As filed with the Securities and Exchange Commission on May 25, 1999
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________
CORINTHIAN COLLEGES, INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware 33-0717312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707-5765
(714) 427-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________________
CORINTHIAN COLLEGES, INC. 1998 PERFORMANCE AWARD PLAN
(Full title of the plan)
___________________
David G. Moore
Corinthian Colleges, Inc.
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707-5765
(714) 427-3000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
David A. Krinsky
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-9600
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Amount offering Aggregate Amount of
securities to be price Offering Registration
to be registered registered per unit Price Fee
Common Stock, 529,134(1) $15.812 5(2) $8,366,932(2) $2,327(2)
par value shares
$0.0001 per
share
______________________________
(1) This Registration Statement covers, in addition
to the number of shares of Corinthian Colleges, Inc. Common Stock,
par value $0.0001 per share (the "Common Stock"), stated above,
options and other rights to purchase or acquire the shares of
Common Stock covered by the Prospectus and, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), an additional indeterminate number of shares
which by reason of certain events specified in the Corinthian
Colleges, Inc. 1998 Performance Award Plan (the "Plan") may become
subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering
price, per share and in the aggregate, and the registration fee
were calculated based upon the average of the high and low prices
of the Common Stock on May 18, 1999, as reported on The Nasdaq
Stock Market and published in The Western Edition of The Wall
Street Journal.
The Exhibit Index for this Registration Statement is at page 8.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Corinthian Colleges, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:
(a) The prospectus forming a part of the Company's
Registration Statement on Form S-1 filed with the
Commission on July 21, 1998 (Registration No. 333-
59505), including exhibits, as such Registration
Statement may be subsequently amended (collectively,
the "Form S-1 Registration Statement"), which contains
audited financial statements for the Company's latest
fiscal year for which such statements have been filed;
(b) The Company's Quarterly Reports on Forms 10-Q for the
Company's quarterly periods ended December 31, 1998
and March 31, 1999;
(c) The Company's Current Report on Form 8-K filed with
the Commission on March 4, 1999; and
(d) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed
with the Commission on January 21, 1999 (which
incorporates by reference the description of the
Common Stock included under the caption "Description
of Capital Stock" in the prospectus forming a part of
the Form S-1 Registration Statement).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
The Common Stock is registered pursuant to Section 12 of
the Exchange Act, and, therefore, the description of securities
is omitted.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that a
director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary
duty as a director except to the extent provided by applicable
law for any breach of the director's duty of loyalty to the
Corporation or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, pursuant to Section 174 of the Delaware
General Corporation Law (the "DGCL") or for any transaction from
which such director derived an improper personal benefit. Under
the DGCL, liability of a director may not be limited (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, and (iv) for any transaction
from which the director derives an improper personal benefit.
The effect of the provisions of the Company's Certificate of
Incorporation is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director
(including breaches resulting from negligent or grossly
negligent behavior), except as provided in the Company's
Certificate of Incorporation and in the situations described in
clauses (i) though (iv) above. This provision does not limit or
eliminate the rights of the Company or any stockholder to seek
nonmonetary relief such as an injunction or rescission in the
event of a breach of a director's duty of care. The Bylaws of
the Company provide that the Company will indemnify its
directors and officers to the fullest extent permitted by the
DGCL.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 8.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, executive officers and controlling persons
of the registrant pursuant to the provisions described
in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed
in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of
the registrant in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Santa Ana, State of California, on the 29 day of April,
1999.
By: /s/ David G. Moore
David G. Moore
President, Chief Executive
Officer and Director
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints David G. Moore and Frank J. McCord, or either of them
individually, his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ David G. Moore President, Chief Executive April 29, 1999
David G. Moore Officer and Director (Principal
Executive Officer)
/s/ Paul R. St. Pierre Executive Vice President, April 29, 1999
Paul R. St. Pierre Marketing and Admissions,
Secretary, Director
/s/ Frank J. McCord Executive Vice President April 29, 1999
Frank J. McCord and Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ Dr. Carol D'Amico Director April 29, 1999
Dr. Carol D'Amico
/s/ Jack D. Massimino Director April 29, 1999
Jack D. Massimino
/s/ Linda Arey Skladany Director April 29, 1999
Linda Arey Skladany
/s/ Loyal Wilson Director April 29, 1999
Loyal Wilson
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Corinthian Colleges, Inc. 1998 Performance Award Plan
(composite Plan document reflecting Amendment 1999-I
to the Plan).
4.2 Corinthian Colleges, Inc. 1998 Performance Award Plan
Form of Nonqualified Stock Option Agreement.
4.3 Corinthian Colleges, Inc. 1998 Performance Award Plan
Form of Incentive Stock Option Agreement.
5. Opinion of O'Melveny & Myers LLP (opinion re
legality).
23.1 Consent of Arthur Andersen LLP (consent of
independent
auditors).
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit
5).
24. Power of Attorney (included in this Registration
Statement under "Signatures").
<PAGE>
EXHIBIT 4.1
CORINTHIAN COLLEGES, INC.
1998 PERFORMANCE AWARD PLAN
(As Amended and Restated April 29, 1999)
<PAGE>
TABLE OF CONTENTS
Page
1. The Plan 1
1.1 Purpose 1
1.2 Administration and Authorization; Power and
Procedure 1
1.3 Participation 2
1.4 Shares Available for Awards; Share Limits 2
1.5 Grant of Awards 3
1.6 Award Period 3
1.7 Limitations on Exercise and Vesting of Awards 4
1.8 No Transferability; Limited Exception to Transfer
Restrictions 4
2. Options 5
2.1 Grants 5
2.2 Option Price 5
2.3 Vesting; Limits on Exercise; Other Limitations 6
2.4 Limitations on Grant and Terms of Incentive Stock
Options 6
2.5 Limits on 10% Holders 7
2.6 Option Repricing/Cancellation and Regrant/Waiver
of Restrictions 7
2.7 Options and Rights in Substitution for Stock
Options Granted by Other Corporations 7
3. Stock Appreciation Rights (Including Limited Stock
Appreciation Rights) 7
3.1 Grants 7
3.2 Exercise of Stock Appreciation Rights 8
3.3 Payment 8
3.4 Limited Stock Appreciation Rights 9
4. Restricted Stock Awards 9
4.1 Grants 9
4.2 Restrictions 9
4.3 Return to the Corporation 10
5. Performance Share Awards and Stock Bonuses 10
5.1 Grants of Performance Share Awards 10
5.2 Special Performance-Based Share Awards 10
5.3 Grants of Stock Bonuses 11
5.4 Deferred Payments 12
5.5 Cash Bonus Awards 12
6. Other Provisions 12
6.1 Rights of Eligible Persons, Participants and
Beneficiaries 12
6.2 Effects of Termination of Employment; Termination
of Subsidiary Status; Discretionary Provisions 13
6.3 Adjustments; Acceleration 14
6.4 Compliance with Laws 16
6.5 Tax Withholding 17
6.6 Plan Amendment, Termination and Suspension 18
6.7 Privileges of Stock Ownership 18
6.8 Effective Date of the Plan 18
6.9 Term of the Plan 18
6.10 Governing Law/Construction/Severability 19
6.11 Captions 19
6.12 Effect of Change of Subsidiary Status 19
6.13 Non-Exclusivity of Plan 19
7. Definitions 20
8. Non-Employee Director Options 24
8.1 Participation. 24
8.2 Annual Options Grants 24
8.3 Option Price 24
8.4 Option Period and Exercisability 24
8.5 Termination of Directorship 25
8.6 Adjustment; Accelerations; Terminations 25
8.7 Acceleration Upon a Change in Control Event 25
8.8 Amendment to Outstanding Awards 25
<PAGE>
CORINTHIAN COLLEGES, INC.
1998 PERFORMANCE AWARD PLAN
(As Amended and Restated April 29, 1999)
1. The Plan.
1.1 Purpose. The purpose of this Plan is to promote the success
of the Company and the interests of its stockholders by
attracting, motivating, retaining and rewarding directors,
officers, employees and other eligible persons with awards and
incentives for high levels of individual performance and improved
financial performance of the Company. Capitalized terms used
herein are defined in Section 7.
1.2 Administration and Authorization; Power and Procedure.
1.2.1 Committee. This Plan will be administered by and all
Awards will be authorized by the Committee. Action of
the Committee with respect to the administration of this
Plan will be taken pursuant to a majority vote or by
written consent of its members.
1.2.2 Plan Awards; Interpretation; Powers of Committee.
Subject to the express provisions of this Plan and any
express limitations on the delegated authority of a
Committee, the Committee will have the authority to:
(a) determine eligibility and the particular Eligible Persons
who will receive Awards;
(b) grant Awards to Eligible Persons, determine the price at
which securities will be offered or awarded and the amount
of securities to be offered or awarded to any of such
persons, and determine the other specific terms and
conditions of such Awards consistent with the express
limits of this Plan, and establish the installments
(if any) in which such Awards will become exercisable
or will vest, or determine that no delayed exercisability
or vesting is required, and establish the events of
termination or reversion of such Awards;
(c) approve the forms of Award Agreements (which need
not be identical either as to type of Award or among
Participants);
(d) construe and interpret this Plan and any agreements
defining the rights and obligations of the Company
and employee Participants under this Plan, further
define the terms used in this Plan, and prescribe,
amend and rescind rules and regulations relating
to the administration of this Plan;
(e) cancel, modify, or waive the Corporation's rights
with respect to, or modify, discontinue, suspend,
or terminate any or all outstanding Awards held by
Eligible Persons, subject to any required consent
under Section 6.6;
(f) accelerate or extend the exercisability or extend the
term of any or all such outstanding Awards within the
maximum ten-year term of Awards under Section 1.6;
and
(g) make all other determinations and take such other
action as contemplated by this Plan or as may be
necessary or advisable for the administration of
this Plan and the effectuation of its purposes.
Notwithstanding the foregoing, the provisions of
Section 8 shall be automatic and, to the maximum extent
possible, self-effectuating.
1.2.3 Binding Determinations. Any action taken by, or
inaction of, the Corporation, any Subsidiary, the Board or the
Committee relating or pursuant to this Plan will be within the
absolute discretion of that entity or body and will be conclusive
and binding upon all persons. No member of the Board or
Committee, or officer of the Corporation or any Subsidiary, will
be liable for any such action or inaction of the entity or body,
of another person or, except in circumstances involving bad
faith, of himself or herself. Subject only to compliance with
the express provisions hereof, the Board and Committee may act in
their absolute discretion in matters within their authority
related to this Plan.
1.2.4 Reliance on Experts. In making any determination or in
taking or not taking any action under this Plan, the Committee or
the Board, as the case may be, may obtain and may rely upon the
advice of experts, including employees of and professional
advisors to the Corporation. No director, officer or agent of
the Company will be liable for any such action or determination
taken or made or omitted in good faith.
1.2.5 Bifurcation of Plan Administration; Delegation.
Subject to the limits of Section 7, the Board may delegate
different levels of authority to different Committees with
administration and grant authority under this Plan, provided that
each designated Committee granting any Awards hereunder shall
consist exclusively of a member or members of the Board. A
majority of the members of the acting Committee shall constitute
a quorum. The vote of a majority of a quorum or the unanimous
written consent of the Committee shall constitute action by the
Committee. A Committee may delegate ministerial, non-
discretionary functions to individuals who are officers or
employees of the Company.
1.3 Participation. Discretionary Awards may be granted by the
Committee only to those persons that the Committee determines to
be Eligible Persons. An Eligible Person who has been granted an
Award may, if otherwise eligible, be granted additional Awards if
the Committee so determines.
1.4 Shares Available for Awards; Share Limits.
1.4.1 Shares Available. Subject to the provisions of
Section 6.3, the capital stock that may be delivered under this
Plan will be shares of the Corporation's authorized but unissued
Common Stock and any shares of its Common Stock held as treasury
shares. The shares may be delivered for any lawful
consideration.
1.4.2 Share Limits. The maximum number of shares of Common
Stock that may be delivered pursuant to Awards granted to
Eligible Persons under this Plan will not exceed 529,134 shares
(the "Share Limit"). The maximum number of shares subject to
those Options and Stock Appreciation Rights that are granted
during any calendar year to any one individual will be limited to
22,047 and the maximum individual limit on the number of shares
in the aggregate subject to all Awards that during any calendar
year are granted under this Plan to any one individual will be
22,047. Each of the foregoing numerical limits will be subject
to adjustment as contemplated by this Section 1.4 and
Section 6.3.
1.4.3 Share Reservation; Replenishment and Reissue of
Unvested Awards. No Award may be granted under this Plan unless,
on the date of grant, the sum of (i) the maximum number of shares
issuable at any time pursuant to such Award, plus (ii) the number
of shares that have previously been issued pursuant to Awards
granted under this Plan, other than reacquired shares available
for reissue consistent with any applicable legal limitations,
plus (iii) the maximum number of shares that may be issued at any
time after such date of grant pursuant to Awards that are
outstanding on such date, does not exceed the Share Limit.
Shares that are subject to or underlie Awards that expire or for
any reason are canceled or terminated, are forfeited, fail to
vest, or for any other reason are not paid or delivered under
this Plan, as well as reacquired shares, will again, except to
the extent prohibited by law, be available for subsequent Awards
under this Plan. Except as limited by law, if an Award is or may
be settled only in cash, such Award need not be counted against
any of the limits under this Section 1.4.
1.5 Grant of Awards. Subject to the express provisions of this
Plan, the Committee will determine the number of shares of Common
Stock subject to each Award, the price (if any) to be paid for
the shares or the Award and, in the case of performance share
awards, in addition to matters addressed in Section 1.2.2, the
specific objectives, goals and "business criteria" as such term
is used in Section 5.2 that further define the terms of the
performance share award. Each Award will be evidenced by an
Award Agreement signed by the Corporation and, if required by the
Committee, by the Participant.
1.6 Award Period. Any Option, SAR, warrant or similar right
shall expire and any other Award shall either vest or be
forfeited not more than 10 years after the date of grant;
provided, however, that any payment of cash or delivery of stock
pursuant to an Award may be delayed until a future date if
specifically authorized by the Committee in writing.
1.7 Limitations on Exercise and Vesting of Awards.
1.7.1 Provisions for Exercise. Unless the Committee
otherwise expressly provides, no Award will be exercisable
or will vest until at least six months after the initial
Award Date, and once exercisable an Award will remain
exercisable until the expiration or earlier termination
of the Award.
1.7.2 Procedure. Any exercisable Award will be deemed to be
exercised when the Corporation receives written notice of such
exercise from the Participant, together with any required payment
made in accordance with Section 2.2.2.
1.7.3 Fractional Shares/Minimum Issue. Fractional share
interests will be disregarded, but may be accumulated. The
Committee, however, may determine in the case of Eligible Persons
that cash, other securities, or other property will be paid or
transferred in lieu of any fractional share interests. No fewer
than 100 shares may be purchased on exercise of any Award at one
time unless the number purchased is the total number at the time
available for purchase under the Award.
1.8 No Transferability; Limited Exception to Transfer
Restrictions.
1.8.1 Limit On Exercise and Transfer. Unless otherwise
expressly provided in (or pursuant to) this Section 1.8, by
applicable law and by the Award Agreement, as the same may be
amended, (i) all Awards are non-transferable and will not be
subject in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge; Awards
will be exercised only by the Participant; and (ii) amounts
payable or shares issuable pursuant to an Award will be delivered
only to (or for the account of) the Participant.
1.8.2 Exceptions. The Committee may permit Awards to be
exercised by and paid only to certain persons or entities related
to the Participant pursuant to such conditions and procedures as
the Committee may establish. Any permitted transfer will be
subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate
and/or tax planning purposes and without consideration (other
than nominal consideration). Incentive Stock Options and
Restricted Stock Awards, however, will be subject to any and all
additional transfer restrictions under the Code.
1.8.3 Further Exceptions to Limits On Transfer. The exercise
and transfer restrictions in Section 1.8.1 will not apply to:
(a) transfers to the Corporation,
(b) the designation of a beneficiary to receive benefits if
the Participant dies or, if the Participant has died,
transfers to or exercises by the Participant's beneficiary,
or, in the absence of a validly designated beneficiary,
transfers by will or the laws of descent and distribution,
(c) transfers pursuant to a QDRO if approved or ratified by
the Committee,
(d) if the Participant has suffered a disability, permitted
transfers or exercises on behalf of the Participant by the
Participant's legal representative, or
(e) the authorization by the Committee of "cashless exercise"
procedures with third parties who provide financing for the
purpose of (or who otherwise facilitate) the exercise of
Awards consistent with applicable laws and the express
authorization of the Committee.
2. Options.
2.1 Grants. One or more Options may be granted under this
Section 2 to any Eligible Person. Each Option granted will be
designated in the applicable Award Agreement, by the Committee,
as either an Incentive Stock Option, subject to Section 2.4, or a
Nonqualified Stock Option.
2.2 Option Price.
2.2.1 Pricing Limits. The purchase price per share of the
Common Stock covered by each Option will be determined by the
Committee at the time of the Award, but will not be less than
100% (110% in the case of a Participant described in Section 2.5)
of the Fair Market Value of the Common Stock on the date of grant
and will not be less than the par value thereof.
2.2.2 Payment Provisions. The purchase price of any shares
purchased on exercise of an Option granted under this Section 2
will be paid in full at the time of each purchase in one or a
combination of the following methods: (i) in cash or by
electronic funds transfer; (ii) by certified or cashier's check
payable to the order of the Corporation; (iii) by notice and
third party payment in such manner as may be authorized by the
Committee; or (iv) by the delivery of shares of Common Stock of
the Corporation already owned by the Participant, but the
Committee may in its absolute discretion limit the Participant's
ability to exercise an Award by delivering such shares, and any
shares delivered that were initially acquired upon exercise of a
stock option must have been owned by the Participant at least six
months as of the date of delivery. Shares of Common Stock used
to satisfy the exercise price of an Option will be valued at
their Fair Market Value on the date of exercise. Without
limiting the generality of the foregoing, the Committee may
provide that the Option can be exercised and payment made by
delivering a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the
Corporation the amount of sale proceeds necessary to pay the
exercise price and, unless otherwise prohibited by the Committee
or applicable law, any applicable tax withholding under Section
6.5. The Corporation will not be obligated to deliver
certificates for the shares unless and until it receives full
payment of the exercise price therefor and any related
withholding obligations have been satisfied.
2.3 Vesting; Limits on Exercise; Other Limitations.
2.3.1 Vesting. Subject to Section 1.7, each Option shall
vest as of the date or dates determined by the Committee
and set forth in the applicable Award Agreement.
2.3.2 Limits on Exercise. Unless otherwise explicitly
provided by the Committee in the applicable Award Agreement, an
Option that is vested may be exercised only to the extent that it
has not expired or terminated and only after one of the following
times or events:
(a) one year, or such lesser period of time as the Committee may
permit, after (i) the closing of a bona fide, firm commitment
underwritten public offering of the Common Stock pursuant to
A registration statement declared effective under the
Securities Act, or (ii) a registration of the Corporation
under the Exchange Act if the Common Stock is then publicly
held;
(b) the receipt by the Participant of a notice from the
Corporation stating that the Corporation has entered into a
definitive agreement or the Board has adopted definitive
resolutions calling for the Corporation, subject to certain
terms and conditions, to effect a Change in Control Event and
stating that acceleration of exercisability will occur
pursuant to Section 6.3.2; or
(c) the date which is five years after the Effective Date.
An Option may be exercised only to the extent that it
is then both vested and exercisable.
2.4 Limitations on Grant and Terms of Incentive Stock Options.
2.4.1 $100,000 Limit. To the extent that the aggregate "Fair
Market Value" of stock with respect to which incentive stock
options first become exercisable by a Participant in any calendar
year exceeds $100,000, taking into account both Common Stock
subject to Incentive Stock Options under this Plan and stock
subject to incentive stock options under all other plans of the
Company or any parent corporation, such options will be treated
as Nonqualified Stock Options. For this purpose, the "Fair
Market Value" of the stock subject to options will be determined
as of the date the options were awarded. In reducing the number
of options treated as incentive stock options to meet the
$100,000 limit, the most recently granted options will be reduced
first. To the extent a reduction of simultaneously granted
options is necessary to meet the $100,000 limit, the Committee
may, in the manner and to the extent permitted by law, designate
which shares of Common Stock are to be treated as shares acquired
pursuant to the exercise of an Incentive Stock Option.
2.4.2 Option Period. Subject to Section 1.6, each Option and
all rights thereunder will expire no later than 10 years after
the Award Date.
2.4.3 Other Code Limits. Incentive Stock Options may only be
granted to Eligible Employees of the Corporation or a Subsidiary
that satisfies the other eligibility requirements of the Code.
There will be imposed in any Award Agreement relating to
Incentive Stock Options such other terms and conditions as from
time to time are required in order that the Option be an
"incentive stock option" as that term is defined in Section 422
of the Code.
2.5 Limits on 10% Holders. No Incentive Stock Option may be
granted to any person who, at the time the Option is granted,
owns (or is deemed to own under Section 424(d) of the Code)
shares of outstanding Common Stock possessing more than 10% of
the total combined voting power of all classes of stock of the
Corporation, unless the exercise price of such Option is at least
110% of the Fair Market Value of the stock subject to the Option
and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.
2.6 Option Repricing/Cancellation and Regrant/Waiver of
Restrictions. Subject to Section 1.4 and Section 6.6 and the
specific limitations on Awards contained in this Plan, the
Committee from time to time may authorize, generally or in
specific cases only, for the benefit of any Eligible Person any
adjustment in the exercise or purchase price, the vesting
schedule, the number of shares subject to, or the restrictions
upon or the term of, an Award granted under this Section 2 by
cancellation of an outstanding Award and a subsequent regranting
of an Award, by amendment, by substitution of an outstanding
Award, by waiver or by other legally valid means. Such amendment
or other action may result among other changes in an exercise or
purchase price that is higher or lower than the exercise or
purchase price of the original or prior Award, provide for a
greater or lesser number of shares subject to the Award, or
provide for a longer or shorter vesting or exercise period.
2.7 Options and Rights in Substitution for Stock Options Granted
by Other Corporations. Options and Stock Appreciation Rights may
be granted to Eligible Persons under this Plan in substitution
for employee stock options granted by other entities to persons
who are or who will become Eligible Persons in respect of the
Company, in connection with a distribution, merger or
reorganization by or with the granting entity or an affiliated
entity, or the acquisition by the Company, directly or
indirectly, of all or a substantial part of the stock or assets
of the employing entity.
3. Stock Appreciation Rights (Including Limited Stock
Appreciation Rights).
3.1 Grants. The Committee may grant to any Eligible Person
Stock Appreciation Rights either concurrently with the grant of
another Award or in respect of an outstanding Award, in whole or
in part, or independently of any other Award. Any Stock
Appreciation Right granted in connection with an Incentive Stock
Option will contain such terms as may be required to comply with
the provisions of Section 422 of the Code and the regulations
promulgated thereunder, unless the holder otherwise agrees.
3.2 Exercise of Stock Appreciation Rights.
3.2.1 Exercisability. Unless the Award Agreement or the
Committee otherwise provides, a Stock Appreciation Right related
to another Award will be exercisable at such time or times, and
to the extent, that the related Award will be exercisable.
3.2.2 Effect on Available Shares. To the extent that a Stock
Appreciation Right is exercised, only the actual number of
delivered shares of Common Stock will be charged against the
maximum amount of Common Stock that may be delivered pursuant
TO Awards under this Plan. The number of shares subject to
the Stock Appreciation Right and the related Option of the
Participant will, however, be reduced by the number of underlying
shares as to which the exercise related, unless the Award
Agreement otherwise provides.
3.2.3 Stand-Alone SARs. A Stock Appreciation Right granted
independently of any other Award will be exercisable pursuant to
the terms of the Award Agreement but in no event earlier than six
months after the Award Date, except in the case of death or Total
Disability.
3.2.4 Proportionate Reduction If an SAR extends to less than
all the shares covered by the related Award and if a portion of
the related Award is thereafter exercised, the number of shares
subject to the unexercised SAR shall be reduced only if and to
the extent that the remaining number of shares covered by such
related Award is less than the remaining number of shares subject
to such SAR.
3.3 Payment.
3.3.1 Amount. Unless the Committee otherwise provides, upon
exercise of a Stock Appreciation Right and the attendant
surrender of an exercisable portion of any related Award, the
Participant will be entitled to receive, subject to Section 6.5,
payment of an amount determined by multiplying:
(a) the difference (which shall not be less than zero) obtained
by subtracting the exercise price per share of Common Stock
under the related Award (if applicable) or the initial share
value specified in the Award from the Fair Market Value
of a share of Common Stock on the date of exercise of the
Stock Appreciation Right, by
(b) the number of shares with respect to which the Stock
Appreciation Right has been exercised.
3.3.2 Form of Payment. The Committee, in its sole
discretion, will determine the form in which payment will be made
of the amount determined under Section 3.3.1 above, either solely
in cash, solely in shares of Common Stock (valued at Fair Market
Value on the date of exercise of the Stock Appreciation Right),
or partly in such shares and partly in cash, but the Committee
will have determined that such exercise and payment are
consistent with applicable law. If the Committee permits the
Participant to elect to receive cash or shares (or a combination
thereof) on such exercise, any such election will be subject to
such conditions as the Committee may impose.
3.4 Limited Stock Appreciation Rights. The Committee may grant
to any Eligible Person Stock Appreciation Rights exercisable only
upon or in respect of a change in control or any other specified
event ("Limited SARs") and such Limited SARs may relate to or
operate in tandem or combination with, or substitution for,
Options, other SARs or other Awards (or any combination thereof),
and may be payable in cash or shares based on the spread between
the base price of the SAR and a price based upon or equal to the
Fair Market Value of the Common Stock during a specified period
or at a specified time within a specified period before, after or
including the date of such event.
4. Restricted Stock Awards.
4.1 Grants. The Committee may grant one or more Restricted
Stock Awards to any Eligible Person. Each Restricted Stock Award
Agreement will specify the number of shares of Common Stock to be
issued to the Participant, the date of such issuance, the
consideration for such shares (but not less than the minimum
lawful consideration under applicable state law) to be paid by
the Participant, the extent (if any) to which and the time (if
ever) at which the Participant will be entitled to dividends,
voting and other rights in respect of the shares prior to
vesting, and the restrictions (which may be based on performance
criteria, passage of time or other factors or any combination
thereof) imposed on such shares and the conditions of release or
lapse of such restrictions. Such restrictions will not lapse
earlier than six months after the Award Date, except to the
extent the Committee may otherwise provide. Stock certificates
evidencing shares of Restricted Stock pending the lapse of the
restrictions ("Restricted Shares") will bear a legend making
appropriate reference to the restrictions imposed hereunder and
will be held by the Corporation or by a third party designated by
the Committee until the restrictions on such shares have lapsed
and the shares have vested in accordance with the provisions of
the Award and Section 1.7. Upon issuance of the Restricted Stock
Award, the Participant may be required to provide such further
assurances and documents as the Committee may require to enforce
the restrictions.
4.2 Restrictions.
4.2.1 Pre-Vesting Restraints. Except as provided in
Sections 4.1 and 1.8, restricted shares comprising any Restricted
Stock Award may not be sold, assigned, transferred, pledged or
otherwise disposed of or encumbered, either voluntarily or
involuntarily, until the restrictions on such shares have lapsed
and the shares have become vested.
4.2.2 Dividend and Voting Rights. Unless otherwise provided
in the applicable Award Agreement, a Participant receiving a
Restricted Stock Award will be entitled to cash dividend and
voting rights for all shares issued even though they are not
vested, but such rights will terminate immediately as to any
Restricted Shares which cease to be eligible for vesting.
4.2.3 Cash Payments. If the Participant has paid or received
cash (including any dividends) in connection with the Restricted
Stock Award, the Award Agreement will specify whether and to what
extent such cash will be returned (with or without an earnings
factor) as to any restricted shares that cease to be eligible for
vesting.
4.3 Return to the Corporation. Unless the Committee otherwise
expressly provides, Restricted Shares that remain subject to
restrictions at the time of termination of employment, or are
subject to other conditions to vesting that have not been
satisfied by the time specified in the applicable Award
Agreement, will not vest and will be returned to the Corporation
in such manner and on such terms as the Committee provides.
5. Performance Share Awards and Stock Bonuses.
5.1 Grants of Performance Share Awards. The Committee may grant
Performance Share Awards to Eligible Employees based upon such
factors as the Committee deems relevant in light of the specific
type and terms of the award. An Award Agreement will specify the
maximum number of shares of Common Stock (if any) subject to the
Performance Share Award, the consideration (but not less than the
minimum lawful consideration) to be paid for any such shares as
may be issuable to the Participant, the duration of the Award and
the conditions upon which delivery of any shares or cash to the
Participant will be based. The amount of cash or shares or other
property that may be deliverable pursuant to such Award will be
based upon the degree of attainment over a specified period of
not more than 10 years (a "performance cycle") as may be
established by the Committee of such measure(s) of the
performance of the Company (or any part thereof) or the
Participant as may be established by the Committee. The
Committee may provide for full or partial credit, prior to
completion of such performance cycle or the attainment of the
performance achievement specified in the Award, in the event of
the Participant's death, Retirement, or Total Disability, a
Change in Control Event or in such other circumstances as the
Committee (consistent with Section 6.10.3(b), if applicable) may
determine.
5.2 Special Performance-Based Share Awards. Options or SAR's
granted with an exercise price not less than Fair Market Value at
the applicable date of grant for Section 162(m) purposes to
Eligible Employees which otherwise satisfy the conditions to
deductibility under Section 162(m) are deemed "Qualifying
Awards". Without limiting the generality of the foregoing, and
in addition to Qualifying Awards granted under other provisions
of this Plan, other performance-based awards within the meaning
of Section 162(m) ("Performance-Based Awards"), whether in the
form of restricted stock, performance stock, phantom stock or
other rights, the vesting of which depends on the performance of
the Company on a consolidated, segment, subsidiary, or division
basis, with reference to revenue growth, net earnings (before or
after taxes, interest, depreciation, and/or amortization), cash
flow, return on equity or on assets or on net investment, stock
appreciation, total stockholder return, or cost containment or
reduction, or any combination thereof (the "business criteria")
relative to preestablished performance goals, may be granted
under this Plan. To the extent so defined, these terms are used
as applied under generally accepted accounting principles and in
the Company's financial reporting. The applicable business
criterion or criteria and the specific performance goals must be
approved by the Committee in advance of applicable deadlines
under the Code and while the performance relating to such goals
remains substantially uncertain. The applicable performance
measurement period may not be less than one (except as provided
in Section 1.6) nor more than 10 years. Other types of
performance and non-performance awards may also be granted under
the other provisions of this Plan. The following provisions
relate to all Performance-Based Awards (other than Qualifying
Awards) granted under this Plan:
5.2.1 Eligible Class. The eligible class of persons for
Awards under this Section 5.2 is executive officers of the
Corporation.
5.2.2 Maximum Award. Subject to Section 1.4.2, in no event
will grants in any calendar year to any one individual under
this Section 5.2 relate to more than 22,047 shares or, (if
payable solely in cash) a cash amount of more than $200,000.
5.2.3 Committee Certification. To the extent required by
Section 162(m), before any Performance-Based Award under
this Section 5.2 is paid, the Committee must certify that
the material terms of the Performance-Based Award were
satisfied.
5.2.4 Terms and Conditions of Awards. The Committee will
have discretion to determine the restrictions or other
limitations of the individual Awards under this Section 5.2
(including the authority to reduce Awards, payouts or vesting
or to pay no Awards, in its sole discretion, if the Committee
preserves such authority at the time of grant by language to
this effect in its authorizing resolutions or otherwise).
5.2.5 Stock Payout Features. In lieu of cash payment of an
Award, the Committee may require or allow all or a portion
of the Award to be paid in the form of stock, Restricted
Shares, an Option, or another Award.
5.2.6 Adjustments for Material Changes. Performance goals or
other features of an Award under this Section 5.2 may provide
that they (i) shall be adjusted to reflect a change in
corporate capitalization, a corporate transaction (such as a
reorganization, combination, separation, or merger) or a
complete or partial corporate liquidation, or (ii) shall be
calculated either without regard for or to reflect any change
in accounting policies or practices affecting the Company
and/or the business criteria or performance goals or targets,
or (iii) shall be adjusted for any other circumstance or
event, or (iv) any combination of (i) through (iii), but
only to the extent in each case that such adjustment or
determination in respect of Performance-Based Awards would
be consistent with the requirements of Section 162(m) to
qualify as performance-based compensation.
5.3 Grants of Stock Bonuses. The Committee may grant a Stock
Bonus to any Eligible Person to reward exceptional or special
services, contributions or achievements in the manner and on such
terms and conditions (including any restrictions on such shares)
as determined from time to time by the Committee. The number of
shares so awarded will be determined by the Committee. The Award
may be granted independently or in lieu of a cash bonus.
5.4 Deferred Payments. The Committee may authorize for the
benefit of any Eligible Person the deferral of any payment of
cash or shares that may become due or of cash otherwise payable
under this Plan, and provide for accredited benefits thereon
based upon such deferment, at the election or at the request of
such Participant, subject to the other terms of this Plan. Such
deferral will be subject to such further conditions, restrictions
or requirements as the Committee may impose, subject to any then
vested rights of Participants.
5.5 Cash Bonus Awards.
5.5.1 Performance Goals. The Committee may establish a
program of annual incentive awards that are payable in cash
to Eligible Persons based upon the extent to which performance
goals are met during the performance period. The performance
goals may depend upon the performance of the Company on a
consolidated, subsidiary division basis with reference to any
one or combination of the business criteria (as such term is
used in Section 5.2). In addition, the award may depend upon
the Eligible Person's individual performance.
5.5.2 Payment in Restricted Stock. In lieu of cash payment
of an Award, the Committee may require or allow all or a
portion of the Award to be paid in the form of stock,
Restricted Stock, an Option or other Award.
6. Other Provisions.
6.1 Rights of Eligible Persons, Participants and Beneficiaries.
6.1.1 Employment Status. Status as an Eligible Person will
not be construed as a commitment that any Award will be made
under this Plan to an Eligible Person or to Eligible Persons
generally.
6.1.2 No Employment Contract. Nothing contained in this Plan
(or in any other documents related to this Plan or to any Award)
will confer upon any Eligible Person or other Participant any
right to continue in the employ or other service of the Company
or constitute any contract or agreement of employment or other
service, nor will interfere in any way with the right of the
Company to otherwise change such person's compensation or other
benefits or to terminate the employment of such person, with or
without cause, but nothing contained in this Plan or any related
document will adversely affect any independent contractual right
of such person without the Person's consent.
6.1.3 Plan Not Funded. Awards payable under this Plan will
be payable in shares or from the general assets of the
Corporation, and (except as provided in Section 1.4.3) no special
or separate reserve, fund or deposit will be made to assure
payment of such Awards. No Participant, Beneficiary or other
person will have any right, title or interest in any fund or in
any specific asset (including shares of Common Stock, except as
expressly otherwise provided) of the Company by reason of any
Award hereunder. Neither the provisions of this Plan (or of any
related documents), nor the creation or adoption of this Plan,
nor any action taken pursuant to the provisions of this Plan will
create, or be construed to create, a trust of any kind or a
fiduciary relationship between the Company and any Participant,
Beneficiary or other person. To the extent that a Participant,
Beneficiary or other person acquires a right to receive payment
pursuant to any Award hereunder, such right will be no greater
than the right of any unsecured general creditor of the Company.
6.1.4 Charter Documents. The Articles of Incorporation and
By-Laws of the Corporation, as either of them may be amended from
time to time, may provide for additional restrictions and
limitations with respect to the Common Stock (including
additional restrictions and limitations on the transfer of
shares). To the extent that these restrictions and limitations
are greater than those set forth in this Plan or any Award
Agreement, such restrictions and limitations shall apply to any
shares of Common Stock acquired pursuant to the exercise of
Awards and are incorporated herein by reference.
6.2 Effects of Termination of Employment; Termination of
Subsidiary Status; Discretionary Provisions.
6.2.1 Options - Resignation or Dismissal. Unless otherwise
provided in the Award Agreement and subject to earlier
termination pursuant to or as contemplated by Section 1.6
or 6.3, if the Participant's employment by (or other
service specified in the Award Agreement to) the Company
terminates for any reason (the date of such termination
being referred to as the "Severance Date") other than
due to Retirement, Total Disability or death, or "for cause"
(as determined in the sole discretion of the Committee),
the Participant will have until the later of the following
two dates to exercise an Option to the extent that it
is vested on the Severance Date: (i) the date which is
three months after the Severance Date, or (ii) the date
which is one month after the date the Option first becomes
exercisable pursuant to Section 2.3.2. In the case of a
termination "for cause", the Option will terminate on the
Severance Date (whether or not vested and/or exercisable).
In all cases, the Option, to the extent not vested on the
Severance Date, will terminate.
6.2.2 Options - Death or Disability. Unless otherwise
provided in the Award Agreement and subject to earlier
termination pursuant to or as contemplated by Section 1.6 or
6.3, if the Participant's employment by (or specified service
to) the Company terminates as a result of Total Disability or
death, or the Participant suffers a Total Disability or dies
within 30 days after a termination described in Section 6.2.1,
the Participant, the Participant's Personal Representative or
the Participant's Beneficiary, as the case may be, will have
until the later of the following two dates to exercise an
Option to the extent that it is vested on the Severance
Date: (i) the date which is twelve months after the Severance
Date, or (ii) the date which is one month after the date the
Option first becomes exercisable pursuant to Section 2.3.2.
The Option, to the extent not vested on the Severance Date,
will terminate.
6.2.3 Options - Retirement. Unless otherwise provided in the
Award Agreement and subject to earlier termination pursuant to
or as contemplated by Section 1.6 or 6.3, if the Participant's
employment by (or specified service to) the Company terminates as
a result of Retirement, the Participant, Participant's Personal
Representative or the Participant's Beneficiary, as the case may
be, will have until the later of the following two dates to
exercise an Option to the extent that it is vested on the
Severance Date: (i) the date which is twelve months after the
Severance Date, or (ii) the date which is one month after the
date the Option first becomes exercisable pursuant to Section
2.3.2. The Option, to the extent not vested on the Severance
Date, will terminate.
6.2.4 Certain SARs. Any SAR granted concurrently or in
tandem with an Option will have the same post-termination
provisions and exercisability periods as the Option to which it
relates, unless the Committee otherwise provides.
6.2.5 Other Awards. The Committee will establish in respect
of each other Award granted hereunder the Participant's rights
and benefits (if any) if the Participant's employment is
terminated and in so doing may make distinctions based upon the
cause of termination and the nature of the Award.
6.2.6 Committee Discretion. Notwithstanding the foregoing
provisions of this Section 6.2, in the event of, or in
anticipation of, a termination of employment with the Company
for any reason, other than discharge for cause, the Committee
may increase the portion of the Participant's Award available
to the Participant, or Participant's Beneficiary or Personal
Representative, as the case may be, or, subject to the provisions
of Section 1.6, extend the exercisability period upon such terms
as the Committee determines and expressly sets forth in or by
amendment to the Award Agreement.
6.3 Adjustments; Acceleration.
6.3.1 Adjustments. The following provisions will apply if
any extraordinary dividend or other extraordinary distribution
occurs in respect of the Common Stock (whether in the form of
cash, Common Stock, other securities, or other property), or
any reclassification, recapitalization, stock split (including
a stock split in the form of a stock dividend), reverse stock
split, reorganization, merger, combination, consolidation,
split-up, spin-off, combination, repurchase, or exchange of
Common Stock or other securities of the Corporation, or any
similar, unusual or extraordinary corporate transaction (or
event in respect of the Common Stock) or a sale of substantially
all the assets of the Corporation as an entirety occurs. The
Committee will, in such manner and to such extent (if any) as
it deems appropriate and equitable
(a) proportionately adjust any or all of (i) the number and
type of shares of Common Stock (or other securities) that
thereafter may be made the subject of Awards (including the
specific maxima and numbers of shares set forth elsewhere
in this Plan), (ii) the number, amount and type of shares
of Common Stock (or other securities or property) subject
to any or all outstanding Awards, (iii) the grant, purchase,
or exercise price of any or all outstanding Awards, (iv) the
securities, cash or other property deliverable upon exercise
of any outstanding Awards, or (v) the performance standards
appropriate to any outstanding Awards, or
(b) in the case of an extraordinary dividend or other
distribution, recapitalization, reclassification, merger,
reorganization, consolidation, combination, sale of assets,
split up, exchange, or spin off, make provision for a cash
payment or for the substitution or exchange of any or all
outstanding Awards or the cash, securities or property
deliverable to the holder of any or all outstanding Awards
based upon the distribution or consideration payable to
holders of the Common Stock upon or in respect of such event.
In each case, with respect to Incentive Stock Options, no
such adjustment will be made that would cause this Plan to
violate Section 422 or 424(a) of the Code or any successor
provisions without the written consent of the holders
materially adversely affected thereby. In any of such
events, the Committee may take such action sufficiently
prior to such event if necessary to permit the Participant
to realize the benefits intended to be conveyed with
respect to the underlying shares in the same manner as is
available to stockholders generally.
6.3.2 Acceleration of Awards Upon Change in Control. Unless
prior to a Change in Control Event the Committee determines that,
upon its occurrence, benefits under any or all Awards will not
accelerate or determines that only certain or limited benefits
under any or all Awards will be accelerated and the extent to
which they will be accelerated, and/or establishes a different
time in respect of such Change in Control Event for such
acceleration, then upon the occurrence of a Change in Control
Event
(a) each Option and Stock Appreciation Right will become
immediately vested and exercisable,
(b) Restricted Stock will immediately vest free of
restrictions, and
(c) each Performance Share Award will become payable
to the Participant.
However, in the case of a transaction intended to be
accounted for as a pooling of interests transaction,
the Committee shall have no discretion with respect to
the foregoing acceleration of Awards. The Committee
may override the limitations on acceleration in this
Section 6.3.2 by express provision in the Award
Agreement and may accord any Eligible Person a right to
refuse any acceleration, whether pursuant to the Award
Agreement or otherwise, in such circumstances as the
Committee may approve. Any acceleration of Awards will
comply with applicable legal requirements.
6.3.3 Possible Early Termination of Accelerated Awards. If
any Option or other right to acquire Common Stock under this
Plan has been fully accelerated as required or permitted by
Section 6.3.2 but is not exercised prior to (i) a dissolution
of the Corporation, or (ii) an event described in Section 6.3.1
that the Corporation does not survive, or (iii) the consummation
of an event described in Section 6.3.1 involving a Change in
Control Event approved by the Board, such Option or right will
terminate, subject to any provision that has been expressly made
by the Committee through a plan of reorganization approved by the
Board or otherwise for the survival, substitution, assumption,
exchange or other settlement of such Option or right.
6.3.4 Golden Parachute Limitations. Unless otherwise
specified in an Award Agreement, no Award will be accelerated
under this Plan to an extent or in a manner that would not be
fully deductible by the Company for federal income tax purposes
because of Section 280G of the Code, nor will any payment
hereunder be accelerated if any portion of such accelerated
payment would not be deductible by the Company because of
Section 280G of the Code. If a holder would be entitled to
benefits or payments hereunder and under any other plan or
program that would constitute "parachute payments" as defined in
Section 280G of the Code, then the holder may by written notice
to the Company designate the order in which such parachute
payments will be reduced or modified so that the Company is not
denied federal income tax deductions for any "parachute payments"
because of Section 280G of the Code.
6.4 Compliance with Laws.
6.4.1 General. This Plan, the granting and vesting of Awards under
this Plan and the offer, issuance and delivery of shares of
Common Stock and/or the payment of money under this Plan or under
Awards granted hereunder are subject to compliance with all
applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities law,
and federal margin requirements) and to such approvals by any
listing, regulatory or governmental authority as may, in the
opinion of counsel for the Corporation, be necessary or advisable
in connection therewith. Any securities delivered under this
Plan will be subject to such restrictions, and to any
restrictions the Committee may require to preserve a pooling of
interests under generally accepted accounting principles, and the
person acquiring such securities will, if requested by the
Corporation, provide such assurances and representations to the
Corporation as the Corporation may deem necessary or desirable to
assure compliance with all applicable legal requirements.
6.4.2 Compliance with Securities Laws. No Participant shall
sell, pledge or otherwise transfer shares of Common Stock
acquired pursuant to an Award or any interest in such shares
except in accordance with the express terms of this Plan and the
applicable Award Agreement. Any attempted transfer in violation
of this Section 6.4 shall be void and of no effect. Without in
any way limiting the provisions set forth above, no Participant
shall make any disposition of all or any portion of shares
acquired pursuant to an Award, except in compliance with all
applicable federal and state securities laws and unless and
until:
(a) there is then in effect a registration statement under the
Securities Act covering such proposed disposition and such
disposition is made in accordance with such registration
statement; or
(b) such disposition is made in accordance with Rule 144
under the Securities Act; or
(c) such Participant notifies the Corporation of the
proposed disposition and furnishes the Corporation
with a statement of the circumstances surrounding the
proposed disposition, and, if requested by the Corporation,
such Participant furnishes the Corporation with an opinion
of counsel acceptable to the Corporation's counsel, that
such disposition will not require registration under the
Securities Act and will be in compliance with all applicable
state securities laws.
Notwithstanding anything else herein to the contrary,
the Company has no obligation to register the Common
Stock or file any registration statement under either
federal or state securities laws.
6.5 Tax Withholding.
6.5.1 Provision for Tax Withholding Offset. Upon any
exercise, vesting, or payment of any Award or upon the
disposition of shares of Common Stock acquired pursuant to the
exercise of an Incentive Stock Option prior to satisfaction of
the holding period requirements of Section 422 of the Code, the
Company shall have the right at its option to (i) require the
Participant (or Personal Representative or Beneficiary, as the
case may be) to pay or provide for payment of the amount of any
taxes which the Company may be required to withhold with respect
to such Award event or payment, or (ii) deduct from any amount
payable in cash the amount of any taxes which the Company may be
required to withhold with respect to such cash payment. In any
case where a tax is required to be withheld in connection with
the delivery of shares of Common Stock under this Plan, the
Committee may in its sole discretion (subject to Section 6.4)
grant (either at the time of the Award or thereafter) to the
Participant the right to elect, pursuant to such rules and
subject to such conditions as the Committee may establish, to
have the Corporation reduce the number of shares to be delivered
by (or otherwise reacquire) the appropriate number of shares
valued at their then Fair Market Value, to satisfy such
withholding obligation.
6.6 Plan Amendment, Termination and Suspension.
6.6.1 Board Authorization. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend this
Plan, in whole or in part. No Awards may be granted during any
suspension of this Plan or after termination of this Plan, but
the Committee will retain jurisdiction as to Awards then
outstanding in accordance with the terms of this Plan.
6.6.2 Stockholder Approval. To the extent then required
under Sections 422 and 424 of the Code or any other applicable
law, or deemed necessary or advisable by the Board, any amendment
to this Plan shall be subject to stockholder approval.
6.6.3 Amendments to Awards. Without limiting any other
express authority of the Committee under but subject to the
express limits of this Plan, the Committee by agreement or
resolution may waive conditions of or limitations on Awards to
Eligible Persons that the Committee in the prior exercise of its
discretion has imposed, without the consent of a Participant, and
may make other changes to the terms and conditions of Awards that
do not affect in any manner materially adverse to the
Participant, the Participant's rights and benefits under an
Award.
6.6.4 Limitations on Amendments to Plan and Awards. No amendment,
suspension or termination of this Plan or change of or
affecting any outstanding Award will, without written consent
of the Participant, affect in any manner materially adverse to
the Participant any rights or benefits of the Participant or
obligations of the Corporation under any Award granted under
this Plan prior to the effective date of such change. Changes
contemplated by Section 6.3 will not be deemed to constitute
changes or amendments for purposes of this Section 6.6.
6.7 Privileges of Stock Ownership. Except as otherwise
expressly authorized by the Committee or this Plan, a Participant
will not be entitled to any privilege of stock ownership as to
any shares of Common Stock not actually delivered to and held of
record by the Participant. No adjustment will be made for
dividends or other rights as a stockholder for which a record
date is prior to such date of delivery.
6.8 Effective Date of the Plan. This Plan is effective upon its
approval by the Board (the "Effective Date"), subject to approval
by the stockholders of the Corporation within twelve months after
the date of such Board approval.
6.9 Term of the Plan. Unless earlier terminated by the Board,
this Plan will terminate at the close of business on the day
before the tenth anniversary of the Effective Date (the
"Termination Date") and no Awards may be granted under this Plan
after that date. Unless otherwise expressly provided in this
Plan or in an applicable Award Agreement, any Award granted prior
to the termination date may extend beyond such date, and all
authority of the Committee with respect to Awards hereunder,
including the authority to amend an Award, will continue during
any suspension of this Plan and in respect of Awards outstanding
on the termination date.
6.10 Governing Law/Construction/Severability.
6.10.1 Choice of Law. This Plan, the Awards, all documents
evidencing Awards and all other related documents will be
governed by, and construed in accordance with, the laws
of the state of Delaware.
6.10.2 Severability. If a court of competent jurisdiction
holds any provision invalid and unenforceable, the
remaining provisions of this Plan will continue in effect.
6.10.3 Plan Construction.
(a) Rule 16b-3. It is the intent of the Corporation that
transactions involving the Awards under this Plan, in
the case of Participants who are or may be subject to
Section 16 of the Exchange Act, satisfy to the extent
feasible the requirements for applicable exemptions
under Rule 16 so that such persons (unless they
otherwise agree) will be entitled to the benefits
of Rule 16b-3 or other exemptive rules under Section
16 of the Exchange Act in respect of those transactions
and will not be subjected to avoidable liability
thereunder.
(b) Section 162(m). It is the further intent of the Company
that Options or SARs with an exercise or base price not
less than Fair Market Value on the date of grant and
Performance-Based Awards under Section 5.2 of this Plan
that are granted to or held by a person subject to
Section 162(m) will qualify as performance-based
compensation under Section 162(m) to the extent that the
Committee authorizing the Award (or the payment thereof,
as the case may be) satisfies the administrative
requirements thereof. This Plan shall be interpreted
consistent with such intent.
6.11 Captions. Captions and headings are given to the sections
and subsections of this Plan solely as a convenience to
facilitate reference. Such headings will not be deemed in any
way material or relevant to the construction or interpretation of
this Plan or any provision thereof.
6.12 Effect of Change of Subsidiary Status. For purposes of this
Plan and any Award hereunder, if an entity ceases to be a
Subsidiary, a termination of employment and service will be
deemed to have occurred with respect to each Eligible Person in
respect of such Subsidiary who does not continue as an Eligible
Person in respect of another entity within the Company.
6.13 Non-Exclusivity of Plan. Nothing in this Plan will limit or
be deemed to limit the authority of the Board or the Committee to
grant awards or authorize any other compensation, with or without
reference to the Common Stock, under any other plan or authority.
7. Definitions.
"Award" means an award of any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, performance share award, dividend
equivalent or deferred payment right or other right or security
that would constitute a "derivative security" under Rule 16a-1(c)
of the Exchange Act, or any combination thereof, whether
alternative or cumulative, authorized by and granted under this
Plan.
"Award Agreement" means any writing setting forth the terms of an
Award that has been authorized by the Committee.
"Award Date" means the date upon which the Committee took the
action granting an Award or such later date as the Committee
designates as the Award Date at the time of the Award.
"Beneficiary" means the person, persons, trust or trusts
designated by a Participant, or, in the absence of a designation,
entitled by will or the laws of descent and distribution, to
receive the benefits specified in the Award Agreement and under
this Plan if the Participant dies, and means the Participant's
executor or administrator if no other Beneficiary is designated
and able to act under the circumstances.
"Board" means the Board of Directors of the Corporation.
"Change in Control Event" means any of the following:
(a) Approval by the stockholders of the Corporation of the
dissolution or liquidation of the Corporation;
(b) Approval by the stockholders of the Corporation of
an agreement to merge or consolidate, or otherwise
reorganize, with or into one or more entities that
are not Subsidiaries or other affiliates, as a
result of which less than 50% of the outstanding
voting securities of the surviving or resulting entity
immediately after the reorganization are, or will be,
owned, directly or indirectly, by stockholders of the
Corporation immediately before such reorganization
(assuming for purposes of such determination that
there is no change in the record ownership of the
Corporation's securities from the record date
for such approval until such reorganization and that
such record owners hold no securities of the other
parties to such reorganization), but including in
such determination any securities of the other parties
to such reorganization held by affiliates of the
Corporation);
(c) Approval by the stockholders of the Corporation of
the sale of substantially all of the Corporation's
business and/or assets to a person or entity that is
not a Subsidiary or other affiliate; or;
(d) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act but excluding any person
described in and satisfying the conditions of Rule
13d-1(b)(1) thereunder), other than a person that is
a stockholder of the Corporation on the Effective Date,
becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities of the Corporation representing more than
50% of the combined voting power of the Corporation's
then outstanding securities entitled to then vote
generally in the election of directors of the
Corporation; or
(e) During any period not longer than two consecutive years,
individuals who at the beginning of such period constituted
the Board cease to constitute at least a majority thereof,
unless the election, or the nomination for election by
the Corporation's stockholders, of each new Board member
was approved by a vote of at least three-fourths of the
Board members then still in office who were Board members
at the beginning of such period (including for these
purposes, new members whose election or nomination was
so approved).
"Code" means the Internal Revenue Code of 1986, as amended from
time to time.
"Commission" means the Securities and Exchange Commission.
"Committee" means the Board or any one or more committees of
director(s) appointed by the Board to administer this Plan with
respect to the Awards within the scope of authority delegated by
the Board. At least one committee will be comprised only of two
or more directors, each of whom, in respect of any decision
involving both (i) a Participant affected by the decision who is
or may be subject to Section 162(m), and (ii) compensation
intended as performance-based compensation within the meaning of
Section 162(m), will be Disinterested; in acting on any
transaction with or for the benefit of a Section 16 Person, the
participating members of such Committee also shall be Non-
Employee Directors within the meaning of Rule 16b-3.
"Common Stock" means the Class A Common Stock of the Corporation
and such other securities or property as may become the subject
of Awards, or become subject to Awards, pursuant to an adjustment
made under Section 6.3 of this Plan.
"Company" means, collectively, the Corporation and its
Subsidiaries.
"Corporation" means Corinthian Colleges, Inc., a Delaware
corporation, and its successors.
"Disinterested" means a director who is an "outside director"
within the meaning of Section 162(m) and any applicable legal or
regulatory requirements.
"Eligible Employee" means an officer (whether or not a director)
or employee of the Company.
"Eligible Person" means an Eligible Employee, or any Other
Eligible Person, as determined by the Committee.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
"Fair Market Value" on any date means (a) if the stock is listed
or admitted to trade on a national securities exchange, the
closing price of the stock on the Composite Tape, as published in
the Western Edition of The Wall Street Journal, of the principal
national securities exchange on which the stock is so listed or
admitted to trade, on such date, or, if there is no trading of
the stock on such date, then the closing price of the stock as
quoted on such Composite Tape on the next preceding date on which
there was trading in such shares; (b) if the stock is not listed
or admitted to trade on a national securities exchange, the
last/closing price for the stock on such date, as furnished by
the National Association of Securities Dealers, Inc. ("NASD")
through the NASDAQ National Market Reporting System or a similar
organization if the NASD is no longer reporting such information;
(c) if the stock is not listed or admitted to trade on a national
securities exchange and is not reported on the National Market
Reporting System, the mean between the bid and asked price for
the stock on such date, as furnished by the NASD or a similar
organization; or (d) if the stock is not listed or admitted to
trade on a national securities exchange, is not reported on the
National Market Reporting System and if bid and asked prices for
the stock are not furnished by the NASD or a similar
organization, the value as established by the Committee at such
time for purposes of this Plan. Any determination as to fair
market value made pursuant to this Plan shall be determined
without regard to any restriction other than a restriction which,
by its terms, will never lapse, and shall be conclusive and
binding on all persons.
"Incentive Stock Option" means an Option that is designated and
intended as an incentive stock option within the meaning of
Section 422 of the Code, the award of that contains such
provisions (including but not limited to the receipt of
stockholder approval of this Plan, if the award is made prior to
such approval) and is made under such circumstances and to such
persons as may be necessary to comply with that section.
"Nonqualified Stock Option" means an Option that is designated as
a Nonqualified Stock Option and will include any Option intended
as an Incentive Stock Option that fails to meet the applicable
legal requirements thereof. Any Option granted hereunder that is
not designated as an incentive stock option will be deemed to be
designated a nonqualified stock option under this Plan and not an
incentive stock option under the Code.
"Non-Employee Director" means a member of the Board of Directors
of the Corporation who is not an officer or employee of the
Company.
"Option" means an option to purchase Common Stock granted under
this Plan. The Committee will designate any Option granted to an
Eligible Person as a Nonqualified Stock Option or an Incentive
Stock Option.
"Other Eligible Person" means any individual consultant or
advisor or agent who renders or has rendered bona fide services
(other than services in connection with the offering or sale of
securities of the Company in a capital raising transaction) to
the Company or any Non-Employee Director, and who (to the extent
provided in the next sentence) is selected to participate in this
Plan by the Committee. A person who is neither an employee,
officer, nor director who provides bona fide services to the
Company may be selected as an Other Eligible Person only if such
person's participation in this Plan would not adversely affect
(a) the Corporation's eligibility to use Form S-8 to register
under the Securities Act, the offering of shares issuable under
this Plan by the Company, or (b) the Corporation's compliance
with any other applicable laws.
"Participant" means an Eligible Person who has been granted an
Award under this Plan and a Non-Employee Director who has
received an Option under Section 8 of this Plan.
"Performance Share Award" means an Award of a right to receive
shares of Common Stock under Section 5.1, or to receive shares of
Common Stock or other compensation (including cash) under
Section 5.2, the issuance or payment of which is contingent upon,
among other conditions, the attainment of performance objectives
specified by the Committee.
"Personal Representative" means the person or persons who, upon
the disability or incompetence of a Participant, has acquired on
behalf of the Participant, by legal proceeding or otherwise, the
power to exercise the rights or receive benefits under this Plan
by virtue of having become the legal representative of the
Participant.
"Plan" means this Corinthian Colleges, Inc. 1998 Performance
Award Plan, as it may hereafter be amended from time to time.
"QDRO" means a qualified domestic relations order.
"Restricted Shares" or "Restricted Stock" means shares of Common
Stock awarded to a Participant under this Plan, subject to
payment of such consideration, if any, and such conditions on
vesting (which may include, among others, the passage of time,
specified performance objectives or other factors) and such
transfer and other restrictions as are established in or pursuant
to this Plan and the related Award Agreement, for so long as such
shares remain unvested under the terms of the applicable Award
Agreement.
"Retirement" means retirement with the consent of the Company or,
from active service as an employee or officer of the Company on
or after attaining (a) age 55 with ten or more years of
employment with the Company, or (b) age 65.
"Rule 16b-3" means Rule 16b-3 as promulgated by the Commission
pursuant to the Exchange Act, as amended from time to time.
"Section 16 Person" means a person subject to Section 16(a) of
the Exchange Act.
"Section 162(m)" means Section 162(m) of the Code and the
regulations promulgated thereunder.
"Securities Act" means the Securities Act of 1933, as amended
from time to time.
"Stock Appreciation Right" or "SAR" means a right authorized
under this Plan to receive a number of shares of Common Stock or
an amount of cash, or a combination of shares and cash, the
aggregate amount or value of which is determined by reference to
a change in the Fair Market Value of the Common Stock.
"Stock Bonus" means an Award of shares of Common Stock granted
under this Plan for no consideration other than past services and
without restriction other than such transfer or other
restrictions as the Committee may deem advisable to assure
compliance with law.
"Subsidiary" means any corporation or other entity a majority of
whose outstanding voting stock or voting power is beneficially
owned directly or indirectly by the Corporation.
"Total Disability" means a "total and permanent disability"
within the meaning of Section 22(e)(3) of the Code and, with
respect to Awards other than Incentive Stock Options, such other
disabilities, infirmities, afflictions, or conditions as the
Committee may include.
8. Non-Employee Director Options.
8.1 Participation. Awards under this Section 8 shall be made
only to Non-Employee Directors and shall be evidenced by Award
Agreements substantially in the form of Exhibit A hereto.
8.2 Annual Options Grants.
8.2.1 Time of Initial Award. After February 28, 1999, if any
person who is not then an officer or employee of the Company
becomes a director of the Corporation, such person will
automatically be granted (without any action by the Board or
Committee) a Nonqualified Stock Option (the Award Date of which
shall be the date such person takes office) to purchase 6,000
shares of Common Stock.
8.2.2 Subsequent Annual Awards. Immediately following the
annual stockholders meeting in each year during the term of the
Plan commencing in 2000, there shall be granted automatically
(without any action by the Board or Committee) a Nonqualified
Stock Option (the Award Date of which shall be the date of such
annual stockholders meeting) to each Non-Employee Director then
continuing in office to purchase 3,000 shares of Common Stock.
8.2.3 Maximum Number of Shares. Grants under Section 8.2.1
or 8.2.2 that would otherwise exceed the maximum number of shares
under Section 1.4.1 shall be prorated within such limitation. A
Non-Employee Director shall not receive more than one
Nonqualified Stock Option under this Section 8.2 in any calendar
year.
8.3 Option Price. The purchase price per share of the Common
Stock covered by each Option granted pursuant to Section 8.2 will
be 100 percent of the Fair Market Value of the Common Stock on
the Award Date. The exercise price of any Option granted under
Section 8.2 will be paid in full at the time of each purchase in
cash or by check or in shares of Common Stock valued at their
Fair Market Value on the date of exercise of the Option, or
partly in such shares and partly in cash, provided that any such
shares used in payment shall have been owned by the Participant
at least six months prior to the date of exercise.
8.4 Option Period and Exercisability. Each Option granted under
Section 8.2 and all rights or obligations thereunder shall expire
ten years after the applicable Award Date and shall be subject to
earlier termination as provided below. Each Option granted under
Section 8.2.1 shall become vested at the rate of 50% of the
aggregate number of shares subject thereto on each of the first
and second anniversaries of the Award Date. Each Option granted
under Section 8.2.2 shall become fully (100%) vested on the first
anniversary of the Award Date. Options granted under Section 8.2
are subject to Section 2.3.2.
8.5 Termination of Directorship. If a Non-Employee Director's
services as a member of the Board terminate by reason of the Non-
Employee Director's death or Total Disability, such termination
shall have the following effect on an Option granted under
Section 8.2: (i) the next succeeding installment of the Option
(if the Option is not fully vested) shall immediately become
vested; (ii) the Option, to the extent then vested (or to the
extent that it becomes vested in accordance with clause (i))
shall remain exercisable (subject to Section 2.3.2) for one year
after the date of such termination or until the expiration of the
stated term of the Option, whichever first occurs; and (iii) the
Option, to the extent not vested (or to the extent that it does
not become vested in accordance with clause (i)), shall terminate
on the date of such termination.
If a Non-Employee Director's services as a member of the
Board terminate for any reason other than the Non-Employee
Director's death or Total Disability, such termination shall
have the following effect on an Option granted under Section
8.2: (i) the Option, to the extent not vested, shall
terminate on the date of such termination; (ii) any portion
of the Option which is then vested shall remain exercisable
(subject to Section 2.3.2) for 90 days after the later of
the date of such termination or the date the option first
becomes exercisable in accordance with Section 2.3.2,
subject to the expiration of the stated term of the Option.
8.6 Adjustment; Accelerations; Terminations. Options granted
under section 8.2 will be subject to adjustments, accelerations
and terminations as provided in Section 6.3, but only to the
extent that in the case of a Change in Control Event such effect
and any Board or Committee action in respect thereof is effected
pursuant to the terms of a reorganization agreement approved by
stockholders of the Corporation or is otherwise consistent with
the effect on Options held by persons other than executive
officers or directors of the Corporation (or, if there are none,
consistent in respect of the underlying shares with the effect on
stockholders generally).
8.7 Acceleration Upon a Change in Control Event. Upon the
occurrence of a Change in Control Event and acceleration under
Section 6.3.2, each Option granted under Section 8.2 will become
immediately vested and exercisable.
8.8 Amendment to Outstanding Awards. Options granted under
Section 8.2 may be amended by the Board in a manner permitted
under this Plan in respect of Options granted to Eligible Persons
generally.
<PAGE>
EXHIBIT A
CORINTHIAN COLLEGES, INC.
1998 PERFORMANCE AWARD PLAN
DIRECTOR STOCK OPTION AGREEMENT
THIS DIRECTOR STOCK OPTION AGREEMENT (this "Option
Agreement") dated as of the ___ day of _____________, ___, by and
between CORINTHIAN COLLEGES, INC., a Delaware corporation (the
"Corporation"), and ________________________________ (the
"Director").
R E C I T A L S
WHEREAS, the Corporation has adopted the Corinthian
Colleges, Inc. 1998 Performance Award Plan (the "Plan"); and
WHEREAS, pursuant to Section 8.2 of the Plan, the
Corporation has granted to the Director effective as of the ___
day of __________, ___ (the "Award Date"), a stock option to
purchase all or any part of ________ shares of the Corporation's
Common Stock, par value $0.0001 per share (the "Common Stock"),
subject to and upon the terms and conditions set forth in this
Option Agreement and in the Plan;
NOW, THEREFORE, in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived
herefrom, the parties agree as follows:
Section 1. Defined Terms.
Capitalized terms used herein and not otherwise defined
herein shall have the meaning assigned to such terms in the Plan.
Section 2. Grant of Option.
This Option Agreement evidences the Corporation's grant to
the Director of the right and option to purchase, subject to and
on the terms and conditions set forth in this Option Agreement
and in the Plan, all or any part of ______ shares of Common Stock
(the "Shares") at the price of $______ per Share (the "Option"),
exercisable from time to time, subject to the provisions of this
Option Agreement and the Plan, prior to the close of business on
the day before the tenth anniversary of the Award Date (the
"Expiration Date"). It is the intent of the Corporation that the
Option constitute a nonqualified stock option and not be deemed
to be an incentive stock option within the meaning of Section 422
of the Code.
Section 3. Exercisability of Option.
The Option shall become vested and exercisable as set forth
in Section 8.4 of the Plan.
To the extent that the Option is vested and exercisable, if
the Director does not in any year purchase all or any part of the
Shares to which the Director is entitled, the Director has the
right cumulatively thereafter to purchase any Shares not so
purchased and such right shall continue until the Option
terminates or expires. The Option shall only be exercisable in
respect of whole shares and fractional share interests shall be
disregarded. The Option may only be exercised as to at least 100
shares unless the number purchased is the total number at the
time available for purchase under the Option.
The vesting schedule requires continued service through each
applicable vesting date as a condition to the vesting of the
applicable installment of the Option and the rights and benefits
under this Option Agreement. Partial service, even if
substantial, during any vesting period will not (except as
provided in Section 5 below in the event of death or Total
Disability) entitle the Director to any proportionate vesting or
avoid or mitigate a termination of rights and benefits upon or
following a termination of services as provided in Section 5
below. The Option confers no rights to continued service as set
forth in Section 6.1 of the Plan.
Section 4. Method of Exercise of Option.
The Option shall be exercisable by the delivery to the
Secretary of the Corporation of a written notice stating the
number of Shares to be purchased pursuant to the Option and
accompanied by payment of the full purchase price (in a manner
provided in Section 8.3 of the Plan) of the Shares to be
purchased. In addition, the Director (or the Director's
Beneficiary or Personal Representative, as the case may be) must
furnish any written statements required pursuant to Section 6.4
of the Plan.
Section 5. Service; Effect of Termination of Service.
The Director agrees to serve as a director in accordance
with the Corporation's Certificate of Incorporation, bylaws, and
applicable law. If the Director's services as a member of the
Board terminate by reason of the Director's death or Total
Disability, the Option shall terminate as set forth in Section
8.5 of the Plan.
Section 6. Adjustments; Accelerations; Terminations.
The Option is subject to adjustments, accelerations, and
terminations as provided in Sections 8.7 and 8.8 of the Plan.
Section 7. Non-Transferability of and Other Restrictions.
Subject to limited exceptions set forth in Section 1.8 of
the Plan, the Option and any other rights of the Director under
this Option Agreement or the Plan are nontransferable.
Section 8. Plan.
The Option and all rights of the Director under this Option
Agreement are subject to, and the Director agrees to be bound by,
all of the terms and conditions of the Plan, incorporated herein
by this reference. In the event of a conflict or inconsistency
between the terms and conditions of this Option Agreement and of
the Plan, the terms and conditions of the Plan shall govern. The
Director acknowledges receipt of, and reading and understanding,
a copy of the Plan and agrees to be bound by the terms thereof.
Unless otherwise expressly provided in other sections of this
Option Agreement, provisions of the Plan that confer
discretionary authority on the Board (or the Committee) do not
(and shall not be deemed to) create any rights in the Director
unless such rights are expressly set forth herein or are
otherwise in the sole discretion of the Board (or the Committee)
so conferred by appropriate action of the Board (or the
Committee) under the Plan after the date hereof.
IN WITNESS WHEREOF, the Corporation has caused this Option
Agreement to be executed on its behalf by its duly authorized
officer and the Director has hereunto set his or her hand.
"THE CORPORATION"
CORINTHIAN COLLEGES, INC.,
a Delaware corporation
By:______________________________________
Print Name:______________________________
Its:_____________________________________
"THE DIRECTOR"
_________________________________________
Signature
_________________________________________
Print Name
_________________________________________
Address
_________________________________________
City, State, Zip Code
CONSENT OF SPOUSE
In consideration of the execution of the foregoing Director
Stock Option Agreement by Corinthian Colleges, Inc., I,
___________________________, the spouse of the Director therein
named, do hereby agree to be bound by all of the terms and
provisions thereof and of the Plan.
Dated: _________________, _____.____________________________________
Signature of Spouse
<PAGE>
EXHIBIT 4.2
CORINTHIAN COLLEGES, INC. 1998 PERFORMANCE AWARD PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement")
by and between CORINTHIAN COLLEGES, INC., a Delaware corporation (the
"Corporation"), and _____________________________ (the "Participant")
evidences the nonqualified stock option (the "Option") granted by the
Corporation to the Participant as to the number of shares of the
Corporation's Common Stock first set forth below.
Number of Shares of Common Stock: (1) ________
Exercise Price per Share: (2) $____________
Grant Date: (1) __________________
Expiration Date: (2) __________________
The Option is granted under the Corinthian Colleges, Inc. 1998
Performance Award Plan, as amended (the "Plan"), and subject to
the terms and conditions attached to this Option Agreement
(incorporated herein by this reference) and in the Plan. The
Option has been granted to the Participant in addition to, and not
in lieu of, any other form of compensation otherwise payable or to
be paid to the Participant. The Option is not and shall not be deemed to
be an incentive stock option within the meaning of Section 422 of the
Code. Capitalized terms are defined in the Plan if not defined
herein. The parties agree to the terms of the Option set forth
herein, and the Participant acknowledges receipt of the Plan.
"PARTICIPANT" CORINTHIAN COLLEGES, INC.
a Delaware corporation
_____________________________
Signature
By:_______________________
______________________________ Print Name:_______________
Print Name
______________________________ Title:_____________________
Address
________________________________
City, State, Zip Code
CONSENT OF SPOUSE
In consideration of the execution of the foregoing Nonqualified Stock
Option Agreement by Corinthian Colleges, Inc., I, _________________, the
spouse of the Participant therein named, do hereby agree to be bound by
all of the terms and provisions thereof, the terms and conditions attached
thereto, and of the Plan.
____________________________ ______________________
Signature of Spouse Date
__________________________
(1) Subject to adjustment under Section 6.3 of the Plan.
(2) Subject to early termination under Section 6.2 or 6.3
of the Plan.
<PAGE>
TERMS AND CONDITIONS OF OPTION
1. Vesting; Limits on Exercise.
The Option cannot be exercised until it vests and becomes
exercisable. Unless the Committee otherwise provides, the Option
will not vest or become exercisable in any circumstances prior to
the date that is six months after the Award Date. Thereafter,
the Option will become vested, subject to adjustments, as follows:
DATE (3) EXTENT OF VESTING (1,4)
. Exercisability. Vesting and exercisability are different
events. The Option shall not become exercisable prior to
the time set forth in Section 2.3.2 of the Plan.
. Cumulative Exercisability. To the extent that the Option
is vested and exercisable, the Participant has the right
to exercise the Option (to the extent not previously
exercised), and such right shall continue until the
expiration or earlier termination of the Option.
. No Fractional Shares. Fractional share interests shall
be disregarded, but may be cumulated.
. Minimum Exercise. No fewer than 100(1) shares of Common
Stock may be purchased at any one time, unless the number
purchased is the total number at the time exercisable
under the Option.
2. Continuance of Employment Required; No Employment
Commitment.
The vesting schedule requires continued service through each
applicable vesting date as a condition to the vesting of the
applicable installment of the Option and the rights
____________
(3) [Corporation: Insert date(s) on which vesting will occur.]
(4) [Corporation: Insert number of shares. Total must
equal the total number of shares subject to the
Option.]
and benefits under this Option Agreement. Partial service, even if
substantial, during any vesting period will not entitle the Participant
to any proportionate vesting or avoid or mitigate a termination of rights
and benefits upon or following a termination of employment or services as
provided in Section 4 below or under the Plan.
Nothing contained in this Option Agreement or the Plan constitutes
an employment commitment by the Company, affects the Participant's status
as an employee at will who is subject to termination without cause, confers
upon the Participant any right to remain employed by the Company or any
Subsidiary, interferes in any way with the right of the Company or any
Subsidiary at any time to terminate such employment, or affects the
right of the Company or any Subsidiary to increase or decrease the
Participant's other compensation.
3. Method of Exercise of Option.
The Option shall be exercisable by the delivery to the Secretary of
the Corporation of a written notice stating the number of shares of
Common Stock to be purchased pursuant to the Option and accompanied by:
. Delivery of an executed Exercise Agreement in
substantially the form attached hereto as Exhibit A
or such other form as from time to time may be
required by the Committee (the "Exercise Agreement");
. Payment in full for the Exercise Price of the shares to
be purchased, by check or electronic funds transfer to
the Corporation or certified or cashier's check payable
to the order of the Corporation, subject to such specific
procedures or directions as the Committee may establish;
. satisfaction of the tax withholding provisions of
Section 6.5 of the Plan; and
. any written statements or agreements required pursuant
to Section 6.4 of the Plan.
The Committee also may authorize a non-cash payment alternative
specified below at or prior to the time of exercise. In which
case, the Exercise Price and/or applicable withholding taxes, to
the extent so authorized, may be paid in full or in part by:
. notice and third party payment in such manner as may be
authorized by the Committee; and/or
. shares of Common Stock already owned by the
Participant, valued at their Fair Market Value on the
exercise date, provided, however, that any shares
initially acquired upon exercise of a stock option or
otherwise from the Corporation must have been owned by
the Participant for at least six (6) months before the
date of such exercise.
4. Early Termination of Option.
The Option, to the extent not previously exercised, and
all other rights hereunder, whether vested and exercisable
or not, shall terminate and become null and void prior to
the expiration date in the event of:
. the Participant's termination of employment or services
as provided in Section 6.2 of the Plan, or
. the termination of the Option pursuant to Section 6.3
of the Plan.
5. Non-Transferability.
The Option and any other rights of the Participant
under this Option Agreement or the Plan are nontransferable and
exercisable only by the Participant, except as set forth in
Section 1.8 of the Plan..
7. Notices.
Any notice to be given under the terms of this Option
Agreement or the Exercise Agreement shall be in writing and addressed
to the Corporation at its principal office to the attention of the
Secretary, and to the Participant at the address given beneath the
Participant's signature hereto, or at such other address as either
party may hereafter designate in writing to the other. Any such
notice shall be given only when received, but if the Participant is
no longer an Eligible Person, shall be deemed to have been duly given
by the Corporation when enclosed in a properly sealed envelope addressed
as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch
post office regularly maintained by the United States Government.
8. Plan.
The Option and all rights of the Participant under this Option
Agreement are subject to, and the Participant agrees to be bound by,
all of the terms and conditions of the Plan, incorporated herein by this
reference. In the event of a conflict or inconsistency between the
terms and conditions of this Option Agreement and of the Plan, the
terms and conditions of the Plan shall govern. The Participant
acknowledges receipt of a copy of the Plan and agrees to be bound by
the terms thereof. The Participant acknowledges reading and
understanding the Plan. Unless otherwise expressly provided in
other sections of this Option Agreement, provisions of the Plan that
confer discretionary authority on the Board or the Committee do not
and shall not be deemed to create any rights in the Participant
unless such rights are expressly set forth herein or are otherwise
in the sole discretion of the Board or the Committee so conferred by
appropriate action of the Board or the Committee under the Plan after
the date hereof.
9. Entire Agreement.
This Option Agreement (together with the form of Exercise
Agreement attached hereto) and the Plan together constitute the entire
agreement and supersede all prior understandings and agreements, written
or oral, of the parties hereto with respect to the subject matter
hereof. The Plan, this Option Agreement and the Exercise Agreement
may be amended pursuant to Section 6.6 of the Plan. Such amendment
must be in writing and signed by the Corporation. The Corporation
may, however, unilaterally waive any provision hereof or of the
Exercise Agreement in writing to the extent such waiver does not
adversely affect the interests of the Participant hereunder, but
no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision
hereof.
10. Governing Law; Limited Rights[; Stockholder
Approval].
10.1. Delaware Law. This Option Agreement shall be governed by
and construed and enforced in accordance with the laws of the State
of Delaware without regard to conflict of law principles thereunder.
10.2. Limited Rights. The Participant has no rights
as a stockholder of the Corporation with respect to the Option as
set forth in Section 6.7 of the Plan.
(Remainder of Page Intentionally Left Blank)
<PAGE>
EXHIBIT A
CORINTHIAN COLLEGES, INC.
1998 PERFORMANCE AWARD PLAN
OPTION EXERCISE AGREEMENT
The undersigned (the "Purchaser") hereby irrevocably elects
to exercise his/her right, evidenced by that certain Nonqualified Stock
Option Agreement dated as of ____________________ (the "Option
Agreement") under the Corinthian Colleges, Inc. 1998 Performance
Award Plan (the "Plan"), as follows:
. the Purchaser hereby irrevocably elects to purchase
__________________ shares of Common Stock (the "Shares")
of Corinthian Colleges, Inc. (the "Corporation"), and
. such purchase shall be at the price of $__________________
per share, for an aggregate amount of $__________________
(subject to applicable withholding taxes pursuant to Section
6.5 of the Plan).
Capitalized terms are defined in the Plan if not defined
herein.
Delivery of Share Certificate. The Purchaser requests that
a certificate representing the Shares be registered to Purchaser
and delivered to: _____________________________________________.
Plan and Option Agreement. The Purchaser acknowledges that all of
his/her rights are subject to, and the Purchaser agrees to be bound by,
all of the terms and conditions of the Plan and the Option Agreement,
both of which are incorporated herein by this reference. If a conflict
or inconsistency between the terms and conditions of this Exercise
Agreement and of the Plan or the Option Agreement shall arise, the
terms and conditions of the Plan and/or the Option Agreement shall
govern. The Purchaser acknowledges receipt of a copy of all documents
referenced herein and the current Plan Prospectus and acknowledges
reading and understanding these documents and having an opportunity
to ask any questions that he/she may have had about them.
"PURCHASER" ACCEPTED BY:
CORINTHIAN COLLEGES, INC.
_____________________________ a Delaware corporation
Signature
By:________________________
____________________________
Print Name Print Name:________________
________________________________
Address Title:____ ________________
________________________________ (To be completed by the
City, State, Zip Code corporation after the price
(including applicable
withholding taxes), value
(if applicable) and receipt
of funds is verified.)
<PAGE>
EXHIBIT 4.3
CORINTHIAN COLLEGES, INC. 1998 PERFORMANCE AWARD PLAN
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (this "Option Agreement")
by and between CORINTHIAN COLLEGES, INC., a Delaware corporation (the
"Corporation"), and _____________________________ (the "Participant")
evidences the incentive stock option (the "Option") granted by the
Corporation to the Participant as to the number of shares of the
Corporation's Common Stock first set forth below.
Number of Shares of Common Stock: (1) ________
Exercise Price per Share: (2) $____________
Grant Date: (1) __________________
Expiration Date: (2) __________________
The Option is granted under the Corinthian Colleges, Inc. 1998
Performance Award Plan, as amended (the "Plan"), and subject to
the terms and conditions attached to this Option Agreement
(incorporated herein by this reference) and in the Plan. The
Option has been granted to the Participant in addition to, and not
in lieu of, any other form of compensation otherwise payable or to
be paid to the Participant. The Option is intended to constitute
an incentive stock option within the meaning of Section 422 of the
Code. Capitalized terms are defined in the Plan if not defined
herein. The parties agree to the terms of the Option set forth
herein, and the Participant acknowledges receipt of the Plan.
"PARTICIPANT" CORINTHIAN COLLEGES, INC.
a Delaware corporation
_____________________________
Signature
By:_______________________
______________________________ Print Name:_______________
Print Name
______________________________ Title:_____________________
Address
________________________________
City, State, Zip Code
CONSENT OF SPOUSE
In consideration of the execution of the foregoing Incentive Stock
Option Agreement by Corinthian Colleges, Inc., I, _________________, the
spouse of the Participant therein named, do hereby agree to be bound by
all of the terms and provisions thereof, the terms and conditions attached
thereto, and of the Plan.
____________________________ ______________________
Signature of Spouse Date
__________________________
(1) Subject to adjustment under Section 6.3 of the Plan.
(2) Subject to early termination under Section 6.2 or 6.3
of the Plan.
<PAGE>
TERMS AND CONDITIONS OF OPTION
1. Vesting; Limits on Exercise.
The Option cannot be exercised until it vests and becomes
exercisable. Unless the Committee otherwise provides, the Option
will not vest or become exercisable in any circumstances prior to
the date that is six months after the Award Date. Thereafter,
the Option will become vested, subject to adjustments, as follows:
DATE (3) EXTENT OF VESTING (1,4)
. Exercisability. Vesting and exercisability are different
events. The Option shall not become exercisable prior to
the time set forth in Section 2.3.2 of the Plan.
. Cumulative Exercisability. To the extent that the Option
is vested and exercisable, the Participant has the right
to exercise the Option (to the extent not previously
exercised), and such right shall continue until the
expiration or earlier termination of the Option.
. No Fractional Shares. Fractional share interests shall
be disregarded, but may be cumulated.
. Minimum Exercise. No fewer than 100(1) shares of Common
Stock may be purchased at any one time, unless the number
purchased is the total number at the time exercisable
under the Option.
2. Continuance of Employment Required; No Employment
Commitment.
The vesting schedule requires continued service through each
applicable vesting date as a condition to the vesting of the
applicable installment of the Option and the rights
____________
(3) [Corporation: Insert date(s) on which vesting will occur.]
(4) [Corporation: Insert number of shares. Total must
equal the total number of shares subject to the
Option.]
and benefits under this Option Agreement. Partial service, even if
substantial, during any vesting period will not entitle the Participant
to any proportionate vesting or avoid or mitigate a termination of rights
and benefits upon or following a termination of employment or services as
provided in Section 4 below or under the Plan.
Nothing contained in this Option Agreement or the Plan constitutes
an employment commitment by the Company, affects the Participant's status
as an employee at will who is subject to termination without cause, confers
upon the Participant any right to remain employed by the Company or any
Subsidiary, interferes in any way with the right of the Company or any
Subsidiary at any time to terminate such employment, or affects the
right of the Company or any Subsidiary to increase or decrease the
Participant's other compensation.
3. Method of Exercise of Option.
The Option shall be exercisable by the delivery to the Secretary of
the Corporation of a written notice stating the number of shares of
Common Stock to be purchased pursuant to the Option and accompanied by:
. Delivery of an executed Exercise Agreement in
substantially the form attached hereto as Exhibit A
or such other form as from time to time may be
required by the Committee (the "Exercise Agreement");
. Payment in full for the Exercise Price of the shares to
be purchased, by check or electronic funds transfer to
the Corporation or certified or cashier's check payable
to the order of the Corporation, subject to such specific
procedures or directions as the Committee may establish;
. satisfaction of the tax withholding provisions of
Section 6.5 of the Plan; and
. any written statements or agreements required pursuant
to Section 6.4 of the Plan.
The Committee also may authorize a non-cash payment alternative
specified below at or prior to the time of exercise. In which
case, the Exercise Price and/or applicable withholding taxes, to
the extent so authorized, may be paid in full or in part by:
. notice and third party payment in such manner as may be
authorized by the Committee; and/or
. shares of Common Stock already owned by the
Participant, valued at their Fair Market Value on the
exercise date, provided, however, that any shares
initially acquired upon exercise of a stock option or
otherwise from the Corporation must have been owned by
the Participant for at least six (6) months before the
date of such exercise.
4. Early Termination of Option.
The Option, to the extent not previously exercised, and
all other rights hereunder, whether vested and exercisable
or not, shall terminate and become null and void prior to
the expiration date in the event of:
. the Participant's termination of employment or services
as provided in Section 6.2 of the Plan, or
. the termination of the Option pursuant to Section 6.3
of the Plan.
5. Non-Transferability.
The Option and any other rights of the Participant
under this Option Agreement or the Plan are nontransferable and
exercisable only by the Participant, except as set forth in
Section 1.8 of the Plan..
7. Notices.
Any notice to be given under the terms of this Option
Agreement or the Exercise Agreement shall be in writing and addressed
to the Corporation at its principal office to the attention of the
Secretary, and to the Participant at the address given beneath the
Participant's signature hereto, or at such other address as either
party may hereafter designate in writing to the other. Any such
notice shall be given only when received, but if the Participant is
no longer an Eligible Person, shall be deemed to have been duly given
by the Corporation when enclosed in a properly sealed envelope addressed
as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch
post office regularly maintained by the United States Government.
8. Plan.
The Option and all rights of the Participant under this Option
Agreement are subject to, and the Participant agrees to be bound by,
all of the terms and conditions of the Plan, incorporated herein by this
reference. In the event of a conflict or inconsistency between the
terms and conditions of this Option Agreement and of the Plan, the
terms and conditions of the Plan shall govern. The Participant
acknowledges receipt of a copy of the Plan and agrees to be bound by
the terms thereof. The Participant acknowledges reading and
understanding the Plan. Unless otherwise expressly provided in
other sections of this Option Agreement, provisions of the Plan that
confer discretionary authority on the Board or the Committee do not
and shall not be deemed to create any rights in the Participant
unless such rights are expressly set forth herein or are otherwise
in the sole discretion of the Board or the Committee so conferred by
appropriate action of the Board or the Committee under the Plan after
the date hereof.
9. Entire Agreement.
This Option Agreement (together with the form of Exercise
Agreement attached hereto) and the Plan together constitute the entire
agreement and supersede all prior understandings and agreements, written
or oral, of the parties hereto with respect to the subject matter
hereof. The Plan, this Option Agreement and the Exercise Agreement
may be amended pursuant to Section 6.6 of the Plan. Such amendment
must be in writing and signed by the Corporation. The Corporation
may, however, unilaterally waive any provision hereof or of the
Exercise Agreement in writing to the extent such waiver does not
adversely affect the interests of the Participant hereunder, but
no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision
hereof.
10. Governing Law; Limited Rights[; Stockholder
Approval].
10.1. Delaware Law. This Option Agreement shall be governed by
and construed and enforced in accordance with the laws of the State
of Delaware without regard to conflict of law principles thereunder.
10.2. Limited Rights. The Participant has no rights
as a stockholder of the Corporation with respect to the Option as
set forth in Section 6.7 of the Plan.
(Remainder of Page Intentionally Left Blank)
<PAGE>
EXHIBIT A
CORINTHIAN COLLEGES, INC.
1998 PERFORMANCE AWARD PLAN
OPTION EXERCISE AGREEMENT
The undersigned (the "Purchaser") hereby irrevocably elects
to exercise his/her right, evidenced by that certain Incentive Stock
Option Agreement dated as of ____________________ (the "Option
Agreement") under the Corinthian Colleges, Inc. 1998 Performance
Award Plan (the "Plan"), as follows:
. the Purchaser hereby irrevocably elects to purchase
__________________ shares of Common Stock (the "Shares")
of Corinthian Colleges, Inc. (the "Corporation"), and
. such purchase shall be at the price of $__________________
per share, for an aggregate amount of $__________________
(subject to applicable withholding taxes pursuant to Section
6.5 of the Plan).
Capitalized terms are defined in the Plan if not defined
herein.
Delivery of Share Certificate. The Purchaser requests that
a certificate representing the Shares be registered to Purchaser
and delivered to: _____________________________________________.
Plan and Option Agreement. The Purchaser acknowledges that all of
his/her rights are subject to, and the Purchaser agrees to be bound by,
all of the terms and conditions of the Plan and the Option Agreement,
both of which are incorporated herein by this reference. If a conflict
or inconsistency between the terms and conditions of this Exercise
Agreement and of the Plan or the Option Agreement shall arise, the
terms and conditions of the Plan and/or the Option Agreement shall
govern. The Purchaser acknowledges receipt of a copy of all documents
referenced herein and the current Plan Prospectus and acknowledges
reading and understanding these documents and having an opportunity
to ask any questions that he/she may have had about them.
Notice of Disposition. The Purchaser agrees to notify the
Corporation of any sale or disposition of any Shares which occurs
within two years after the Grant Date specified in the Option Agreement
or within one year after the date of this exercise of the option.
"PURCHASER" ACCEPTED BY:
CORINTHIAN COLLEGES, INC.
_____________________________ a Delaware corporation
Signature
By:________________________
____________________________
Print Name Print Name:________________
________________________________
Address Title:____ ________________
________________________________ (To be completed by the
City, State, Zip Code corporation after the price
(including applicable
withholding taxes), value
(if applicable) and receipt
of funds is verified.)
<PAGE>
[O'Melveny & Myers LLP Letterhead]
May 19, 1999
Corinthian Colleges, Inc.
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707-5764
Re: Registration on Form S-8 of Corinthian
Colleges, Inc. (the "Company")
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933,
as amended, of 529,134 shares of Common Stock, par value $0.0001
per share, of the Company (the "Common Stock"), to be issued pursuant
to the Corinthian Colleges, Inc. 1998 Performance Award Plan (the
"Plan"). We have examined the proceedings heretofore taken and to
be taken in connection with the authorization of the Plan and the
Common Stock to be issued pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact and
law as we have deemed relevant, we are of the opinion that the
Common Stock has been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8, of our report
dated August 28, 1998 included in Corinthian Colleges, Inc.'s Form S-1
for the year ended June 30, 1998 and to all references to our Firm in
this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Orange County, California
May 21, 1999
<PAGE>
