On February 25, 2009, the Compensation Committee of the Board of Directors of Career Education Corporation approved revised forms of option agreements and restricted stock award agreements under the Career Education Corporation 2008 Incentive Compensation Plan. The award agreements, utilized for awards to eligible employees, have been amended to include certain restrictive covenants, including non-compete and non-solicitation provisions. The foregoing description of the award agreements is qualified in its entirety by reference to the provisions of the agreements, which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K.

(d) Exhibits

     Exhibit
     Number    Description of Exhibits
     10.1      Form of Non-Qualified Stock Option Agreement (General Counsel)

     10.2      Form of Restricted Stock Agreement (General Counsel)

     10.3      Form of Non-Qualified Stock Option Agreement

     10.4      Form of Restricted Stock Agreement