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.
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)
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.)