Form of Option Extension and Amendment Agreements



 Exhibit 10.1 
 OPTION EXTENSION AND AMENDMENT AGREEMENT 
 THIS OPTION EXTENSION AND AMENDMENT AGREEMENT (the
“Agreement”) dated as of February 20, 2009, is between Career Education Corporation, a Delaware corporation (the “Company”), and
                        , a non-employee director of the Company (the “Participant”). Capitalized terms used but
not defined herein shall have meaning given to such terms in the Career Education Corporation 2008 Incentive Compensation Plan (the “2008 Plan”). 
 WHEREAS, the Participant holds Options issued under the 2008 Plan, the Career Education Corporation 1998 Non-Employee Directors’ Stock Option Plan (the “Director Plan”) and the
Career Education Corporation 1998 Employee Incentive Compensation Plan (the “Employee Plan” and together with the 2008 Plan and the Director Plan, the “Plans”); 
 WHEREAS, the Company and the Participant desire to amend all Options held by the Participant under each of the Plans to provide that, to the
extent vested, such Options shall remain outstanding and exercisable following the Participant’s Termination of Service until the earlier of (a) the third anniversary of such Termination of Service, and (b) the end of the Term or
Option Period (as defined under the Director Plan), as applicable; provided, in either case, that if the Committee determines that Cause exists at the time of such Termination of Service, then no such extension shall occur; and 
 WHEREAS, Company and the Participant desire to amend all Options held by the Participant under the Director Plan and the Employee Plan to increase
the threshold upon which a Change in Control is deemed to occur from twenty percent (20%) to thirty-five percent (35%). 
 NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows:

 1. Post-Termination Option Exercise Extension. Effective as of the date hereof, notwithstanding anything in the Plans or any Option Agreement or
Award Agreement to the contrary, following the Participant’s Termination of Service for any reason other than Cause, any Option which is vested at the time of such Termination of Service shall remain exercisable (in accordance with the
requirements of the applicable Plan), until the earlier of (a) the third anniversary of such Termination of Service, and (b) the end of the Term or the Option Period, as applicable. This Section 1 shall amend any term to the contrary
contained in any of the Plans and any Option Agreement or Award Agreement of the Participant under any of the Plans outstanding on the date hereof. To the extent the Committee determines that Cause exists at the time of such Termination of Service,
the terms of the Plans and the applicable Option Agreements and Award Agreements of the Participant shall be effectuated without regard to the amendment made by this Section 1. 







 2. Change in Control Amendment. Effective as of the date hereof, notwithstanding anything in the Director Plan or
the Employee Plan or any Option Agreement or Award Agreement to the contrary, (a) the phrase “twenty percent (20%)” in clause (a) of the definition of “Change in Control” set forth in Section 2.4 of the Director
Plan shall, with respect to any Options issued to the Participant under the Director Plan, be deemed to read “thirty-five percent (35%)”, and (b) the phrase “twenty percent (20%)” in clause (a) of the definition of
“Change in Control” set forth in Section 12.2 of the Employee Plan shall, with respect to any Options issued to the Participant under the Employee Plan, be deemed to read “thirty-five percent (35%)”. This Section 2
shall amend any term to the contrary contained in any Option Agreement or Award Agreement of the Participant under the Director Plan or the Employee Plan. 
 3. Acknowledgement. The parties hereto hereby acknowledge that one of the Company’s stockholders has recently reported in a filing with the Securities and Exchange Commission that it is the beneficial owner of stock
representing approximately eighteen percent (18%) of the voting power of the Company’s outstanding securities. 
 4. Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois (other than its laws respecting choice of law). 
 5. Entire Agreement. This Agreement constitutes the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to this matter.

 6. Amendment. Any amendment to this Agreement shall be in writing and signed by the Company and the Participant. 
 7. Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to
require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time. 
 8. Counterparts. This Agreement may be signed in two counterparts, each of which shall be an original, but both of which shall constitute but one and the same
instrument. 
 9. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement. 
 10. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon each successor and
assign of the Company. All obligations imposed on the Participant or a Representative, and all rights granted to the Company hereunder, shall be binding upon the Participant’s or the Representative’s heirs, legal representatives and
successors. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto
duly authorized, and the Participant has hereunto set his or her hand, all as of the day and year first above written. 
  

			
	CAREER EDUCATION CORPORATION
		
	By:	 	  

		 	Gary E. McCullough
		 	President and Chief Executive Officer
	
	PARTICIPANT:
		
	By:	 	  



  

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