Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

On November 2, 2009 (the "Date of Grant"), the Compensation Committee of the Board of Directors of Learning Tree International, Inc. (the "Company") approved the grant of the following equity awards under the Company's 2007 Equity Incentive Plan:

• 1,806 shares of common stock and 9,494 restricted stock units to Nicholas Schacht, President and Chief Executive Officer;

• 1,426 shares of common stock and 4,375 restricted stock units to Charles R. Waldron, Chief Financial Officer;

• 1,227 shares of common stock and 3,681 restricted stock units to David Booker, Chief Operating Officer; and

• 951 shares of common stock and 2,873 restricted stock units to Magnus Nylund, Chief Information Officer.

The shares of common stock were unrestricted.

The restricted stock units are represented by a Stock Award Agreement (the "Agreement"), a form of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference, and entitle a recipient to receive one-third (1/3) of the total number of shares subject to the award on each of the first three anniversaries of the Date of Grant if through such date the recipient has been continuously employed by, or has been a director of, the Company or its subsidiaries. A recipient will have no right to receive or be issued any shares of common stock under this award (i) if the Company does not report an operating profit for its 2010 fiscal year or (ii) with respect to any issuance scheduled to occur after the recipient ceases to be an employee or director of the Company or one of its subsidiaries (whether voluntarily or involuntarily).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Form of Stock Award Agreement.

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