EX-10.2.1








CORINTHIAN COLLEGES, INC.

2004 NEW-HIRE AWARD PLAN

STOCK OPTION AGREEMENT




THIS STOCK OPTION AGREEMENT (this “Option Agreement”) by and between CORINTHIAN COLLEGES,
INC., a Delaware corporation (the “Corporation”), and    (the
“Participant”) evidences the stock option (the “Option”) granted by the Corporation to the
Participant as to the number of shares of the Corporation’s Common Stock first set forth below.



	 	 	 	 	 
	Number of Shares of Common Stock:1 ________
	 	Award Date:  __________________
	Exercise Price per Share:1 $________
	 	Expiration Date:1,2 _____________







Vesting1,2  [The Option shall become vested as to 25% of the
total number of shares of




Common Stock subject to the Option on the first anniversary of the Award Date. The


remaining 75% of the total number of shares of Common Stock subject to the Option shall vest



in three substantially equal installments on each of the second, third and fourth
anniversaries of




the Award Date.]



The Option is granted under the Corinthian Colleges, Inc. 2004 New-Hire Award Plan (the
“Plan”) and subject to the Terms and Conditions of Stock Option (the “Terms”) attached to this
Option Agreement (incorporated herein by this reference) and to the Plan. The Option has been
granted to the Participant in addition to, and not in lieu of, any other form of compensation
otherwise payable or to be paid to the Participant. The Option is not and shall not be deemed to
be an incentive stock option within the meaning of Section 422 of the Code. Capitalized terms are
defined in the Plan if not defined herein. The parties agree to the terms of the Option set forth
herein. The Participant acknowledges receipt of a copy of the Terms and the Plan.



	 	 	 	 	 
	“PARTICIPANT”

_________________________________
Signature
_________________________________
	 	CORINTHIAN COLLEGES, INC.,

	Print Name
	 	a Delaware corporation

	_________________________________
	 	By:_____________________________

	Address
	 		—	
	_________________________________
	 	Its:____________________________

	City, State, Zip Code
	 		—	







CONSENT OF SPOUSE




In consideration of the Corporation’s execution of this Option Agreement, the undersigned
spouse of the Participant agrees to be bound by all of the terms and provisions hereof and of the
Plan.



	 	 	 
	   

Signature of Spouse

	 	   

Date







1




TERMS AND CONDITIONS OF STOCK OPTION




1. Vesting; Limits on Exercise.



As set forth on the cover page of this Option Agreement, the Option shall vest and become
exercisable in percentage installments of the aggregate number of shares of Common Stock subject to
the Option. The Option may be exercised only to the extent the Option is vested and exercisable.




	 	•	 	Cumulative Exercisability. To the extent that the Option is vested and
exercisable, the Participant has the right to exercise the Option (to the extent not
previously exercised), and such right shall continue until the expiration or earlier
termination of the Option.






	 	•	 	No Fractional Shares. Fractional share interests shall be disregarded, but
may be cumulated.






	 	•	 	Minimum Exercise. No fewer than 1001 shares of Common Stock may
be purchased at any one time, unless the number purchased is the total number at the
time exercisable under the Option.





2. Continuance of Employment/Service Required; No Employment/Service  Commitment.



Except as expressly provided in Section 4 below, the vesting schedule requires continued
employment or service through each applicable vesting date as a condition to the vesting of the
applicable installment of the Option and the rights and benefits under this Option 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 services as provided in
Section 4 below or under the Plan.



Nothing contained in this Option Agreement or the 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.



3. Method of Exercise of Option.



The Option shall be exercisable by the delivery to the Secretary of the Corporation of a
written notice stating the number of shares of Common Stock to be purchased pursuant to the Option
and accompanied by:




	 	•	 	Delivery of an executed Exercise Agreement in substantially the form attached
hereto as Exhibit A or such other form as the Administrator may require from time to
time (the “Exercise Agreement”);






	 	•	 	Payment in full for the Exercise Price of the shares to be purchased, by cash,
check or electronic funds transfer to the Corporation, or by certified or cashier’s
check payable to the order of the Corporation, subject to such specific procedures or
directions as the Administrator may establish;






	 	•	 	satisfaction of the tax withholding provisions of Section 6.5 of the Plan; and






	 	•	 	any written statements or agreements required pursuant to Section 6.4 of the Plan.





The Administrator also may, but is not required to, authorize a non-cash payment alternative
specified below at or prior to the time of exercise. In which case, the Exercise Price and/or
applicable withholding taxes, to the extent so authorized, may be paid in full or in part by
delivery to the Corporation of:




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






	 	•	 	shares of Common Stock already owned by the Participant, valued at their Fair
Market Value on the exercise date, provided, however, that any shares
initially acquired upon exercise of a stock option or otherwise from the Corporation
must have been owned by the Participant for at least six (6) months before the date of
such exercise.





4. Early Termination of Option; Change in Control Event.



4.1 General. The Option, to the extent not previously exercised, and all other rights
hereunder, whether vested and exercisable or not, shall terminate and become null and void prior to
the Expiration Date in the event of:




	 	•	 	the termination of the Participant’s employment or services as provided in Section
6.2 of the Plan, or






	 	•	 	the termination of the Option pursuant to Section 6.3 of the Plan.





4.2 Possible Acceleration upon Certain Terminations. Notwithstanding any other provision of
this Option Agreement or of the Plan, if a Change in Control Event (as defined in the Plan) occurs
and the Option does not accelerate and become fully vested upon such event as contemplated by
Section 6.3.2 of the Plan, the Option shall automatically accelerate and become fully vested upon a
termination of the Participant’s employment or services if such termination of employment or
services is by the Corporation or a Subsidiary for any reason other than for Cause (as defined
herein) or by the Participant for Good Reason (as defined herein) within two years following the
date of the Change in Control Event. For purposes of this Section 4.2, the Administrator shall
have discretion to determine the dates upon which a termination of employment and a Change in
Control Event, respectively, occurred. For purposes of this Section 4.2, the following definitions
shall apply:




	 	•	 	Cause. “Cause” means (1) any act of theft, embezzlement, fraud, dishonesty, gross
negligence, repeated failure to perform assigned duties, a breach of fiduciary duty to
the Corporation or a breach of or deliberate disregard of applicable law or Company
policy; (2) the unauthorized disclosure of any confidential information of the
Corporation; (3) unfair competition with the Corporation; (4) inducement of any
customer of the Corporation to break any contract with the Corporation; or (5)
inducement of any principal for whom the Corporation acts as agent to terminate such
agency relationship.






	 	•	 	Good Reason. “Good Reason” means (a) the failure by the Corporation or any of its
Subsidiaries to pay or provide when due the Participant’s base salary, which failure
is not cured within 10 days after the receipt by the Administrator from such
Participant of a written notice referring to this provision and describing such
failure; (b) the failure to continue such Participant in his or her position; or (c) a
material diminution of such Participant’s responsibilities, duties or status, which
diminution is not rescinded within 30 days after the date of receipt by the
Administrator from such Participant of a written notice referring to this provision
and describing such diminution.





5. Non-Transferability.



The Option and any other rights of the Participant under this Option Agreement or the Plan are
nontransferable and exercisable only by the Participant, except as set forth in Section 1.8 of the
Plan.



6. Notices.



Any notice to be given under the terms of this Option Agreement or the Exercise 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 given beneath the Participant’s signature
hereto, or at such other address as either party may hereafter designate in writing to the other.
Any such 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 given only when 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 6.



7. Plan.



The Option and all rights of the Participant under this Option Agreement are subject to, and
the Participant agrees to be bound by, all of the terms and conditions of the Plan, incorporated
herein by this reference. In the event of a conflict or inconsistency between the terms and
conditions of this Option Agreement and of the Plan, the terms and conditions of the Plan shall
govern. The Participant acknowledges receipt of a copy of the Plan and agrees to be bound by the
terms thereof and of this Option Agreement. The Participant acknowledges reading and understanding
the Plan and this Option Agreement. Unless otherwise expressly provided in other sections of this
Option Agreement, provisions of the Plan that confer discretionary authority on the Board or 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 Board or the
Administrator so conferred by appropriate action of the Board or the Administrator under the Plan
after the date hereof.



8. Entire Agreement.



This Option Agreement (including these Terms and together with the form of Exercise Agreement
attached hereto) and the 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 Plan, this Option Agreement and the Exercise Agreement may be amended pursuant
to Section 6.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The
Corporation may, however, unilaterally waive any provision hereof or of the Exercise Agreement 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.



9. Governing Law; Limited Rights.



9.1. Delaware Law. This Option 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.



9.2. Limited Rights. The Participant has no rights as a stockholder of the Corporation with
respect to the Option as set forth in Section 6.7 of the Plan.



10. Effect of this Agreement.



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



11. Counterparts.



This Option 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.



12. Section Headings.



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



(Remainder of Page Intentionally Left Blank)



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EXHIBIT A




CORINTHIAN COLLEGES, INC.

2004 NEW-HIRE AWARD PLAN

OPTION EXERCISE AGREEMENT




The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right,
evidenced by that certain Stock Option Agreement dated as of    (the “Option
Agreement”) under the Corinthian Colleges, Inc. 2004 New-Hire Award Plan (the “Plan”), as follows:




	 	•	 	the Purchaser hereby irrevocably elects to purchase    
 shares of Common Stock (the “Shares”) of Corinthian Colleges, Inc. (the
“Corporation”), and	 






	 	•	 	such purchase shall be at the price of $  per share, for an
aggregate amount of $   (subject to applicable withholding
taxes pursuant to Section 6.5 of the Plan).	 






Capitalized terms are defined in the Plan if not defined herein.



Delivery of Share Certificate. The Purchaser requests that a certificate representing the
Shares be registered to Purchaser and delivered to:    



   .



Plan and Option Agreement. The Purchaser acknowledges that all of his/her rights are subject
to, and the Purchaser agrees to be bound by, all of the terms and conditions of the Plan and the
Option Agreement, both of which are incorporated herein by this reference. If a conflict or
inconsistency between the terms and conditions of this Exercise Agreement and of the Plan or the
Option Agreement shall arise, the terms and conditions of the Plan and/or the Option Agreement
shall govern. The Purchaser acknowledges receipt of a copy of all documents referenced herein and
the current Plan Prospectus and acknowledges reading and understanding these documents and having
an opportunity to ask any questions that he/she may have had about them.



	 	 	 
	
 
	 	ACCEPTED BY:
	“PURCHASER”

   

Signature

   

Print Name

   

Address

   

City, State, Zip Code

	 	CORINTHIAN COLLEGES, INC.

a Delaware corporation

By:   

Print Name:   

Title:   

(To be completed by the

corporation after the price (including

applicable withholding taxes), value

(if applicable) and receipt of funds

is verified.)
	 
	 	 
	1 Subject to a

of the Plan.

2 Subject to e

Section 6.2 or 6.3 of the Plan.

	 	djustment under Section 6.3



arly termination under











3