREEMENT


THIS RESTRICTED STOCK
AGREEMENT  (this “Agreement”),
dated as of DATE (the “Grant Date”), is entered into between Career
Education Corporation, a Delaware corporation (the “Company”), and PERSON(the “Participant”).


WHEREAS, the Company desires, by affording the Participant an
opportunity to receive shares of the Company’s Common Stock as hereinafter
provided, to carry out the purposes of the Career Education Corporation 1998
Employee Incentive Compensation Plan, as amended (the “Plan”); and


WHEREAS, the Committee has duly made all determinations
necessary or appropriate to the grants hereunder;


NOW, THEREFORE,
in consideration of the above premises and the
mutual covenants and agreements hereinafter set forth and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto have agreed, and do hereby agree, as follows:


1.                  Definitions.


For purposes of the Agreement, the definitions of
capitalized terms contained in the Plan are hereby incorporated herein by
reference, except to the extent that any term is specifically defined in this
Agreement.


2.                  Grant
of Restricted Stock.


Subject to and upon the terms and conditions set forth
in this Agreement, the Company hereby grants to Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, # shares of Restricted Stock of the Company, effective as of the
Grant Date, and the Participant hereby accepts the grant of Common Shares on a
restricted basis, as set forth herein.


3.                  Stock
Certificates and Escrow.


Upon issuance, the certificates for Restricted Stock
shall be held in escrow by the Company until, and to the extent, the Restricted
Stock shall cease to be restricted and shall become non-forfeitable, and the
Participant shall own such shares free of all restrictions otherwise imposed by
this Agreement. Restricted Stock, together with any assets or securities held
in escrow hereunder, shall be (i) surrendered to the Company for cancellation
upon forfeiture, if any, of such Restricted Stock by the Participant hereunder
or (ii) subject to the provisions of Paragraph 5, released to the Participant
to the extent the Restricted Stock are no longer subject to any of the restrictions
otherwise imposed by this Agreement.



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4.                  Limitations
on Transferability.


At any time prior to vesting in accordance with
Paragraph 5, the Restricted Stock or any interest therein cannot be directly or
indirectly transferred, sold, assigned, pledged, hypothecated, encumbered or
otherwise disposed of.


5.                  Dates
of Vesting.


Subject to the provisions of Paragraphs 6 and 7 of
this Agreement, the Restricted Stock shall cease to be restricted and shall
become non-forfeitable (thereafter being referred to as “Unrestricted Stock”), (i)
with respect to a designated portion of
the Restricted Stock (the “Time Vested Stock”), on the date that is three years
from the date of grant, and (ii) with respect to a designated portion of
the Restricted Stock (the “Performance Vesting Stock”), on the date on or about
the three year anniversary of the Grant Date, that the Compensation Committee determines,
in its sole and complete discretion, that certain specified compliance performance criteria
have been satisfied; in each case provided that the
Participant has been in the continuous employ of the Company and/or one of its
subsidiaries from the Grant Date until the date of the determination by the Compensation
Committee. The Compensation Committee’s determination pursuant to this Section 5
shall be final and binding upon the Participant.


6.                  Termination
of Employment.


Notwithstanding anything to the contrary in the Plan
or in this Agreement, the provisions of this Paragraph 6 shall apply in the
event the Participant incurs a Termination of Employment at any time prior to
the date on which the Restricted Stock shall become Unrestricted Stock as set
forth in Paragraph 5:


(a)    Should the Participant incur a Termination
of Employment by reason of death or Disability at any time prior to the date on
which the Restricted Stock shall cease to be restricted and shall become
non-forfeitable as set forth in Paragraph 5, then all of the shares of Restricted
Stock immediately shall become Unrestricted Stock, and the Participant
immediately shall own such shares free of all restrictions otherwise imposed by
this Agreement.


(b)    Should the Participant incur a Termination
of Employment for any reason other than death or Disability, then the shares of
Restricted Stock which have not previously become Unrestricted Stock as set
forth in Paragraph 5 shall be forfeited immediately.


7.                  Change
in Control.


Notwithstanding anything to the contrary in the Plan
or in this Agreement, in the event of a Change in Control at any time prior to
the date on which the Restricted Stock shall become Unrestricted Stock as set
forth in Paragraph 5, then all of the shares of Restricted Stock shall
immediately become Unrestricted Stock, and the Participant immediately shall
own such shares 



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free of all restrictions otherwise imposed by this
Agreement.


8.                  Liability
of Company.


The inability of Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the
lawful issuance and transfer of any Restricted Stock pursuant to this Agreement
shall relieve the Company of any liability with respect to the non-issuance
or transfer of the Restricted Stock as to which such approval shall not have
been obtained. The Company, however, shall use its best efforts to obtain all
such approvals.


9.                  Adjustment
in Restricted Stock.


The Committee may make or provide for such adjustments
as provided for in Section 4.6 of the Plan.


10.            Plan.


Notwithstanding any other provision of this Agreement,
the Restricted Stock is granted pursuant to the Plan, as shall be adopted by
the Company, and is subject to all the terms and conditions of the Plan, as the
same may be amended from time to time; provided, however, that no provision of
the Plan shall deprive the Participant, without the Participant’s consent, of
any of Participant’s rights under this Agreement. Notwithstanding the
foregoing, the Committee may amend the Plan or this Agreement without the
Participant’s consent to the extent that the Committee deems it necessary or
appropriate to comply with Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) and any regulation promulgated, or guidance released,
thereunder.


The reasonable interpretation and construction by the
Committee of the Plan and this Agreement and such rules and regulations as may
be adopted by the Committee for the purpose of administering the Plan, shall be
final and binding upon the Participant.


11.            Stockholder
Rights.


The Participant shall be entitled to receive any
dividends that become payable on or after the Grant Date with respect to any
Restricted Stock; provided, however, that no dividends shall be payable to, or
for the benefit of, the Participant for Restricted Stock with respect to record
dates occurring prior to the Grant Date, or with respect to record dates
occurring on or after the date, if any, on which the Participant has forfeited
such Restricted Stock. The Participant shall be entitled to vote the Restricted
Stock on or after the Grant Date to the same extent as would have been
applicable to the Participant if the Restricted Stock had then been fully
vested and non-forfeitable; provided, however, that the Participant shall not
be entitled to vote the Restricted Stock with respect to record dates for such
voting rights occurring prior to the Grant Date, or with respect to record
dates occurring on or after the date, if any, on which the Participant has
forfeited the Restricted Stock.



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12.            Employment
Rights.


Nothing in this Agreement or in the Plan shall confer
upon the Participant any right to continue in the employ of the Company (or any
of its Affiliates) for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any such Affiliate)
or the Participant, which rights are hereby expressly reserved by each party,
to Terminate the Employment of the Participant at any time for any reason
whatsoever, with or without cause or give the Participant any right to
participate in any employee welfare or benefit plan or other program (other
than the Plan) of the Company or any of its Affiliates.


13.            Disclosure
Rights.


The Company (or any Affiliate) shall not have any duty
or obligation to disclose affirmatively to a record or beneficial holder of
Common Shares, Restricted Stock or Unrestricted Stock, and such holder shall
have no right to be advised of, any material information regarding the Company
at any time prior to, upon or in connection with receipt of Restricted Stock.


14.            Governing
Law.


The interpretation, performance, and enforcement of
this Agreement shall be governed by and enforced in accordance with the laws of
the State of Illinois (other than its laws respecting choice of law).


15.            Compliance
with Laws and Regulations.


(a)    The issuance of Restricted Stock shall be
subject to compliance by the Company and Participant with all applicable
requirements of law relating thereto and with all applicable regulations of any
stock exchange on which shares of the Company’s Stock may be listed at the time
of such exercise and issuance.


(b)    In connection with the grant of Restricted
Stock, the Participant shall execute and deliver to the Company such
representations in writing as may be requested by the Company in order for it
to comply with the applicable requirements of Federal and State securities
laws.


16.            Successors
and Assigns.


Except as otherwise expressly set forth in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the succeeding administrators, heirs, and legal
representatives of the Participant and the successors and assigns of the
Company.


17.            Changes
in Company’s Capital Structure.


This Agreement shall not in any way affect the right
of the Company to adjust, reclassify, reorganize or otherwise make changes in
its capital or business structure or to merge, 



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consolidate, dissolve, liquidate or sell or transfer
all or any part of its business or assets.


18.            Notices.


Any notices,
consents, or other communication required to be sent or given hereunder by any
of the parties shall in every case be in writing and shall be deemed properly
served if (a) delivered personally, (b) sent by registered or certified mail,
in all such cases with first class postage prepaid, return receipt requested, (c)
delivered to a nationally recognized overnight courier service or (d) sent by
facsimile transmission (with a copy sent by first class mail) to the parties at
the addresses set forth below:




	
  If to the Company:

  	
  Career Education Corporation

  
	
   

  	
  2895 Greenspoint Pkwy.

  
	
   

  	
  Suite 600

  
	
   

  	
  Hoffman Estates, IL 60195

  
	
   

  	
  Attention: Janice Block

  
	
   

  	
   

  
	
  With a copy to:

  	
  Ken Zilch

  
	
   

  	
  Career Education Corporation

  
	
   

  	
  2895 Greenspoint Parkway, Suite 600

  
	
   

  	
  Hoffman Estates, IL 60195

  
	
   

  	
   

  
	
  If to the Participant, at the address set forth on
  the signature page hereof.

  






 


 



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19.            Construction.


Notwithstanding any other provision of this Agreement,
this Agreement and the Restricted Stock granted hereunder are made and granted
pursuant to the Plan and are in all respects limited by and subject to the
express provisions of the Plan, as amended from time to time. The reasonable
interpretation and construction of the Plan, this Agreement and the Restricted
Stock by the Committee, and such rules and regulations as may be adopted by the
Committee for the purpose of administering the Plan, shall be final and binding
upon the Participant (or any other person or persons holding the Restricted
Stock).


20.            Entire
Agreement.


This Agreement, together with the Plan, constitute the
entire obligation of the parties hereto with respect to the subject matter
hereof and shall supersede any prior expressions of intent or understanding
with respect to this transaction.


21.            Amendment.


Any amendment to this Agreement shall be in writing
and signed by the Company and the Participant.


22.            Waiver;
Cumulative Rights.


The failure or delay of either party to require
performance by the other party of any provision hereof shall not affect its
right to require performance of such provision unless and until such
performance has been waived in writing. Each and every right hereunder is
cumulative and may be exercised in part or in whole from time to time.


23.            Counterparts.


This Agreement may be signed in two counterparts, each
of which shall be an original, but both of which shall constitute but one and
the same instrument.


24.            Headings.


The headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


25.            Severability.


If any provision of this Agreement shall for any
reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision hereof, and this
Agreement shall be construed as if such invalid or unenforceable provision were
omitted.



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26.            Tax
Consequences.


The Participant acknowledges and agrees that he is
responsible for the tax consequences with respect to the grant of the
Restricted Stock or the lapse of restrictions otherwise imposed by this
Agreement. Notwithstanding any other provision of this Agreement, the
Restricted Stock, together with any other assets or securities held in escrow
hereunder, shall not be released to the Participant unless, as provided in Section
13.6(c) of the Plan, the Participant shall have paid to the Company, or made
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to the grant of the Restricted Stock or the lapse of restrictions
otherwise imposed by this Agreement.


27.            Section
83(b) Election.


The Participant understands that under the provisions
of Section 83 of the Code, the excess, if any, of the fair market value of the
Restricted Stock as of the date any restrictions on the Restricted Stock lapse,
over the amount paid for the Restricted Stock, if any, will be treated as
ordinary income for federal income tax purposes in the absence of an election
under Section 83(b) of the Code. In this context, “restriction” means the
forfeitability of the Restricted Stock pursuant to the terms of this Agreement.
In the event the Common Shares are registered under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), “restriction” with respect to
officers, directors, and 10% stockholders may also mean the six-month period
after the acquisition of the Restricted Stock during which sales of certain
securities by such officers, directors, and ten percent (10%) stockholders
would give rise to liability under Section 16(b) of the Exchange Act. The
Participant understands that he may elect to be taxed at the time the
Participant receives the Restricted Stock and while the Restricted Stock is
subjected to restrictions rather than waiting to be taxed on the Restricted
Stock when and as the restrictions lapse. The Participant realizes that he may
choose this tax treatment by filing an election under Section 83(b) of the Code
with the Internal Revenue Service within thirty (30) days from the date hereof
and by filing a copy of such election with his tax return for the tax year in
which the Restricted Stock were subjected to the restrictions. THE PARTICIPANT
UNDERSTANDS THAT ANY TAX LIABILITY ASSOCIATED WITH THIS ELECTION MAY NOT BE
REDUCED OR RECOVERABLE IN THE EVENT THAT THE VALUE OF THE RESTRICTED STOCK
DECLINES OR IN THE EVENT THAT THE RESTRICTED STOCK IS FORFEITED. If the
Participant chooses to file an election under Section 83(b) of the Code with
the Internal Revenue Service, the Participant agrees to notify the Company of
such filing in accordance with Paragraph 18. THE PARTICIPANT UNDERSTANDS THAT
FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF
COMPENSATION INCOME BY THE PARTICIPANT, AS THE RESTRICTIONS LAPSE, ON THE FAIR
MARKET VALUE OF THE RESTRICTED STOCK AT THE TIME SUCH RESTRICTIONS LAPSE. THE
PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND
NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE. THE
PARTICIPANT ACKNOWLEDGES THAT HE SHALL CONSULT HIS OWN TAX ADVISERS REGARDING
THE ADVISABILITY 



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OR NON-ADVISABILITY OF MAKING THE ELECTION UNDER SECTION
83(b) OF THE CODE AND ACKNOWLEDGES THAT HE SHALL NOT RELY ON THE COMPANY OR ITS
ADVISERS FOR SUCH ADVICE.


IN WITNESS WHEREOF, the parties have executed this
Restricted Stock Agreement on the day and year first above written.


	
  

  	
  CAREER EDUCATION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  PERSON

  



 



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