EX-10.2.2








CORINTHIAN COLLEGES, INC.




2004 NEW-HIRE AWARD PLAN




RESTRICTED STOCK UNIT AWARD AGREEMENT




Employee Name:



	 	 	 
	Number of Stock Units:

	 	«Number_of_Stock_Units»1
	 
	 	 
	Vesting Schedule:

	 	[One-fourth of the Stock Units subject to the

Award will vest on each of the first four

anniversary dates of Award Date1

] 
	 
	 	 
	Award Date:

	 	[   ], 2004







   


1 All share and unit numbers are subject to adjustment, and the Stock Units are
subject to acceleration and termination prior to vesting, as provided herein.



THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is by and between
CORINTHIAN COLLEGES, INC., a Delaware corporation (the “Corporation”), and the employee named above
(the “Participant”), an employee of the Corporation or one of its subsidiaries, and is delivered
under the Corinthian Colleges, Inc. 2004 New-Hire Award Plan (the “New-Hire Plan”).



W I T N E S S E T H




WHEREAS, the Compensation Committee of the Board of Directors has approved, and the
Corporation has granted, effective as of the Award Date, to the Participant with reference to
services to be rendered to the Company, a restricted stock unit award under the New-Hire Plan (the
“Stock Unit Award” or “Award”), upon the terms and conditions set forth herein and in the New-Hire
Plan.



NOW THEREFORE, in consideration of services to be rendered by the Participant and the mutual
promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:



1. Defined Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meaning assigned to such terms in the New-Hire Plan. For purposes of this
Agreement, a “Stock Unit” means a non-voting unit of measurement which is deemed for bookkeeping
purposes to be equivalent to one outstanding share of Common Stock of the Corporation (subject to
adjustment as provided in Section 9 hereof).



2. Grant. Subject to the terms of this Agreement and the New-Hire Plan, the
Corporation grants to the Participant a Stock Unit Award with respect to an aggregate number of
Stock Units set forth above. The Corporation acknowledges that the consideration for the shares
payable with respect to the Stock Units on the terms set forth in this Agreement shall be the
services rendered to the Company by the Participant prior to the applicable vesting date, the fair
value of which is not less than the par value per share of the Corporation’s Common Stock.



3. Vesting. The Stock Units subject to the Award shall vest in installments as set
forth in the “Vesting Schedule” set forth above, subject to earlier termination or acceleration and
subject to adjustment as provided herein.



4. Continuance of Employment Required. Except as otherwise expressly provided in
Section 8 below, the vesting schedule applicable to the Stock Units requires continued employment
or service through each applicable vesting date as a condition to the vesting of the applicable
installment of the award and the rights and benefits under this Agreement. Employment or service
for only a portion of the vesting period, even if a substantial portion, will not entitle the
Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of employment or service.




5. Dividend and Voting Rights.



(a) Limitations on Rights Associated with Units. The Stock Units are bookkeeping
entries only. The Participant shall have no rights as a stockholder of the Corporation, no
dividend rights (except as expressly provided in Section 5(b) hereof with respect to Dividend
Equivalents) and no voting rights with respect to the Stock Units or any shares of Common Stock
issuable in respect of such Stock Units, until shares of Common Stock are actually delivered to and
held of record by the Participant. No adjustments will be made for dividends or other rights of a
holder for which the record date is prior to the date of delivery of the shares.



(b) Dividend Equivalent Distributions. No later than sixty (60) days following each
date that the Corporation pays an ordinary cash dividend on its outstanding Common Stock (if any
ordinary cash dividends are paid), for which the related record date occurs after the Award Date
and prior to the fourth anniversary of the Award Date, the Corporation shall make a cash payment to
the Participant equal to, subject to the tax withholding provisions of Section 11 hereof and
Section 6.5 of the New-Hire Plan, the amount of the ordinary cash dividend paid by the Corporation
on a single share of Common Stock multiplied by the number of Stock Units subject to this Agreement
outstanding and unpaid as of such record date (“Dividend Equivalents”).



6. Restrictions on Transfer. Prior to the time the Stock Units are vested and paid,
neither the Stock Units comprising the Award nor any other rights of the Participant under this
Agreement or the New-Hire Plan may be transferred, except as expressly provided in Section 1.8 of
the New-Hire Plan. No specific exception to the general transfer prohibitions set forth in Section
1.8 of the New-Hire Plan has been authorized by the Administrator.



7. Timing and Manner of Payment with Respect to Stock Units. Stock Units subject to
this Agreement will be paid in an equivalent number of shares of Common Stock (either by delivering
one or more certificates for such shares or by entering such shares in book entry form, as
determined by the Corporation in its discretion) promptly after the vesting of such Stock Units in
accordance with the terms hereof, subject to adjustment as contemplated by Section 9 and subject to
earlier payment pursuant to Section 10. The Participant or other person entitled under the
New-Hire Plan to receive the shares shall deliver to the Corporation any representations or other
documents or assurances required pursuant to Section 6.4 of the New-Hire Plan. Delivery of any
certificates will be made to the Participant’s last address reflected on the books of the
Corporation or its Subsidiaries unless the Corporation is otherwise instructed in writing.




8. Effect of Termination of Employment or Change in Control.



(a) Termination of Employment Generally. Except as provided in Section 8(d), the
Participant’s Stock Units shall be extinguished to the extent such Stock Units have not become
vested upon the date the Participant is no longer employed by the Corporation or one of its
Subsidiaries and is not a member of the Board, regardless of the reason for such termination of
employment or service, whether with or without cause, voluntarily or involuntarily; provided,
however, that if the Participant incurs a Total Disability or dies while employed by the
Corporation or a Subsidiary or in service as a director of the Corporation, or Retires with the
consent of the Corporation or a Subsidiary from employment by the Corporation or a Subsidiary, then
if the Stock Units subject to the Award are not then otherwise fully vested, they shall become
vested upon such termination of employment. The termination of service rules of Sections 6.2.7 and
6.2.8 of the New-Hire Plan shall apply with respect to the Stock Units.



(b) Termination of Stock Units. If any Stock Units are extinguished hereunder, such
unvested, extinguished Stock Units shall, without payment of any consideration by the Corporation
or any Subsidiary, automatically terminate and be cancelled without any other action by the
Participant, or the Participant’s beneficiary, as the case may be.



(c) Automatic Acceleration of Stock Units. Upon a dissolution of the Corporation or
other event described in Section 6.3.1 of the New-Hire Plan (which generally covers certain mergers
or similar reorganizations) that the Corporation does not survive (or does not survive as a public
company in respect of its Common Stock), then if the Stock Units subject to the Award are not then
otherwise fully vested, they shall automatically become vested upon the occurrence of such event;
provided that such acceleration provision shall not apply, unless otherwise expressly provided by
the Administrator, 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 the terms of this Agreement, in the circumstances.



(d) Possible Acceleration upon Certain Terminations. Notwithstanding any other
provision of this Agreement or of the New-Hire Plan, if a Change in Control Event (as defined in
the New-Hire Plan) occurs and the Stock Units do not accelerate and become fully vested upon such
event as contemplated by Section 8(c) above, the following provisions shall apply:




	 	•	 	If the Participant’s employment is terminated by the Corporation or a Subsidiary for
any reason other than for Cause (as defined herein) or terminated by the Participant
for Good Reason (as defined herein) and the date of such termination (the “Severance
Date”) is upon or within two years following the date of the Change in Control Event,
the Stock Units subject to the Award shall automatically become fully vested as of the
Participant’s Severance Date.






	 	•	 	If the Participant’s employment is terminated by the Corporation or a Subsidiary for
any reason other than for Cause (as defined herein) or terminated by the Participant
for Good Reason (as defined herein) and the Severance Date is within six months prior
to the date of the Change in Control Event, any Stock Units subject to the Award that
were unvested and had been previously extinguished in connection with the termination
of the Participant’s employment pursuant to Section 8(a) above shall be reinstated, and
such unvested Stock Units shall automatically become fully vested as of the date of the
Change in Control Event.






The following definitions shall apply solely for purposes of this Section 8(d):




	 	•	 	Cause. “Cause” means that the Participant has been convicted of a felony (other
than drunk driving), or has engaged in gross misconduct materially and demonstrably
injurious to the Corporation or a Subsidiary. However, no act or failure to act, on
the Participant’s part shall be considered “willful” unless done, or omitted to be
done, by the Participant not in good faith and without reasonable belief that his
action or omission was in the best interest of the Corporation and its Subsidiaries.






	 	•	 	Good Reason. “Good Reason” means that, without the Participant’s express written
consent, the occurrence of any one or more of the following: (a) the assignment of the
Participant to duties materially inconsistent with the Participant’s authorities,
duties, responsibilities, and status (including titles and reporting requirements) as
an employee of the Corporation or one of its Subsidiaries, or a material reduction or
alteration in the nature or status of the Participant’s authorities, duties, or
responsibilities, other than an insubstantial and inadvertent act that is remedied by
the Company promptly after receipt of notice thereof given by the Participant; (b) a
reduction by the Corporation or a Subsidiary in the Participant’s base salary; (c) a
material reduction in the Participant’s level of participation in any of the Company’s
short and/or long-term incentive compensation plans, employee benefit or retirement
plans, or policies, practices, or arrangements in which the Participant participates
(provided, however, that reductions in the levels of participation in any such plan,
policy, practice or arrangement shall not be deemed to be “Good Reason” if the
Participant’s reduced level of participation in each such plan, policy, practice or
arrangement remains substantially consistent with the average level of participation of
other employees who have positions commensurate with the Participant’s position); or
(d) the relocation of the Participant’s offices, as assigned to him by the Company, by
more than fifty (50) miles.





9. Adjustments in Case of Changes in Common Stock. Upon the occurrence of an Event
(as defined below), the Administrator shall make adjustments as it deems appropriate in the number
and kind of securities or other consideration that may become payable with respect to the Award.
If an Event shall occur and the Stock Unit Award has not been fully vested and paid upon such Event
or prior thereto, the Stock Unit Award may become payable in securities or other consideration (the
“Restricted Property”) rather than in the Common Stock otherwise payable in respect of the Stock
Unit Award. Such Restricted Property shall become payable at the times set forth in Section 7
above or such earlier time as the Administrator may authorize pursuant to Section 10 below.
Notwithstanding the foregoing, to the extent that the Restricted Property includes any cash, the
commitment hereunder shall become an unsecured promise to pay an amount equal to such cash (with
earnings attributable thereto as if such amount had been invested, pursuant to policies established
by the Administrator, in interest bearing, FDIC insured (subject to applicable insurance limits)
deposits of a depository institution selected by the Administrator) at such times and in such
proportions as the Stock Unit Award becomes payable in accordance with Section 7 above.
Notwithstanding the foregoing, the Stock Unit Award and any Common Stock or other securities or
property payable in respect of the Stock Unit Award shall continue to be subject to proportionate
and equitable adjustments (if any) under this Section 9 consistent with the effect of such events
on stockholders generally, as the Administrator determines to be necessary or appropriate, and in
the number, kind and/or character of shares of Common Stock or other securities, property and/or
rights payable in respect of Stock Units granted under the New-Hire Plan. All rights of the
Participant hereunder are subject to those adjustments. For purposes of this Agreement, “Event”
means a liquidation, dissolution, Change in Control Event, merger, consolidation, or other
combination or reorganization, stock split, stock dividend, reverse stock split, or a
recapitalization, reclassification, extraordinary dividend or other distribution (including a split
up or a spin off of the Corporation or any significant Subsidiary), or a sale or other distribution
of all or substantially all the assets of the Corporation as an entirety.



10. Possible Early Settlement of Award. The Administrator retains the right to
accelerate the vesting and payment date of the outstanding and previously unvested Stock Units
subject to the Award in connection with an Event, a Change in Control Event, or the termination of
the Participant’s employment with the Corporation or one of its Subsidiaries. This Section 10 is
not intended to prevent vesting of the Award pursuant to Section 8 above or an adjustment to the
Award as provided in the New-Hire Plan or Section 9 above.



11. Tax Withholding. Upon or in connection with the vesting of the Stock Units, the
payment of Dividend Equivalents, and/or the distribution of shares of Common Stock in respect of
the Stock Units, the Corporation and each of its Subsidiaries shall have the right at its or their
option to (a) require the Participant (or the Participant’s beneficiary, as the case may be) to pay
or provide for payment in cash of the amount of any taxes which such entity (or entities) may be
required to withhold with respect to such vesting, payment or distribution or (b) deduct from any
amount otherwise payable to the Participant (with respect to the Stock Units or otherwise) the
amount of any taxes which such entity (or entities) may be required to withhold with respect to
such vesting, payment or distribution. In any case where a tax is required to be withheld in
connection with the delivery of shares of Common Stock under this Agreement, the Administrator may,
but is not required to, reduce the number of shares to be delivered by (or otherwise reacquire) the
appropriate number of shares valued at their then Fair Market Value, to satisfy such withholding
obligation.



12. Notices. Any notice to be given under the terms of this Agreement shall be in
writing and addressed to the Corporation at its principal office to the attention of the Secretary,
and to the Participant at the address reflected or last reflected on the Corporation’s payroll
records. Any notice shall be delivered in person or shall be enclosed in a properly sealed
envelope, addressed as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly maintained by the
United States Government. Any such notice shall be deemed to be “given” only when actually
received, but if the Participant is no longer an Eligible Employee, shall be deemed to have been
duly “given” as of the date mailed in accordance with the foregoing provisions of this Section 12.



13. Plan. The Award and all rights of the Participant with respect thereto are
subject to, and the Participant agrees to be bound by, all of the terms and conditions of the
provisions of the New-Hire Plan, incorporated herein by reference. The Participant acknowledges
receipt of a copy of the New-Hire Plan, which is made a part hereof by this reference, and agrees
to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of this
Agreement, provisions of the New-Hire Plan that confer discretionary authority on the Administrator
do not (and shall not be deemed to) create any rights in the Participant unless such rights are
expressly set forth herein or are otherwise in the sole discretion of the Administrator so
conferred by appropriate action of the Administrator under the New-Hire Plan after the date hereof.
If there is any conflict or inconsistency between the terms and conditions of this Agreement and
of the New-Hire Plan, the terms and conditions of the New-Hire Plan shall govern.



14. No Service Commitment by Company. Nothing contained in this Agreement or the
New-Hire Plan constitutes an employment or service commitment by the Corporation or any of its
Subsidiaries, affects the Participant’s status as an employee at-will who is subject to termination
without cause, confers upon the Participant any right to remain employed by or in service to the
Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any
Subsidiary at any time to terminate such employment or service, or affects the right of the
Corporation or any Subsidiary to increase or decrease the Participant’s other compensation.



15. Limitation on Participant’s Rights. Participation in the New-Hire Plan confers no
rights or interests other than as herein provided. This Agreement creates only a contractual
obligation on the part of the Corporation as to amounts payable and shall not be construed as
creating a trust. The New-Hire Plan, in and of itself, has no assets. The Participant shall have
only the rights of a general unsecured creditor of the Corporation with respect to amounts credited
and benefits payable, if any, with respect to the Stock Units, and rights no greater than the right
to receive the Common Stock (subject to adjustments) as a general unsecured creditor with respect
to Stock Units, as and when payable hereunder.



16. Entire Agreement. This Agreement and the New-Hire Plan together constitute the
entire agreement and supersede all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof. The New-Hire Plan and this Agreement may
be amended pursuant to Section 6.6 of the New-Hire Plan. Such amendment must be in writing and
signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof
in writing to the extent such waiver does not adversely affect the interests of the Participant
hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.



17. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to conflict of law principles
thereunder.



18. Effect of this Agreement. This Agreement shall be assumed by, be binding upon and
inure to the benefit of any successor or successors to the Corporation.



19. Counterparts. This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.



20. Section Headings. The section headings of this Agreement are for convenience of
reference only and shall not be deemed to alter or affect any provision hereof.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Award Date set forth
above. By the Participant’s execution of this Agreement, the Participant agrees to the terms and
conditions hereof and of the New-Hire Plan.



	 	 	 
	CORINTHIAN COLLEGES, INC.

a Delaware corporation

	 	PARTICIPANT



	 
	 	 
	By:

	 	

	 

	 	 
	Print Name:

	 	Signature



	 

	 	 
	Its:

	 	Address



	 

	 	 
	
 
	 	City, State, Zip Code