First Amendment to Employment Agreement



 Exhibit 10.22 
 FIRST AMENDMENT TO 
 EMPLOYMENT AGREEMENT 
 THIS AMENDMENT (the “Amendment”), effective as of December 29, 2008 (the “Effective Date”), amends that certain
Employment Agreement dated as of March 5, 2007 (the “Agreement”), by and among Career Education Corporation, a Delaware corporation (the “Company”), CEC Employee Group, LLC (“Employee Group”)
and Gary E. McCullough (the “Executive”). 
 RECITALS 
 WHEREAS, the Company, Employee Group and the Executive desire to amend the Agreement in order to ensure that the Agreement complies with
Section 409A of the Internal Revenue Code of 1986, as amended; and 
 WHEREAS, Section 6.10 of the Agreement permits the
amendment of the Agreement with the written consent of the parties to the Agreement. 
 NOW, THEREFORE, in consideration of the
foregoing premises, the terms and conditions hereinafter set forth, the mutual benefits to be gained by the performance thereof, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and
accepted, the parties hereto agree as follows: 
 AMENDMENT TO AGREEMENT 
  

	1.	Section 2.2.1 is amended by replacing the last sentence thereof with the following: 

 Subject to and in accordance with Section 6.15, any Cash Bonus payable hereunder shall be payable, if at all, no later than March 15 of the calendar year following the calendar year which contains the last
day of the fiscal year with respect to which the Cash Bonus is earned, and, subject to the preceding payment timing limitation, shall be made as soon as practicable after the date of the delivery of the audited financial statements for the
applicable fiscal year. 
  

	2.	Section 2.3(a) is amended by adding the following to the end thereof: 

 In addition, with respect any reimbursements required to be provided to Executive pursuant to the preceding item (3): (i) the provision of such reimbursements during one calendar year shall not affect the
reimbursements made available in a different calendar year, (ii) such reimbursements shall not be subject to liquidation or exchange for other benefits, and (c) any reimbursement shall be paid as soon as administratively feasible (or in
accordance with the timing prescribed under the applicable Company policy) after the applicable expense is incurred but no later than the last day of the calendar year following the calendar year in which the applicable expense was incurred.









	3.	Section 2.4(d)(5) is amended by adding the following to the end thereof: 

 Any cash payment related to the Company’s retirement plan contribution required to be made pursuant to this Section 2.4(d)(5) shall be paid in a lump sum as soon as administratively feasible after the Date
of Termination but no later than March 15 of the calendar year following the Executive’s Date of Termination. In addition, with respect any benefit required to be provided to Executive pursuant to this Section 2.4(d)(5): (i) the
provision of such benefit during one calendar year shall not affect the benefit made available in a different calendar year, (ii) such benefit shall not be subject to liquidation or exchange for other benefits, and (c) any reimbursement
related to any such benefit shall be paid as soon as administratively feasible after the applicable expense is incurred but no later than the last day of the calendar year following the calendar year in which the applicable expense was incurred.

  

	4.	Section 3.1 is amended by inserting the following parenthetical before the period at the end thereof: 

 (so long as such termination is also a “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)) with the Company)

  

	5.	Section 3.11 of the Agreement is amended by adding the following: 

 With respect to any reimbursements required to be provided to Executive pursuant to this Section: (i) the provision of such reimbursements during one calendar year shall not affect the reimbursements made
available in a different calendar year, (ii) such reimbursements shall not be subject to liquidation or exchange for other benefits, and (c) any reimbursement shall be paid as soon as administratively feasible after the applicable expense
is incurred but no later than the last day of the calendar year following the calendar year in which the applicable expense was incurred. 
  

	6.	Section 6.13 of the Agreement is amended by adding the following: 

 With respect to any reimbursements required to be provided to Executive pursuant to this Section: (i) the provision of such reimbursements during one calendar year shall not affect the reimbursements made
available in a different calendar year, (ii) such reimbursements shall not be subject to liquidation or exchange for other benefits, and (c) any reimbursement shall be paid as soon as administratively feasible after the date Executive is
successful in asserting such rights but no later than the last day of the calendar year following the calendar year in which the applicable expense was incurred (or such later date as permitted under Section 409A). 
  

	7.	Section 6.15 is amended by adding the following to the end thereof: 

 For purposes of complying with the Treas. Reg. Section 1.409A-3(i)(1)(v), any Section 409A Gross-Up Payment shall be paid to the Executive as soon as 








 
administratively feasible after the Section 409A Tax is incurred but no later than the end of the calendar year following the calendar year in which
Executive remits (or is deemed to remit) the related taxes to the relevant taxing authority. 
  

	8.	Section 3 of Exhibit G to the Agreement is amended by adding “within five (5) business days after such determination made by the Executive Accounting Firm” to
the end of the second sentence thereof. 

  

	9.	Section 6 of Exhibit G to the Agreement is amended by inserting the following after “forgiven”: 

 (provided that such forgiveness shall be made no later the end of the calendar year following the calendar year in which Executive remits (or is deemed to
remit) the related taxes to the relevant taxing authority) 
  

	10.	Exhibit G to the Agreement is amended by adding a new Section 7 thereto which reads: 

 For purposes of complying with the Treas. Reg. Section 1.409A-3(i)(1)(v), any Gross-Up Payment (and Underpayment) shall be paid to the Executive in accordance with the timing described in Section 2 (or in
the case of an Underpayment, Section 3) but no later than the end of the calendar year following the calendar year in which Executive remits (or is deemed to remit) the related taxes to the relevant taxing authority. 
  

	11.	In all other respects, this Agreement shall remain in full force and effect. 

 [Signature Page Follows] 







 IN WITNESS WHEREOF, the Company and Employee Group have caused this Amendment to be duly executed
by a duly authorized officer thereof, and the Executive has hereunto set his hand, all as of the day and year first above written. 
  

					
	 CAREER EDUCATION CORPORATION
	    	EXECUTIVE
			
	By:	 	  
	    	  

	Name:	 	  
	    	Gary E. McCullough
	Its:	 	  
	    	
		
	 CEC EMPLOYEE GROUP, LLC
	    	
			
	By:	 	  
	    	
	Name:	 	  
	    	
	Its: