S-8

As filed with the Securities and Exchange Commission on August 26, 2005

Registration No. 333 -               

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LAUREATE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Maryland	52-1492296
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)
1001 Fleet Street Baltimore, Maryland	21202
(Address of principal executive offices)	(Zip Code)

LAUREATE EDUCATION, INC. 2005 STOCK INCENTIVE PLAN

LAUREATE EDUCATION, INC. 2003 STOCK INCENTIVE PLAN

LAUREATE EDUCATION, INC. 1998 STOCK INCENTIVE PLAN

(Full title of plan)

(Name, address and telephone number of agent for service)	(Copy to:)
Robert W. Zentz	Richard C. Tilghman, Esquire
Laureate Education, Inc.	DLA Piper Rudnick Gray Cary US LLP
1001 Fleet Street	6225 Smith Avenue
Baltimore, Maryland 21202	Baltimore, Maryland 21209-3600
(410) 843-8043	(410) 580-3000

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
2005 Stock Incentive Plan	105,000	$	46.38	(1)	$	4,869,900	(1)	$	573.19	(1)
Common Stock, $0.01 par value	1,145,000	$	43.07	(1)	$	49,315,150	(1)	$	5,804.39	(1)
2003 Stock Incentive Plan	401,899	$	26.18	(2)	$	10,521,715.82	(2)	$	1,238.41	(2)
Common Stock, $0.01 par value	98,101	$	43.07	(2)	$	4,225,210.07		$	497.31	(2)
1998 Stock Incentive Plan	1,250,000	$	12.75	(3)	$	15,937,500	(3)	$	1,875.84	(3)
Total	3,000,000				$	84,869,475.89		$	9,989.14

(1)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h).  The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee, as to 105,0009 shares subject to outstanding but unexercised options under the 2005 Stock Incentive Plan, are computed on the basis of the weighted average exercise price of $46.38, and as to the remaining 1,145,000 shares under the 2005 Stock Incentive Plan, are based on the average of the high and low prices of Laureate Education, Inc. Common Stock reported on the Nasdaq National Market on August 22, 2005 (i.e. $43.07).

(2)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h).  The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee, as to 401,899 shares subject to outstanding but unexercised options under the 2003 Stock Incentive Plan, are computed on the basis of the weighted average exercise price of $26.18, and as to the remaining 98,101 shares under the 2003 Stock Incentive Plan, are based on the average of the high and low prices of Laureate Education, Inc. Common Stock reported on the Nasdaq National Market on August 22, 2003 (i.e. $43.07).

(3)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h).  The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee, as to 1,250,000 shares subject to outstanding but unexercised options under the 1998 Stock Incentive Plan, are computed on the basis of the weighted average exercise price of $ 12.75.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be included in this Form S-8 Registration Statement pursuant to introductory Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004;

(b)All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), since the end of the fiscal year covered by the document referred to in (a) above; and

(c)Description of Common Stock of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the year ended December 31, 2004, and management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004, as set forth in their reports, which are incorporated by reference in this Registration Statement.  Our financial statements and schedule and management’s assessment are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

On October 6, 2004, it was determined that, in connection with certain income tax compliance services, affiliates of Ernst & Young LLP held business and individual tax related funds of approximately

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$21,000 and made payment of such funds to the applicable tax authority in respect of an expatriate employee of one of our subsidiaries, as well as its representative office, in Beijing, China.  The Chairman of the Audit Committee of our Board of Directors was informed of the impact of these events on the independence of our external auditor, Ernst & Young LLP.  These actions by affiliates of Ernst & Young LLP have been discontinued.  Custody of the assets of an audit client is not permitted under the auditor independence rules in Regulation S-X of the SEC.  The Audit Committee and Ernst & Young LLP have considered the impact that the holding and paying of these funds may have had on Ernst & Young LLP’s independence and have concluded that there has been no impairment of Ernst & Young LLP’s independence.  In making this determination, the Audit Committee considered the de minimis amount of funds involved, the ministerial nature of the actions, and that the subsidiary involved was immaterial to our consolidated financial statements.

The financial statements of Chancery Software, Ltd. for the years ended September 30, 2002 and 2001 incorporated in this Registration Statement by reference to the Annual Report on Form 10-K of Laureate Education, Inc. for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Item 6.    Indemnification of Directors and Officers.

Section 2-418 of the Maryland General Corporation Law permits indemnification of directors, officers, employees and agents of a corporation under certain conditions and subject to limitations. Our bylaws include provisions to require us to indemnify our directors and officers to the fullest extent permitted by Section 2-418, including circumstances in which indemnification is otherwise discretionary. Section 2-418 also empowers us to purchase and maintain insurance that protects our officers, directors, employees and agents against any liabilities incurred in connection with their service in such positions. Accordingly, we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

EXHIBIT NUMBER	DESCRIPTION
4.1	Articles of Amendment and Restatement of the Charter (incorporated by reference from Exhibits to the Registrant’s Registration Statement on Form S-1 (Registration No. 33-69558))
4.2	Amended and Restated By-Laws dated September 27, 1996 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996)
5.1	Opinion of DLA Piper Rudnick Gray Cary US LLP (filed herewith)
23.1	Consent of Counsel (contained in Exhibit 5.1)

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23.2	Consent of Independent Registered Public Accounting Firm (filed herewith)
23.3	Consent of Independent Registered Public Accounting Firm (filed herewith)
24.1	Power of Attorney (filed herewith)
99.1	Laureate Education, Inc. 2005 Stock Incentive Plan ((incorporated by reference from Exhibits to the Registrant’s DEF 14A Definitive Proxy Statement filed May 2, 2005)
99.2	Laureate Education, Inc. 2003 Stock Incentive Plan (filed herewith)
99.3	Non-Qualified Employee Stock Option Agreement pursuant to the Laureate Education, Inc. 2003 Stock Incentive Plan (filed herewith)
99.4	Restricted Stock Agreement pursuant to the Laureate Education, Inc. 1998 Stock Incentive Plan (filed herewith) 2003
99.5	Non-Qualified Employee Stock Option Agreement pursuant to the Laureate Education, Inc. 1998 Stock Incentive Plan (filed herewith)
99.6	Restricted Stock Agreement pursuant to the Laureate Education, Inc. 1998 Stock Incentive Plan (filed herewith)

Item 9.    Undertakings.

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 of 1933;

(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 this Registration Statement;

(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.

Paragraphs (l)(i) and (l)(ii) above 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 Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the

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securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(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.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Baltimore, State of Maryland, on the 26 day of August,  2005.

LAUREATE EDUCATION, INC.
By:	/s/ Douglas L. Becker
	Douglas L. Becker
	Chairman of the Board and
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Douglas L. Becker	Chairman and Chief Executive Officer	August 26, 2005
Douglas L. Becker	(Principal Executive Officer)
/s/ Sean R. Creamer	Senior Vice President and Chief Financial Officer	August 26, 2005
Sean R. Creamer	(Principal Accounting and Financial Officer)

A majority of the Board of Directors:

Douglas L. Becker, Wolf H. Hengst, R. Christopher Hoehn-Saric, James H. McGuire, John A. Miller, R. William Pollock, Richard W. Riley, David A. Wilson

/s/ Robert W. Zentz	As Attorney-in-Fact	August 26, 2005
Robert W. Zentz

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
4.1	Articles of Amendment and Restatement of the Charter (incorporated by reference from Exhibits to the Registrant’s Registration Statement on Form S-1 (Registration No. 33-69558))
4.2	Amended and Restated By-Laws dated September 27, 1996 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996)
5.1	Opinion of DLA Piper Rudnick Gray Cary US LLP (filed herewith)
23.1	Consent of Counsel (contained in Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm (filed herewith)
23.3	Consent of Independent Registered Public Accounting Firm (filed herewith)
24.1	Power of Attorney (filed herewith)
99.1	Laureate Education, Inc. 2005 Stock Incentive Plan ((incorporated by reference from Exhibits to the Registrant’s DEF 14A Definitive Proxy Statement filed May 2, 2005)
99.2	Laureate Education, Inc. 2003 Stock Incentive Plan (filed herewith)
99.3	Non-Qualified Employee Stock Option Agreement pursuant to the Laureate Education, Inc. 2003 Stock Incentive Plan (filed herewith)
99.4	Restricted Stock Agreement pursuant to the Laureate Education, Inc. 2003 Stock Incentive Plan (filed herewith)
99.5	Non-Qualified Employee Stock Option Agreement pursuant to the Laureate Education, Inc. 1998 Stock Incentive Plan (filed herewith)
99.6	Restricted Stock Agreement pursuant to the Laureate Education, Inc. 1998 Stock Incentive Plan (filed herewith)

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EX-5.1

EXHIBIT 5.1

[DLA PIPER RUDNICK GRAY CARY US LLP LOGO]

6225 Smith Avenue

Baltimore, Maryland 21209-3600

www.dlapiper.com

PHONE  (410) 580 3000
FAX       (410) 580 3001
	August 26, 2005

Laureate Education, Inc.

1001 Fleet Street

Baltimore, Maryland 21202

Ladies and Gentlemen:

We have acted as counsel to Laureate Education, Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) registering under the Securities Act of 1933, as amended, 1,250,000 shares of the Company’s common stock, $0.01 par value, (“Common Stock”) that are issuable pursuant to the exercise of options and other awards granted under the Company’s 2005 Stock Incentive Plan, 500,000 shares of Common Stock that are issuable pursuant to the exercise of options and other awards granted under the Company’s 2003 Stock Incentive Plan, and 1,250,000 shares of Common Stock that are issuable pursuant to the exercise of options and other awards granted under the Company’s 1998 Stock Incentive Plan (collectively, the “Plan Shares”).  In that capacity, we have reviewed the charter and by-laws of the Company, the Registration Statement, the corporate action taken by the Company that provides for the issuance or delivery of the Plan Shares to be issued or delivered under the plans, and such other materials and matters as we have deemed necessary for the issuance of this opinion.

Based on the foregoing, it is our opinion that the Plan Shares have been duly authorized, and upon the issuance and delivery of the Plan Shares in the manner contemplated by the plans, and assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Plan Shares pursuant to the terms of the plans, including, without limitation, collection of any required payment for the Plan Shares, the Plan Shares will be validly issued, fully paid and nonassessable.

Our opinion set forth above is subject to the following general qualifications and assumptions:

(1)  The foregoing opinion is rendered as of the date hereof.  We assume no obligation to update or supplement this opinion if any laws change after the date hereof or if any facts or circumstances come to our attention after the date hereof that might change this opinion.

(2)  We have made no investigation as to, and we express no opinion concerning, any laws other than the laws of the State of Maryland.

(3)  We express no opinion as to compliance with the securities or “blue sky” laws or principles of conflict of laws of the State of Maryland or any other jurisdiction.

(4)  We assume that the issuance of the Plan Shares, together with any other outstanding shares of Common Stock, will not cause the Company to issue shares of Common Stock in excess of the number of such shares authorized by the Company’s charter.

(5)  This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm and to our opinion in the Registration Statement.

	Very truly yours,
/s/ DLA Piper Rudnick Gray Cary US LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the heading “Interests of Named Experts and Counsel” and to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Laureate Education, Inc. 2005 Stock Incentive Plan, the Laureate Education, Inc. 2003 Stock Incentive Plan and the Laureate Education, Inc. 1998 Stock Incentive Plan of our reports dated March 10, 2005, with respect to the consolidated financial statements and schedule of Laureate Education, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2004, Laureate Education, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Laureate Education, Inc., filed with the Securities and Exchange Commission.

	/s/ ERNST & YOUNG LLP
Baltimore, Maryland
August 22, 2005

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Laureate Education, Inc. 2005 Stock Incentive Plan, the Laureate Education, Inc. 2003 Stock Incentive Plan and the Laureate Education, Inc. 1998 Stock Incentive Plan, of our report dated November 1, 2002 (except for Note 13 which is at January 15, 2003) relating to the consolidated financial statements of Chancery Software Limited for the years ended September 30, 2002 and 2001, which appears in the Annual Report on Form 10-K of Laureate Education, Inc. for the year ended December 31, 2004.  We also consent to the reference to us under the heading “Interests of Named Experts and Counsel” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Vancouver, Canada

Date: August 24, 2005

EX-24.1

EXHIBIT 24.1

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of Laureate Education, Inc., a Maryland corporation, constitute and appoint Douglas L. Becker and Robert W. Zentz, or either of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in either of them, to sign for the undersigned in their respective names as directors and officers of Laureate Education, Inc., its Registration Statement on Form S-8, and any amendment (including post-effective amendments) or supplement thereto, relating to the offer and sale of shares of common stock of the Corporation pursuant to the Laureate Education, Inc. 2005 Stock Incentive Plan, the Laureate Education, Inc. 2003 Stock Incentive Plan and the Laureate Education, Inc. 1998 Stock Incentive Plan, to be filed with the Securities and Exchange Commission under the Securities Act of 1933.  We hereby confirm all acts taken by such agents and attorneys-in-fact, or each of them, as herein authorized.

Signature	Title	Date
/s/ Douglas L. Becker	Director, Chairman of the Board and	August 26, 2005
Douglas L. Becker	Chief Executive Officer
	(Principal Executive Officer)
/s/ Sean R. Creamer	Senior Vice President and Chief Financial	August 26, 2005
Sean R. Creamer	Officer
	(Principal Accounting and Financial Officer)
/s/ R. Christopher Hoehn-Saric	Director	August 26, 2005
R. Christopher Hoehn-Saric
/s/ Wolf H. Hengst	Director	August 26, 2005
Wolf H. Hengst
/s/ James H. McGuire	Director	August 26, 2005
James H. McGuire
/s/ John A. Miller	Director	August 26, 2005
John A. Miller
/s/ R. William Pollock	Director	August 26, 2005
R. William Pollock
/s/ Richard W. Riley	Director	August 26, 2005
Richard W. Riley
/s/ David A. Wilson	Director	August 26, 2005
David A. Wilson

EX-99.2

EXHIBIT 99.2

LAUREATE EDUCATION, INC.
2003 STOCK INCENTIVE PLAN

1.Establishment, Purpose and Types of Awards

LAUREATE EDUCATION, INC., a Maryland corporation (the “Company”), hereby establishes the LAUREATE EDUCATION, INC. 2003 STOCK INCENTIVE PLAN (the “Plan”).  The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company through their future services, and (ii) enabling the Company to attract, retain and reward the best-available persons.

The Plan permits the granting of nonstatutory stock options, stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, other stock-based awards, or any combination of the foregoing.

2.Definitions

Under this Plan, except where the context otherwise indicates, the following definitions apply:

(a)“Administrator” means the Board or the committee(s) or officer(s) appointed by the Board that have authority to administer the Plan as provided in Section 3 hereof.

(b)“Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the Company (including, but not limited to, joint ventures, limited liability companies, and partnerships).  For this purpose, “control” shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

(c)“Award” means any stock option, stock appreciation right, stock award, phantom stock award, performance award, or other stock-based award.

(d)“Board” means the Board of Directors of the Company.

(e)“Change in Control” means:  (i) the acquisition (other than from the Company) in one or more transactions by any Person, as defined in this Section 2(e), of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares of the securities of the Company, or (B) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Company Voting Stock”); (ii) the closing of a sale or other conveyance of all or substantially all of the assets of the Company; or (iii) the effective time of any merger, share exchange, consolidation, or other business combination involving the Company if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company Voting Stock.  For purposes of this Section 2(e), a “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than: employee benefit plans sponsored or maintained by the Company and corporations controlled by the Company.

(f)“Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

(g)“Common Stock” means shares of common stock of the Company, par value of one cent ($0.01) per share.

(h)“Fair Market Value” means, with respect to a share of the Company’s Common Stock for any purpose on a particular date, the value determined by the Administrator in good faith.  However, if the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading on a national exchange or market, “Fair Market Value” means, as applicable, (i) either the closing price or the average of the high and low sale price on the relevant date, as determined in the Administrator’s discretion, quoted on the New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market; (ii) the last sale price on the relevant date quoted on the Nasdaq SmallCap Market; (iii) the average of the high bid and low asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable service as determined in the Administrator’s discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Common Stock, or by such other source, selected by the Administrator.  If no public trading of the Common Stock occurs on the relevant date but the shares are so listed, then Fair Market Value shall be determined as of the next preceding date on which trading of the Common Stock does occur.  For all purposes under this Plan, the term “relevant date” as used in this Section 2(h) means either the date as of which Fair Market Value is to be determined or the next preceding date on which public trading of the Common Stock occurs, as determined in the Administrator’s discretion.

(i)“Grant Agreement” means a written document memorializing the terms and conditions of an Award granted pursuant to the Plan and shall incorporate the terms of the Plan.

3.Administration

(a)Administration of the Plan.  The Plan shall be administered by the Board or by such committee or committees as may be appointed by the Board from time to time.  To the extent allowed by applicable state law, the Board by resolution may authorize an officer or officers to grant Awards (other than Stock Awards) to other officers and employees of the Company and its Affiliates, and, to the extent of such authorization, such officer or officers shall be the Administrator.

(b)Powers of the Administrator.  The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards.

The Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to:  (i) determine the eligible persons to whom, and the time or times at which Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of shares to be covered by or used for reference purposes for each Award; (iv) impose such terms, limitations, restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or renew outstanding Awards, or accept the surrender of outstanding Awards and substitute new Awards (provided however, that, except as provided in Section 6 or 7(d) of the Plan, any modification that would materially adversely affect any outstanding Award shall not be made without the consent of the holder); (vi) accelerate or otherwise change the time in which an Award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such Award, including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an Award

following termination of any grantee’s employment or other relationship with the Company; (vii) establish objectives and conditions, if any, for earning Awards and determining whether Awards will be paid after the end of a performance period; and (viii) for any purpose, including but not limited to, qualifying for preferred tax treatment under foreign tax laws or otherwise complying with the regulatory requirements of local or foreign jurisdictions, to establish, amend, modify, administer or terminate sub-plans, and prescribe, amend and rescind rules and regulations relating to such sub-plans.

The Administrator shall have full power and authority, in its sole and absolute discretion, to administer and interpret the Plan, Grant Agreements and all other documents relevant to the Plan and Awards issued thereunder, and to adopt and interpret such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable.

(c)Non-Uniform Determinations.  The Administrator’s determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.

(d)Limited Liability.  To the maximum extent permitted by law, no member of the Administrator shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder.

(e)Indemnification.  To the maximum extent permitted by law and by the Company’s charter and by-laws, the members of the Administrator shall be indemnified by the Company in respect of all their activities under the Plan.

(f)Effect of Administrator’s Decision.  All actions taken and decisions and determinations made by the Administrator on all matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion and shall be conclusive and binding on all parties concerned, including the Company, its stockholders, any participants in the Plan and any other employee, consultant, or director of the Company, and their respective successors in interest.

4.Shares Available for the Plan; Maximum Awards

Subject to adjustments as provided inSection 7(d) of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 500,000 shares of Common Stock.  The Company shall reserve such number of shares for Awards under the Plan, subject to adjustments as provided inSection 7(d) of the Plan.  If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled as to any shares, or if any shares of Common Stock are repurchased by or surrendered to the Company in connection with any Award (whether or not such surrendered shares were acquired pursuant to any Award), or if any shares are withheld by the Company, the shares subject to such Award and the repurchased, surrendered and withheld shares shall thereafter be available for further Awards under the Plan.

5.Participation

Participation in the Plan shall be open to all employees and other individuals providing bona fide services to or for, the Company, or of any Affiliate of the Company, as may be selected by the Administrator from time to time.  The Administrator may also grant Awards to individuals in connection with hiring, retention or otherwise, prior to the date the individual first performs services for the Company or an Affiliate, provided that such Awards shall not become vested or exercisable prior to the date the individual first commences performance of such services.  Notwithstanding the foregoing, directors and officers, within the meaning of Rule 4350, “Qualitative Listing Requirements for Nasdaq National Market and Nasdaq Small Cap Market Issuers Except for Limited Partnerships Traded on the Nasdaq National Market,” of the Marketplace Rules of The Nasdaq Stock Market, Inc., and Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended, or any successor of either, shall not be eligible to participate in the Plan.

6.Awards

The Administrator, in its sole discretion, establishes the terms of all Awards granted under the Plan.  Awards may be granted individually or in tandem with other types of Awards.  All Awards are subject to the terms and conditions provided in the Grant Agreement.  The Administrator may permit or require a recipient of an Award to defer such individual’s receipt of the payment of cash or the delivery of Common Stock that would otherwise be due to such individual by virtue of the exercise of, payment of, or lapse or waiver of restrictions respecting, any Award.  If any such payment deferral is required or permitted, the Administrator shall, in its sole discretion, establish rules and procedures for such payment deferrals.

(a)Stock Options.  The Administrator may from time to time grant to eligible participants Awards of nonstatutory stock options.  No options granted hereunder shall be options that are intended to qualify as incentive stock options under Code section 422.  Nonstatutory stock options may be granted with an exercise price less than Fair Market Value.

(b)Stock Appreciation Rights.  The Administrator may from time to time grant to eligible participants Awards of Stock Appreciation Rights (“SAR”).  An SAR entitles the grantee to receive, subject to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date of one share of Common Stock over (B) the base price per share specified in the Grant Agreement, times (ii) the number of shares specified by the SAR, or portion thereof, which is exercised.  Payment by the Company of the amount receivable upon any exercise of an SAR may be made by the delivery of Common Stock or cash, or any combination of Common Stock and cash, as determined in the sole discretion of the Administrator.  If upon settlement of the exercise of an SAR a grantee is to receive a portion of such payment in shares of Common Stock, the number of shares shall be determined by dividing such portion by the Fair Market Value of a share of Common Stock on the exercise date.  No fractional shares shall be used for such payment and the Administrator shall determine whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated.

(c)Stock Awards.  The Administrator may from time to time grant restricted or unrestricted stock Awards to eligible participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine.  A stock Award may be paid in Common Stock, in cash, or in a combination of Common Stock and cash, as determined in the sole discretion of the Administrator.

(d)Phantom Stock.  The Administrator may from time to time grant Awards to eligible participants denominated in stock-equivalent units (“phantom stock”) in such amounts and on such terms and conditions as it shall determine.  Phantom stock units granted to a participant shall be credited to a bookkeeping reserve account solely for accounting purposes and shall not require a segregation of any of the Company’s assets.  An Award of phantom stock may be settled in Common Stock, in cash, or in a combination of Common Stock and cash, as determined in the sole discretion of the Administrator.  Except as otherwise provided in the applicable Grant Agreement, the grantee shall not have the rights of a stockholder with respect to any shares of Common Stock represented by a phantom stock unit solely as a result of the grant of a phantom stock unit to the grantee.

(e)Performance Awards.  The Administrator may, in its discretion, grant performance awards which become payable on account of attainment of one or more performance goals established by the Administrator.  Performance awards may be paid by the delivery of Common Stock or cash, or any combination of Common Stock and cash, as determined in the sole discretion of the Administrator.  Performance goals established by the Administrator may be based on the Company’s or an Affiliate’s operating income or one or more other business criteria selected by the Administrator that apply to an individual or group of individuals, a business unit, or the Company or an Affiliate as a whole, over such performance period as the Administrator may designate.

(f)Other Stock-Based Awards.  The Administrator may from time to time grant other stock-based awards to eligible participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine.  Other stock-based awards may be denominated in cash, in Common Stock or other securities, in stock-equivalent units, in stock appreciation units, in securities or debentures convertible into Common Stock, or in any combination of the foregoing and may be paid in Common Stock or other securities, in cash, or in a combination of Common Stock or other securities and cash, all as determined in the sole discretion of the Administrator.

7.Miscellaneous

(a)Withholding of Taxes.  Grantees and holders of Awards shall pay to the Company or its Affiliate, or make provision satisfactory to the Administrator for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability.  The Company or its Affiliate may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the grantee or holder of an Award.  In the event that payment to the Company or its Affiliate of such tax obligations is made in shares of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for such purposes and shall not exceed in amount the minimum statutory tax withholding obligation.

(b)Loans.  To the extent otherwise permitted by law, the Company or its Affiliate may make or guarantee loans to grantees to assist grantees in exercising Awards and satisfying any withholding tax obligations.

(c)Transferability.  Except as otherwise determined by the Administrator, no Award granted under the Plan shall be transferable by a grantee otherwise than by will or the laws of descent and distribution.  Unless otherwise determined by the Administrator in accord with the provisions of the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or, during the period the grantee is under a legal disability, by the grantee’s guardian or legal representative.

(d)Adjustments for Corporate Transactions and Other Events.

(i)Stock Dividend, Stock Split and Reverse Stock Split.  In the event of a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, (A) the maximum number of shares of such Common Stock as to which Awards may be granted under this Plan, as provided in Section 4 of the Plan, and (B) the number of shares covered by and the exercise price and other terms of outstanding Awards, shall, without further action of the Board, be adjusted to reflect such event unless the Board determines, at the time it approves such stock dividend, stock split or reverse stock split, that no such adjustment shall be made.  The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares and fractional cents that arise with respect to outstanding Awards as a result of the stock dividend, stock split or reverse stock split.

(ii)Non-Change in Control Transactions.  Except with respect to the transactions set forth in Section 7(d)(i), in the event of any change affecting the Common Stock, the Company or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation or share exchange, other than any such change that is part of a transaction resulting in a Change in Control of the Company, the Administrator, in its discretion and without the consent of the holders of the Awards, may make (A) appropriate adjustments to the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted under the Plan, as provided in Section 4 of the Plan; and (B) any adjustments in outstanding Awards, including but not limited to modifying the number, kind and price of securities subject to Awards.

(iii)Change in Control Transactions.  In the event of any transaction resulting in a Change in Control of the Company, outstanding stock options and other Awards that are payable in or convertible into Common Stock under this Plan will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Awards by, or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof.  In the event of such termination, (A) the outstanding stock options and other Awards that will terminate upon the effective time of the Change in Control shall become fully vested immediately before the effective time of the Change in Control, and (B) the holders of stock options and other Awards under the Plan will be permitted, immediately before the Change in Control, to exercise or convert all portions of such stock options or other Awards under the Plan that are then exercisable or convertible or which become exercisable or convertible upon or prior to the effective time of the Change in Control.

(iv)Unusual or Nonrecurring Events.  The Administrator is authorized to make, in its discretion and without the consent of holders of Awards, adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Administrator determines that such adjustments are

appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(e)Substitution of Awards in Mergers and Acquisitions.  Awards may be granted under the Plan from time to time in substitution for awards held by employees or consultants of entities who become or are about to become employees or consultants of the Company or an Affiliate as the result of a merger or consolidation of the employing entity with the Company or an Affiliate, or the acquisition by the Company or an Affiliate of the assets or stock of the employing entity.  The terms and conditions of any substitute Awards so granted may vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant to conform the substitute Awards to the provisions of the awards for which they are substituted.

(f)Termination, Amendment and Modification of the Plan.  The Board may terminate the Plan at any time, and the Board or the Compensation Committee of the Board may amend or modify the Plan or any portion thereof at any time.

(g)Non-Guarantee of Employment or Service.  Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to continue in the service of the Company or shall interfere in any way with the right of the Company to terminate such service at any time with or without cause or notice and whether or not such termination results in (i) the failure of any Award to vest; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on the individual’s interests under the Plan.

(h)No Trust or Fund Created.  Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a grantee or any other person.  To the extent that any grantee or other person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(i)Governing Law.  The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with applicable federal laws and the laws of the State of Maryland, without regard to its conflict of laws principles.

(j)Effective Date; Termination Date.  The Plan is effective as of the date on which the Plan is adopted by the Board.  No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth anniversary of the effective date of the Plan.  Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards.

EX-99.3

EXHIBIT 99.3

NON-QUALIFIED EMPLOYEE STOCK OPTION AGREEMENT

pursuant to the

LAUREATE EDUCATION, INC.
2003 STOCK INCENTIVE PLAN

2003 Stock Incentive Plan

Optionee:

No. of Shares:

Exercise Price:

AGREEMENT, executed and dated this        day of           200    , between Laureate Education, Inc. (the “Company”), and the Optionee.

WHEREAS, the Optionee is now in the employ of the Company or a subsidiary of or entity affiliated with the Company, called collectively the “Company” (as those terms are defined in the Plan) and the Company desires to have the Optionee remain in such employ or capacity and to afford the Optionee the opportunity to acquire stock ownership in the Company so that the Optionee may have a direct proprietary interest in the Company’s success; and

WHEREAS, the Company and its stockholders have approved the Laureate Education, Inc. Stock Incentive Plan (the “Plan”) pursuant to which the Company may, from time to time, enter into stock option agreements with certain of its Eligible Employees as therein defined;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby mutually covenant and agree as follows:

1.             Optionee’s Agreement

(a)In consideration of the Non-Qualified Stock Options granted to Optionee pursuant to this Agreement, Optionee agrees and covenants that, except as specifically authorized by the Company or this Agreement, during the term of his/her employment and for a period of two (2) years after Optionee’s employment with the Company is terminated, by the Optionee or the Company, for any reason:

(i)            Optionee shall not, directly or indirectly, in any capacity whatsoever anywhere in the World where the Company itself, or through its franchisees and licenses does business, or was active in developing a strategy to conduct business, either on his/her own behalf or on behalf of any other person or entity with whom he may be employed or otherwise associated, compete with the Company or interfere with the business relationships of the Company in any of the lines of business in which the Company is engaged as of the date of this Agreement, or may enter after the date of this Agreement,

and for which line or lines of business Optionee shall have in the course of his employment with the Company provided services or held duties or responsibilities.

(ii)           Optionee shall not solicit, encourage, or induce any franchisees, customers, suppliers, vendors, or contractors of the Company, or any prospect being actively pursued by the Company, to terminate or adversely modify any business relationship with the Company or not to proceed with, or enter into, any business relationship with the Company, nor shall Optionee otherwise interfere with any business relationship between the Company and any of its franchisees, customers, suppliers, vendors, or contractors; and

(iii)          Optionee shall not solicit, encourage or induce any employee of the Company to terminate his/her employment with the Company, employ any person employed by the Company, or otherwise interfere with or disrupt the Company’s relationship with other employees.

(b)Optionee acknowledges and agrees that the foregoing covenants are reasonable and necessary for the protection of the Company’s valid business interests and that a violation of any of the covenants will cause immediate and irreparable injury to the Company, for which injury there is no adequate remedy at law.  Optionee expressly agrees that in the event of the actual or threatened breach of such covenants by him/her, the Company, its successors and assigns shall be entitled to an immediate injunction by a court of competent jurisdiction preventing and restraining such breach.  In any such action for injunctive relief, the Company shall be entitled to recover from Optionee the costs, including reasonable attorney’s fees, incurred by the Company in the action, in addition to any other relief awarded by the court.

(c)It is specifically agreed that each of the covenants set forth above in Sections 1 a(i), (ii) and (iii) is severable, and if any of them is determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Section 1 shall be unaffected thereby and shall remain in full force to the fullest extent permitted by law.  If any of the covenants is held invalid or unenforceable by reason of length of time, area covered or activity covered, or any combination thereof, or for any other reason, any court of competent jurisdiction shall adjust, reduce or otherwise reform any such covenant to the extent necessary to cure any invalidity and to protect the interests of the Company to the fullest extent of the law so that the area, time period and scope of activity restricted shall be the maximum area, time period and scope of activity the court deems valid and enforceable, and as reformed such covenant shall then be enforced.

2.             Grant of Option

(a)Subject to the terms and conditions set forth herein, the Company hereby grants to the Optionee during the period commencing as of the date of this Agreement and ending on                   , 20       at 11:59 p.m. (the “Option Period”) Non-Qualified Stock Options to purchase from the Company, at a price of $            per share, up to but not exceeding in the aggregate           shares of the Company’s duly registered Common Stock (the “Stock”), such number being subject to adjustment as provided in the Plan.

(b)Nothing contained in the Plan or this Agreement, nor the grant of Options herein, shall be construed or deemed under any circumstances to obligate the Company to continue the employment of the Optionee for the period within which the Options granted may be

exercised or for any other definite period of time, and nothing in the Plan or this Agreement shall limit or restrict the right of the Company to terminate the Optionee’s employment at any time, for any reason, for or without cause.

3.             Exercise of Option

Subject to such other limitations as may be provided by the Administrator (as defined in the Plan), the Option granted in paragraph 2 of this Agreement may be exercised as follows:

(a)The aggregate number of shares of Stock of the Company optioned by this Agreement shall be divided into installments, as follows.  The first installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable, in whole or in part, commencing                  , 200    ; the second installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable, in whole or in part, commencing         , 200 ; the third installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable, in whole or in part, commencing         , 200 ; the fourth installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable in whole or in part, commencing on         , 200 ; and the fifth installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable, in whole or in part, commencing on         , 20  .

(b)To the extent not exercised, installments shall accumulate and be exercisable by the Optionee, in whole or in part, in any subsequent year included in the Option Period but not later than the expiration of the Option Period.

(c)No less than one hundred (100) shares of Stock may be purchased upon any one exercise of the Option granted hereby unless the number of shares of Stock purchased at such time is the total number of shares of Stock in respect of which the Option hereby granted is then exercisable.

(d)In no event shall any Option granted hereby be exercisable for a fractional share.

(e)The Administrator may in its discretion place limitations on the extent to which shares of Stock of the Company may be tendered by the Optionee as payment upon exercise of an Option.

(f)From time to time, in its discretion, the Administrator may offer the Optionee the right to cancel any Options granted hereunder.

4.             Method of Exercising Option and Payment of Option Price

(a)The Option hereby granted shall be exercised by the Optionee by delivering to the Secretary of the Company, from time to time, on any business day during the Option Period (the “Exercise Date”), written notice specifying the number and kind of shares of Stock the Optionee then desires to purchase (the “Notice”), and either (i) cash, certified check, bank draft or postal or express money order to the order of the Company for an amount in United States dollars equal to the option price for the number of shares of Stock specified in the Notice (the “Total Option Price”), such payment to be delivered with the Notice, or (ii) in the discretion of the Administrator, shares of Stock of the

Company with a value (determined in accordance with paragraph (d) below) equal to or less than the Total Option Price plus, cash, certified check, bank draft or postal or express money order to the order of the Company for an amount in United States dollars equal to the amount, if any, by which the Total Option Price exceeds the Fair Market Value of such shares of Stock of the Company (determined in accordance with paragraph (d) below).  In the case of (ii) above, the Total Option Price shall be delivered to the Secretary of the Company not later than the end of the first business day after the Exercise Date.  In the event of payment in shares of Stock, such payment shall be made by delivery of the necessary stock certificates, with executed stock powers attached, to the Secretary of the Company.  If the Optionee pays the Total Option Price pursuant to clause (ii) above, then the Notice shall state that the Optionee acknowledges that payment of the Total Option Price is his or her absolute and personal liability enforceable by the Company against him or her or his or her estate.

(b)Within five (5) business days after the Exercise Date, the Company shall, subject to the receipt of the Total Option Price and withholding tax, if any, issue to the Optionee the number of shares of Stock with respect to which such Option shall be so exercised, and shall deliver to the Optionee a certificate (or certificates) therefor.

(c)For purposes of this Paragraph 4, the value of shares of Stock of the Company tendered to exercise an Option shall be determined by the Administrator, as required; provided, however, that (i) if the Common Stock of the Company is admitted to quotation on the National Association of Securities Dealers Automated Quotation system (“NASDAQ”) on the Exercise Date, Fair Market Value shall be the average of the highest bid and lowest asked prices of the Common Stock on such system on such date, or (ii) if the Common Stock is admitted to trading on a national securities exchange or the NASDAQ/National Market System (“NASDAQ/NMS”) on the Exercise Date, Fair Market Value shall be the last sale price reported for the Common Stock on such exchange or NASDAQ/NMS on such date or on the last date preceding such date on which a sale was reported.

(d)If the Optionee is subject to liability under section 16(b) of the Securities Exchange Act of 1934 and makes an election in a timely manner under section 83(b) of the Code (as that term is defined in the Plan) to recognize income for tax purposes when the Option granted hereby is first exercised, the Optionee shall notify the Company within ten (10) days of making such election.

5.             Termination

The Options granted hereby shall terminate and be of no force or effect after         , 20  , unless terminated prior to such time as provided below.

If the Optionee ceases employment with the Company, the Optionee’s Options granted hereby shall terminate or be exercisable as follows:

(a)Termination  If Termination (as that term is defined in the Plan) occurs, the Options granted hereby shall terminate as of the ninetieth (90th) calendar day following the date of Termination, unless Optionee’s employment with the Company is terminated because Optionee is discharged by the Company for cause (as defined below), in which case the right to exercise any Options granted hereby shall terminate immediately upon such termination of employment.  Cause for discharge shall mean fraud, dishonesty, willful

misconduct in connection with the Optionee’s duties or responsibilities, gross negligence in the performance of duties or responsibilities, or failure to perform responsibilities in the best interests of the Company, each as determined in good faith by the Company, which determination shall be conclusive.

(b)Retirement  In the event of Retirement (as that term is defined in the Plan), the Optionee may exercise the Options (to the extent that same shall be vested as of Optionee’s Retirement Date) within three (3) months of the Optionee’s Retirement Date (as that term is defined in the Plan), or within such shorter period as may be specified by law or the term of the Option as specified in Paragraph 2 hereof.

(c)Disability  Upon the Optionee’s Disability (as that term is defined in the Plan) the Options (to the extent that same shall be vested as of Optionee’s Date of Disability) are exercisable by the Optionee within twelve (12) months (or such shorter time as may be provided by law or the term of the Options as specified in Paragraph 2 hereof) from the Date of Disability.  This subparagraph (c) shall apply only to Optionees who are Eligible Employees (as defined in the Plan).

(d)Death  If the Optionee dies while in the employment of the Company or within the period of time after Retirement during which the Optionee would have been entitled to exercise the Options granted hereby, the Optionee’s estate, personal representative or beneficiary (as applicable) shall have the right to exercise the Options (to the extent that same shall be vested as of Optionee’s date of death) within twelve (12) months from the date of the Optionee’s death (or within such shorter time as may be provided by law or the term of the Options as specified in Paragraph 2 hereof).

Any determination made by the Administrator with respect to any matter referred to in this Paragraph 5 shall be final and conclusive on all persons affected thereby.  Employment by the Company shall be deemed to include employment of the Optionee by, and shall continue during any period in which the Optionee is in the employ of, any subsidiary.

6.             Optionee

Whenever the word “Optionee” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the estate, personal representative or beneficiary to whom this Option may be transferred by will or by the laws of descent and distribution, the word “Optionee” shall be deemed to include such person.

7.             Assignability

Except as otherwise provided herein, this Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution and is exercisable during the Optionee’s lifetime only by the Optionee.  No assignment or transfer of this Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except by will or the laws of descent and distribution, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any attempt to assign or transfer this Option the same shall terminate and be of no force or effect.

8.             Rights as a Stockholder

The Optionee shall not be deemed for any purpose to be a stockholder of the Company with respect to the shares represented by this Option until this Option shall have been exercised, payment and issue have been made as herein provided and the Optionee’s name has been entered as a stockholder of record on the books of the Company.

9.             The Company’s Rights

The existence of this Option shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10.           Recapitalization; Merger and Consolidation

(a)Other than pursuant to any conversion rights set forth in the charter of the Company, if the shares of the Company’s Common Stock as a class are increased, decreased or changed into, or exchanged for, a different number or kind of shares or securities of the Company, through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of securities subject to the Plan and in the number, kinds and per share exercise price of shares of Stock subject to unexercised Options or portions thereof granted prior to any such change.  Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of Stock covered by the Option.  No fractional shares shall be issued as a result of any such adjustment.

(b)Upon dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation in which the Company is not the surviving corporation, or upon the sale of substantially all of the property of the Company to another corporation, the Plan and the Options issued thereunder shall terminate, unless provision is made in connection with such transaction for the assumption of Options theretofore granted, or the substitution for such Options of new Options of the successor employer corporation or a parent or subsidiary thereof, with appropriate adjustment as to the number and kinds of securities and the per share exercise prices.  In the event of such termination, all outstanding Options shall be exercisable in full for at least thirty (30) days whether or not otherwise exercisable during such period but not later than the date the Options would otherwise expire.

11.           Preemption by Applicable Laws or Regulations

Anything in this Agreement to the contrary notwithstanding, if, at any time specified herein for the issue of shares of Stock to the Optionee, any law, regulation or requirements of any governmental authority having appropriate jurisdiction shall require either the Company or the Optionee to take any action prior to or in connection with the shares of Stock then to be issued,

sold or repurchased; the issue, sale or repurchase of such shares of Stock shall be deferred until such action shall have been taken.

12.           Resolution of Disputes

Any dispute or disagreement which shall arise under, or as a result of, or pursuant to, this Agreement shall be determined by the Administrator in its absolute and uncontrolled discretion, and any such determination or any other determination by the Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the terms of this Agreement, shall be final, binding and conclusive on all persons affected thereby.

13.           Amendments

The Administrator shall have the right, in its absolute and uncontrolled discretion, to alter or amend this Agreement, from time to time, in any manner, for the purpose of promoting the objectives of the Plan but only if all agreements granting Options to purchase shares of the Company’s Stock pursuant to the Plan which are in effect and not wholly exercised at the time of such alteration or amendment shall also be similarly altered or amended with substantially the same effect, and any alteration or amendment of this Agreement by the Administrator shall, upon adoption thereof by the Administrator, become and be binding and conclusive on all persons affected thereby without requirement for consent or other action with respect thereto by any such person.  The Company shall give written notice to the Optionee of any such alteration or amendment of this Agreement by the Administrator as promptly as practical after the adoption thereof.  The foregoing shall not restrict the ability of the Optionee and the Company by mutual consent to alter or amend this Agreement in any manner which is consistent with the Plan and approved by the Administrator.  The Optionee and the Company agree that this Agreement shall be subject to any provision necessary to assure compliance with federal and state securities laws.

14.           Notice

Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, addressed as follows:  to the Company at 1001 Fleet Street, Baltimore, Maryland 21202 (Attention:  Office of the Secretary/Legal Department), or at such other address as the Company, by notice to the Optionee, may designate in writing from time to time; to the Optionee, at his or her address as shown on the records of the Company, or at such other address as the Optionee, by notice to the Secretary of the Company, may designate in writing from time to time.

15.Tax Withholding

The Company shall have the right to deduct from any payment hereunder any federal, state, local or employment taxes which it deems are required by law to be withheld.  At the request of the Optionee, or as required by law, such sums as may be required for the payment of any estimated or accrued income tax liability may be withheld and paid over to the governmental entity entitled to receive the same.

16.           Fractional Shares

Any fractional shares concerning this Option shall be eliminated at the time of exercise by rounding down for fractions of less than one-half (1/2) and rounding up for fractions of equal to

or more than one-half (1/2).  No cash settlements shall be made with respect to fractional shares eliminated by rounding.

17.           Governing Law

All matters relating to this Agreement shall be governed by the laws of the State of Maryland, without regard to the principles of conflict of laws, except to the extent preempted by the laws of the United States.

18.           Construction

This Agreement has been entered into in accordance with the terms of the Plan, and wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

19.           Non-Qualified Nature of Agreement

This Agreement is intended to be an agreement concerning a stock option arrangement which does not qualify under section 422A of the Code (as defined in the Plan), and this Agreement shall be so construed.

20.           General

The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock of the Company as will be sufficient to satisfy the requirements herein, shall pay all original issue and transfer taxes with respect to the issue and transfer of shares of Common Stock of the Company pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection herewith, and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company shall be applicable thereto.

21.           Regulatory Compliance

No Stock shall be issued hereunder until the Company has received all necessary regulatory approvals and has taken all necessary steps to assure compliance with federal and state securities laws or has determined to its satisfaction and the satisfaction of its counsel that an exemption from the requirements of the federal and applicable state securities laws are available.

22.           Incorporation of Plan

This Agreement is entered into under the applicable provisions of the Plan which is attached hereto and made a part hereof.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and its seal to be affixed hereto, and the Optionee has hereunto set the Optionee’s hand and seal, all on the day and year first above written.

	LAUREATE EDUCATION, INC.
	By:
	Name:
	Date:
[SEAL]
	THE OPTIONEE:
		(SEAL)
	Name:
	Date:

EX-99.4

EXHIBIT 99.4

RESTRICTED STOCK AGREEMENT

LAUREATE EDUCATION, INC.
2003 STOCK INCENTIVE PLAN

GRANTEE:

NO. OF SHARES:

This Agreement (the “Agreement”) evidences the award of              restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Laureate Education, Inc., a Maryland corporation (the “Company”), granted to you,                        , effective as of            , 200  (the “Grant Date”), pursuant to the Laureate Education, Inc. 2003 Stock Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below.  All of the provisions of the Plan are expressly incorporated into this Agreement.

1.             Terminology.  Capitalized words used in this Agreement not defined above are defined in the Glossary at the end of the Agreement.

2.             Grantee’s Agreement

(a)           In consideration of the Award Shares granted to you pursuant to this Agreement, you agree and covenant that, except as specifically authorized by the Company or this Agreement, during the term of your Service and for a period of two (2) years after your Service with the Company is terminated, by you or the Company, for any reason:

(i)            Grantee shall not, directly or indirectly, in any capacity whatsoever anywhere in the World where the Company itself, or through its franchisees and licenses does business, either on his/her own behalf or on behalf of any other person or entity with whom he may be employed or otherwise associated, compete with the Company or interfere with the business relationships of the Company in any of the lines of business in which the Company is engaged as of the date of this Agreement, or may enter after the date of this Agreement, and for which line or lines of business Grantee shall have in the course of his employment with the Company provided services or held duties or responsibilities.

(ii)           Grantee shall not solicit, encourage, or induce any franchisees, customers, suppliers, vendors, or contractors of the Company, or any prospect being actively pursued by the Company, to terminate or adversely modify any business relationship with the Company or not to proceed with, or enter into, any business relationship with the Company, nor shall Grantee otherwise interfere with any business relationship between the Company and any of its franchisees, customers, suppliers, vendors, or contractors; and

(iii)          Grantee shall not solicit, encourage or induce any employee of the Company to terminate his/her employment with the Company, employ any person employed by the Company, or otherwise interfere with or disrupt the Company’s relationship with other employees.

(b)           You acknowledge and agree that the foregoing covenants are reasonable and necessary for the protection of the Company’s valid business interests and that a violation of any of the covenants will cause immediate and irreparable injury to the Company, for which injury there is no adequate remedy at law.  You expressly agree that in the event of the actual or threatened breach of such covenants by you, the Company, its successors and assigns shall be entitled to an immediate injunction by a court of competent jurisdiction preventing and restraining such breach.  In any such action for injunctive relief, the Company shall be entitled to recover from you the costs, including reasonable attorney’s fees, incurred by the Company in the action, in addition to any other relief awarded by the court.  You acknowledge that the covenant not to engage or compete in the business of administering computer-based tests or providing computer-based testing services or facilities may also be enforced by Educational Testing Service of Princeton, New Jersey, and in this regard, You acknowledge Educational Testing Service’s standing to enforce this covenant, and waive any defense you may have on the basis that Educational Testing Service is not a direct party to this Agreement.

(c)           It is specifically agreed that each of the covenants set forth above in Sections 2a(i), (ii) and (iii) is severable, and if any of them is determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Section 2 shall be unaffected thereby and shall remain in full force to the fullest extent permitted by law.  If any of the covenants is held invalid or unenforceable by reason of length of time, area covered or activity covered, or any combination thereof, or for any other reason, any court of competent jurisdiction shall adjust, reduce or otherwise reform any such covenant to the extent necessary to cure any invalidity and to protect the interests of the Company to the fullest extent of the law so that the area, time period and scope of activity restricted shall be the maximum area, time period and scope of activity the court deems valid and enforceable, and as reformed such covenant shall then be enforced.

3.             Vesting.  All of the Award Shares are nonvested and forfeitable as of the Grant Date.  So long as your Service with the Company is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, 20% of the Award Shares will vest and become nonforfeitable on each anniversary of the Grant Date, such that 100% of the Award Shares will be vested and nonforfeitable on the fifth anniversary of the Grant Date.  Unless otherwise determined by the Administrator, none of the Award Shares will become vested and nonforfeitable after your Service with the Company ceases.

4.             Termination of Employment or Service.  If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited to the Company upon such cessation for no consideration.

5.             Restrictions on Transfer.

(a)           Until an Award Share becomes vested and nonforfeitable, it may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

(b)           The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement.

6.             Stock Certificates.  You are reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books.  The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable.  Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares.  All regular cash dividends on the Award Shares held by the Company will be paid directly to you.  As soon as practicable after vesting of the Award Shares, the Company will deliver a share certificate to you, or deliver shares electronically or in certificate form to your designated broker on your behalf, for such vested Award Shares.

7.             Tax Withholding.  You acknowledge that you will recognize compensation income on each date that the Award Shares vest in an amount equal to the fair market value per share determined on the vesting date multiplied by the number of Award Shares that become vested on that date.  You hereby authorize the Company to deduct from any compensation or any other payment of any kind (including withholding the issuance of shares of Common Stock) due you the amount of any federal, state, local or foreign taxes required by law to be withheld as a result of the vesting of the Award Shares in whole or in part; provided, however, that the value of the shares of Common Stock withheld may not exceed the statutory minimum withholding amount required by law.  In lieu of such deduction, the Company may require you to make a cash payment to the Company equal to the amount required to be withheld.  If you do not make such payment when requested, the Company may refuse to issue any Common Stock certificate under this Agreement until arrangements satisfactory to the Administrator for such payment have been made.

8.             Adjustments for Corporate Transactions and Other Events.

(a)           Stock Dividend, Stock Split and Reverse Stock Split.Upon a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, the number of Award Shares and the number of such Award Shares that are nonvested and forfeitable shall, without further action of the Administrator, be adjusted to reflect such event.  The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Award Shares as a result of the stock dividend, stock split or reverse stock split.  Adjustments under this Section 8 will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive.  No fractional Award Shares will result from any such adjustments.

(b)           Binding Nature of Agreement.  The terms and conditions of this Agreement shall apply with equal force to any additional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the Award Shares, whether as a result of any spin-off, stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, except as otherwise determined by the Administrator.  If the Award Shares are converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property received upon such conversion, exchange or distribution in the same manner and to the same extent as the Award Shares.

9.             Non-Guarantee of Employment or Service Relationship.  Nothing in the Plan or this Agreement shall alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between the Company and you, or as a contractual right of you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any Award Shares or any other adverse effect on your interests under the Plan.

10.           Rights as Stockholder.  Except as otherwise provided in this Agreement with respect to the nonvested and forfeitable Award Shares, you are entitled to all rights of a stockholder of the Company, including the right to vote the Award Shares and receive dividends and/or other distributions declared on the Award Shares.

11.           The Company’s Rights.  The existence of the Award Shares shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

12.           Notices.  All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of the Company, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal executive office or, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties.

13.           Entire Agreement.  This Agreement contains the entire agreement between the parties with respect to the Award Shares granted hereunder.  Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Award Shares granted hereunder shall be void and ineffective for all purposes.

14.           Amendment.  This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that  this Agreement may not be modified in a manner that would have a materially adverse effect on the Award Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.

15.           Conformity with Plan.  This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan.  Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan.  In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern.  A copy of the Plan isavailable upon request to the Administrator.

16.           Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Maryland, without regard to its provisions concerning the applicability of laws of other jurisdictions.  Any suit with respect hereto will be brought in the federal or state courts in the districts which include Baltimore, Maryland, and you hereby agree and submit to the personal jurisdiction and venue thereof.

17.           Headings.  The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

{Remainder of Page Intentionally Blank}

GLOSSARY

(a)           “Administrator” means the Board of Directors of Laureate Education, Inc. or such committee or committees appointed by the Board to administer the Plan.

(b)           “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with Laureate Education, Inc. (including but not limited to joint ventures, limited liability companies and partnerships).  For this purpose, “control” means ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

(b)           “Cause” has the meaning ascribed to such term or words of similar import in your written employment or service contract with the Company and, in the absence of such agreement or definition, means fraud, dishonesty, willful misconduct in connection with your duties or responsibilities or otherwise, gross negligence in the performance of your duties or responsibilities, or failure to perform your responsibilities in the best interests of the Company, each as determined in good faith by the Company, which determination shall be conclusive.

(c)           “Company” means Laureate Education, Inc. and its Affiliates, except where the context otherwise requires.

(d)           “Service” means your employment or other service relationship with the Company and its Affiliates.  Service will be considered to have ceased with the Company if, after a sale, merger or other corporate transaction, the trade, business or entity with which you are employed is no longer an Affiliate of Laureate Education, Inc.

(e)           “You”; “Your”.  You means the recipient of the Award Shares as reflected in the first paragraph of this Agreement.  Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the Award Shares may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person.

{Remainder of Page Intentionally Blank; Signatures Appear on Next Page}

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

LAUREATE EDUCATION, INC.

By:

Date:

The undersigned hereby acknowledges that he/she has carefully read this Agreement and agrees to be bound by all of the provisions set forth herein.

WITNESS:	GRANTEE
	Date:

EX-99.5

EXHIBIT 99.5

NON-QUALIFIED EMPLOYEE STOCK OPTION AGREEMENT

pursuant to the

SYLVAN LEARNING SYSTEMS, INC.

1998 STOCK INCENTIVE PLAN

1998 Stock Incentive Plan

Optionee:

No. of Shares:

Exercise Price: $per share

AGREEMENT, executed and dated this      th day of  1998, between Sylvan Learning Systems, Inc. (the “Company”), and the Optionee.

WHEREAS, the Optionee is now in the employ of the Company or a subsidiary of or entity affiliated with the Company, called collectively the “Company” (as those terms are defined in the Plan) and the Company desires to have the Optionee remain in such employ or capacity and to afford the Optionee the opportunity to acquire stock ownership in the Company so that the Optionee may have a direct proprietary interest in the Company’s success; and

WHEREAS, the Company and its stockholders have approved the Sylvan Learning Systems, Inc. Stock Incentive Plan (the “Plan”) pursuant to which the Company may, from time to time, enter into stock option agreements with certain of its Eligible Employees as therein defined;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby mutually covenant and agree as follows:

1.Optionee’s Agreement

(a)In consideration of the Non-Qualified Stock Options granted to Optionee pursuant to this Agreement, Optionee agrees and covenants that, except as specifically authorized by the Company or this Agreement, during the term of his/her employment and for a period of two (2) years after Optionee’s employment with the Company is terminated, by the Optionee or the Company, for any reason:

(i)Optionee shall not, directly or indirectly, in any capacity whatsoever anywhere in the World where the Company itself, or through its franchisees and licenses does business, either on his/her own behalf or on behalf of any other person or entity with whom he may be employed or otherwise associated, compete with the Company or interfere with the business relationships of the Company in any of the lines of business in which the Company is engaged as of the date of this Agreement, or may enter after the date of this Agreement, and for which line or lines of business Optionee shall have in the course of his employment with the Company provided services or held duties or responsibilities.

(ii)Optionee shall not solicit, encourage, or induce any franchisees, customers, suppliers, vendors, or contractors of the Company, or any prospect being actively pursued by the Company, to terminate or adversely modify any business relationship with the Company or not to proceed with, or enter into, any business relationship with the Company,  nor shall Optionee otherwise interfere with any business relationship between the Company and any of its franchisees, customers, suppliers, vendors, or contractors; and

(iii)Optionee shall not solicit, encourage or induce any employee of the Company to terminate his/her employment with the Company, employ any person employed by the Company, or otherwise interfere with or disrupt the Company’s relationship with other employees.

(b)Optionee acknowledges and agrees that the foregoing covenants are reasonable and necessary for the protection of the Company’s valid business interests and that a violation of any of the covenants will cause immediate and irreparable injury to the Company, for which injury there is no adequate remedy at law.  Optionee expressly agrees that in the event of the actual or threatened breach of such covenants by him/her, the Company, its successors and assigns shall be entitled to an immediate injunction by a court of competent jurisdiction preventing and restraining such breach.  In any such action for injunctive relief, the Company shall be entitled to recover from Optionee the costs, including reasonable attorney’s fees, incurred by the Company in the action, in addition to any other relief awarded by the court.  Optionee acknowledges that the covenant not to engage or compete in the business of administering computer-based tests or providing computer-based testing services or facilities may also be enforced by Educational Testing Service of Princeton, New Jersey, and in this regard, Optionee acknowledges Educational Testing Service’s standing to enforce this covenant, and waives any defense Optionee may have on the basis that Educational Testing Service is not a direct party to this Agreement.

(c)It is specifically agreed that each of the covenants set forth above in Sections 1 a(i), (ii) and (iii) is severable, and if any of them is determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Section 1 shall be unaffected thereby and shall remain in full force to the fullest extent permitted by law.  If any of the covenants is held invalid or unenforceable by reason of length of time, area covered or activity covered, or any combination thereof, or for any other reason, any court of competent jurisdiction shall adjust, reduce or otherwise reform any such covenant to the extent necessary to cure any invalidity and to protect the interests of the Company to the fullest extent of the law so that the area, time period and scope of activity restricted shall be the maximum area, time period and scope of activity the court deems valid and enforceable, and as reformed such covenant shall then be enforced.

2.Grant of Option

(a)Subject to the terms and conditions set forth herein, the Company hereby grants to the Optionee during the period commencing as of the date of this Agreement and ending on                   , 2013 at 11:59 p.m. (the “Option Period”) Non-Qualified Stock Options to purchase from the Company, at a price of $          per share, up to but not exceeding in the aggregate                   shares of the Company’s duly registered Common Stock (the “Stock”), such number being subject to adjustment as provided in the Plan.

(b)Nothing contained in the Plan or this Agreement, nor the grant of Options herein, shall be construed or deemed under any circumstances to obligate the Company to continue the

employment of the Optionee for the period within which the Options granted may be exercised or for any other definite period of time, and nothing in the Plan or this Agreement shall limit or restrict the right of the Company to terminate the Optionee’s employment at any time, for any reason, for or without cause.

3.Exercise of Option

Subject to such other limitations as may be provided by the Committee (as defined in the Plan), the Option granted in paragraph 2 of this Agreement may be exercised as follows:

(a)The aggregate number of shares of Stock of the Company optioned by this Agreement shall be divided into installments, as follows.  The first installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable, in whole or in part, commencing                         , 2004; the second installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable, in whole or in part, commencing                               , 2005; the third installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable, in whole or in part, commencing                          , 2006; the fourth installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable in whole or in part, commencing on                 , 2007; and the fifth installment, which shall be in an amount equal to twenty percent (20%) of the shares optioned hereunder, shall be exercisable, in whole or in part, commencing on                   , 2008.  Such installments may be accelerated as provided in Section 14.4 of the Plan.

(b)To the extent not exercised, installments shall accumulate and be exercisable by the Optionee, in whole or in part, in any subsequent year included in the Option Period but not later than the expiration of the Option Period.

(c)No less than one hundred (100) shares of Stock may be purchased upon any one exercise of the Option granted hereby unless the number of shares of Stock purchased at such time is the total number of shares of Stock in respect of which the Option hereby granted is then exercisable.

(d)In no event shall any Option granted hereby be exercisable for a fractional share.

(e)The Committee may in its discretion place limitations on the extent to which shares of Stock of the Company may be tendered by the Optionee as payment upon exercise of an Option.

(f)From time to time, in its discretion, the Committee may offer the Optionee the right to cancel any Options granted hereunder.

4.Method of Exercising Option and Payment of Option Price

(a)The Option hereby granted shall be exercised by the Optionee by delivering to the Secretary of the Company, from time to time, on any business day during the Option Period (the “Exercise Date”), written notice specifying the number and kind of shares of Stock the Optionee then desires to purchase (the “Notice”), and either (i) cash, certified check, bank draft or postal or express money order to the order of the Company for an amount in United States dollars equal to the option price for the number of shares of Stock specified in the Notice (the “Total Option Price”), such payment to be delivered with the Notice, or (ii) in the discretion of the Committee, shares of Stock of the Company with a value (determined in

accordance with paragraph (d) below) equal to or less than the Total Option Price plus, cash, certified check, bank draft or postal or express money order to the order of the Company for an amount in United States dollars equal to the amount, if any, by which the Total Option Price exceeds the Fair Market Value of such shares of Stock of the Company (determined in accordance with paragraph (d) below).  In the case of (ii) above, the Total Option Price shall be delivered to the Secretary of the Company not later than the end of the first business day after the Exercise Date.  In the event of payment in shares of Stock, such payment shall be made by delivery of the necessary stock certificates, with executed stock powers attached, to the Secretary of the Company.  If the Optionee pays the Total Option Price pursuant to clause (ii) above, then the Notice shall state that the Optionee acknowledges that payment of the Total Option Price is his or her absolute and personal liability enforceable by the Company against him or her or his or her estate.

(b)Within five (5) business days after the Exercise Date, the Company shall, subject to the receipt of the Total Option Price and withholding tax, if any, issue to the Optionee the number of shares of Stock with respect to which such Option shall be so exercised, and shall deliver to the Optionee a certificate (or certificates) therefor.

(c)For purposes of this Paragraph 4, the value of shares of Stock of the Company tendered to exercise an Option shall be determined by the Committee, as required; provided, however, that (i) if the Common Stock of the Company is admitted to quotation on the National Association of Securities Dealers Automated Quotation system (“NASDAQ”) on the Exercise Date, Fair Market Value shall be the average of the highest bid and lowest asked prices of the Common Stock on such system on such date, or (ii) if the Common Stock is admitted to trading on a national securities exchange or the NASDAQ/National Market System (“NASDAQ/NMS”) on the Exercise Date, Fair Market Value shall be the last sale price reported for the Common Stock on such exchange or NASDAQ/NMS on such date or on the last date preceding such date on which a sale was reported.

(d)If the Optionee is subject to liability under section 16(b) of the Securities Exchange Act of 1934 and makes an election in a timely manner under section 83(b) of the Code (as that term is defined in the Plan) to recognize income for tax purposes when the Option granted hereby is first exercised, the Optionee shall notify the Company within ten (10) days of making such election.

5.Termination

The Options granted hereby shall terminate and be of no force or effect after                    , 2013, unless terminated prior to such time as provided below.

If the Optionee ceases employment with the Company, the Optionee’s Options granted hereby shall terminate or be exercisable as follows:

(a)Termination  If Termination (as that term is defined in the Plan) occurs, the Options granted hereby shall terminate as of the ninetieth (90th) calendar day following the date of Termination, unless Optionee’s employment with the Company is terminated because Optionee is discharged by the Company for cause (as defined below), in which case the right to exercise any Options granted hereby shall terminate immediately upon such termination of employment.  Cause for discharge shall mean fraud, dishonesty, willful misconduct in connection with the Optionee’s duties or responsibilities, gross negligence

in the performance of duties or responsibilities, or failure to perform responsibilities in the best interests of the Company, each as determined in good faith by the Company, which determination shall be conclusive.

(b)Retirement  In the event of Retirement (as that term is defined in the Plan), the Optionee may exercise the Options (to the extent that same shall be vested as of Optionee’s Retirement Date) within three (3) months of the Optionee’s Retirement Date (as that term is defined in the Plan), or within such shorter period as may be specified by law or the term of the Option as specified in Paragraph 2 hereof.

(c)Disability  Upon the Optionee’s Disability (as that term is defined in the Plan) the Options (to the extent that same shall be vested as of Optionee’s Date of Disability) are exercisable by the Optionee within twelve (12) months (or such shorter time as may be provided by law or the term of the Options as specified in Paragraph 2 hereof) from the Date of Disability.  This subparagraph (c) shall apply only to Optionees who are Eligible Employees (as defined in the Plan).

(d)Death  If the Optionee dies while in the employment of the Company or within the period of time after Retirement during which the Optionee would have been entitled to exercise the Options granted hereby, the Optionee’s estate, personal representative or beneficiary (as applicable) shall have the right to exercise the Options (to the extent that same shall be vested as of Optionee’s date of death) within twelve (12) months from the date of the Optionee’s death (or within such shorter time as may be provided by law or the term of the Options as specified in Paragraph 2 hereof).

Any determination made by the Committee with respect to any matter referred to in this Paragraph 5 shall be final and conclusive on all persons affected thereby.  Employment by the Company shall be deemed to include employment of the Optionee by, and shall continue during any period in which the Optionee is in the employ of, any subsidiary.

6.Optionee

Whenever the word “Optionee” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the estate, personal representative or beneficiary to whom this Option may be transferred by will or by the laws of descent and distribution, the word “Optionee” shall be deemed to include such person.

7.Assignability

Except as otherwise provided herein, this Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution and is exercisable during the Optionee’s lifetime only by the Optionee.  No assignment or transfer of this Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except by will or the laws of descent and distribution, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any attempt to assign or transfer this Option the same shall terminate and be of no force or effect.

8.Rights as a Stockholder

The Optionee shall not be deemed for any purpose to be a stockholder of the Company with respect to the shares represented by this Option until this Option shall have been exercised, payment and issue have been made as herein provided and the Optionee’s name has been entered as a stockholder of record on the books of the Company.

9.The Company’s Rights

The existence of this Option shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10.Recapitalization; Merger and Consolidation

(a)Other than pursuant to any conversion rights set forth in the charter of the Company, if the shares of the Company’s Common Stock as a class are increased, decreased or changed into, or exchanged for, a different number or kind of shares or securities of the Company, through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of securities subject to the Plan and in the number, kinds and per share exercise price of shares of Stock subject to unexercised Options or portions thereof granted prior to any such change.  Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of Stock covered by the Option.  No fractional shares shall be issued as a result of any such adjustment.

(b)Upon dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation in which the Company is not the surviving corporation, or upon the sale of substantially all of the property of the Company to another corporation, the Plan and the Options issued thereunder shall terminate, unless provision is made in connection with such transaction for the assumption of Options theretofore granted, or the substitution for such Options of new Options of the successor employer corporation or a parent or subsidiary thereof, with appropriate adjustment as to the number and kinds of securities and the per share exercise prices.  In the event of such termination, all outstanding Options shall be exercisable in full for at least thirty (30) days whether or not otherwise exercisable during such period but not later than the date the Options would otherwise expire.

11.Preemption by Applicable Laws or Regulations

Anything in this Agreement to the contrary notwithstanding, if, at any time specified herein for the issue of shares of Stock to the Optionee, any law, regulation or requirements of any governmental authority having appropriate jurisdiction shall require either the Company or the Optionee to take any action prior to or in connection with the shares of Stock then to be issued, sold or repurchased; the issue, sale or repurchase of such shares of Stock shall be deferred until such action shall have been taken.

12.Resolution of Disputes

Any dispute or disagreement which shall arise under, or as a result of, or pursuant to, this Agreement shall be determined by the Committee in its absolute and uncontrolled discretion, and any such determination or any other determination by the Committee under or pursuant to this Agreement and any interpretation by the Committee of the terms of this Agreement, shall be final, binding and conclusive on all persons affected thereby.

13.Amendments

The Committee shall have the right, in its absolute and uncontrolled discretion, to alter or amend this Agreement, from time to time, in any manner, for the purpose of promoting the objectives of the Plan but only if all agreements granting Options to purchase shares of the Company’s Stock pursuant to the Plan which are in effect and not wholly exercised at the time of such alteration or amendment shall also be similarly altered or amended with substantially the same effect, and any alteration or amendment of this Agreement by the Committee shall, upon adoption thereof by the Committee, become and be binding and conclusive on all persons affected thereby without requirement for consent or other action with respect thereto by any such person.  The Company shall give written notice to the Optionee of any such alteration or amendment of this Agreement by the Committee as promptly as practical after the adoption thereof.  The foregoing shall not restrict the ability of the Optionee and the Company by mutual consent to alter or amend this Agreement in any manner which is consistent with the Plan and approved by the Committee.  The Optionee and the Company agree that this Agreement shall be subject to any provision necessary to assure compliance with federal and state securities laws.

14.Notice

Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, addressed as follows:  to the Company at 1000 Lancaster Street, Baltimore, Maryland 21202 (Attention:  Office of the Secretary/Legal Department), or at such other address as the Company, by notice to the Optionee, may designate in writing from time to time; to the Optionee, at his or her address as shown on the records of the Company, or at such other address as the Optionee, by notice to the Secretary of the Company, may designate in writing from time to time.

15.Tax Withholding

The Company shall have the right to deduct from any payment hereunder any federal, state, local or employment taxes which it deems are required by law to be withheld.  At the request of the Optionee, or as required by law, such sums as may be required for the payment of any estimated or accrued income tax liability may be withheld and paid over to the governmental entity entitled to receive the same.

16.Fractional Shares

Any fractional shares concerning this Option shall be eliminated at the time of exercise by rounding down for fractions of less than one-half (1/2) and rounding up for fractions of equal to or more than one-half (1/2).  No cash settlements shall be made with respect to fractional shares eliminated by rounding.

17.Governing Law

All matters relating to this Agreement shall be governed by the laws of the State of Maryland, without regard to the principles of conflict of laws, except to the extent preempted by the laws of the United States.

18.Construction

This Agreement has been entered into in accordance with the terms of the Plan, and wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

19.Non-Qualified Nature of Agreement

This Agreement is intended to be an agreement concerning a stock option arrangement which does not qualify under section 422A of the Code (as defined in the Plan), and this Agreement shall be so construed.

20.General

The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock of the Company as will be sufficient to satisfy the requirements herein, shall pay all original issue and transfer taxes with respect to the issue and transfer of shares of Common Stock of the Company pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection herewith, and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company shall be applicable thereto.

21.Regulatory Compliance

No Stock shall be issued hereunder until the Company has received all necessary regulatory approvals and has taken all necessary steps to assure compliance with federal and state securities laws or has determined to its satisfaction and the satisfaction of its counsel that an exemption from the requirements of the federal and applicable state securities laws are available.

22.Incorporation of Plan

This Agreement is entered into under the applicable provisions of the Plan which is attached hereto and made a part hereof

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and its seal to be affixed hereto, and the Optionee has hereunto set the Optionee’s hand and seal, all on the day and year first above written.

	SYLVAN LEARNING SYSTEMS, INC.
	By:
	Name:	Robert W. Zentz, Sr. Vice President
	Date:
[SEAL]
	THE OPTIONEE:
			(SEAL)
	Name:
Date:

EX-99.6

EXHIBIT 99.6

Restricted Stock Agreement

Laureate Education, Inc.
1998 Stock Incentive Plan

Grantee:

No. of Shares:

This Agreement (the “Agreement”) evidences the award of              restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Laureate Education, Inc., a Maryland corporation (the “Company”), granted to you,                        , effective as of            , 200  (the “Grant Date”), pursuant to the Laureate Education, Inc. 1998 Stock Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below.  All of the provisions of the Plan are expressly incorporated into this Agreement.

1.Terminology.  Capitalized words used in this Agreement not defined above are defined in the Glossary at the end of the Agreement.

2.Grantee’s Agreement

(a)In consideration of the Award Shares granted to you pursuant to this Agreement, you agree and covenant that, except as specifically authorized by the Company or this Agreement, during the term of your Service and for a period of two (2) years after your Service with the Company is terminated, by you or the Company, for any reason:

(i)Grantee shall not, directly or indirectly, in any capacity whatsoever anywhere in the World where the Company itself, or through its franchisees and licenses does business, either on his/her own behalf or on behalf of any other person or entity with whom he may be employed or otherwise associated, compete with the Company or interfere with the business relationships of the Company in any of the lines of business in which the Company is engaged as of the date of this Agreement, or may enter after the date of this Agreement, and for which line or lines of business Grantee shall have in the course of his employment with the Company provided services or held duties or responsibilities.

(ii)Grantee shall not solicit, encourage, or induce any franchisees, customers, suppliers, vendors, or contractors of the Company, or any prospect being actively pursued by the Company, to terminate or adversely modify any business relationship with the Company or not to proceed with, or enter into, any business relationship with the Company, nor shall Grantee otherwise interfere with any business relationship between the Company and any of its franchisees, customers, suppliers, vendors, or contractors; and

(iii)Grantee shall not solicit, encourage or induce any employee of the Company to terminate his/her employment with the Company, employ any person employed by the Company, or otherwise interfere with or disrupt the Company’s relationship with other employees.

(b)You acknowledge and agree that the foregoing covenants are reasonable and necessary for the protection of the Company’s valid business interests and that a violation of any of the covenants will cause immediate and irreparable injury to the Company, for which injury there is no adequate remedy at law.  You expressly agree that in the event of the actual or threatened breach of such covenants by you, the Company, its successors and assigns shall be entitled to an immediate injunction by a court of competent jurisdiction preventing and restraining such breach.  In any such action for injunctive relief, the Company shall be entitled to recover from you the costs, including reasonable attorney’s fees, incurred by the Company in the action, in addition to any other relief awarded by the court.  You acknowledge that the covenant not to engage or compete in the business of administering computer-based tests or providing computer-based testing services or facilities may also be enforced by Educational Testing Service of Princeton, New Jersey, and in this regard, You acknowledge Educational Testing Service’s standing to enforce this covenant, and waive any defense you may have on the basis that Educational Testing Service is not a direct party to this Agreement.

(c)It is specifically agreed that each of the covenants set forth above in Sections 2a(i), (ii) and (iii) is severable, and if any of them is determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Section 2 shall be unaffected thereby and shall remain in full force to the fullest extent permitted by law.  If any of the covenants is held invalid or unenforceable by reason of length of time, area covered or activity covered, or any combination thereof, or for any other reason, any court of competent jurisdiction shall adjust, reduce or otherwise reform any such covenant to the extent necessary to cure any invalidity and to protect the interests of the Company to the fullest extent of the law so that the area, time period and scope of activity restricted shall be the maximum area, time period and scope of activity the court deems valid and enforceable, and as reformed such covenant shall then be enforced.

3.Vesting.  All of the Award Shares are nonvested and forfeitable as of the Grant Date.  So long as your Service with the Company is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, 20% of the Award Shares will vest and become nonforfeitable on each anniversary of the Grant Date, such that 100% of the Award Shares will be vested and nonforfeitable on the fifth anniversary of the Grant Date.  Unless otherwise determined by the Administrator, none of the Award Shares will become vested and nonforfeitable after your Service with the Company ceases.

4.Termination of Employment or Service.  If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited to the Company upon such cessation for no consideration.

5.Restrictions on Transfer.

(a)Until an Award Share becomes vested and nonforfeitable, it may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

(b)The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement.

6.Stock Certificates.  You are reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books.  The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable.  Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares.  All regular cash dividends on the Award Shares held by the Company will be paid directly to you.  As soon as practicable after vesting of the Award Shares, the Company will deliver a share certificate to you, or deliver shares electronically or in certificate form to your designated broker on your behalf, for such vested Award Shares.

7.Tax Withholding.  You acknowledge that you will recognize compensation income on each date that the Award Shares vest in an amount equal to the fair market value per share determined on the vesting date multiplied by the number of Award Shares that become vested on that date.  You hereby authorize the Company to deduct from any compensation or any other payment of any kind (including withholding the issuance of shares of Common Stock) due you the amount of any federal, state, local or foreign taxes required by law to be withheld as a result of the vesting of the Award Shares in whole or in part; provided, however, that the value of the shares of Common Stock withheld may not exceed the statutory minimum withholding amount required by law.  In lieu of such deduction, the Company may require you to make a cash payment to the Company equal to the amount required to be withheld.  If you do not make such payment when requested, the Company may refuse to issue any Common Stock certificate under this Agreement until arrangements satisfactory to the Administrator for such payment have been made.

8.Adjustments for Corporate Transactions and Other Events.

(a)Stock Dividend, Stock Split and Reverse Stock Split.Upon a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, the number of Award Shares and the number of such Award Shares that are nonvested and forfeitable shall, without further action of the Administrator, be adjusted to reflect such event.  The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Award Shares as a result of the stock dividend, stock split or reverse stock split.  Adjustments under this Section 8 will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive.  No fractional Award Shares will result from any such adjustments.

(b)Binding Nature of Agreement.  The terms and conditions of this Agreement shall apply with equal force to any additional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the Award Shares, whether as a result of any spin-off, stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, except as otherwise determined by the Administrator.  If the Award Shares are converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property received upon such conversion, exchange or distribution in the same manner and to the same extent as the Award Shares.

9.Non-Guarantee of Employment or Service Relationship.  Nothing in the Plan or this Agreement shall alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between the Company and you, or as a contractual right of you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any Award Shares or any other adverse effect on your interests under the Plan.

10.Rights as Stockholder.  Except as otherwise provided in this Agreement with respect to the nonvested and forfeitable Award Shares, you are entitled to all rights of a stockholder of the Company, including the right to vote the Award Shares and receive dividends and/or other distributions declared on the Award Shares.

11.The Company’s Rights.  The existence of the Award Shares shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

12.Notices.  All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of the Company, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal executive office or, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties.

13.Entire Agreement.  This Agreement contains the entire agreement between the parties with respect to the Award Shares granted hereunder.  Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Award Shares granted hereunder shall be void and ineffective for all purposes.

14.Amendment.  This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Award Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.

15.Conformity with Plan.  This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan.  Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan.  In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern.  A copy of the Plan isavailable upon request to the Administrator.

16.Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Maryland, without regard to its provisions concerning the applicability of laws of other jurisdictions.  Any suit with respect hereto will be brought in the federal or state courts in the districts which include Baltimore, Maryland, and you hereby agree and submit to the personal jurisdiction and venue thereof.

17.Headings.  The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

{Remainder of Page Intentionally Blank}

GLOSSARY

(a)“Administrator” means the Board of Directors of Laureate Education, Inc. or such committee or committees appointed by the Board to administer the Plan.

(b)“Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with Laureate Education, Inc. (including but not limited to joint ventures, limited liability companies and partnerships).  For this purpose, “control” means ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

(b)“Cause” has the meaning ascribed to such term or words of similar import in your written employment or service contract with the Company and, in the absence of such agreement or definition, means fraud, dishonesty, willful misconduct in connection with your duties or responsibilities or otherwise, gross negligence in the performance of your duties or responsibilities, or failure to perform your responsibilities in the best interests of the Company, each as determined in good faith by the Company, which determination shall be conclusive.

(c)“Company” means Laureate Education, Inc. and its Affiliates, except where the context otherwise requires.

(d)“Service” means your employment or other service relationship with the Company and its Affiliates.  Service will be considered to have ceased with the Company if, after a sale, merger or other corporate transaction, the trade, business or entity with which you are employed is no longer an Affiliate of Laureate Education, Inc.

(e)“You”; “Your”.  You means the recipient of the Award Shares as reflected in the first paragraph of this Agreement.  Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the Award Shares may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

LAUREATE EDUCATION, INC.

By:

Date:

The undersigned hereby acknowledges that he/she has carefully read this Agreement and agrees to be bound by all of the provisions set forth herein.

WITNESS:	GRANTEE
	Date: