Exhibit
10.1




Career Education Corporation


Restricted
Stock Grant


Cover
Page to Restricted Stock Agreement

(Remainder
of the Restricted Stock Agreement is attached hereto)


	
  Name of Participant:

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  



 


·      Total
Number of Shares of Restricted Stock Granted:                                  


·      Percentage of Granted Shares
which are

Time Based Only Vesting (“Time Vested Stock”):
                                 


·      Percentage of Granted Shares
which are

Performance and Time Based Vesting (“Performance
Vesting Stock”):                                  


The Compensation Committee reserves the right, in its sole discretion,
with respect to all or a portion of the Performance Vesting Stock, to determine
that certain performance criteria (which criteria will be communicated during
the 90-day period beginning on the Grant Date) have, or have not, been fully
achieved.  If the Compensation Committee,
in its sole discretion, determines that such performance criteria have not been
fully achieved, then the Compensation Committee, in its sole discretion, but
subject to the requirements of the Plan and the remainder of Restricted Stock
Agreement, shall determine that all, a portion, or none of the Performance
Vesting Stock may become Unrestricted Stock. 
Any shares of Performance Vesting Stock which the Compensation Committee
determines to not allow to become Unrestricted Stock shall, subject to the
terms of the Plan and the remainder of the Restricted Stock Agreement, never become
Unrestricted Stock.


This cover page is subject in all respects to the terms and provisions
of the remainder of the Restricted Stock Agreement and the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to
time unless such amendments are expressly intended not to apply to the grant of
Restricted Stock hereunder), all of which terms and provisions are made a part
of and incorporated into this cover page as if they were each expressly set
forth herein.  Any capitalized term not
defined in this cover page shall have the same meaning as is ascribed thereto
under the remainder of the Restricted Stock Agreement or, if not defined
therein, the Plan.  By executing below,
the Participant hereby acknowledges, (a) receipt of a true copy of the
remainder of the Restricted Stock Agreement, (b) that the Participant has read
the remainder of the Restricted Stock Agreement carefully and fully understands
its contents, (c) that the Participant has the right to request a copy of the
Plan for review, and (d) regardless of whether the Participant has actually
exercised his or her right to receive and review a copy of the Plan, that the
Participant is bound by the terms of the Plan. 
In the event of any conflict between the terms of this cover page and
the terms of the Plan, the terms of the Plan shall control.


IN
WITNESS WHEREOF, on the day and year first written above, the
Company and the Participant have (1) executed this cover page, and (2) by
executing this cover page, agreed to be bound by the rights and obligations
afforded to the Company and the Participant, respectively, under the remainder
of the Restricted Stock Agreement and the Plan, which remainder of the
Restricted Stock Agreement and Plan shall be binding upon the Company and the
Participant.


	
  CAREER EDUCATION CORPORATION

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  John M. Larson, Chairman,

  	
   

  	
   

  
	
   

  	
  President, and Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Participant’s Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Please complete your address and
then sign and return your signed original of this cover page to the Restricted
Stock Agreement within 30 days using the enclosed self-addressed envelope to Janelle McGeeney at CEC corporate.  Please retain a copy of this cover page, the
remainder of the Restricted Stock Agreement is for your records and does not
need to be returned.









 



RESTRICTED STOCK AGREEMENT


THIS RESTRICTED STOCK AGREEMENT along with
the cover page hereto (collectively, the “Agreement”), dated as of                             
(the “Grant Date”), is entered into between Career Education Corporation, a
Delaware corporation (the “Company”), and the person named as the Participant
on the cover page hereto (the “Participant”).


WHEREAS, the Company desires, by affording
the Participant an opportunity to receive shares of the Company’s Common Stock
as hereinafter provided, to carry out the purposes of the Career Education
Corporation 1998 Employee Incentive Compensation Plan, as amended (the “Plan”);
and


WHEREAS, the Committee has duly made all
determinations necessary or appropriate to the grants hereunder;


NOW, THEREFORE, in consideration of the
above premises and the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto have agreed, and do hereby
agree, as follows:


1.             Definitions.


For
purposes of the Agreement, the definitions of capitalized terms contained in
the Plan are hereby incorporated herein by reference, except to the extent that
any term is specifically defined in this Agreement.


2.             Grant
of Restricted Stock.


Subject
to and upon the terms and conditions set forth in this Agreement, the Company
hereby grants to Participant, as a matter of separate agreement and not in lieu
of salary or any other compensation for services, that number of shares of
Restricted Stock of the Company as set forth on the cover page hereto,
effective as of the Grant Date, and the Participant hereby accepts the grant of
Common Shares on a restricted basis, as set forth herein.


3.             Stock
Certificates and Escrow.


Upon
issuance, the certificates for Restricted Stock shall be held in escrow by the
Company until, and to the extent, the Restricted Stock shall cease to be
restricted and shall become non-forfeitable, and the Participant shall own such
shares free of all restrictions otherwise imposed by this Agreement.  Restricted Stock, together with any assets or
securities held in escrow hereunder, shall be (i) surrendered to the Company
for cancellation upon forfeiture, if any, of such Restricted Stock by the
Participant hereunder or (ii) subject to the provisions of Paragraph 5,
released to the Participant to the extent the Restricted Stock are no longer
subject to any of the restrictions otherwise imposed by this Agreement.



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4.             Limitations
on Transferability.


At
any time prior to vesting in accordance with Paragraph 5, the Restricted Stock
or any interest therein cannot be directly or indirectly transferred, sold,
assigned, pledged, hypothecated, encumbered or otherwise disposed of.


5.             Dates
of Vesting.


Subject
to the provisions of Paragraphs 6 and 7 of this Agreement, the Restricted Stock
shall cease to be restricted and shall become non-forfeitable (thereafter being
referred to as “Unrestricted Stock”), (i) with respect to a designated
portion of the Restricted Stock as set forth on the cover page hereto (the “Time
Vested Stock”), on the date that is three years from the date of
grant, and (ii) with respect to a designated portion of the
Restricted Stock as set forth on the cover page hereto (the “Performance
Vesting Stock”), on the three-year anniversary of the Grant Date, provided that
the Compensation Committee has, previous to such three-year anniversary,
determined in its sole and complete discretion that certain specified
compliance performance criteria have been satisfied, but only to the extent and
in the proportion that such compliance performance criteria have been
determined by the Compensation Committee, in its sole and complete discretion,
to have been satisfied; in each case provided that the Participant
has been in the continuous employ of the Company and/or one of its
subsidiaries from the Grant Date until the three-year anniversary of the
Grant Date.  Any shares of Performance Vesting Stock which will never
become Unrestricted Stock as a result of the determination of the Compensation
Committee pursuant to this Paragraph 5 shall be forfeited by the
Participant.  The Compensation Committee’s
determination pursuant to this Paragraph 5 shall be final and binding upon the
Participant.


6.             Termination
of Employment.


Notwithstanding
anything to the contrary in the Plan or in this Agreement, the provisions of
this Paragraph 6 shall apply in the event the Participant incurs a Termination
of Employment at any time prior to the date on which the Restricted Stock shall
become Unrestricted Stock as set forth in Paragraph 5:


(a)           Should
the Participant incur a Termination of Employment by reason of death or
Disability at any time prior to the date on which the Restricted Stock shall
cease to be restricted and shall become non-forfeitable as set forth in
Paragraph 5, then all the shares of  Time
Vested Stock immediately shall become Unrestricted Stock, and the Participant
immediately shall own such shares free of all restrictions otherwise imposed by
this Agreement.  If, at such time, the
Compensation Committee has not yet made the determination required under
Paragraph 5 hereof regarding the extent to which the Performance Vesting Stock
shall be forfeited by the Participant, then all shares of the Performance
Vesting Stock shall become Unrestricted Stock at such time and the Participant
immediately shall own such shares free of all restrictions otherwise imposed by
this Agreement.  If, however, at such time,
the Compensation Committee has made the determination required under Paragraph
5 hereof regarding the extent to which the Performance Vesting Stock shall be
forfeited by the Participant, then at such time, 



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only those shares
of Performance Vesting Stock which, pursuant to the determination of the
Compensation Committee, would have eventually become Unrestricted Stock
(assuming the satisfaction of the other requirements of Paragraph 5 hereof),
shall become Unrestricted Stock, and the Participant immediately shall own such
shares free of all restrictions otherwise imposed by this Agreement.


(b)           Should
the Participant incur a Termination of Employment for any reason other than
death or Disability, then the shares of Restricted Stock which have not previously
become Unrestricted Stock as set forth in Paragraph 5 shall be forfeited
immediately.


7.             Change
in Control.


Notwithstanding
anything to the contrary in the Plan or in this Agreement, in the event of a
Change in Control at any time prior to the date on which the Restricted Stock
shall become Unrestricted Stock as set forth in Paragraph 5, then all the
shares of  Time Vested Stock immediately
shall become Unrestricted Stock, and the Participant immediately shall own such
shares free of all restrictions otherwise imposed by this Agreement.  If, at such time, the Compensation Committee
has not yet made the determination required under Paragraph 5 hereof regarding
the extent to which the Performance Vesting Stock shall be forfeited by the
Participant, then all shares of the Performance Vesting Stock shall become
Unrestricted Stock at such time and the Participant immediately shall own such
shares free of all restrictions otherwise imposed by this Agreement.  If, however, at such time, the Compensation
Committee has made the determination required under Paragraph 5 hereof
regarding the extent to which the Performance Vesting Stock shall be forfeited
by the Participant, then at such time, only those shares of Performance Vesting
Stock which, pursuant to the determination of the Compensation Committee, would
have eventually become Unrestricted Stock (assuming the satisfaction of the
other requirements of Paragraph 5 hereof), shall become Unrestricted Stock, and
the Participant immediately shall own such shares free of all restrictions
otherwise imposed by this Agreement.


8.             Liability
of Company.


The
inability of Company to obtain approval from any regulatory body having
authority deemed by the Company to be necessary to the lawful issuance and
transfer of any Restricted Stock pursuant to this Agreement shall relieve the
Company of any liability with respect to the non-issuance or transfer of
the Restricted Stock as to which such approval shall not have been obtained.
The Company, however, shall use its best efforts to obtain all such approvals.


9.             Adjustment
in Restricted Stock.


The Committee
may make or provide for such adjustments as provided for in Section 4.6 of the
Plan.


10.           Plan.


Notwithstanding
any other provision of this Agreement, the Restricted Stock is granted pursuant
to the Plan, as shall be adopted by the Company, and is subject to all the
terms and conditions of the Plan, as the same may be amended from time to time;
provided, however, that 



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no provision of
the Plan shall deprive the Participant, without the Participant’s consent, of
any of Participant’s rights under this Agreement.  Notwithstanding the foregoing, the Committee
may amend the Plan or this Agreement without the Participant’s consent to the
extent that the Committee deems it necessary or appropriate to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
any regulation promulgated, or guidance released, thereunder.


The
reasonable interpretation and construction by the Committee of the Plan and
this Agreement and such rules and regulations as may be adopted by the
Committee for the purpose of administering the Plan, shall be final and binding
upon the Participant.


11.           Stockholder
Rights.


The
Participant shall be entitled to receive any dividends that become payable on
or after the Grant Date with respect to any Restricted Stock; provided,
however, that no dividends shall be payable to, or for the benefit of, the
Participant for Restricted Stock with respect to record dates occurring prior
to the Grant Date, or with respect to record dates occurring on or after the
date, if any, on which the Participant has forfeited such  Restricted Stock.  The Participant shall be entitled to vote the
Restricted Stock on or after the Grant Date to the same extent as would have
been applicable to the Participant if the Restricted Stock had then been fully
vested and non-forfeitable; provided, however, that the Participant shall not
be entitled to vote the Restricted Stock with respect to record dates for such
voting rights occurring prior to the Grant Date, or with respect to record
dates occurring on or after the date, if any, on which the Participant has
forfeited the Restricted Stock.


12.           Employment
Rights.


Nothing
in this Agreement or in the Plan shall confer upon the Participant any right to
continue in the employ of the Company (or any of its Affiliates) for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Company (or any such Affiliate) or the Participant, which rights
are hereby expressly reserved by each party, to Terminate the Employment of the
Participant at any time for any reason whatsoever, with or without cause or
give the Participant any right to participate in any employee welfare or
benefit plan or other program (other than the Plan) of the Company or any of
its Affiliates.


13.           Disclosure
Rights.


The
Company (or any Affiliate) shall not have any duty or obligation to disclose
affirmatively to a record or beneficial holder of Common Shares, Restricted
Stock or Unrestricted Stock, and such holder shall have no right to be advised
of, any material information regarding the Company at any time prior to, upon
or in connection with receipt of Restricted Stock.



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14.           Governing
Law.


The
interpretation, performance, and enforcement of this Agreement shall be
governed by and enforced in accordance with the laws of the State of Illinois
(other than its laws respecting choice of law).


15.           Compliance
with Laws and Regulations.


(a)           The
issuance of Restricted Stock shall be subject to compliance by the Company and
Participant with all applicable requirements of law relating thereto and with
all applicable regulations of any stock exchange on which shares of the Company’s
Stock may be listed at the time of such exercise and issuance.


(b)           In
connection with the grant of Restricted Stock, the Participant shall execute
and deliver to the Company such representations in writing as may be requested
by the Company in order for it to comply with the applicable requirements of
Federal and State securities laws.


16.           Successors
and Assigns.


Except
as otherwise expressly set forth in this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the succeeding
administrators, heirs, and legal representatives of the Participant and the
successors and assigns of the Company.


17.           Changes
in Company’s Capital Structure.


This
Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.


18.           Notices.


Any
notices, consents, or other communication required to be sent or given
hereunder by any of the parties shall in every case be in writing and shall be
deemed properly served if (a) delivered personally, (b) sent by registered or
certified mail, in all such cases with first class postage prepaid, return
receipt requested, (c) delivered to a nationally recognized overnight courier
service or (d) sent by facsimile transmission (with a copy sent by first class
mail) to the parties at the addresses set forth below:


If to the Company:               Career
Education Corporation

2895 Greenspoint Pkwy.

Suite 600

Hoffman Estates, IL 60195

Attention: Janice Block



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With a copy to:                    Career
Education Corporation

2895 Greenspoint Pkwy.

Suite 600

Hoffman Estates, IL 60195

Attention:  Kenneth Zilch


If
to the Participant, at the address set forth on the cover page hereto.


19.           Construction.


Notwithstanding
any other provision of this Agreement, this Agreement and the Restricted Stock
granted hereunder are made and granted pursuant to the Plan and are in all
respects limited by and subject to the express provisions of the Plan, as
amended from time to time. The reasonable interpretation and construction of
the Plan, this Agreement and the Restricted Stock by the Committee, and such
rules and regulations as may be adopted by the Committee for the purpose of
administering the Plan, shall be final and binding upon the Participant (or any
other person or persons holding the Restricted Stock).


20.           Entire
Agreement.


This
Agreement, together with the Plan, constitute 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
transaction.


21.           Amendment.


Any amendment
to this Agreement shall be in writing and signed by the Company and the
Participant.


22.           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.


23.           Counterparts.


This Agreement
(including the cover page hereto) 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.


24.           Headings.


The headings
contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.



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25.           Severability.


If any
provision of this Agreement shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not effect any other
provision hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision were omitted.


26.           Tax
Consequences.


The
Participant acknowledges and agrees that he is responsible for the tax
consequences with respect to the grant of the Restricted Stock or the lapse of
restrictions otherwise imposed by this Agreement.  The Participant further acknowledges that it
is the Participant’s responsibility to obtain any advice that the Participant
deems necessary or appropriate with respect to any and all tax matters that may
exist as a result of the grant of Restricted Stock or the lapse of restrictions
otherwise imposed by this Agreement. 
Notwithstanding any other provision of this Agreement, the Restricted
Stock, together with any other assets or securities held in escrow hereunder,
shall not be released to the Participant unless, as provided in Section 13.6(c)
of the Plan, the Participant shall have paid to the Company, or made
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to the grant of the Restricted Stock or the lapse of restrictions
otherwise imposed by this Agreement.


IN
WITNESS WHEREOF, the parties hereto have acknowledged
their rights and obligations under this Restricted Stock Agreement as of the
day and year first above written, by signing the cover page hereto.


 



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