EX-10.12



 Exhibit 10.12 

Final 
  





 
 Career Education Corporation 

2014 Annual Incentive Award Program 

for Key Executives 

pursuant to the 
 2008
Incentive Compensation Plan 







 



 
  
 ARTICLE 1 

PURPOSE AND PERFORMANCE PERIOD 
 1.1
Purpose. This document is created to set forth the terms and conditions for certain Grantees who have been selected to participate in the Annual Incentive Award portion of the Plan for calendar year 2014. To the extent that there is any
conflict between the terms of this document and the terms of the Plan, the Plan shall control. It is the intent of the Company that amounts that become due pursuant to this program will qualify as “performance-based compensation” for
purposes of Section 162(m) of the Code. 
 1.2 Performance Period. This document is effective for certain eligible Annual Incentive
Awards calculated for Grantees under the Plan relating to calendar year 2014. 
 1.3 Continued Employment. Unless otherwise determined by the
Committee, and subject to Section 1.4 hereof, a Grantee must be employed by the Company or an Affiliate on the last day of the Performance Period in order to be eligible to receive an Annual Incentive Award payment hereunder. 

1.4 No Misconduct. If at any time prior to the date the Annual Incentive Award is paid by the Company a Grantee is determined by the Committee
to have engaged in Misconduct, then no such Annual Incentive Award shall be paid to such Grantee. 
 ARTICLE 2 

DEFINITIONS 
 Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. The following words and phrases shall have the following meanings: 

2.1 “General Program” means the Career Education Corporation 2014 Annual Incentive Award Program. 

2.2 “Misconduct” means any one of the following in which a Grantee may engage during the Performance Period or any time thereafter,
but prior to the date the Annual Incentive Award is paid: (a) any act of intentional misconduct, dishonesty, gross negligence, conscious abandonment, or neglect of duty; (b) any violation of the Company’s Code of Conduct, policies on
maintaining confidentiality of proprietary information, Code of Ethics or non-discrimination or anti-harassment policy; (c) any commission of a criminal activity, fraud, or embezzlement; (d) any failure to reasonably cooperate in any
investigation or proceeding concerning the Company or any of its Affiliates; (e) any unauthorized disclosure or use of confidential information or trade secrets; or (f) any violation of any enforceable restrictive covenant, such as a
non-compete, non-solicit, or non-disclosure agreement between the Grantee and the Company. 
 2.3 “Revenue” means the revenue of the
Company as reported on the Company’s Form 10-K for the year ending on December 31, 2014 (which is prepared in accordance with the generally accepted accounting principles of the U.S). 

2.4 “Performance Period” means the calendar year ending December 31, 2014. 

2.5 “Plan” means the Career Education Corporation 2008 Incentive Compensation Plan. 

2.6 “Program” means this 2014 Annual Incentive Award Program for Key Executives which is established under the Plan. 

  

					
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 ARTICLE 3 

ELIGIBILITY 
 3.1
Eligibility. The Grantees for the Performance Period have been designated as eligible hereunder in accordance with the Plan. The Grantees participating hereunder for the Performance Period are: Jeffrey Ayers, Jennifer Campe, Lysa
Clemens, Jason Friesen, Diane Auer Jones, Colleen O’Sullivan and Scott Steffey. 
 ARTICLE 4 

ANNUAL INCENTIVE AWARD AMOUNTS 
 4.1
Amount. So long as the Company achieves Revenue for the Performance Period of at least $800 million, each Grantee hereunder will be eligible to receive the Annual Incentive Award set forth next to such Grantee’s name in the table
below. 
  

					
	 Name of Grantee
	  	 Position of Grantee
	  	 Annual Incentive

Award Amount

	 Ayers, Jeffrey
	  	Sr. Vice President, General Counsel & Corp Secretary	  	$570,000
	 Campe, Jennifer
	  	Sr. Vice President, & Chief Human Resources Officer	  	$390,000
	 Clemens, Lysa
	  	Sr. Vice President, & Chief Career Schools Officer	  	$585,000
	 Friesen, Jason
	  	Sr. Vice President, & Chief University Officer	  	$585,000
	 Jones Auer, Diane
	  	Sr. Vice President, & Chief External Relations Officer	  	$457,500
	 O’Sullivan, Colleen
	  	Sr. Vice President & Chief Financial Officer	  	$570,000
	 Steffey, Scott
	  	President & Chief Executive Officer	  	$1,875,000

 ARTICLE 5 

COMMITTEE DISCRETION 
 5.1 Committee
Discretion. The Committee retains the discretion to reduce, but not increase, the Annual Incentive Award of any Grantee in its sole and absolute discretion. Any such reduction may be made for any reason, including satisfaction or
non-satisfaction of subjective factors, that the Committee may, in its sole and absolute discretion, consider. 

  

					
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