EX-10.1








EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 19, 2004, by and
between Corinthian Colleges, Inc., a Delaware corporation (the “Company”), and Jack D. Massimino
(“Employee”).



WITNESSETH:




WHEREAS, the Company and Employee desire to enter into this Agreement to assure the Company of the
continuing and exclusive service of Employee and to set forth the terms and conditions of
Employee’s employment with the Company.



AGREEMENT:




NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties
agree as follows:




	 	1.	 	TERM. The Company agrees to employ Employee and Employee hereby accepts such employment, in
accordance with the terms of this Agreement, commencing on the date of this Agreement (the
“Effective Date”) and continuing for a period of two (2) years hereafter (the “Term”), subject
to earlier termination under Section 5 or extension of such term as described in the next
sentence. Unless either party has given advanced written notice to the other party that the
Term shall not be extended (or further extended, as the case may be), then (1) upon the first
anniversary of the Effective Date the Term shall automatically be extended by an additional
year (such that the Term shall be scheduled to terminate on the third anniversary of the
Effective Date), and (2) upon the second and each successive anniversary of the Effective Date
the Term shall automatically be extended by an additional year; provided, however,
that in no event shall the Term exceed a period of five (5) years. Provision of notice that
this Agreement shall not be extended or further extended, as the case may be, shall not
constitute breach of this Agreement or entitle the Employee to any benefits described in
Section 5.






	 	2.	 	SERVICES AND EXCLUSIVITY OF SERVICES. During the Term of this Agreement, Employee shall
devote Employee’s full business time, energy and ability exclusively to the business, affairs
and interests of the Company and matters related thereto, shall use Employee’s best efforts
and abilities to promote the Company’s interests and shall perform the services contemplated
by this Agreement in accordance with policies established by and under the direction of the
Board of Directors of the Company (the “Board”).






Employee shall not, directly or indirectly, during the term of this Agreement render services to
any other person or firm for compensation or engage in any activity competitive with or adverse
to the Company’s business. Employee may serve as a director or in any other capacity of any
business enterprise or any nonprofit or governmental entity or trade association, provided in
each case that such service is approved by the Board. Notwithstanding the foregoing, Employee
may make and manage personal business investments of Employee’s choice and serve in any capacity
with any civic, educational or charitable organization (other than as a director of such
organization, approval for which may be sought under the immediately preceding sentence of this
Section 2) without seeking the approval of the Board, provided that such activities and services
do not interfere or conflict with the performance of the duties hereunder or create any conflict
of interest with such duties.




	 	3.	 	DUTIES AND RESPONSIBILITIES. Employee shall serve as President and Chief Executive Officer of
the Company for the Term of this Agreement. In the performance of Employee’s duties, Employee
shall report directly to the Board of the Company and shall be subject to the direction of the
Board and to such limits on Employee’s authority as the Board may from time to time impose.
During the term of this Agreement, Employee shall be based at the Company’s principal
executive offices in Orange County, California. Employee agrees to observe and comply with the
rules and regulations of the Company and agrees to carry out and perform orders, directions
and policies of the Company and its Board as they may be, from time to time, stated either
orally or in writing. The Company agrees that the duties which may be assigned to Employee
shall be usual and customary duties of the office(s) or position(s) to which Employee may from
time to time be appointed or elected and shall not be inconsistent with the provisions of the
charter documents of the Company or applicable law. Employee shall have such corporate power
and authority as shall reasonably be required to enable Employee to perform the duties
required in any office that may be held.





4. COMPENSATION.




(a) Base Compensation. During the term of this Agreement, the Company agrees to pay Employee a
base salary at the annual rate of not less than $600,000, payable in accordance with the
Company’s practices in effect from time to time (the “Base Salary”).




(b) Additional Benefits. Employee shall also be entitled to all rights and benefits for which
Employee is otherwise eligible under any bonus plan, incentive agreement (including stock
options and/or other awards granted pursuant to the Company’s 2003 Performance Award Plan),
participation or extra compensation plan, pension plan, profit-sharing plan, life, medical,
dental, disability, or insurance plan (including, except as otherwise prohibited therein, the
Company’s Employee Stock Purchase Plan) or policy or other plan or benefit that the Company may
provide for Employee or (provided Employee is eligible to participate therein) for Peer
Employees (defined as all employees who have the title of Executive Vice President of the
Company or above, other than the founders of the Company) or for employees of the Company
generally, as from time to time in effect, during the term of this Agreement (collectively, all
of the above shall be referred to as the “Additional Benefits”).




(c) Periodic Review. The Compensation Committee of the Board shall review Employee’s Base
Salary and Additional Benefits then being paid to Employee not less frequently than every twelve
months. Following such review, the Company may in its discretion increase (but shall not be
required to increase) the Base Salary or any other benefits, but may not decrease the Base
Salary during the time Employee serves as President and Chief Executive Officer; provided,
however, that if the Company undertakes any generalized salary reductions of employees of the
Company, the Company may reduce Employee’s Base Salary by a percentage equal to the percentage
base salary reductions effected for all other Peer Employees of the Company.




(d) Perquisites. Employee shall be entitled to not less than three weeks paid vacation each
twelve-month period (or such larger amount of paid vacation as is generally granted to employees
of the Company based on time of service with the Company), which shall accrue on a pro rata
basis from the Effective Date of this Agreement. Vacation time will continue to accrue so long
as Employee’s total accrued vacation does not exceed two times (2x) the then-current rate of
annual vacation accrual of the Employee (the “Vacation Accrual Cap”). Should Employee’s accrued
vacation time reach the Vacation Accrual Cap, Employee will cease to accrue additional vacation
until Employee’s accrued vacation time falls below the Vacation Accrual Cap. Except with
respect to the rate of vacation accrual set forth above, all vacation time shall be subject to
the plans, policies, programs and practices as in effect generally with respect to other Peer
Employees of the Company.




	 	5.	 	TERMINATION. This Agreement and all obligations hereunder (except the obligations contained
in Sections 8, 9, 10 and 11 (Confidential Information, Non-Competition, Non Solicitation of
Employees and Indemnity) which shall survive any termination hereunder) shall terminate upon
the earliest to occur of any of the following:






(a) Voluntary Termination. Subject to Section 5(e) below, the voluntary termination by Employee
or retirement from the Company in accordance with the normal retirement policies of the Company.




(b) Death or Disability of Employee. Employee’s employment shall be terminated upon the death or
Disability (as defined below) of Employee. In such instance, except as set forth below, all
obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease,
other than for payment of the sum of (A) Employee’s Base Salary through the date of termination
to the extent not theretofore paid, (B) any bonus or other cash compensation agreement for the
pro rata amount earned through the date of termination, (C) compensation previously deferred by
Employee (together with any accrued interest or earnings thereon), and (D) any accrued vacation
pay, in each case to the extent not theretofore paid (the sum of the amounts described in
clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “Accrued Obligations”),
which shall be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump
sum in cash within 30 days after the date of termination or any earlier time required by
applicable law. For the purposes of this Agreement, Disability shall mean the absence of
Employee performing Employee’s duties with the Company on a full-time basis for a period of six
months, as a result of incapacity due to mental or physical illness which is determined to be
total and permanent by a physician selected by the Company or its insurers and acceptable to
Employee or Employee’s legal representative (such agreement as to acceptability not to be
withheld unreasonably). The termination of this Agreement due to the death or Disability of
Employee shall have no effect on the rights and obligations of Employee (or his personal
representative or beneficiary, as the case may be) with respect to stock options or other rights
granted under the Company’s 2003 Performance Award Plan, as amended, or the Company’s Employee
Stock Purchase Plan, all of which rights and obligations shall be governed solely and
exclusively by the applicable terms and conditions of such plans and the agreements issued
thereunder.




(c) Cause. The Company may terminate Employee’s employment and all of Employee’s rights to
receive Base Salary and any Additional Benefits hereunder for Cause. For purposes of this
Agreement, the term “Cause” shall be defined as any of the following; provided, however, that
the Company must determine the presence of such Cause in good faith:




(i) Willful misconduct by Employee which materially and demonstrably injures the Company,
including (1) Employee’s material breach of any material duties and responsibilities under
this Agreement (other than as a result of incapacity due to Employee’s Disability), (2)
Employee’s commission of a material act of fraud upon the Company or (3) Employee’s
immoderate use of alcoholic beverages or narcotics or other substance abuse;




(ii) Employee willfully engaging in conduct specifically prohibited by the Company’s written
policies, including, without limitation, unlawful harassment of any other Company employee.




(iii) Employee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court
of competent and final jurisdiction for a felony or any crime which materially adversely
affects the Company and/or its reputation in the community and which involves moral
turpitude or is punishable by imprisonment in the jurisdiction involved.




For purposes of this Section 5, no act or failure to act on the part of Employee shall be
considered “willful” unless done, or omitted to be done, by Employee in bad faith and
without reasonable belief by Employee that such action or omission was in the best interest
of the Company. Notwithstanding the foregoing, Employee shall not be terminated for Cause
pursuant to clauses (i), (ii) and (iii) of this Section 5(c) unless and until Employee has
received notice of a proposed termination for Cause and Employee has had an opportunity to
be heard before at least a majority of members of the Board.




(d) Without Cause. Notwithstanding any other provision of this Section 5, the Company shall
have the right to terminate Employee’s employment with the Company without Cause at any time,
but in the event of such termination without Cause, Employee shall be entitled to receive a lump
sum payment equal to the following: (A) one times (1x) the value of Employee’s Base Salary
provided under this Agreement for the most recent twelve (12) month period prior to the date of
such termination, plus (B) one times (1x) the average annual bonus paid or payable under any
bonus plan or agreement between the Company and the Employee for the most recent two (2) full
fiscal years (determined by annualizing the bonus paid or payable with respect to any partial
fiscal year) (the “Lump Sum Payment”). Such Lump Sum Payment to Employee shall be paid to
Employee within 30 days of the date of such termination.




(e) Good Reason. Employee’s employment may be terminated at any time by Employee for Good
Reason. Regardless of whether a resignation occurs prior to, coincident with or after a “Change
in Control,” Good Reason” shall mean any one or more of the following:




(i) The material failure by the Company to fulfil its obligations under this Agreement, to
the extent not remedied in a reasonable period of time after the receipt of written notice
by the Employee specifying the material failure by the Company. Any reduction or attempted
reduction by the Company (to the extent such reduction is not made equally to all employees
of a substantially equal level or position) in Employee’s Base Salary as in effect on the
date hereof or as the same may be increased from time-to-time or the taking of any action by
the Company that would substantially diminish the aggregate value of Employee’s
compensation, including any bonus, incentive or other compensation awards, retirement
benefits and other fringe benefits from the levels in effect prior to the date hereof is
deemed material.




(ii) the reassignment of Employee to a position that is not an executive officer level
position or the assignment of duties to Employee that are not consistent with such position.




(iii) The Company’s requiring Employee to be based at any office or location which increases
the distance from Employee’s home to the office or location by more than 30 miles from the
distance in effect at the Effective Date of this Agreement, unless the Company’s corporate
headquarters moves to another location and all Peer Employees (including the Employee) are
required to report to such new location.




If Employee terminates his or her employment with the Company for Good Reason, then Employee
shall be entitled to receive a Lump Sum Payment equal to that paid to Employee under Section
5(d) hereof.




	 	6.	 	BUSINESS EXPENSES. During the Term of this Agreement, to the extent that such expenditures
satisfy the criteria under the Internal Revenue Code for deductibility by the Company (whether
or not fully deductible by the Company) for federal income tax purposes as ordinary and
necessary business expenses, the Company shall reimburse Employee promptly for reasonable
business expenditures, including travel, entertainment, parking, business meetings, and
professional dues, made and substantiated in accordance with the reasonable policies,
practices and procedures established from time to time by the Company generally with respect
to other Peer Employees and incurred in the pursuit and furtherance of the Company’s business
and good will.






	 	7.	 	CHANGE IN CONTROL. If, (A) “In Anticipation Of,” as defined below, or within twelve (12)
months after a “Change in Control” of the Company (or any successor), as defined below, the
Company involuntarily terminates Employee’s employment without Cause, or (B) within twelve
(12) month after receiving notice (which notice may be oral) of a Change in Control, the
Employee voluntarily elects to retire from full-time service to the Company, then Employee
shall receive a lump sum payment equal to two times (2x) the amount that would be required to
be paid to Employee as a Lump Sum Payment under Section 5(d) upon Employee’s termination other
than for Cause (hereinafter the “Change in Control Payment”). If Employee voluntarily resigns
following a Change in Control, the Employee may continue to render, on a non-exclusive basis,
such consulting and advisory services to the Company as Employee may in his sole discretion
accept; provided, however, that any such consulting and advisory services and the
conditions under which they shall be performed shall be fully in keeping with the position or
positions Employee held under this Agreement.






In the event that any economic benefit, payment or distribution by the Company to or for the
benefit of Employee, whether paid, payable, distributed or distributable, pursuant to this
Section 7 or otherwise In Anticipation Of or following a Change in Control, including, if
applicable, the vesting of Employee’s stock options (hereinafter, the “Total Payments”), would
result in all or a portion of such Total Payments being subject to excise tax under Section 4999
of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with
respect to such excise tax (such excise tax and any applicable interest and penalties,
collectively referred to in this Agreement as the “Excise Tax”), then the Employee’s Total
Payments (including the Change in Control Payment) shall be either (A) the full payment or (B)
such lesser amount that would result in no portion of the Total Payment being subject to Excise
Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state, and
local employment taxes, income taxes, and the Excise Tax, results in the receipt by Employee, on
an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some
portion of the Total Payments may be taxable under Section 4999 of the Code. All determinations
required to be made under this Section 7(a) shall be made by the Company’s regular outside
independent public accounting firm immediately prior to the event triggering the payments that
are subject to the Excise Tax, which firm must be reasonably acceptable to Employee (the
“Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting
calculations of its determinations to the Company and Employee. Notice must be given to the
Accounting Firm within twenty (20) business days after an event entitling Employee to a Change
in Control Payment under this Agreement. All fees and expenses of the Accounting Firm shall be
borne solely by the Company. The Accounting Firm’s determinations must be made with substantial
authority (within the meaning of Section 6662 of the Code). For the purposes of all
calculations under Sections 4999 and 280G of the Code and the application of this Section 7,
Company and Employee hereby elect and agree to make all determination as to present value using
120 percent of the applicable Federal rate (determined under Section 1274(d) of the Code)
compounded monthly, as in effect on the date such calculation is made. The Company agrees to
reimburse Employee (on an after-tax basis) for his reasonable legal and other professional
expenses of pursuing any reasonable contest, claim or cause of action (including any claim of
tax refund) on his own behalf that may arise (notwithstanding the application of the foregoing
provisions of this Section 7) as a result of (i) the Internal Revenue Service seeking to impose
an Excise Tax on Employee or (ii) the Company (or any successor) withholding or seeking to
withhold any portion of the Change in Control Payment or any Excise Tax from any payment or
benefit to Employee without Employee’s consent. Unless Employee shall have given prior written
notice to the Company to effectuate a reduction in the Total Payments in a manner other than as
set forth below, if such a reduction is required, the Company shall reduce or eliminate the
Total Payments by first reducing or eliminating the Change in Control Payment, then by reducing
or eliminating any accelerated vesting of stock options, then by reducing or eliminating any
other remaining Total Payments.




Definition of “Change in Control”: For purposes of this Section 7, a “Change in Control” means,
and shall be deemed to have taken place, if (1) any person or entity or group of affiliated
persons or entities, including a group which is deemed a “person” by Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 40% or more of the combined voting power
of the Company’s then outstanding securities; (2) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination for election by
the Company’s stockholders, of each new Board member was approved by a vote of at least
three-fourths (3/4) of the Board members then still in office who were Board members at the
beginning of such period; (3) any reorganization, consolidation, merger or similar transaction
involving the Company in which the Company is not the continuing or surviving corporation or
pursuant to which the Company’s securities would be converted into cash, securities or other
property (other than a merger of the Company in which the holders of the Company’s voting
securities immediately prior to the merger have more than 50% of the combined voting power of
the securities of the corporation or other entity resulting from or surviving such merger,
calculated on a fully-diluted basis in accordance with generally accepted accounting principles
after giving effect to such merger, immediately after such merger); or (4) any sale, lease,
exchange or other transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company.




Definition of “In Anticipation Of”: For purposes of this Section 7, the involuntary termination
by the Company of the Employee’s employment (including by way of the Company giving written
notice to the Employee pursuant to Section 1 that the Company intends to permit the Agreement to
expire without automatic extension after the next succeeding Expiration Date) shall be deemed to
have been “In Anticipation Of” a Change in Control if such termination (A) was at the request of
an unrelated third party who has taken steps reasonably calculated to effect a Change in
Control, or (B) otherwise arose in connection with a Change in Control.




	 	8.	 	CONFIDENTIAL INFORMATION. Employee acknowledges that the nature of Employee’s engagement by
the Company is such that Employee shall have access to information of a confidential and/or
trade secret nature which has great value to the Company and which constitutes a substantial
basis and foundation upon which the business of the Company is based. Such information
includes financial, manufacturing and marketing data, techniques, processes, formulas,
developmental or experimental work, work in process, methods, trade secrets (including,
without limitation, customer lists and lists of customer sources), or any other secret or
confidential information relating to the products, services, customers, sales or business
affairs of the Company (the “Confidential Information”). Employee shall keep all such
Confidential Information in confidence during the term of this Agreement and at any time
thereafter and shall not disclose any of such Confidential Information to any other person,
except to the extent such disclosure is (i) necessary to the performance of this Agreement and
in furtherance of the Company’s best interests, (ii) required by applicable law, (iii)
lawfully obtainable from other sources, or (iv) authorized by the Company. Upon termination
of Employee’s employment with the Company, Employee shall deliver to the Company, or certify
to the Company of the destruction of, all documents, records, notebooks, work papers, and all
similar material containing any of the foregoing information, whether prepared by Employee,
the Company or anyone else.






	 	9.	 	NON-COMPETITION. In order to protect the Confidential Information, Employee agrees that
during the term of Employee’s employment, and for a period of one (1) year thereafter,
Employee shall not, directly or indirectly, whether as an owner, partner, shareholder, agent,
employee, creditor, or otherwise, promote, participate or engage in any activity or other
business competitive with the Company’s business in any jurisdiction in which the Company
operates at the time of such termination if such activity or other business involves any use
by the Employee of any of the Confidential Information.






	 	10.	 	NONINTERFERENCE WITH EMPLOYEES. In order to protect the Confidential Information, Employee
agrees that during the term hereof and for a period of one (1) year thereafter, Employee will
not, directly or indirectly, solicit any employee of the Company to leave such employment.






	 	11.	 	INDEMNITY. In addition to any other separate agreement with the Company concerning
indemnification, to the fullest extent permitted by applicable law and the bylaws of the
Company, as from time to time in effect, the Company shall indemnify Employee and hold
Employee harmless for any acts or decisions made in good faith while performing services for
the Company, and the Company shall use its best efforts to obtain coverage for Employee
(provided the same may be obtained at reasonable cost) under any liability insurance policy or
policies now in force or hereafter obtained during the term of this Agreement that cover other
officers of the Company having comparable or lesser status and responsibility. To the same
extent, the Company will pay and, subject to any legal limitations, advance all expenses,
including reasonable attorneys’ fees and costs of court approved settlements, actually and
necessarily incurred by Employee in connection with the defense of any action, suit or
proceeding and in connection with any appeal thereon, which has been brought against Employee
by reason of Employee’s service as an officer or agent of the Company.






	 	12.	 	REMEDIES. The parties hereto agree that the services to be rendered by Employee pursuant to
this Agreement, and the rights and privileges granted to the Company pursuant to this
Agreement, are of a special, unique, extraordinary and intellectual character, which gives
them a peculiar value, the loss of which cannot be reasonably or adequately compensated in
damages in any action at law, and that a breach by Employee of any of the terms of this
Agreement will cause the Company great and irreparable injury and damage. Employee hereby
expressly agrees that the Company shall be entitled to the remedies of injunction, specific
performance and other equitable relief to prevent a breach of this Agreement by Employee. This
Section 12 shall not be construed as a waiver of any other rights or remedies which the
Company may have for damages or otherwise.






	 	13.	 	SEVERABILITY. If any provision of this Agreement is held to be unenforceable for any reason,
it shall be adjusted rather than voided, if possible, to achieve the intent of the parties to
the extent possible. In any event, all other provisions of this Agreement shall be deemed
valid and enforceable to the extent possible.






	 	14.	 	SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns and any such successor or assignee shall be deemed
substituted for the Company under the terms of this Agreement for all purposes. As used
herein, “successor” and “assignee” shall include any person, firm, corporation or other
business entity which at any time, whether by purchase, merger or otherwise, directly or
indirectly acquires the stock of the Company or to which the Company assigns this Agreement by
operation of law or otherwise. The obligations and duties of Employee hereunder are personal
and otherwise not assignable. Employee’s obligations and representations under this Agreement
will survive the termination of Employee’s employment, regardless of the manner of such
termination.






	 	15.	 	NOTICES. Any notice or other communication provided for in this Agreement shall be in
writing and sent if to the Company to its principal executive office at:






Corinthian Colleges, Inc.


6 Hutton Centre Drive, Suite 400


Santa Ana, California 92627


Phone: (714) 427-3000; Facsimile: (714) 427-3013


Attention: General Counsel




or at such other address as the Company may from time to time in writing designate, and if to
Employee at such address as Employee may from time to time in writing designate (or, if not so
designated, at the last address for such Employee on the employment records of the Company).
Each such notice or other communication shall be effective (i) if given by telecommunication,
when transmitted to the applicable number so specified in (or pursuant to) this Section 15 and a
verification of receipt is received, (ii) if given by mail, three days after such communication
is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if
given by any other means, when actually delivered at such address.




	 	16.	 	ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties relating to
the subject matter hereof and supersedes any prior agreements, undertakings, commitments and
practices relating to Employee’s employment by the Company.






	 	17.	 	AMENDMENTS. No amendment or modification of the terms of this Agreement shall be valid
unless made in writing and duly executed by both parties.






	 	18.	 	WAIVER. No failure on the part of any party to exercise or delay in exercising any right
hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or
partial exercise preclude any further or other exercise of such right or any other right.






	 	19.	 	GOVERNING LAW. This Agreement, and the legal relations between the parties, shall be
governed by and construed in accordance with the laws of the State of California without
regard to conflicts of law doctrines and any court action arising out of this Agreement shall
be brought in any court of competent jurisdiction within the State of California, County of
Orange.






	 	20.	 	WAIVER OF JURY TRIAL. THE COMPANY AND EMPLOYEE HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE EMPLOYMENT RELATIONSHIP BETWEEN THEM OR ANY DEALINGS BETWEEN THEM RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT OR SUCH RELATIONSHIP. The scope of this waiver is
intended to be all-encompassing of any and all disputes that may be filed in any court or that
relate to the subject matter of this Agreement, including without limitation, contract claims,
tort claims, breach of duty claims, wrongful termination claims, claims for discharge in
violation of public policy, claims of discrimination and all other common law and statutory
claims, to the maximum extent permitted by law. The Company and Employee each acknowledge
that this waiver is a material inducement to enter into this Agreement, that each has already
relied on the waiver in entering into this Agreement, and that each will continue to rely on
the waiver in their related future dealings. THE COMPANY AND EMPLOYEE FURTHER WARRANT AND
REPRESENT THAT EACH HAS HAD AN OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING SUCH OPPORTUNITY TO
CONSULT WITH LEGAL COUNSEL. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT MODIFICATIONS TO OR
EXTENSIONS OF THIS AGREEMENT. In the event of arbitration or litigation, this Agreement may be
filed as a written consent to arbitration or to a trial by the court.






	 	21.	 	ARBITRATION. As a material inducement to enter into this Agreement, Employee and the Company
each hereby agree that any “Claims” or “Controversies” (as defined below) arising out of or in
respect to this Agreement (or its validity, interpretation or enforcement), or Employee’s
employment or termination, that Employee may have against the Company or it officers,
directors, employees, or agents, in their capacity as such, or that the Company may have
against Employee, shall be resolved solely through binding arbitration. EMPLOYEE AND THE
COMPANY EACH HEREBY ACKNOWLEDGE THAT THIS AGREEMENT TO ARBITRATE MEANS THAT EMPLOYEE AND THE
COMPANY ARE RELINQUISHING HIS/HER/ITS RIGHTS TO EITHER A JURY TRIAL OR COURT TRIAL FOR THE
RESOLUTION OF ANY CLAIMS THAT EMPLOYEE AND THE COMPANY MAY HAVE AGAINST THE OTHER.






The Terms “Claims” or “Controversies” arising out of this Agreement or Employee’s employment or
termination means and includes all claims for breach of this Agreement, harassment and/or
discrimination (including sexual harassment and harassment or discrimination based on race,
color, religion, age, sex, sexual orientation, ancestry, national origin, marital status,
military service, pregnancy, physical or mental disability, medical condition or any other
protected class or condition), breach of any contract or covenant (express or implied), tort
claims, wrongful termination, whistle-blowing and all other claims relating to this Agreement or
Employee’s employment or termination, except that claims covered by the Workers’ Compensation
Act and claims for unemployment benefits are not covered by this agreement to arbitrate. All
Claims or Controversies shall be submitted to a single neutral arbitrator. The arbitration shall
take place in Orange County, California, unless otherwise mutually agreed. The arbitrator shall
be mutually agreed-upon by Employee and the Company. If Employee and the Company cannot agree
upon an arbitrator, the selection process shall be governed by the employment arbitration rules
and procedures of the American Arbitration Association (“AAA”). Regardless of the arbitrator
chosen, the arbitration proceedings shall be governed by the then current AAA procedural rules,
except that if a contrary rule exists: (1) all monetary or provisional remedies available under
applicable state or federal statutory law or common law will remain available to both parties,
(2) except as mutually agreed upon by the parties, there will be no limitation on discovery
beyond that which exists in cases litigated in Orange County Superior Court and (3) the
California Rules of Evidence shall apply to the arbitration hearing.




In connection with any arbitration proceeding commenced hereby, the prevailing party shall be
entitled to reimbursement of its reasonable attorney’s fees and costs, including arbitrator
fees. This agreement to arbitrate and arbitration procedure is intended to be the exclusive
method of resolving all Claims or Controversies as described above between




Employee and the Company and judgment upon the award rendered by the arbitrator hereunder may be
entered in any court having jurisdiction thereof.




	 	22.	 	WITHHOLDING. All compensation payable hereunder, including salary and other benefits, shall
be subject to applicable taxes, withholding and other required, normal or elected employee
deductions.






	 	23.	 	COUNTERPARTS. This Agreement and any amendment hereto may be executed in one or more
counterparts. All of such counterparts shall constitute one and the same agreement and shall
become effective when a copy signed by each party has been delivered to the other party.




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	 	24.	 	HEADINGS. Section and other headings contained in this Agreement are for convenience of
reference only and shall not affect in any way the meaning or interpretation of this
Agreement.





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written




CORINTHIAN COLLEGES, INC.




By: /s/ Dennis L. Devereux




	 	 	 	Name: Dennis L. Devereux

Its: Executive Vice President, Administrative Services






EMPLOYEE




/s/ Jack D. Massimino



JACK D. MASSIMINO




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