EX-10.2








CORINTHIAN COLLEGES, INC.

2004 NEW-HIRE AWARD PLAN




1. The Plan.




	 	1.1	 	Purpose. The purpose of this Plan is to promote the success of the Company by
providing equity incentives to attract, motivate, and retain key personnel. Capitalized terms
used herein are defined in Section 7.





1.2 Administration and Authorization; Power and Procedure.




	 	1.2.1	 	The Administrator. This Plan shall be administered by and all Awards
under this Plan shall be authorized by the Administrator. The “Administrator” means
the Board or one or more committees appointed by the Board or another committee (within
its delegated authority) to administer all or certain aspects of this Plan. Any such
committee shall be comprised solely of one or more directors of the Corporation or such
number of directors as may be required under applicable law. A committee may delegate
some or all of its authority to another committee so constituted. The Board or a
committee comprised solely of directors of the Corporation may also delegate, to the
extent permitted by Section 157(c) of the Delaware General Corporation Law and any
other applicable law, to one or more officers of the Corporation, its powers under this
Plan (a) to designate the officers and employees of the Company who will receive grants
of rights or options to purchase shares of Common Stock, and (b) to determine the
number of rights or options to be received by them, pursuant to a resolution that
specifies the total number of rights or options that may be granted under the
delegation, provided that no officer may be delegated the power to designate himself or
herself as a recipient of such options or rights. The Board may delegate different
levels of authority to different committees with administrative and grant authority
under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the
applicable charter of any Administrator: (a) a majority of the members of the acting
Administrator shall constitute a quorum, and (b) the vote of a majority of the members
present assuming the presence of a quorum or the unanimous written consent of the
members of the Administrator shall constitute action by the acting Administrator.






Award grants, and transactions in or involving awards, intended to be exempt under
Rule 16b-3 under the Exchange Act, must be duly and timely authorized by the Board
or a committee consisting solely of two or more “non-employee directors” of the
Corporation (as this requirement is applied under Rule 16b-3 promulgated under the
Exchange Act). To the extent required by any applicable listing agency, this Plan
shall be administered by a committee composed entirely of independent directors of
the Corporation (within the meaning of the applicable listing agency).




	 	1.2.2	 	Plan Awards; Interpretation; Powers of Administrator. Subject to the
express provisions of this Plan and any express limitations on the delegated authority
of an Administrator, the Administrator will have the authority to:






	 	(a)	 	determine eligibility and, from the group of Eligible
Employees, select the particular Eligible Employees who will receive Awards
under this Plan;






	 	(b)	 	grant Awards to Eligible Employees, determine the price at
which securities will be offered or awarded and the amount of securities to be
offered or awarded to any of such persons, determine the other specific terms
and conditions of such Awards consistent with the express limits of this Plan,
and establish the installments (if any) in which such Awards will become
exercisable or will vest (which may include, without limitation, performance
and/or time-based schedules), or determine that no delayed exercisability or
vesting is required, establish any applicable performance targets, and
establish the events of termination or reversion of such Awards;






	 	(c)	 	approve the forms of Award Agreements (which need not be
identical either as to type of Award or among Participants);






	 	(d)	 	construe and interpret this Plan and any agreements defining
the rights and obligations of the Company and Participants under this Plan,
further define the terms used in this Plan, and prescribe, amend and rescind
rules and regulations relating to the administration of this Plan or the Awards
granted under this Plan;






	 	(e)	 	cancel, modify, or waive the Corporation’s rights with respect
to, or modify, discontinue, suspend, or terminate any or all outstanding Awards
held by Eligible Employees, subject to any required consent under Section 6.6;






	 	(f)	 	accelerate or extend the exercisability or extend the term of
any or all such outstanding Awards within the maximum ten-year term of Awards
under Section 1.6 in such circumstances as the Administrator may deem
appropriate (including, without limitation, in connection with a termination of
employment or services or other events of a personal nature);






	 	(g)	 	determine the date of grant of an award, which may be a
designated date after but not before the date of the Administrator’s action
(unless otherwise designated by the Administrator, the date of grant of an
award shall be the date upon which the Administrator took the action granting
an award);






	 	(h)	 	determine whether, and the extent to which, adjustments are
required pursuant to Section 6.3 hereof and authorize the termination,
conversion, substitution or succession of awards upon the occurrence of an
event of the type described in Section 6.3;






	 	(i)	 	acquire or settle (subject to Sections 6.3 and 6.6) rights
under awards in cash, stock of equivalent value, or other consideration; and






	 	(j)	 	determine Fair Market Value for Plan purposes and make all
other determinations and take such other action as contemplated by this Plan or
as may be necessary or advisable for the administration of this Plan and the
effectuation of its purposes.






	 	1.2.3	 	Binding Determinations. Any action taken by, or inaction of, the
Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan and
within its authority hereunder or under applicable law shall be within the absolute
discretion of that entity or body and shall be conclusive and binding upon all persons.
Neither the Board nor any Board committee, nor any member thereof or person acting at
the direction thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with this Plan (or any
Award made under this Plan), and all such persons shall be entitled to indemnification
and reimbursement by the Company in respect of any claim, loss, damage or expense
(including, without limitation, attorneys’ fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors and officers liability
insurance coverage that may be in effect from time to time.






	 	1.2.4	 	Reliance on Experts. In making any determination or in taking or not
taking any action under this Plan, the Administrator or the Board, as the case may be,
may obtain and may rely upon the advice of experts, including employees of and
professional advisors to the Corporation. No director, officer or agent of the Company
will be liable for any such action or determination taken or made or omitted in good
faith.






	 	1.2.5	 	Delegation. The Administrator may delegate ministerial,
non-discretionary functions to individuals who are officers or employees of the
Company.






	 	1.3	 	Participation. Discretionary Awards may be granted by the Administrator only to
those persons that the Administrator determines to be Eligible Employees. Subject to the
express provisions of this Plan, the Administrator will determine the Eligible Employees to
whom Awards will be granted, the number of shares subject to each Award, and the price (if
any) to be paid for the shares or the Award. Each Award granted under this Plan shall be made
only as an inducement material to the Participant’s entering into employment with the
Company and only if the Participant was not previously an employee or director
of the Company (or following a bona fide period of non-employment).





1.4 Shares Available for Awards; Share Limits.




	 	1.4.1	 	Shares Available. Subject to the provisions of Section 6.3, the
capital stock that may be delivered under this Plan will be shares of the Corporation’s
authorized but unissued Common Stock and any shares of its Common Stock held as
treasury shares. The shares may be delivered for any lawful consideration.






	 	1.4.2	 	Share Limits. The maximum number of shares of Common Stock that may
be delivered pursuant to Awards granted to Eligible Employees under this Plan (the
“Share Limit”) is equal to 1,000,000 shares. The Share Limit is subject to adjustment
as contemplated by Section 1.4.3 and Section 6.3.






	 	1.4.3	 	Awards Settled in Cash, Reissue of Awards and Shares. To the extent
that an Award is settled in cash or a form other than shares of Common Stock, the
 shares that would have been delivered had there been no such cash or other settlement
shall not be counted against the shares available for issuance under this Plan. In the
event that shares are delivered in respect of a dividend equivalent, Stock Appreciation
Right, or other Award, only the actual number of shares delivered with respect to the
Award shall be counted against the share limits of this Plan. Shares that are subject
to or underlie Awards which expire or for any reason are cancelled or terminated, are
forfeited, fail to vest, or for any other reason are not paid or delivered under this
Plan shall again be available for subsequent Awards under this Plan. Shares that are
exchanged by a Participant or withheld by the Corporation as full or partial payment in
connection with any Award under this Plan, as well as any shares exchanged by a
Participant or withheld by the Company to satisfy the tax withholding obligations
related to any award under this Plan, shall be available for subsequent awards under
this Plan.






	 	1.4.4	 	Reservation of Shares. The Corporation shall at all times reserve a
number of shares of Common Stock sufficient to cover the Corporation’s obligations and
contingent obligations to deliver shares with respect to Awards then outstanding under
this Plan (exclusive of any dividend equivalent obligations to the extent the
Corporation has the right to settle such rights in cash).






	 	1.5	 	Grant of Awards. Subject to the express provisions of this Plan, the Administrator
will determine the number of shares of Common Stock subject to each Award, the price (if any)
to be paid for the shares or the Award and, in the case of performance share awards, in
addition to matters addressed in Section 1.2.2, the specific objectives, goals and performance
criteria that further define the terms of the performance share award. Each Award will be
evidenced by an Award Agreement signed by the Corporation and, if required by the
Administrator, by the Participant.






	 	1.6	 	Award Period. Any Option, SAR, warrant or similar right shall expire and any other
Award shall either vest or be forfeited not more than 10 years after the date of grant;
provided, however, that any payment of cash or delivery of stock pursuant to an Award may be
delayed until a future date if specifically authorized by the Administrator in writing.





1.7 Limitations on Exercise and Vesting of Awards.




	 	1.7.1	 	Provisions for Exercise. An Award will be exercisable or will vest at
the time or times provided by the Administrator in the applicable Award Agreement, and
once exercisable an Award will remain exercisable until the expiration or earlier
termination of the Award.






	 	1.7.2	 	Procedure. Any exercisable Award will be deemed to be exercised when
the Corporation receives written notice of such exercise from the Participant together
with any required payment made in accordance with Section 1.9.






	 	1.7.3	 	Fractional Shares/Minimum Issue. Fractional share interests will be
disregarded, but may be accumulated. The Administrator, however, may determine in the
case of Eligible Employees that cash, other securities, or other property will be paid
or transferred in lieu of any fractional share interests. No fewer than
100* shares may be purchased on exercise of any Award at one time
unless the number purchased is the total number at the time available for purchase
under the Award.





1.8 No Transferability; Limited Exception to Transfer Restrictions.




	 	1.8.1	 	Limit On Exercise and Transfer. Unless otherwise expressly provided
in (or pursuant to) this Section 1.8, by applicable law and by the Award Agreement, as
the same may be amended, (i) all Awards are non-transferable and will not be subject in
any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance
or charge; Awards will be exercised only by the Participant; and (ii) amounts payable
or shares issuable pursuant to an Award will be delivered only to (or for the account
of) the Participant.






	 	1.8.2	 	Exceptions. The Administrator may permit Awards to be exercised by
and paid to certain persons or entities related to the Participant, including but not
limited to members of the Participant’s immediate family, trusts or other entities
controlled by or whose beneficiaries or beneficial owners are the Participant and/or
members of the Participant’s immediate family, pursuant to such conditions and
procedures, including limitations on subsequent transfers, as the Administrator may
establish. Any permitted transfer shall be subject to the condition that the
Administrator receive evidence satisfactory to it that the transfer (a) is being made
for essentially donative, estate and/or tax planning purposes on a gratuitous or
donative basis and without consideration (other than nominal consideration or in
exchange for an interest in a qualified transferee), and (b) will not compromise the
Corporation’s ability to register shares issuable under this Plan on Form S-8 under the
Securities Act. Notwithstanding the foregoing or anything in Section 1.8.3, Restricted
Stock Awards shall be subject to any and all additional transfer restrictions under the
Code to the extent necessary to maintain the intended tax consequences of such awards.






	 	1.8.3	 	Further Exceptions to Limits On Transfer. The exercise and transfer
restrictions in Section 1.8.1 will not apply to:






(a) transfers to the Corporation,




	 	(b)	 	the designation of a beneficiary to receive benefits if the
Participant dies or, if the Participant has died, transfers to or exercises by
the Participant’s Beneficiary, or, in the absence of a validly designated
Beneficiary, transfers by will or the laws of descent and distribution,






	 	(c)	 	transfers to a family member (or former family member) pursuant
to a domestic relations order if approved or ratified by the Administrator,






	 	(d)	 	if the Participant has suffered a disability, permitted
transfers or exercises on behalf of the Participant by the Participant’s legal
representative, or






	 	(e)	 	the authorization by the Administrator of “cashless exercise”
procedures with third parties who provide financing for the purpose of (or who
otherwise facilitate) the exercise of Awards consistent with applicable laws
and the express authorization of the Administrator.






	 	1.9	 	Consideration for Common Stock or Awards. The purchase price for any Award granted
under this Plan or the Common Stock to be delivered pursuant to an Award, as applicable, may
be paid by means of any lawful consideration as determined by the Administrator, including,
without limitation, one or a combination of the following methods:






	 	•	 	services rendered by the recipient of such Award;






	 	•	 	cash, check payable to the order of the Corporation, or
electronic funds transfer;






	 	•	 	notice and third party payment in such manner as may be
authorized by the Administrator;






	 	•	 	the delivery of previously owned shares of Common Stock;






	 	•	 	by a reduction in the number of shares otherwise deliverable
pursuant to the Award; or






	 	•	 	subject to such procedures as the Administrator may adopt,
pursuant to a “cashless exercise” with a third party who provides financing for
the purposes of (or who otherwise facilitates) the purchase or exercise of
awards.






In no event, however, shall any shares newly-issued by the Corporation be issued for less
than the minimum lawful consideration for such shares or for consideration other than
consideration permitted by applicable state law. In the event that the Administrator allows
a Participant to exercise an Award by delivering shares of Common Stock previously owned by
such Participant and unless otherwise expressly provided by the Administrator, any shares
delivered which were initially acquired by the Participant from the Corporation (upon
exercise of an Option or otherwise) must have been owned by the Participant at least six
months as of the date of delivery. Shares of Common Stock used to satisfy the exercise
price of an Option shall be valued at their Fair Market Value on the date of exercise. The
Corporation will not be obligated to deliver any shares unless and until it receives full
payment of the exercise or purchase price therefor and any related withholding obligations
under Section 6.5 and any other conditions to exercise or purchase have been satisfied.
Unless otherwise expressly provided in the applicable Award Agreement, the Administrator may
at any time eliminate or limit a participant’s ability to pay the purchase or exercise price
of any Award or shares by any method other than cash payment to the Corporation.



2. Options.




	 	2.1	 	Grants. One or more Options may be granted under this Section 2 to any Eligible
Employee.





2.2 Option Price.




	 	2.2.1	 	Pricing Limits. The purchase price per share of the Common Stock
covered by each Option will be determined by the Administrator at the time of the grant
of the Award. In no case shall the purchase price per share of the Common Stock
covered by an Option be less than the par value of such a share.






	 	2.2.2	 	Payment Provisions. The purchase price of any shares purchased on
exercise of an Option granted under this Section 2 will be paid in full at the time of
each purchase in one or a combination of the methods set forth in Section 1.9, as
permitted or required by the Administrator.





3. Stock Appreciation Rights (Including Limited Stock Appreciation Rights).




	 	3.1	 	Grants. The Administrator may grant to any Eligible Employee Stock Appreciation
Rights either concurrently with the grant of another Award or in respect of an outstanding
Award, in whole or in part, or independently of any other Award.





3.2 Exercise of Stock Appreciation Rights.




	 	3.2.1	 	Exercisability. Unless the Award Agreement or the Administrator
otherwise provides, a Stock Appreciation Right related to another Award will be
exercisable at such time or times, and to the extent, that the related Award will be
exercisable.






	 	3.2.2	 	Stand-Alone SARs. A Stock Appreciation Right granted independently of
any other Award will be exercisable pursuant to the terms of the Award Agreement but in
no event earlier than six months after the Award Date, except in the case of death or
Total Disability.






	 	3.2.3	 	Proportionate Reduction If an SAR extends to less than all the shares
covered by the related Award and if a portion of the related Award is thereafter
exercised, the number of shares subject to the unexercised SAR shall be reduced only if
and to the extent that the remaining number of shares covered by such related Award is
less than the remaining number of shares subject to such SAR.





3.3 Payment.




	 	3.3.1	 	Amount. Unless the Administrator otherwise provides, upon exercise of
a Stock Appreciation Right and the attendant surrender of an exercisable portion of any
related Award, the Participant will be entitled to receive, subject to Section 6.5,
payment of an amount determined by multiplying:






	 	(a)	 	the difference (which shall not be less than zero) obtained by
subtracting the Base Price of the Stock Appreciation Right from the Fair Market
Value of a share of Common Stock on the date of exercise of the Stock
Appreciation Right, by






	 	(b)	 	the number of shares with respect to which the Stock
Appreciation Right has been exercised.






The “Base Price” of a Stock Appreciation Right will be determined by the
Administrator at the time of the Award.




	 	3.3.2	 	Form of Payment. The Administrator, in its sole discretion, will
determine the form in which payment will be made of the amount determined under Section
3.3.1 above, either solely in cash, solely in shares of Common Stock (valued at Fair
Market Value on the date of exercise of the Stock Appreciation Right), or partly in
such shares and partly in cash, but the Administrator will have determined that such
exercise and payment are consistent with applicable law. If the Administrator permits
the Participant to elect to receive cash or shares (or a combination thereof) on such
exercise, any such election will be subject to such conditions as the Administrator may
impose.






	 	3.4	 	Limited Stock Appreciation Rights. The Administrator may grant to any Eligible
Employee Stock Appreciation Rights exercisable only upon or in respect of a change in control
or any other specified event (“Limited SARs”) and such Limited SARs may relate to or operate
in tandem or combination with, or substitution for, Options, other SARs or other Awards (or
any combination thereof), and may be payable in cash or shares based on the spread between the
base price of the SAR and a price based upon or equal to the Fair Market Value of the Common
Stock during a specified period or at a specified time within a specified period before, after
or including the date of such event.





4. Restricted Stock and Stock Unit Awards.




	 	4.1	 	Grants. Subject to any applicable limitations under Delaware law and to such rules
and procedures as the Administrator may establish from time to time:






	 	4.1.1	 	Restricted Stock. The Administrator may grant one or more Restricted
Stock Awards to any Eligible Employee. Each Restricted Stock Award Agreement will
specify the number of shares of Common Stock to be issued to the Participant, the date
of such issuance, the consideration for such shares (but not less than the minimum
lawful consideration under applicable state law) to be paid by the Participant, the
extent (if any) to which and the time (if ever) at which the Participant will be
entitled to dividends, voting and other rights in respect of the shares prior to
vesting, and the restrictions (which may be based on performance criteria, passage of
time or other factors or any combination thereof) imposed on such shares and the
conditions of release or lapse of such restrictions. Such restrictions will not lapse
earlier than six months after the Award Date, except to the extent the Administrator
may otherwise provide. Stock certificates evidencing shares of Restricted Stock
pending the lapse of the restrictions (“Restricted Shares”) will bear a legend making
appropriate reference to the restrictions imposed hereunder and will be held by the
Corporation or by a third party designated by the Administrator until the restrictions
on such shares have lapsed and the shares have vested in accordance with the provisions
of the Award and Section 1.7. Upon issuance of the Restricted Stock Award, the
Participant may be required to provide such further assurances and documents as the
Administrator may require to enforce the restrictions.






	 	4.1.2	 	Stock Units. The Administrator may authorize and grant to any
Eligible Employee a Stock Unit Award, or the crediting of Stock Units for services
rendered or to be rendered or in lieu of other compensation, consistent with other
applicable terms of this Plan, may permit an Eligible Employee to irrevocably elect to
defer by means of Stock Units or receive in Stock Units all or a portion of any Award
hereunder, or may grant Stock Units in lieu of, in exchange for, in respect of, or in
addition to any other compensation or Award under this Plan. The specific terms,
conditions, and provisions relating to each Stock Unit grant or election, including the
applicable vesting and payout provisions of the Stock Units and the form of payment to
be made at or following the vesting thereof, shall be set forth in or pursuant to the
applicable Award Agreement or and any relevant Company deferred compensation plan.





4.2 Restrictions.




	 	4.2.1	 	Pre-Vesting Restraints. Except as provided in Sections 4.1 and 1.8,
restricted shares comprising any Restricted Stock Award may not be sold, assigned,
transferred, pledged or otherwise disposed of or encumbered, either voluntarily or
involuntarily, until the restrictions on such shares have lapsed and the shares have
become vested.






	 	4.2.2	 	Dividend and Voting Rights. Unless otherwise provided in the
applicable Award Agreement, a Participant receiving a Restricted Stock Award will be
entitled to cash dividend and voting rights for all shares issued even though they are
not vested, but such rights will terminate immediately as to any Restricted Shares
which cease to be eligible for vesting.






	 	4.2.3	 	Cash Payments. If the Participant has paid or received cash
(including any dividends) in connection with the Restricted Stock Award, the Award
Agreement will specify whether and to what extent such cash will be returned (with or
without an earnings factor) as to any restricted shares that cease to be eligible for
vesting.






	 	4.3	 	Return to the Corporation. Unless the Administrator otherwise expressly provides,
Restricted Shares or Stock Units that remain subject to vesting conditions at the time of
termination of employment will not vest and will be returned to the Corporation or cancelled,
as the case may be, in such manner and on such terms as the Administrator provides.





5. Performance Share Awards and Stock Bonuses.




	 	5.1	 	Grants of Performance Share Awards. The Administrator may grant Performance Share
Awards to Eligible Employees based upon such factors as the Administrator deems relevant in
light of the specific type and terms of the award. An Award Agreement will specify the
maximum number of shares of Common Stock (if any) subject to the Performance Share Award, the
consideration (but not less than the minimum lawful consideration) to be paid for any such
 shares as may be issuable to the Participant, the duration of the Award and the conditions
upon which delivery of any shares or cash to the Participant will be based. The amount of
cash or shares or other property that may be deliverable pursuant to such Award will be based
upon the degree of attainment over a specified period of not more than 10 years (a
“performance cycle”) as may be established by the Administrator of such measure(s) of the
performance of the Company (or any part thereof) or the Participant as may be established by
the Administrator. The Administrator may provide for full or partial credit, prior to
completion of such performance cycle or the attainment of the performance achievement
specified in the Award, in the event of the Participant’s death, Retirement, or Total
Disability, a Change in Control Event or in such other circumstances as the Administrator
(consistent with Section 6.10.3(b), if applicable) may determine.






	 	5.2	 	Grants of Stock Bonuses. The Administrator may grant a Stock Bonus to any Eligible
Employee to reward exceptional or special services, contributions or achievements in the
manner and on such terms and conditions (including any restrictions on such shares) as
determined from time to time by the Administrator. The number of shares so awarded will be
determined by the Administrator. The Award may be granted independently or in lieu of a cash
bonus.






	 	5.3	 	Deferred Payments. The Administrator may authorize for the benefit of any Eligible
Employee the deferral of any payment of cash or shares that may become due or of cash
otherwise payable under this Plan, and provide for accredited benefits thereon (such as the
payment or crediting of interest or other earnings on the deferral amounts, or the payment or
crediting of dividend equivalents where the deferred amounts are denominated in shares), at
the election or at the request of such Participant, subject to the other terms of this Plan.
Such deferral will be subject to such further conditions, restrictions or requirements as the
Administrator may impose, subject to any then vested rights of Participants.





5.4 Cash Bonus Awards.




	 	5.4.1	 	Performance Goals. The Administrator may establish a program of
annual incentive awards that are payable in cash to Eligible Employees based upon the
extent to which performance goals are met during the performance period. The
performance goals may depend upon the performance of the Company on a consolidated,
subsidiary division basis with reference to any one or combination of the performance
criteria as established by the Administrator. In addition, the award may depend upon
the Eligible Employee’s individual performance.






	 	5.4.2	 	Payment in Restricted Stock. In lieu of cash payment of an Award, the
Administrator may require or allow all or a portion of the Award to be paid in the form
of stock, Restricted Stock, an Option or other Award.





6. Other Provisions.



6.1 Rights of Eligible Employees, Participants and Beneficiaries.




	 	6.1.1	 	Employment Status. Status as an Eligible Employee will not be
construed as a commitment that any Award will be made under this Plan to an Eligible
Employee or to Eligible Employees generally.






	 	6.1.2	 	No Employment Contract. Nothing contained in this Plan (or in any
other documents related to this Plan or to any Award) will confer upon any Eligible
Employee or other Participant any right to continue in the employ or other service of
the Company or constitute any contract or agreement of employment or other service, nor
will interfere in any way with the right of the Company to otherwise change such
person’s compensation or other benefits or to terminate the employment or other service
of such person, with or without cause. Nothing in this Section 6.1.2, however, is
intended to adversely affect any express independent right of such person under a
separate employment or service contract other than an Award Agreement.






	 	6.1.3	 	Plan Not Funded. Awards payable under this Plan will be payable in
 shares or from the general assets of the Corporation, and (except for any reservation
of shares by the Corporation pursuant to Section as provided in Section 1.4.4) no
special or separate reserve, fund or deposit will be made to assure payment of such
Awards. No Participant, Beneficiary or other person will have any right, title or
interest in any fund or in any specific asset (including shares of Common Stock, except
as expressly otherwise provided) of the Company by reason of any Award hereunder.
Neither the provisions of this Plan (or of any related documents), nor the creation or
adoption of this Plan, nor any action taken pursuant to the provisions of this Plan
will create, or be construed to create, a trust of any kind or a fiduciary relationship
between the Company and any Participant, Beneficiary or other person. To the extent
that a Participant, Beneficiary or other person acquires a right to receive payment
pursuant to any Award hereunder, such right will be no greater than the right of any
unsecured general creditor of the Company.






	 	6.1.4	 	Charter Documents. The Certificate of Incorporation and By-Laws of
the Corporation, as either of them may be amended from time to time, may provide for
additional restrictions and limitations with respect to the Common Stock (including
additional restrictions and limitations on the transfer of shares). To the extent that
these restrictions and limitations are greater than those set forth in this Plan or any
Award Agreement, such restrictions and limitations shall apply to any shares of Common
Stock acquired pursuant to the exercise of Awards and are incorporated herein by
reference.






	 	6.2	 	Effects of Termination of Employment; Termination of Subsidiary Status; Discretionary
Provisions.






	 	6.2.1	 	Options — Resignation or Dismissal. Unless otherwise provided in the
Award Agreement and subject to earlier termination pursuant to or as contemplated by
Section 1.6 or 6.3, if the Participant’s employment by (or other service specified in
the Award Agreement to) the Company terminates for any reason (the date of such
termination being referred to as the “Severance Date”) other than due to the
Participant’s Retirement, Total Disability or death, or a termination by the
Corporation or a Subsidiary “for cause” (as determined in the sole discretion of the
Administrator, unless a written employment agreement by and between the Participant and
the Corporation or a Subsidiary defines such term for purposes of the Participant’s
employment and such agreement is in effect at the time of grant of the Award), the
Participant will have until the date which is three months after the Participant’s
Severance Date to exercise an Option to the extent that it is vested on the
Severance Date. In the case of a termination by the Corporation or a Subsidiary “for
cause” (as determined in the sole discretion of the Administrator, unless a written
employment agreement by and between the Participant and the Corporation or a Subsidiary
defines such term for purposes of the Participant’s employment and such agreement is in
effect at the time of grant of the Award), the Option will terminate on the
Participant’s Severance Date (whether or not vested and/or exercisable). In all cases,
the Option, to the extent not vested on the Participant’s Severance Date, will
terminate on that date.






	 	6.2.2	 	Options — Death or Disability. Unless otherwise provided in the Award
Agreement and subject to earlier termination pursuant to or as contemplated by Section
1.6 or 6.3, if the Participant’s employment by (or specified service to) the Company
terminates as a result of the Participant’s Total Disability or death, or the
Participant suffers a Total Disability or dies within 30 days after a termination
described in Section 6.2.1, the Participant, the Participant’s Personal Representative
or the Participant’s Beneficiary, as the case may be, will have until the date which is
twelve months after the Participant’s Severance Date to exercise an Option to the
extent that it is vested on the Participant’s Severance Date. The Option, to
the extent not vested on the Participant’s Severance Date, will terminate on
that date.






	 	6.2.3	 	Options — Retirement. Unless otherwise provided in the Award
Agreement and subject to earlier termination pursuant to or as contemplated by Section
1.6 or 6.3, if the Participant’s employment by (or specified service to) the Company
terminates as a result of the Participant’s Retirement, the Participant, the
Participant’s Personal Representative or the Participant’s Beneficiary, as the case may
be, will have until the date which is twelve months after the Participant’s Severance
Date to exercise an Option to the extent that it is vested on the Participant’s
Severance Date. The Option, to the extent not vested on the Participant’s
Severance Date, will terminate on that date.






	 	6.2.4	 	Certain SARs. Any SAR granted concurrently or in tandem with an
Option will have the same post-termination provisions and exercisability periods as the
Option to which it relates, unless the Administrator otherwise provides.






	 	6.2.5	 	Other Awards. The Administrator will establish in respect of each
other Award granted hereunder the Participant’s rights and benefits (if any) if the
Participant’s employment is terminated and in so doing may make distinctions based upon
the cause of termination and the nature of the Award.






	 	6.2.6	 	Administrator Discretion. Notwithstanding the foregoing provisions of
this Section 6.2, in the event of, or in anticipation of, a termination of employment
with the Company for any reason, other than discharge for cause, the Administrator may
increase the portion of the Participant’s Award available to the Participant, or
Participant’s Beneficiary or Personal Representative, as the case may be, or, subject
to the provisions of Section 1.6 and 6.3, extend the exercisability period upon such
terms as the Administrator determines and expressly sets forth in or by amendment to
the Award Agreement. If the Participant is not an employee or director of the Company
and provides other services to the Company, the Administrator shall be the sole judge
for purposes of this Plan (unless a contract or the Award otherwise provides) of
whether the Participant continues to render services to the Company and the date, if
any, upon which such services shall be deemed to have terminated.






	 	6.2.7	 	Events Not Deemed Terminations of Service. Unless Company policy or
the Administrator otherwise provides, the employment relationship shall not be
considered terminated in the case of (a) sick leave, (b) military leave, or (c) any
other leave of absence authorized by the Company or the Administrator; provided that
unless reemployment upon the expiration of such leave is guaranteed by contract or law,
such leave is for a period of not more than 90 days. In the case of any employee of
the Company on an approved leave of absence, continued vesting of the Award while on
leave from the employ of the Company may be suspended until the employee returns to
service, unless the Administrator otherwise provides or applicable law otherwise
requires. In no event shall an Award be exercised after the expiration of the term set
forth in the Award Agreement.






	 	6.2.8	 	Effect of Change of Subsidiary Status. For purposes of this Plan and
any Award, if an entity ceases to be a Subsidiary of the Corporation a termination of
employment or service shall be deemed to have occurred with respect to each Eligible
Employee in respect of such Subsidiary who does not continue as an Eligible Employee in
respect of another entity within the Company after giving effect to the Subsidiary’s
change in status.





6.3 Adjustments; Acceleration.




	 	6.3.1	 	Adjustments. The following provisions will apply if any extraordinary
dividend or other extraordinary distribution occurs in respect of the Common Stock
(whether in the form of cash, Common Stock, other securities, or other property), or
any reclassification, recapitalization, stock split (including a stock split in the
form of a stock dividend), reverse stock split, reorganization, merger, combination,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock
or other securities of the Corporation, or any similar, unusual or extraordinary
corporate transaction (or event in respect of the Common Stock) or a sale of
substantially all the assets of the Corporation as an entirety occurs. The
Administrator will, in such manner and to such extent (if any) as it deems appropriate
and equitable






	 	(a)	 	proportionately adjust any or all of (i) the number and type of
 shares of Common Stock (or other securities) that thereafter may be made the
subject of Awards (including the specific maxima and numbers of shares set
forth elsewhere in this Plan), (ii) the number, amount and type of shares of
Common Stock (or other securities or property) subject to any or all
outstanding Awards, (iii) the grant, purchase, or exercise price of any or all
outstanding Awards, (iv) the securities, cash or other property deliverable
upon exercise of any outstanding Awards, or (v) the performance standards
appropriate to any outstanding Awards, or






	 	(b)	 	in the case of an extraordinary dividend or other distribution,
recapitalization, reclassification, merger, reorganization, consolidation,
combination, sale of assets, split up, exchange, or spin off, make provision
for a cash payment or for the substitution or exchange of any or all
outstanding Awards or the cash, securities or property deliverable to the
holder of any or all outstanding Awards based upon the distribution or
consideration payable to holders of the Common Stock upon or in respect of such
event.






The Administrator may adopt such valuation methodologies for outstanding Awards as
it deems reasonable in the event of a cash or property settlement and, in the case
of Options, Stock Appreciation Rights or similar rights, but without limitation on
other methodologies, may base such settlement solely upon the excess if any of the
per share amount payable upon or in respect of such event over the exercise or base
price of the Award.




In any of such events, the Administrator may take such action prior to such event to
the extent that the Administrator deems the action necessary to permit the
participant to realize the benefits intended to be conveyed with respect to the
underlying shares in the same manner as is or will be available to stockholders
generally. In the case of any stock split or reverse stock split, if no action is
taken by the Administrator, the proportionate adjustments contemplated by clause (a)
above shall nevertheless be made.




	 	6.3.2	 	Automatic Acceleration of Awards. Upon a dissolution of the
Corporation or other event described in Section 6.3 that the Corporation does not
survive (or does not survive as a public company in respect of its Common Stock), then
each then outstanding Option and Stock Appreciation Right shall become fully vested,
all shares of Restricted Stock then outstanding shall fully vest free of restrictions,
and each other Award granted under this Plan that is then outstanding shall become
payable to the holder of such Award; provided that such acceleration provision shall
not apply, unless otherwise expressly provided by the Administrator, with respect to
any Award to the extent that the Administrator has made a provision for the
substitution, assumption, exchange or other continuation or settlement of the Award, or
the Award would otherwise continue in accordance with its terms, in the circumstances.






	 	6.3.3	 	Possible Acceleration of Awards. Without limiting Section 6.3.2, in
the event of a Change in Control Event, the Administrator may, in its discretion,
provide that any outstanding Option or Stock Appreciation Right shall become fully
vested, that any share of Restricted Stock then outstanding shall fully vest free of
restrictions, and that any other Award granted under this Plan that is then outstanding
shall be payable to the holder of such Award. The Administrator may take such action
with respect to all Awards then outstanding or only with respect to certain specific
Awards identified by the Administrator in the circumstances.






	 	6.3.4	 	Early Termination of Awards. Any Award that has been accelerated as
required or contemplated by Section 6.3.2 or 6.3.3 (or would have been so accelerated
but for Section 6.3.5 or 6.3.7) shall terminate upon the related event referred to in
Section 6.3.2 or 6.3.3, as applicable, subject to any provision that has been expressly
made by the Administrator, through a plan of reorganization or otherwise, for the
survival, substitution, assumption, exchange or other continuation or settlement of
such Award and provided that, in the case of Options and Stock Appreciation Rights that
will not survive, be substituted for, assumed, exchanged, or otherwise continued or
settled in the transaction, the holder of such Award shall be given reasonable advance
notice of the impending termination and a reasonable opportunity to exercise his or her
outstanding Options and Stock Appreciation Rights in accordance with their terms before
the termination of such Awards (except that in no case shall more than ten days’ notice
of accelerated vesting and the impending termination be required and any acceleration
may be made contingent upon the actual occurrence of the event).






	 	6.3.5	 	Other Acceleration Rules. Any acceleration of awards pursuant to this
Section 6.3 shall comply with applicable legal requirements and, if necessary to
accomplish the purposes of the acceleration or if the circumstances require, may be
deemed by the Administrator to occur a limited period of time not greater than 30 days
before the event. Without limiting the generality of the foregoing, the Administrator
may deem an acceleration to occur immediately prior to the applicable event and/or
reinstate the original terms of an award if an event giving rise to an acceleration
does not occur. The Administrator may override the provisions of Section 6.3.2, 6.3.3,
6.3.4 and/or 6.3.7 by express provision in the Award Agreement and may accord any
Eligible Employee a right to refuse any acceleration, whether pursuant to the Award
Agreement or otherwise, in such circumstances as the Administrator may approve.






	 	6.3.6	 	Possible Rescission of Acceleration. If the vesting of an Award has
been accelerated expressly in anticipation of an event or upon stockholder approval of
an event and the Administrator later determines that the event will not occur, the
Administrator may rescind the effect of the acceleration as to any then outstanding and
unexercised or otherwise unvested Awards.






	 	6.3.7	 	Golden Parachute Limitations. Notwithstanding anything else contained
in this Section 6.3 to the contrary, in no event shall an Award be accelerated under
this Plan to an extent or in a manner which would not be fully deductible by the
Company for federal income tax purposes because of Section 280G of the Code, nor shall
any payment hereunder be accelerated to the extent any portion of such accelerated
payment would not be deductible by the Company because of Section 280G of the Code. If
a Participant would be entitled to benefits or payments hereunder and under any other
plan or program that would constitute “parachute payments” as defined in Section 280G
of the Code, then the Participant may by written notice to the Company designate the
order in which such parachute payments will be reduced or modified so that the Company
is not denied federal income tax deductions for any “parachute payments” because of
Section 280G of the Code. Notwithstanding the foregoing, if a Participant is a party
to an employment or other agreement with the Company, or is a participant in a
severance program sponsored by the Company, that contains express provisions regarding
Section 280G and/or Section 4999 of the Code (or any similar successor provision), the
Section 280G and/or Section 4999 provisions of such employment or other agreement or
plan, as applicable, shall control as to any Awards held by the Participant (for
example, and without limitation, a Participant may be a party to an employment
agreement with the Company that provides for a “gross-up” as opposed to a “cut-back” in
the event that the Section 280G thresholds are reached or exceeded in connection with a
change in control and, in such event, the Section 280G and/or Section 4999 provisions
of such employment agreement shall control as to any Awards held by the Participant).






	 	6.4	 	Compliance with Laws. This Plan, the granting and vesting of Awards under this Plan,
the offer, issuance and delivery of shares of Common Stock, and/or the payment of money under
this Plan or under Awards are subject to compliance with all applicable federal and state
laws, rules and regulations (including but not limited to state and federal securities law)
and to such approvals by any listing, regulatory or governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in connection therewith. The
person acquiring any securities under this Plan will, if requested by the Company, provide
such assurances and representations to the Company as the Administrator may deem necessary or
desirable to assure compliance with all applicable legal and accounting requirements.






	 	6.5	 	Tax Withholding. Upon any exercise, vesting, or payment of any Award, the Company
shall have the right at its option to:






	 	(a)	 	require the Participant (or the Participant’s Personal Representative or
Beneficiary, as the case may be) to pay or provide for payment of at least the minimum
amount of any taxes which the Company may be required to withhold with respect to such
award event or payment; or






	 	(b)	 	deduct from any amount otherwise payable in cash to the Participant (or the
Participant’s Personal Representative or Beneficiary, as the case may be) the minimum
amount of any taxes which the Company may be required to withhold with respect to such
cash payment.






In any case where a tax is required to be withheld in connection with the delivery of shares
of Common Stock under this Plan, the Administrator may in its sole discretion (subject to
Section 6.4) grant (either at the time of the Award or thereafter) to the Participant the
right to elect, pursuant to such rules and subject to such conditions as the Administrator
may establish, to have the Corporation reduce the number of shares to be delivered by (or
otherwise reacquire) the appropriate number of shares, valued in a consistent manner at
their Fair Market Value or at the sales price in accordance with authorized procedures for
cashless exercises, necessary to satisfy the minimum applicable withholding obligation on
exercise, vesting or payment. In no event shall the shares withheld exceed the minimum
whole number of shares required for tax withholding under applicable law.



6.6 Plan Amendment, Termination and Suspension.




	 	6.6.1	 	Board Authorization. The Board may, at any time, terminate or, from
time to time, amend, modify or suspend this Plan, in whole or in part. No Awards may
be granted during any suspension of this Plan or after termination of this Plan, but
the Administrator will retain jurisdiction as to Awards then outstanding in accordance
with the terms of this Plan.






	 	6.6.2	 	Amendments to Awards. Without limiting any other express authority of
the Administrator under but subject to the express limits of this Plan, the
Administrator by agreement or resolution may waive conditions of or limitations on
Awards to Eligible Employees that the Administrator in the prior exercise of its
discretion has imposed, without the consent of a Participant, and may make other
changes to the terms and conditions of Awards that do not affect in any manner
materially adverse to the Participant, the Participant’s rights and benefits under an
Award.






	 	6.6.3	 	Limitations on Amendments to Plan and Awards. No amendment,
suspension or termination of this Plan or change of or affecting any outstanding Award
will, without written consent of the Participant, affect in any manner materially
adverse to the Participant any rights or benefits of the Participant or obligations of
the Corporation under any Award granted under this Plan prior to the effective date of
such change. Changes, settlements and other actions contemplated by Section 6.3 will
not be deemed to constitute changes or amendments for purposes of this Section 6.6.






	 	6.7	 	Privileges of Stock Ownership. Except as otherwise expressly authorized by the
Administrator or this Plan, a Participant will not be entitled to any privilege of stock
ownership as to any shares of Common Stock not actually delivered to and held of record by the
Participant. No adjustment will be made for dividends or other rights as a stockholder for
which a record date is prior to such date of delivery.






	 	6.8	 	Effective Date of the Plan. This Plan is effective upon its approval by the Board
(the “Effective Date”).






	 	6.9	 	Term of the Plan. Unless earlier terminated by the Board, this Plan will terminate
at the close of business on the day before the tenth anniversary of the Effective Date (the
“Termination Date”) and no Awards may be granted under this Plan after that date. Unless
otherwise expressly provided in this Plan or in an applicable Award Agreement, any Award
granted prior to the termination date may extend beyond such date, and all authority of the
Administrator with respect to Awards hereunder, including the authority to amend an Award,
will continue during any suspension of this Plan and in respect of Awards outstanding on the
termination date.





6.10 Governing Law/Construction/Severability.




	 	6.10.1	 	Choice of Law. This Plan, the Awards, all documents evidencing Awards and
all other related documents will be governed by, and construed in accordance with, the
laws of the state of Delaware.






	 	6.10.2	 	Severability. If a court of competent jurisdiction holds any provision
invalid and unenforceable, the remaining provisions of this Plan will continue in
effect.






	 	6.10.3	 	Plan Construction. It is the intent of the Corporation that the Awards and
transactions permitted by Awards be interpreted in a manner that, in the case of
Participants who are or may be subject to Section 16 of the Exchange Act, qualify, to
the maximum extent compatible with the express terms of the Award, for exemption from
matching liability under Rule 16b-3 promulgated under the Exchange Act.
Notwithstanding the foregoing, the Corporation shall have no liability to any
Participant or other person for Section 16 consequences of Awards or events under
Awards if an Award or event does not so qualify.






	 	6.11	 	Captions. Captions and headings are given to the sections and subsections of this
Plan solely as a convenience to facilitate reference. Such headings will not be deemed in any
way material or relevant to the construction or interpretation of this Plan or any provision
thereof.






	 	6.12	 	Non-Exclusivity of Plan. Nothing in this Plan will limit or be deemed to limit the
authority of the Board or the Administrator to grant awards or authorize any other
compensation, with or without reference to the Common Stock, under any other plan or
authority.






	 	6.13	 	No Corporate Action Restriction. The existence of this Plan, the Award Agreements
and the Awards granted hereunder shall not limit, affect or restrict in any way the right or
power of the Board or the stockholders of the Corporation to make or authorize: (a) any
adjustment, recapitalization, reorganization or other change in the capital structure or
business of the Corporation or any subsidiary, (b) any merger, amalgamation, consolidation or
change in the ownership of the Corporation or any subsidiary, (c) any issue of bonds,
debentures, capital, preferred or prior preference stock ahead of or affecting the capital
stock (or the rights thereof) of the Corporation or any subsidiary, (d) any dissolution or
liquidation of the Corporation or any subsidiary, (e) any sale or transfer of all or any part
of the assets or business of the Corporation or any subsidiary, or (f) any other corporate act
or proceeding by the Corporation or any subsidiary. No Participant, Beneficiary or any other
person shall have any claim under any Award or Award Agreement against any member of the Board
or the Administrator, or the Corporation or any employees, officers or agents of the
Corporation or any subsidiary, as a result of any such action.






	 	6.14	 	Other Company Benefit and Compensation Programs. Payments and other benefits
received by a Participant under an Award made pursuant to this Plan shall not be deemed a part
of a Participant’s compensation for purposes of the determination of benefits under any other
employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any
subsidiary, except where the Administrator expressly otherwise provides or authorizes in
writing. Awards under this Plan may be made in addition to, in combination with, as
alternatives to or in payment of grants, awards or commitments under any other plans or
arrangements of the Company or its subsidiaries.





7. Definitions.



“Award” means an award of any Option, Stock Appreciation Right, Restricted Stock, Stock Bonus,
Stock Unit, performance share award, dividend equivalent or deferred payment right or other right
or security that would constitute a “derivative security” under Rule 16a-1(c) of the Exchange Act,
or any combination thereof, whether alternative or cumulative, authorized by and granted under this
Plan.



“Award Agreement” means any writing setting forth the terms of an Award that has been authorized by
the Administrator.



“Award Date” means the date upon which the Administrator took the action granting an Award or such
later date as the Administrator designates as the Award Date at the time of the Award.



“Beneficiary” means the person, persons, trust or trusts designated by a Participant, or, in the
absence of a designation, entitled by will or the laws of descent and distribution, to receive the
benefits specified in the Award Agreement and under this Plan if the Participant dies, and means
the Participant’s executor or administrator if no other Beneficiary is designated and able to act
under the circumstances.



“Board” means the Board of Directors of the Corporation.



“Change in Control Event” means any of the following:




	 	(a)	 	The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of
either (1) the then-outstanding shares of common stock of the Corporation (the
“Outstanding Company Common Stock”) or (2) the combined voting power of the
then-outstanding voting securities of the Corporation entitled to vote generally in the
election of directors of the Corporation (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this definition, the following acquisitions
shall not constitute a Change in Control Event; (A) any acquisition directly from the
Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Corporation or
any affiliate of the Corporation or a successor, or (D) any acquisition by any entity
pursuant to a transaction that complies with clauses (c)(1), (2) and (3) below;






	 	(b)	 	Individuals who, as of the Effective Date, 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 of the Corporation subsequent to the
Effective Date whose election, or nomination for election by the Corporation’s
stockholders, was approved by a vote of at least three-fourths of the directors of the
Corporation then comprising the Incumbent Board (including for these purposes, the new
members whose election or nomination was so approved, without counting the member and
his predecessor twice) shall be considered as though such individual were 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 of the Corporation or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board;






	 	(c)	 	Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Corporation or any of its
Subsidiaries, a sale or other disposition of all or substantially all of the assets of
the Corporation, or the acquisition of assets or stock of another entity by the
Corporation or any of its Subsidiaries (each, a “Business Combination”), in each case
unless, following such Business Combination, (1) 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 and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors, 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 Corporation or all or substantially all of the Corporation’s assets directly or
through one or more subsidiaries (a “Parent”)) 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,
(2) no Person (excluding any entity resulting from such Business Combination or a
Parent or any employee benefit plan (or related trust) of the Corporation or such
entity resulting from such Business Combination or Parent) beneficially owns, directly
or indirectly, 30% or more of, respectively, the then-outstanding shares of common
stock of the entity resulting from such Business Combination or the combined voting
power of the then-outstanding voting securities of such entity, except to the extent
that the ownership in excess of 30% existed prior to the Business Combination, and (3)
at least a majority of the members of the board of directors or trustees of the entity
resulting from such Business Combination or a Parent 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






	 	(d)	 	Approval by the stockholders of the Corporation of a complete liquidation or
dissolution of the Corporation other than in the context of a transaction that does not
constitute a Change in Control Event under clause (c) above.





“Code” means the Internal Revenue Code of 1986, as amended from time to time.



“Commission” means the Securities and Exchange Commission.



“Common Stock” means the Common Stock of the Corporation and such other securities or property as
may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under
Section 6.3 of this Plan.



“Company” means, collectively, the Corporation and its Subsidiaries.



“Corporation” means Corinthian Colleges, Inc., a Delaware corporation, and its successors.



“Eligible Employee” means an employee of the Company.



“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.



“Fair Market Value” on any date means (a) if the stock is listed or admitted to trade on a national
securities exchange, the closing price of the stock on the Composite Tape, as published in the
Western Edition of The Wall Street Journal, of the principal national securities exchange on which
the stock is so listed or admitted to trade, on such date, or, if there is no trading of the stock
on such date, then the closing price of the stock as quoted on such Composite Tape on the next
preceding date on which there was trading in such shares; (b) if the stock is not listed or
admitted to trade on a national securities exchange, the last/closing price for the stock on such
date, as furnished by the National Association of Securities Dealers, Inc. (“NASD”) through the
NASDAQ National Market Reporting System or a similar organization if the NASD is no longer
reporting such information; (c) if the stock is not listed or admitted to trade on a national
securities exchange and is not reported on the National Market Reporting System, the mean between
the bid and asked price for the stock on such date, as furnished by the NASD or a similar
organization; or (d) if the stock is not listed or admitted to trade on a national securities
exchange, is not reported on the National Market Reporting System and if bid and asked prices for
the stock are not furnished by the NASD or a similar organization, the value as established by the
Administrator at such time for purposes of this Plan. Any determination as to fair market value
made pursuant to this Plan shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse, and shall be conclusive and binding on all
persons. The Administrator may, however, provide with respect to one or more Awards that the Fair
Market Value shall equal the last closing price of a share of Common Stock as reported on the
composite tape for securities listed on a national securities exchange or as furnished by the NASD
and available on the date in question or the average of the high and low prices of a share of
Common Stock as reported on the composite tape for securities listed on a national securities
exchange or as furnished by the NASD for the date in question or the most recent trading day. The
Administrator also may adopt a different methodology for determining Fair Market Value with respect
to one or more Awards if a different methodology is necessary or advisable to secure any intended
favorable tax, legal or other treatment for the particular Award(s) (for example, and without
limitation, the Administrator may provide that Fair Market Value for purposes of one or more Awards
will be based on an average of closing prices (or the average of high and low daily trading prices)
for a specified period preceding the relevant date).



“Option” means an option to purchase Common Stock granted under this Plan. Any Option granted
hereunder shall not be intended to qualify as an “incentive stock option” within the meaning of
Section 422 of the Code.



“Participant” means an Eligible Employee who has been granted an Award under this Plan.



“Performance Share Award” means an Award of a right to receive shares of Common Stock under Section
5.1 the issuance or payment of which is contingent upon, among other conditions, the attainment of
performance objectives specified by the Administrator.



“Personal Representative” means the person or persons who, upon the disability or incompetence of a
Participant, has acquired on behalf of the Participant, by legal proceeding or otherwise, the power
to exercise the rights or receive benefits under this Plan by virtue of having become the legal
representative of the Participant.



“Plan” means this Corinthian Colleges, Inc. 2004 New-Hire Award Plan, as it may hereafter be
amended from time to time.



“QDRO” means a qualified domestic relations order.



“Restricted Shares” or “Restricted Stock” means shares of Common Stock awarded to a Participant
under this Plan, subject to payment of such consideration, if any, and such conditions on vesting
(which may include, among others, the passage of time, specified performance objectives or other
factors) and such transfer and other restrictions as are established in or pursuant to this Plan
and the related Award Agreement, for so long as such shares remain unvested under the terms of the
applicable Award Agreement.



“Retirement” means retirement with the consent of the Company or, from active service as an
employee or officer of the Company on or after attaining (a) age 55 with ten or more years of
employment with the Company, or (b) age 65.



“Rule 16b-3” means Rule 16b-3 as promulgated by the Commission pursuant to the Exchange Act, as
amended from time to time.



“Section 16 Person” means a person subject to Section 16(a) of the Exchange Act.



“Securities Act” means the Securities Act of 1933, as amended from time to time.



“Stock Appreciation Right” or “SAR” means a right authorized under this Plan to receive a number of
shares of Common Stock or an amount of cash, or a combination of shares and cash, the aggregate
amount or value of which is determined by reference to a change in the Fair Market Value of the
Common Stock.



“Stock Bonus” means an Award of shares of Common Stock granted under this Plan for no consideration
other than past services and without restriction other than such transfer or other restrictions as
the Administrator may deem advisable to assure compliance with law.



“Stock Unit” means a bookkeeping entry which serves as a unit of measurement relative to a share of
Common Stock for purposes of determining the payment, in Common Stock or cash, of an Award,
including a deferred benefit or right under this Plan. Stock Units are not outstanding shares and
do not entitle a Participant to any dividend, voting or other rights in respect of any Common Stock
represented thereby or acquirable thereunder. Stock Units, may, however, by express provision in
the applicable Award Agreement, entitle a Participant to dividend equivalent rights, as determined
by the Administrator.



“Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or
voting power is beneficially owned directly or indirectly by the Corporation.



“Total Disability” means a “total and permanent disability” within the meaning of Section
22(e)(3) of the Code and such other disabilities, infirmities, afflictions, or conditions as the
Administrator may include.