Exhibit
10.01


 


PERFORMANCE SHARES GRANT AGREEMENT


 


pursuant to the


 


LAUREATE EDUCATION, INC. (FORMERLY SYLVAN LEARNING SYSTEMS, INC.)


1998 STOCK INCENTIVE PLAN


 


 


1998 Stock Incentive Plan


 


Grantee: Douglas L. Becker


No. of Performance Shares: 
166,000


 


 


AGREEMENT, effective as of
January 1, 2004 (“Effective Date”), between Laureate Education, Inc. (the “Company”),
and the Grantee.


 


WHEREAS, the Grantee is now
in the employ of the Company or a subsidiary of or entity affiliated with the
Company, called collectively the “Company” (as those terms are defined in the
Plan) and the Company desires to have the Grantee remain in such employ or
capacity and to afford the Grantee the opportunity to acquire stock ownership
in the Company so that the Grantee may have a direct proprietary interest in
the Company’s success; and


 


WHEREAS, the Company and its
stockholders have approved the Laureate Education, Inc. (formerly Sylvan
Learning Systems, Inc.) 1998 Stock Incentive Plan (the “Plan”) pursuant to
which the Company may, from time to time, enter into stock-based award
agreements with certain of its employees;


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements
hereinafter set forth, the parties hereto hereby mutually covenant and agree as
follows:


 


1.                                       Definitions


 


                                                Under this
Agreement, except where the context otherwise indicates, the following
definitions apply:


 


(a)                                  “Account” means the
bookkeeping account maintained for the Grantee pursuant to Section 3(b).


 


(b)                                 “Agreement” means the
Performance Shares Grant Agreement and shall include the applicable provisions
of the Plan, which is hereby incorporated into and made a part of this
Agreement.


 


(c)                                  “Award
Valuation Date” means February 28, 2004.


 


(d)                                 “Distribution
Date” means the later of (i) six (6) months following the Grantee’s
separation from service with the Company and all Affiliates (within the meaning
of Section 409A of the Code) or (ii) thirty days following the Grantee’s
termination or resignation from the Board; provided that the Distribution Date
shall be no later than would be permitted under Section 409A of the Code and
regulations thereunder.


 





















(e)                                  “Dividend” means any
dividend (other than in Common Stock) on Common Stock, or any distribution
(other than in Common Stock) with respect thereto.


 


(f)                                    “Dividend
Payment Date” means the payment date for a dividend or
distribution with respect to Common Stock.


 


(g)                                 “Employment
Agreement” means the Employment Agreement effective as of June
30, 2004, by and between the Company and Douglas L.
Becker.


 


(h)                                 “Extraordinary
Items of Income or Loss” means any amount of income, gain or loss
included in the calculation of the net income of the Company that the Board, in
its discretion, but acting in good faith, determines to be extraordinary;
provided, however, in no event will the revenue or income from an acquisition
be deemed to be extraordinary, to the extent revenue or income from such
acquisition is consolidated and included with revenue and income of the Company
for reporting purposes.


 


(i)                                     “Disabled” means a “Total
Disability”, as defined in Section 6.3(b) of the Employment Agreement.


 


(j)                                     “Fiscal
Year” means the fiscal year of the Company, which is currently January 1
through December 31.


 


(k)                                  “GAAP” means U.S.
generally accepted accounting principles, consistently applied.


 


(l)                                     “Grant
Date” means February 28, 2004.


 


(m)                               “Net
Income” means for 2004 and later, Income (Loss) from continuing operations
before cumulative effect of change in accounting principles as determined in
accordance with GAAP and reflected in the Company’s Consolidated Statements of
Operations in its filing with the SEC, but modified so as to exclude any
Extraordinary Items of Income.  For 2003,
Net Income shall be deemed to be $40,288,000. 
Extraordinary Items of Loss shall be included in the calculation of Net
Income


 


(n)                                 “Performance
Share” means a bookkeeping entry that represents an amount equivalent to a
share of Common Stock.


 


(o)                                 “Revenue” means gross
revenue of the Company and determined in accordance with GAAP.  For 2003, the
Revenue was $471,903,000.


 


(p)                                 “2004
Earnings Per Share Target” means $1.25 net earnings per share (on a fully diluted basis)
determined in accordance with GAAP, but determined by excluding any
Extraordinary Items of Income. Such amount reflects the earnings target
established for the 2004 Fiscal Year.


 


Any capitalized term used
herein that is not expressly defined in this Agreement shall have the meaning
that such term has under the Plan unless otherwise provided herein.


 


2.                                       Grantee’s
Agreement


 


In
consideration of the Performance Shares granted to Grantee pursuant to this
Agreement, the restrictive covenants contained in Section 5.2 of the Employment
Agreement (as well of the 


 


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provisions
of Sections 5.4 and 5.5 of the Employment Agreement) are incorporated herein by
reference and made a part hereof.  Such
restrictive covenants (as incorporated herein) are designed to be separate from
the restrictive covenants contained in such Employment Agreement and shall
survive the termination or non-renewal of the Employment Agreement (so that the
one year non-compete/non-solicitation covenants incorporated herein apply for
the one year period following the Grantee’s termination of employment). The
enforceability of such covenants (as incorporated herein) shall not be
dependent on the enforceability of such restrictive covenants under the
Employment Agreement.


 


3.                                       Grant of
Performance Shares


 


(a)                                  Subject to the
provisions of this Agreement and pursuant to the provisions of the Plan, the
Company hereby grants to the Grantee 166,000 Performance Shares as of the Grant
Date.


 


(b)                                 Performance
Shares granted to the Grantee shall be credited to the Grantee’s Account.  The Grantee’s Account shall be the record of
Performance Shares granted to the Grantee hereunder and is solely for
accounting purposes and shall not require a segregation of any assets of the
Company.


 


(c)                                  If the Company
pays any Dividend, the Grantee’s Account will be credited with the dollar value
of the Dividend allocable to the Performance Shares (whether or not vested)
that are credited to the Grantee’s Account. 
As of December 31 of each year (or, if applicable, as of the last day of
the month preceding the Distribution Date), the Grantee’s Account will be
credited (or charged) as follows:


 


(i)                                     Cash Dividend


 


Cash
Dividends shall be credited with annual interest at the prime rate published in
the “Money Rates” table of The Wall Street Journal on
the last business day of each calendar year (or, if applicable, as of the last
business day of the month preceding the Distribution Date).


 


(ii)                                  Non-Cash
Dividend


 


To
the extent that the Company pays a non-cash Dividend and the property that
comprises such non-cash Dividend consists of publicly traded securities or
other property whose fair market value is readily determinable from available
public sources (e.g., published valuations), the Account shall be credited (or
charged) with the amount of any appreciation or depreciation in the value of
such publicly traded securities or other property following the Dividend
Payment Date, together with the value of any subsequent dividend or
distribution with respect thereto.  To
the extent that the non-cash Dividend (or dividend or distribution with respect
thereto) consists of publicly traded securities, then the amount of
appreciation/depreciation charged to the Account shall be based on the last
reported sale price per share of such security, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on a national securities exchange or included for quotation on the
Nasdaq-National Market, or if the securities are not so listed or admitted to
trading or included for quotation, the last quoted price, or if the securities
are not so quoted, the average 


 


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of
the high bid and low asked prices, regular way, in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotation System or, if such system is no longer in use, the principal other
automated quotations system that may then be in use or, if the securities are
not quoted by any such organization, the average of the closing bid and asked
prices, regular way, as furnished by a professional market maker making a
market in the securities as selected in good faith by the Administrator.  The determination of the value of other
property shall be made based upon such available public source or sources as
shall be selected in good faith by the Administrator. In no event shall this
provision be construed as requiring the Company or the Administrator to secure
an appraisal of any securities or other property.  In the event the value of any non-cash
Dividend (or any portion thereof) (or dividend or distribution with respect
thereto) is not readily determinable in accordance with the foregoing
provisions, then the value of such non-cash Dividend (or dividend or
distribution with respect thereto) shall be credited to the Account and with
interest on the same basis as a cash Dividend (from the Dividend Payment Date or,
if later, as of the last date on which the value of such non-cash Dividend was
readily determinable in accordance with the foregoing provisions).


 


(d)                                 As of the
Distribution Date, the amount of any Dividends (or dividend or distribution
with respect thereto) credited to the Grantee’s Account (with respect to
Performance Shares that are vested) shall be paid to the Grantee in cash.


 


(e)                                  The Grantee
shall not have the rights of a stockholder with respect to any Performance
Shares credited to the Grantee’s Account until shares of Common Stock have been
distributed to the Grantee pursuant to Section 5, and the Grantee’s name has
been entered as a stockholder of record on the books of the Company with
respect to such distributed shares of Common Stock.


 


(f)                                    Nothing
contained in the Plan or this Agreement, nor the grant of Performance Shares
herein, shall be construed or deemed under any circumstances to obligate the
Company to continue the employment of the Grantee for any period of time, and
nothing in the Plan or this Agreement shall limit or restrict the right of the
Company to terminate the Grantee’s employment at any time, for any reason, for
or without cause (subject, however, to the terms of the Employment Agreement).


 


4.                                       Vesting


 


(a)                                  Time Vesting of
Performance Shares.  Unless the
Grantee’s right to the Performance Shares has earlier terminated pursuant to
the provisions of this Agreement, the Grantee shall be vested in 2,305.5556
Performance Shares as of the last day of each month beginning on and after
January 1, 2004 during which he is in the continuous employ of the
Company.  In all events, the Grantee
shall be fully vested in all Performance Shares on December 31, 2009 (provided
that he has been in the continuous employ of Company from the January 1, 2004
through December 31, 2009).


 


(b)                                 Additional
Vesting Upon Satisfaction of Performance Thresholds.  To the extent that the performance thresholds
contained in this Section 4(b) are met for a Fiscal Year, then the Grantee
shall become vested in an additional number of Performance Shares (up to the
total grant of 166,000 Performance Shares) as follows:


 


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(i)                                     Fiscal Year
Performance Vesting


 


Unless
the Grantee’s right to the Performance Shares has earlier terminated pursuant
to the provisions of this Agreement or the Plan, to the extent that the
performance criteria specified below are satisfied with respect to the
applicable Fiscal Year, the Grantee shall become vested in the number of
Performance Shares specified below.


 


(1)                                  FY 2004 – In addition
to the shares already vested pursuant to Section 4(a) above, an additional
27,666.667 Performance Shares shall become vested on January
1, 2005 if, after giving effect to the compensation expense caused by the additional
vesting provided in this Section 4(b)(i)(1), the Company meets its 2004
Earnings Per Share Target.


 


(2)                                  FY 2005 – In addition
to the shares already vested pursuant to Section 4(a) and Section 4(b)(i)(1)
above, an additional 27,666.667 Performance Shares shall become vested on January 1, 2006 if all of the following requirements have
been met: (A) the Company met its 2004 Earnings Per Share Target, (B) the
Company’s Revenue for 2005 exceeds its Revenue for 2004 by twenty percent (20%)
or more, and (C) the Company’s Net Income for 2005 exceeds its Net
Income for 2004 by twenty-five percent (25%) or more.


 


(3)                                  FY 2006 – In addition
to the shares already vested pursuant to Section 4(a) and Section 4(b)(i)(1)
and (2) above, an additional 27,666.667 Performance Shares shall become vested
on January 1, 2007 if all of the
following requirements have been met: 
(A) the Company met its 2004 Earnings Per Share Target, (B) the
Revenue/Net Income criteria specified in Section 4(b)(i)(2) above were met for
2005, (C) the Company’s Revenue for 2006 exceeds its Revenue for 2005 by twenty
percent (20%) or more, and (D) the Company’s Net Income for 2006 exceeds
its Net Income for 2005 by twenty-five percent (25%) or more.


 


(ii)                                  Cumulative
Performance Vesting


 


Notwithstanding
the foregoing, unless the Grantee’s right to the Performance Shares has earlier
terminated pursuant to the provisions of this Agreement or the Plan, if the
Company fails to attain the Fiscal Year performance criteria specified in
Section 4(b)(i)(1), (2) and/or (3) above, the Grantee shall nevertheless vest
in the number of Performance Shares specified below.


 


(1)                                  FY 2005 – In addition
to the shares already vested pursuant to Section 4(a), on January
1, 2006 the Grantee shall become vested in an additional 55,333.333 Performance
Shares (i.e., 33.333% of the original grant of 166,000 Performance Shares), less the number of additional
Performance Shares (if any) that became vested on or before such date under
Section 4(b)(i) above, if both of the following requirements have been met: (A)
the Company’s Revenue for 2005 exceeds its Revenue for 2003 by forty-four
percent (44%) or more, and (B) the Company’s Net Income for 2005 exceeds
its Net Income for 2003 by fifty-six and one-quarter percent (56.25%) or more.


 


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(2)                                  FY 2006 – In addition
to the shares already vested pursuant to Section 4(a) above, on January 1, 2007 the Grantee shall become vested in 83,000
Performance Shares (i.e., 50% of the original grant of 166,000 Performance
Shares), less the number of additional
Performance Shares (if any) that became vested on or before such date under
Section 4(b)(i) and/or Section 4(b)(ii)(1) above, if both of the following
requirements have been met: (A) the Company’s Revenue for 2006 exceeds its
Revenue for 2003 by seventy-two and eight tenths percent (72.8%) or more, and
(B) the Company’s Net Income for 2006 exceeds its Net Income for 2003 by
ninety-five and thirty-one one hundreds percent (95.31%) or more.


 


(3)                                  FY 2007 – To the
extent not previously vested under Section 4(a), Section 4(b)(i) or Section
4(b)(i)(1) or (2) above, all remaining unvested Performance Shares shall become
vested on January 1, 2008 (i.e., the Grantee will become 100% vested in all
166,000 Performance Shares) if both of the following requirements have been
met: (A) the Company’s Revenue for 2007 exceeds its Revenue for 2003 by one
hundred seven and thirty-six one hundreds percent (107.36%) or more, and
(B) the Company’s Net Income for 2007 exceeds its Net Income for 2003 by one
hundred forty-four and fourteen one hundreds percent (144.14%) or more.


 


(iii)                               Employment
Requirement – Except as provided in Section 4(c) or 4(d) below,
in order to become vested in accordance with subsections (i) or (ii) above, the
Grantee must have been in the continuous employ of Company from January 1, 2004
through the close of business on the applicable January 1 vesting date.


 


(iv)                              Supplemental
Nature of Performance Vesting – The vesting provisions
contained in this Section 4(b) shall be in addition to (and not in lieu of) the
vesting schedule contained in Section 4(a) above.  In no event shall the application of the
additional vesting provided in this Section 4(b) (or any accelerated vesting
under the remaining provisions of this Agreement) cause the Grantee to become
vested in more than a total of 166,000 Performance Shares.


 


(c)                                  Acceleration of
Vesting Upon Termination Due to Termination for Good Reason or Termination
Without Good Cause. 
Notwithstanding the provisions of Section 4(a) or 4(b), but subject to
the terms of this Agreement and the Plan, upon the termination of the Grantee’s
employment for “Good Reason” or without “Good Cause” (as those terms are
defined in the Employment Agreement), the Grantee shall be vested in
Performance Shares as follows:


 


(i)                                     If such
termination occurs on or before the second anniversary of the Effective Date,
then the Grantee shall become vested in a total of 110,666.667 Performance
Shares. If, at the time of such termination, the Grantee is already vested in
110,666.667 Performance Shares, the accelerated vesting provisions of this
Section 4(c)(i) shall not apply.


 


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(ii)                                  If such
termination occurs after the second anniversary of the Effective Date, then the
Grantee shall become 100% vested in all 166,000 Performance Shares granted
under this Agreement.


 


(d)                                 Performance
Vesting For Fiscal Year of Death or Total Disability.  Notwithstanding the provisions of Sections
4(a) or 4(b), but subject to the terms of this Agreement and the Plan, if the
Grantee’s employment is terminated by reason of death or Total Disability and
the applicable performance threshold in Section 4(b)(i) or (ii) is met for the
fiscal year in which such termination occurs, then, in addition to the shares
already vested pursuant to Section 4(a) and Section 4(b) above, the Grantee
shall become vested in an additional number of Performance Shares equal to the
additional Performance Shares that would have become vested pursuant to Section
4(b)(i) or (ii) if the Grantee had been employed on the applicable January 1
vesting date multiplied by a fraction, (x) the numerator of which is the number
of days during which the Grantee was employed during in the fiscal year of termination,
(y) and the denominator of which is 365.


 


(e)                                  Vesting Upon
Termination for Other Reasons.  No special vesting provisions shall apply if
the Grantee’s employment with the Company ceases for any other reason
(including, without limitation, (1) Good Cause; (2) a mutual agreement between
the Company and the Grantee to terminate Grantee’s employment; (3) termination
of the Executive’s employment pursuant to Section 6.1 of the Employment
Agreement (non-renewal), or (4) resignation of the Grantee other than for Good
Reason; as those terms are defined and described in the Employment Agreement).


 


5.                                       Distribution of
Performance Shares


 


(a)                                  Upon the
Grantee’s Distribution Date, the number of vested Performance Shares credited
to the Account of the Grantee shall be converted into actual shares of Common
Stock on a one-for-one basis.  Any vested
fractional Performance Shares that cannot be converted into whole shares of
Common Stock shall be distributed to the Grantee in cash.


 


(b)                                 Within ten (10)
business days following the Grantee’s Distribution Date, the Company shall
distribute to the Grantee the number of shares of Common Stock and cash
determined in accordance with Section 5(a) (net of any withholding required
under applicable law and not paid by the Grantee in cash pursuant to Section
16).


 


(c)                                  If the Grantee
is subject to liability under section 16(b) of the Securities and Exchange Act
of 1934 on the Distribution Date and makes an election in a timely manner under
Section 83(b) of the Code to recognize income for tax purposes, the Grantee
shall notify the Company within thirty (30) days of making such election.


 


6.                                       Grantee


 


Whenever the word “Grantee”
is used in any provision of this Agreement under circumstances where the
provision should logically be construed to apply to the estate, personal
representative or beneficiary to whom Performance Shares credited to the
Account of the Grantee may be transferred by will or by the laws of descent and
distribution, the word “Grantee” shall be deemed to include such person.


 


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7.                                       Assignability


 


No amount payable to the
Grantee hereunder (including, without limitation, Performance Shares credited
to the Grantee’s Account) shall be transferable by the Grantee otherwise than
by will or the laws of descent and distribution.  No amount shall be payable to anyone other
than the Grantee during the Grantee’s lifetime. 
No assignment or transfer of any amount payable to the Grantee under
this Agreement (including, without limitation, shares of Common Stock payable
on the Distribution Date), whether voluntary or involuntary, by operation of
law or otherwise, except by will or the laws of descent and distribution, shall
vest in the assignee or transferee any interest or right herein whatsoever, but
immediately upon any attempt to assign or transfer any amount payable
hereunder, this Agreement shall terminate and be of no force or effect.


 


8.                                       Unfunded Plan


 


(a)                                  Obligations of
the Company.  The
obligation of the Company to make payments with respect to Performance Shares
granted hereunder shall be interpreted solely as an unfunded contractual
obligation to make such payments in the manner and under the conditions
prescribed under this Agreement.  Any
assets set aside with respect to amounts payable under this Agreement shall be
subject to the claims of the Company’s general creditors, and no person other
than the Company shall, by virtue of the provisions of the Plan or this
Agreement, have any interest in such assets. In no event shall any assets set
aside (directly or indirectly) with respect to amounts payable under this
Agreement be located or transferred outside the United States.


 


(b)                                 Rights of the
Grantee.  Neither the Grantee nor any
other person shall have any interest in any particular assets of the Company by
reason of the right to receive a benefit under this Agreement, and the Grantee
or any such other person shall have only the rights of a general unsecured
creditor of the Company with respect to any rights under the Plan or this
Agreement.


 


9.                                       The Company’s
Rights


 


The existence of this
Agreement shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company’s capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or other stocks with preference ahead of or convertible
into, or otherwise affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or
any part of the Company’s assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.


 


10.                                 Recapitalization;
Merger and Consolidation


 


Other
than pursuant to any conversion rights set forth in the charter of the Company,
if the shares of the Company’s Common Stock as a class are increased, decreased
or changed into, or exchanged for, a different number or kind of shares or
securities of the Company, through merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, combination of
shares, exchange of shares, change in corporate structure or the like, an
appropriate and proportionate adjustment shall be made in the number and kinds
of securities covered by outstanding units of Performance Shares, and in the
value of outstanding Performance Shares thereof granted prior to any such
change.  The foregoing adjustment shall
be made in a manner that will cause the intrinsic value of each outstanding
unit of Performance Shares 


 


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immediately
after the applicable transaction to be equal to the intrinsic value of each
such outstanding unit of Performance Shares immediately before the applicable
transaction.


 


11.                                 Preemption by
Applicable Laws or Regulations


 


Anything in this Agreement
to the contrary notwithstanding, if, at any time specified herein for the
issuance of Common Stock to the Grantee, any law, regulation or requirements of
any governmental authority having appropriate jurisdiction shall require either
the Company or the Grantee to take any action prior to or in connection with
the issuance of such Common Stock, the issuance of such shares of Common Stock
shall be deferred until such action shall have been taken.


 


12.                                 Resolution of
Disputes


 


Subject to Section 5.4 of
the Employment Agreement (which has been incorporated herein by reference with
respect to the restrictive covenants contained in Section 2) and Section 13,
and to the extent permitted by the Plan (and not inconsistent with the
provisions of Section 2(f) thereof), disputes or disagreements which shall
arise under, or as a result of, or pursuant to, this Agreement shall be
determined pursuant to the arbitration provision in Section 7.1 of the
Employment Agreement, and the determination of such arbitration shall be
binding upon the Company, the Grantee and the Administrator. To the extent
permitted by (and not inconsistent with) the terms of the Plan, the
Administrator (as defined in the Plan) hereby determines (in accordance with
Section 3(f) of the Plan) that the procedures for resolving disputes that are
contained in above referenced sections shall apply and be binding for purposes
of this Agreement.


 


13.                                 Claims
Procedure


 


(a)                                  Claims for
Deferred Compensation.  The
Company and the Grantee hereby agree that the purpose of this Agreement is to
provide supplemental benefits to the Grantee in the form of deferred
compensation.  For purposes of Title I of
the Employment Retirement Income Security Act of 1974, as amended (“ERISA”),
this Agreement is intended to constitute an unfunded plan maintained for the
purpose of providing deferred compensation for the Grantee.  Any claim for compensation hereby by the
Grantee shall be made in writing to the Administrator.  If such claim for compensation is wholly or
partially denied, the Administrator shall, within ninety (90) days after
receipt of the claim, notify the Grantee of such denial (unless the
Administrator determines that special circumstances require an extension of
time for processing the claim).  Such
notice of denial shall be in writing, shall be delivered to the Grantee in
writing or by electronic notification, shall be expressed in a manner
calculated to be understood by the Grantee and shall contain (1) the specific
reason or reasons for denial of the claim, (2) reference to the specific
provisions of this Agreement and/or the Plan upon which the denial is based,
(3) a description of any additional material or information necessary to
perfect the claim and an explanation of why such material or information is
necessary, and (4) an explanation of the claim review procedure, as specified
under the provisions of this Section 13.  Furthermore, if notice of the denial of a
claim is not furnished by the Administrator to the Grantee in accordance with
the provisions of this Section 13, the claim shall be denied and the Grantee
shall be permitted to proceed to the review stage provided in this Section 13.


 


(b)                                 Request for
Review of Denial.  In the
event that a claim for compensation by the Grantee is denied, the Grantee may
(1) file with the Administrator a written request that the 


 


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Administrator
conduct a full and fair review of the denial of the claim for compensation and
(2) review any documents pertinent to such request.  Such request shall be delivered to the
Administrator within sixty (60) days after the receipt by the Grantee of the
written notice of denial of the claim, or such later date as shall be
reasonable taking into account the nature of the claim and any other attendant
circumstances.  Such review shall (i)
provide the Grantee with the opportunity to submit written comments, documents,
records and other information relating to the claim for compensation; (ii)
provide the Grantee, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the claim
for compensation; and (iii) take into account all comments, documents, records
or other information submitted by the Grantee relating to the claim for
compensation, without regard to whether such information was submitted or
considered in the initial determination of compensation.


 


(c)                                  Decision on
Review of Denial.  The
Administrator shall deliver to the Grantee a written decision on any claim
filed hereunder within sixty (60) days after the receipt of the aforesaid
request for review (unless the Administrator determines that special
circumstances require an extension of time for processing the claim).  Such decision shall (1) be expressed in a
manner calculated to be understood by the Grantee, (2) include specific reasons
for the decision, (3) contain specific references to the pertinent provisions
of this Agreement upon which the decision is based; (4) contain a statement
that the Grantee is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other information
relevant to the Grantee’s claim for compensation, (5) contain a statement
describing any voluntary appeal procedures offered by this Agreement, and (6)
contain a statement describing the rights of the Grantee under Section 12
..  Furthermore, in the event that the
Administrator fails to furnish its decision on review within the applicable
time period to the Grantee, the Grantee shall be deemed to have exhausted the
administrative claims procedures under this Section 13 and shall be entitled to
pursue resolution pursuant to Section 12.


 


14.                                 Amendments


 


This Agreement may be
amended only by written agreement signed by both parties. No modification
to the Plan that would materially adversely affect the terms of this Agreement
shall apply to this Agreement without the written approval of the Grantee; provided,
however, modifications to the Plan that are dictated by requirements of federal
or state laws applicable to the Company shall not be deemed to adversely affect
the terms of this Agreement.


 


15.                                 Notice


 


Any notice which either
party hereto may be required or permitted to give to the other shall be in
writing, and may be delivered personally or by mail, postage prepaid, addressed
as follows:  to the Company or the Administrator
at 1001 Fleet Street, Baltimore, Maryland 21202 (Attention: Office of the
Secretary/Legal Department), or at such other address as the Company or the
Administrator, by notice to the Grantee, may designate in writing from time to
time; to the Grantee, at his or her address as shown on the records of the
Company, or at such other address as the Grantee, by notice to the Secretary of
the Company, may designate in writing from time to time.


 


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16.                                 Tax Withholding


 


The Company shall have the
right to charge the Grantee’s Account (or, to the extent permitted by law, to
deduct from any other amount payable to the Grantee, including, without
limitation any salary or bonus) any federal, state, local taxes (including,
without limitation, income taxes and the Grantee’s portion of any employment
taxes) or other amounts which it deems are required by law to be withheld.  In addition, the Company may retain a
sufficient number of shares of Common Stock to be issued to the Grantee to
cover all such required withholding. 
Notwithstanding the forgoing, in lieu of having such required
withholding deducted from other amounts due, the Grantee may direct the Company
to reduce the number of vested Performance Shares and/or Dividends allocated to
the Grantee’s Account or otherwise retain a sufficient number of shares of Common Stock to be issued to the Grantee to
cover any or all such required withholding.


 


17.                                 Governing Law


 


All matters relating to this
Agreement shall be governed by the laws of the State of Maryland, without
regard to the principles of conflict of laws, except to the extent preempted by
the laws of the United States.


 


18.                                 Construction


 


This Agreement has been
entered into in accordance with the terms of the Plan, and wherever a conflict
may arise between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall control.


 


19.                                 General


 


The Company shall at all
times during the term of this Agreement reserve and keep available such number
of shares of Common Stock of the Company as will be sufficient to satisfy the
requirements herein and shall pay all original issue and transfer taxes with
respect to the issue and transfer of shares of Common Stock of the Company
pursuant hereto and all other fees and expenses necessarily incurred by the
Company in connection herewith.  From
time to time the Company will use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company shall be applicable
thereto.


 


20.                                 Regulatory
Compliance


 


No Common Stock shall be
issued hereunder until the Company has received all necessary regulatory
approvals and has taken all necessary steps to assure compliance with federal
and state securities laws or has determined to its satisfaction and the satisfaction
of its counsel that an exemption from the requirements of the federal and
applicable state securities laws are available.


 


21.                                 Genders


 


The use of either gender
herein shall be deemed to be or include the other gender and the use of the
singular herein shall be deemed to be or include the plural and vice  versa,
wherever appropriate, unless the context clearly indicates otherwise.


 


22.                                 Headings


 


The headings and other
captions contained in this Agreement are for convenience of reference only and
shall not be used in interpreting, construing or enforcing any of the
provisions of this 


 


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Agreement.  References in this Agreement to any Section
or Sections are references to a Section or Sections of this Agreement, unless
expressly stated otherwise.


 


23.                                 Incorporation
of Plan


 


This Agreement is entered
into under the applicable provisions of the Plan which is attached hereto and
made a part hereof.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by its duly authorized officer
and its seal to be affixed hereto, and the Grantee has hereunto set the Grantee’s
hand and seal, all on the day and year first above written.


 


	
   

  	
  LAUREATE EDUCATION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert W.
  Zentz

  	
   

  
	
   

  	
   

  	
  Robert W. Zentz, Sr. Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
   

  
	
   

  	
  GRANTEE:

  
	
   

  	
   

  
	
   

  	
  /s/ Douglas L.
  Becker

  	
  (SEAL)

  	
   

  
	
   

  	
  Douglas L. Becker

  
	
   

  	
  Date:

  	
   

  	
   

  
						



 


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