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CECO > SEC Filings for CECO > Form 8-K on 10-Mar-2014All Recent SEC Filings

Show all filings for CAREER EDUCATION CORP

Form 8-K for CAREER EDUCATION CORP


10-Mar-2014

Change in Directors or Principal Officers, Financial Statements and Exhibit


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

On March 4, 2014, the Compensation Committee (the "Committee") of the Board of Directors of Career Education Corporation (the "Company") approved revised base salary and incentive compensation targets for certain of the Company's "named executive officers" (as such term is defined in Item 402(a)(3) of Regulation S-K), including those who are expected to be named executive officers in the Company's 2014 proxy statement, as follows:

                                                                                                              Additional One-
                                                                                      Long Term                Time 2014 Long
                                                                                   Incentive Award             Term Incentive
                                                      Annual Incentive            Target under 2008             Award Target
                                                        Plan Target                     Plan                  under 2008 Plan
                                                      (as a % of Base              (as a % of Base            (as a % of Base
Name                            Base Salary               Salary)                      Salary)                    Salary)
Lysa Clemens                   $     390,500                         60 %                        125 %                      25 %
Jason Friesen                  $     400,000                         60 %                        125 %                      63 %
Colleen O'Sullivan             $     380,000                         60 %                        125 %                      50 %

The Committee also approved the following revised forms under the Career Education Corporation 2008 Incentive Compensation Plan (the "2008 Plan"):

a form of performance unit agreement, which is attached as Exhibit 10.1;

a form of stock option agreement, which is attached as Exhibit 10.2;

a form of restricted stock unit agreement, which is attached as Exhibit 10.3; and

a form of cash-settled restricted stock unit agreement, which is attached as Exhibit 10.4.

On March 4, 2014, the Committee granted long term incentive awards under the 2008 Plan pursuant to these forms. Awards to the named executive officers in the chart above were made 30% in stock options, 20% in restricted stock units (to be settled in stock) and 50% in performance units (to be settled in cash), with the amounts of such awards designed to achieve the long-term incentive award target value set forth above for each officer, including the additional one-time amount for 2014.

The terms of each award are determined by the Committee in its sole discretion and will be set forth in an individual's award agreements on these revised forms. Consistent with 2013, each 2014 performance unit award constitutes a right to receive an amount in cash which will be determined based on the target value established by the Committee for a grantee and the Company's relative total shareholder return over a three-year performance period as compared to a company peer group.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                              Description of Exhibits

10.1         Form of 2014 Performance Unit Agreement under the Career Education
             Corporation 2008 Incentive Compensation Plan (the "2008 Plan")

10.2         Form of Non-Qualified Stock Option Agreement under the 2008 Plan

10.3         Form of Restricted Stock Unit Agreement under the 2008 Plan
             (Time-Based)

10.4         Form of Cash-Settled Restricted Stock Unit Agreement under the 2008
             Plan (Time-Based)


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