EX-10.4



 Exhibit 10.4 

Non-Employee Director Option Grant Agreement 

[for use commencing May 2015] 

CAREER EDUCATION CORPORATION 

2008 INCENTIVE COMPENSATION PLAN 

NON-QUALIFIED STOCK OPTION AGREEMENT 

This STOCK OPTION AGREEMENT (this “Agreement”) dated
                     (the “Grant Date”) is by and between Career Education Corporation, a Delaware corporation (the
“Company”), and [                ] (the “Grantee”). 

In accordance with Section 6 of the Career Education Corporation 2008 Incentive Compensation Plan, as amended (the
“Plan”), and subject to the terms of the Plan and this Agreement, the Company hereby grants to the Grantee an option to purchase shares of common stock, par value $0.01 per share, of the Company (“Shares”) on the
terms and conditions as set forth below (“Option”). The Option granted hereby is not intended to constitute an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”). All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Plan. 
 To
evidence the Option and to set forth its terms, the Company and the Grantee agree as follows: 
 1. Grant. The Committee hereby
grants the Option to the Grantee on the Grant Date for the purchase from the Company of all or any part of an aggregate of                  Shares (subject to adjustment
as provided in Section 4.2 of the Plan). 
 2. Option Price. The purchase price per Share purchasable under the Option shall be
$         per Share (the “Option Price”) (subject to adjustment as provided in Section 4.2 of the Plan). The Option Price is equal to 100% of the Fair Market Value of one share of Common
Stock on the Grant Date, as calculated under the Plan. 
 3. Term and Vesting of the Option. The Option Term shall expire on the
tenth anniversary of the Grant Date. The Option shall vest and become exercisable on                      ([each a/the] “Vesting
Date”). Except as otherwise provided herein, the Option may be exercised on or following the Vesting Date with respect to the vested portion as long as such exercise occurs prior to the expiration of the Option as provided in this Agreement
and the Plan. 
 Notwithstanding the foregoing provisions of this Section 3, and except as otherwise determined by the Committee, as
provided in the Plan or as provided herein, any portion of the Option which is not vested (or otherwise not exercisable) at the time of the Grantee’s Termination of Service shall not become exercisable after such termination and shall be
immediately cancelled and forfeited to the Company. 
 4. Exercisability. Upon the Grantee’s Termination of Service, unless the
Committee determines that Cause exists at the time of such Termination of Service, any Option which is vested at the time of such Termination of Service shall remain exercisable (pursuant to and subject to the terms of the Plan), until the earlier
of (a) the third anniversary of such 







 
Termination of Service, and (b) the end of the Term. If the Committee makes a determination that Cause exists at the time of such Termination of Service, then all Options held by the Grantee
at the time of such Termination of Service shall be immediately cancelled and forfeited to the Company. 
 If the Grantee incurs a
Termination of Service at the time of the Company’s              annual meeting of stockholders due to his or her failure to be nominated for, or refusal to stand for, reelection as a
director at such annual meeting, the Option shall vest and become exercisable on the [next] Vesting Date [to the extent the Option is scheduled to vest on such date] and shall remain exercisable [to the extent vested] (pursuant to and subject to the
terms of the Plan), until the earlier of (a) the third anniversary of such Termination of Service, and (b) the end of the Term. 

5. Exercise of Option. On or after the date any portion of the Option becomes exercisable, but prior to the expiration of the Option in
accordance with Sections 3 and 4 above, the portion of the Option that has become exercisable may be exercised in whole or in part by the Grantee (or, pursuant to Section 6, by his or her permitted successor) upon delivery of the following to
the Company (or any Person designated by the Company): 
 (a) a written notice of exercise (which may include a notice made through any
electronic system designated by the Company) which identifies this Agreement and states the number of whole Shares then being purchased; and 

(b) any combination of cash (or by certified or personal check or wire transfer), and/or (i) with the approval of the Committee, Shares
or Shares of Restricted Stock then owned by the Grantee in an amount having a combined Fair Market Value on the exercise date equal to the aggregate Option Price of the Shares then being purchased, or (ii) unless otherwise prohibited by law for
either the Company or the Grantee, an irrevocable authorization of a third party to sell Shares acquired upon the exercise of the Option and promptly remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and
any tax withholdings resulting from such exercise. 
 Notwithstanding the foregoing, the Grantee (or any permitted successor) shall take
whatever additional actions, including, without limitation, the furnishing of an opinion of counsel, and execute whatever additional documents the Company may, in its sole discretion, deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed by the Plan, this Agreement or applicable law. 
 No Shares shall be issued upon exercise
of the Option until full payment has been made. Upon satisfaction of the conditions and requirements of this Section 5 and the Plan, the Company, in its sole discretion, shall either (a) credit the number of Shares for which the Option was
exercised in a book entry on the records kept by the Company’s stockholder record keeper, or (b) shall deliver to the Grantee (or his or her permitted successor) a certificate or certificates for the number of Shares in respect of which
the Option shall have been exercised. Upon exercise of the Option (or a portion thereof), the Company shall have a reasonable time to issue shares or credit a book entry for the Common Stock for which the Option has been exercised, and the Grantee
shall not be treated as 

  
 -2- 








 
a stockholder for any purpose whatsoever prior to such issuance or book entry. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such
Common Stock is recorded as issued and transferred in the Company’s official stockholder records, except as otherwise provided in the Plan or this Agreement. 

6. Limitation Upon Transfer. The Option and all rights granted hereunder shall not (a) be transferred by the Grantee, other than
by will, by the laws of descent and distribution, or to a Permitted Transferee; (b) be otherwise assigned, pledged or hypothecated in any way; and (c) be subject to execution, attachment or similar process. Any attempt to transfer the
Option, other than by will or by the laws of descent and distribution or to a Permitted Transferee, or to assign, pledge or hypothecate or otherwise dispose of the Option or of any rights granted hereunder contrary to the provisions hereof, or upon
the levy of any attachment or similar process upon the Option or such rights, shall be void and unenforceable against the Company or any Subsidiary; provided, however, that the Grantee may designate a Beneficiary to receive benefits in the event of
the Grantee’s death. The Option shall be exercised during the Grantee’s lifetime only by the Grantee, the Grantee’s guardian, the Grantee’s legal representative or a Permitted Transferee. 

7. Change in Control. Upon a Change in Control, the Grantee will have such rights with respect to the Option as are provided for in the
Plan. 
 8. Effect of Amendment of Plan. No discontinuation, modification, or amendment of the Plan may, without the written consent
of the Grantee, adversely affect the rights of the Grantee under the Option, except as otherwise provided under the Plan. 
 This Agreement
may be amended as provided under the Plan, but no such amendment shall adversely affect the Grantee’s rights under the Agreement without the Grantee’s written consent, unless otherwise permitted by the Plan. 

9. No Limitation on Rights of the Company. The grant of the Option shall not in any way affect the right or power of the Company to
make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 

10. Rights as a Stockholder. The Grantee shall have the rights of a stockholder with respect to the Shares subject to the Option only
upon becoming the holder of record of such Shares. 
 11. Compliance with Applicable Law. Notwithstanding anything herein to the
contrary, the Company shall not be obligated to either (a) cause to be issued or delivered any certificates for Shares pursuant to the exercise of the Option, or (b) credit a book entry related to the shares issued pursuant to the exercise
of the Option to be entered on the records of the Company’s stockholder record keeper, unless and until the Company is advised by its counsel that the issuance and delivery of such certificates or entry on the records, as applicable, is in
compliance with all applicable laws, regulations of governmental authority, and the requirements of any exchange upon which Shares are traded. The Company may require, as a condition of the issuance and delivery of such certificates or entry on the
records, as applicable, and in order to 

  
 -3- 








 
ensure compliance with such laws, regulations and requirements, that the Grantee make such covenants, agreements, and representations as the Company, in its sole discretion, considers necessary
or desirable. 
 12. No Obligation to Exercise Option. The granting of the Option shall impose no obligation upon the Grantee to
exercise the Option. 
 13. Agreement Not a Contract of Employment or Other Relationship. This Agreement is not a contract of
employment, and the terms of employment of the Grantee or other relationship of the Grantee with the Company or its Subsidiaries shall not be affected in any way by this Agreement except as specifically provided herein. The execution of this
Agreement shall not be construed as conferring any legal rights upon the Grantee for a continuation of an employment or other relationship with the Company or its Subsidiaries, nor shall it interfere with the right of the Company or its Subsidiaries
to discharge the Grantee and to treat him or her without regard to the effect that such treatment might have upon him or her as a Grantee. 

14. Withholding. If the Company is obligated to withhold an amount on account of any tax imposed as a result of the exercise of the
Option, the Grantee shall be required to pay such amount to the Company, or make arrangements satisfactory to the Company regarding the payment of such amount, as provided in Section 17 of the Plan. The obligations of the Company under the Plan
shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee. The Grantee acknowledges and agrees that he or she is
responsible for the tax consequences associated with the grant and exercise of the Option. 
 15. Notices. Any communication or
notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal place of business, attention: Secretary, and, if to the Grantee, to the address appearing on the records of the Company. Such
communication or notice shall be delivered personally or sent by certified, registered, or express mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any such notice shall be deemed given when received by
the intended recipient. 
 16. Governing Law. Except to the extent preempted by federal law, this Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of Delaware without regard to the principles thereof relating to the conflicts of laws. 

17. Receipt of Plan. The Grantee acknowledges receipt of a copy of the Plan, and represents that the Grantee is familiar with the terms
and provisions thereof, and hereby accepts the Option subject to all the terms and provisions of this Agreement and of the Plan. The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and
the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretation and determination shall be conclusive and binding upon the parties hereto and
any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. 

  
 -4- 








 18. Other Terms and Conditions. The foregoing does not modify or amend any terms of the
Plan. To the extent any provisions of the Agreement are inconsistent or in conflict with any terms or provisions of the Plan, the Plan shall govern. 

[Signature Page Follows] 

  
 -5- 








 IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

  

			
	Career Education Corporation
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Grantee
		
	By:	 	  

		
	Name:	 	  




  
 -6-