On June 3, 2009, Career Education Corporation (the "Company") issued a press release announcing, among other things, that Leonard A. Mariani, who served as the Company's Senior Vice President and Chief Marketing and Admissions Officer, left the Company to pursue other opportunities effective June 1, 2009.

In connection with his termination of employment, Mr. Mariani and the Company entered into a Separation Agreement and General Release (the "Agreement") on June 12th, 2009. Under the terms of the Agreement, Mr. Mariani will receive a lump sum payment of (1) severance pay of $350,000 (equal to 12 months of base wages, less applicable taxes and other withholdings, and (2) $72,870 (less applicable taxes and other withholdings) in lieu of any bonus for 2009. Provided that Mr. Mariani timely elects to continue insurance coverage under federal COBRA law, the Company will pay his COBRA premium for the period July 2009 through and including June 2010. In addition, the Company will pay for one year of access to executive-level outplacement services at a cost not to exceed $75,000.

The Agreement also provides that Mr. Mariani agrees (a) not to compete with the Company for a period of 52 weeks, (b) not to solicit the Company's employees, customers, students and certain other persons for a period of 18 months after his separation date and (c) to release claims against the Company (and its affiliates), as well as other customary provisions.

The description of the terms of the Agreement contained in this Current Report on Form 8-K/A does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached to this Report as Exhibit 10.1 and is incorporated by reference to this Report.

(a) None.

(b) None.

(c) None.

(d) Exhibits.

Exhibit
Number    Description of Exhibits
10.1      Separation Agreement and General Release dated June 12, 2009 by and
          between Career Education Corporation and Leonard A. Mariani