8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2006

LAUREATE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Maryland	0-22844	52-1492296
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1001 Fleet Street, Baltimore, Maryland 21202

(Address of principal executive offices)         (ZIP Code)

Registrant’s telephone number, including area code: (410) 843-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1  - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Pursuant to the terms of Laureate Education, Inc. 2005 Stock Incentive Plan, Laureate Education, Inc. (the “Company”) is permitted to issue, among other types of awards, restricted shares of and options to purchase its common stock. Copies of the forms of the agreements that the Company intends to use are attached hereto. Attached as Exhibit 10.01 is a form restricted stock agreement to be entered into in connection with awards of restricted shares. Attached as Exhibit 10.02 is a form of nonqualified stock option agreement to be entered into with Company employees in connection with a grant of nonqualified stock options. Attached as Exhibit 10.03 is a form of nonqualified stock agreement to be entered into with non-employee directors of the Company in connection with a grant of nonqualified stock options.

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
10.01	Form of Employee Restricted Stock Agreement pursuant to Laureate Education, Inc. 2005 Stock Incentive Plan
10.02	Form of Employee Nonqualified Stock Option Agreement pursuant to Laureate Education, Inc. 2005 Stock Incentive Plan
10.03	Form of Nonqualified Stock Option Agreement for Non-Employee Directors pursuant to Laureate Education, Inc. 2005 Stock Incentive Plan

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LAUREATE EDUCATION, INC.
	/s/ Rosemarie Mecca
	Name: Rosemarie Mecca
	Title: Executive Vice President and
	Chief Financial Officer
Date:  August 7, 2006

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Exhibit Index

Exhibit	Description
10.01	Form of Employee Restricted Stock Agreement pursuant to Laureate Education, Inc. 2005 Stock Incentive Plan
10.02	Form of Employee Nonqualified Stock Option Agreement pursuant to Laureate Education, Inc. 2005 Stock Incentive Plan
10.03	Form of Nonqualified Stock Option Agreement for Non-Employee Directors pursuant to Laureate Education, Inc. 2005 Stock Incentive Plan

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EX-10.01

Exhibit 10.01

RESTRICTED STOCK AGREEMENT

LAUREATE EDUCATION, INC.
2005 STOCK INCENTIVE PLAN

GRANTEE:                                                                     

NO. OF AWARD 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 (“Laureate”), granted to you, _______________________ (the “Grantee”), effective as of ___________, 20__ (the “Grant Date”), pursuant to the Laureate Education, Inc. 2005 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.  You must return an executed copy of this Restricted Stock Agreement to the Company within 30 days of the date hereof.  If you fail to do so, the Award Shares will be forfeited to the Company.

WHEREAS, the Grantee is now in the employ of, or other service capacity with, Laureate or a subsidiary or Affiliate of Laureate (Laureate, together with all subsidiaries and Affiliates, called collectively the “Company”), and the Company desires to have the Grantee remain in such employ or capacity and to afford the Grantee the opportunity to acquire stock ownership in the Company so that the Grantee may have a direct proprietary interest in the Company’s success; and

WHEREAS, in any such employment and capacity the Company agrees to provide Grantee with confidential and proprietary information and trade secrets in addition to that of which Grantee already has knowledge; and

WHEREAS, Laureate and its stockholders have approved the Plan pursuant to which the Company may, from time to time, enter into stock award 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.             Terminology

Capitalized terms used in this Agreement not otherwise defined herein shall have the meanings set forth below:

(a)“Administrator” means the Compensation Committee of the Board, or such other 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 (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)“Board” means the Board of Directors of Laureate.

(d)“Change in Control” means (i) the acquisition (other than from Laureate) in one or more transactions by any Person, as defined below, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of (A) the then outstanding shares of the securities of Laureate, or (B) the combined voting power of the then outstanding securities of Laureate 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 Laureate; or (iii) the effective time of any merger, share exchange, consolidation, or other business combination involving Laureate 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 definition, a “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than employee benefit plans sponsored or maintained by Laureate and by entities controlled by Laureate.

(e)“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months.  The Administrator may require such proof of total and permanent disability as the Administrator in its sole discretion deems appropriate and the Administrator’s good faith determination as to whether the Grantee is totally and permanently disabled shall be final and binding on all parties concerned.

(f)“EPS” means earnings per share of Laureate Common Stock for the applicable target fiscal year, determined in accordance with accounting principles generally accepted in the United States but without regard to recognition of costs resulting from share-based payment transactions under Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“FAS 123R”).

(g)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(h)“Grantee” means the recipient of the Award Shares as reflected in the first paragraph of this Agreement.  Whenever the word “Grantee” 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 word “Grantee” shall be deemed to include such person.

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(i)“Revenue” means total revenue for the applicable target fiscal year as reported in the Company’s audited Consolidated Statement of Operations included in the Form 10-K annual report for such year.

(j)“Securities Act” means the Securities Act of 1933, as amended.

(k)“Service” means the Grantee’s employment or other bona fide service relationship with the Company.  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 the Grantee is employed is neither Laureate nor an Affiliate of Laureate.

2.             Grantee’s Agreement

(a)In consideration of the Award Shares granted to Grantee pursuant to this Agreement, Grantee agrees and covenants that, except as specifically authorized by the Company or this Agreement, during the term of the Grantee’s employment and for a period of two (2) years after Grantee’s employment with the Company is terminated, by the Grantee or the Company, for any reason,

(i)            Grantee shall not, regardless of the Grantee’s physical location, directly or indirectly, in any capacity whatsoever, interfere with the business relationships of the Company or compete or assist in competition with the Company

(a)          in any country in the world in which the Company itself, or through its franchisees or licensees, does business, or in regard to which the Company had been engaged in planning to do business prior to Grantee’s termination of employment with the Company and

(b) 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 the Grantee’s employment with the Company provided services or held duties or responsibilities.

Grantee acknowledges that examples of such lines of business include, but are not limited to:

·management and expansion of campus-based post-secondary education;

·acquisition and networking educational institutions and facilities;

·planning, location and construction of satellite educational campuses;

·providing distance education in vocational, academic and professional studies; and

·development or offering of learning products for the training or enhancement of skills of workers.

Grantee further acknowledges that currently the Company conducts campus-based business in the United States, Mexico, Chile, Brazil and numerous other countries

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throughout the world, is also engaged in the business of buying educational institutions from the pool of such institutions available for acquisition throughout the world, and provides distance-learning services throughout the world.

As used herein, competing includes providing management, sales, marketing, development, or financial assistance to any business effort that is aimed at offering products or services similar to those provided by the Company or at acquiring foreign universities for operation.  This Agreement, however, does not prevent or limit the right of Grantee to own capital or other securities of any corporation, the securities of which are publicly owned or regularly traded in the over-the-counter market or on any securities exchange, provided that Grantee does not acquire beneficial ownership of more than one percent of the issuer’s outstanding securities of that class.

(ii)           Grantee shall not solicit, encourage or induce any franchisee, customer, supplier, vendor, or contractor 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 not to 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, directly or indirectly, 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, nor shall Grantee in any manner, by the provision of information or otherwise, assist in any such effort by a third party.

(b)As additional consideration, both during and after the term of this Agreement, Grantee also shall preserve and protect the confidentiality of, and not disclose to any third party without the Company’s consent, nor shall the Grantee use for the Grantee’s own or any third party’s benefit, the Company’s proprietary or confidential information and trade secrets, and all their physical forms, whether disclosed to the Grantee before or after this Agreement is signed.  The Company’s confidential and/or proprietary information and/or trade secrets include, but are not limited to vendor and supplier information, pricing policies, price points, operational methods, marketing plans and strategies, budgets and projections, acquisition techniques, strategies, targets and planning, financial analysis and metrics, know-how, marketing information and techniques, construction methods and models, compilations of technical, financial, legal or other data, research and development, ideas, designs, drawings, customer or prospective customer names or contact information, human resource information and other information related to customers, prices, financial matters, staffing, accounting and management methods.  Such information does not include matter that is known or becomes known to the public without fault of the Grantee, except it shall include compilations of information drawn from public sources where the compilation is not known to the public and is of value because of the effort required for its assembly or where the public information is combined with confidential matter or subjected to confidential review, analysis or enhancement.  Grantee agrees that if the Grantee should have any question concerning the extent of this obligation, the Grantee shall clear in advance any prospective information disclosure with the Company’s general counsel.

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(c)Grantee acknowledges that the foregoing covenants are supplemental to any such covenants by which the Grantee is already bound and that they do not replace such pre-existing obligations.  Further, Grantee agrees that the covenant not to compete in Section 2(a) above is ancillary to the agreement herein concerning confidential information and to other agreements between the parties.

(d) Grantee acknowledges and agrees that the foregoing covenants are reasonable and necessary for the protection of the Company’s valid business interests.  Grantee further acknowledges 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.  Grantee expressly agrees that in the event of the actual or threatened breach of such covenants by the Grantee, the Company, its successors and assigns shall be entitled to an immediate injunction by a court of competent jurisdiction preventing and restraining such breach.  Grantee acknowledges that the granting of such relief will not be unduly burdensome to the Grantee or deprive the Grantee of the means to earn a livelihood.  In the event the Grantee breaches any of the covenants in Section 2(a) above, the two-year period shall automatically toll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals.  The two-year period shall continue upon the effective date of any such settlement, judicial, or other resolution.

(e)It is specifically agreed that each of the covenants set forth above in Sections 2(a)(i), (ii) and (iii) and 2(b), and any portions thereof, are 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 reasons, 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.

(f) Grantee further agrees to advise the Company of any and all employment, directorships or other service relationships the Grantee undertakes for the two-year period after the Grantee terminates with the Company and to provide any prospective employer with advance notice of the covenants contained herein.  Grantee also recognizes the Company’s right to advise any prospective or actual employer of the Grantee concerning the obligations herein.  In any action for injunctive or other relief in which the Company enforces any of those obligations, the Company shall be entitled to recover from Grantee the costs, including reasonable attorneys’ fees, incurred by the Company in the action, in addition to any other relief awarded by the Court.

3.             Vesting

(a)All of the Award Shares are nonvested and forfeitable as of the Grant Date.  The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set

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forth below, provided that the Grantee’s Service with the Company is continuous from the Grant Date through the applicable vesting date.

(i)            25% of the Award Shares (each 25% increment, a “Tranche of Shares”) will become vested and nonforfeitable on the relevant vesting date set forth in the table below with respect to each target fiscal year provided that both the target EPS and the target Revenue metrics reflected in the table are attained for such target fiscal year.

(ii)           If one or both of the targets are not met for a target fiscal year, the Award Shares that would have vested had such targets been attained are rolled forward and are eligible for vesting on the next vesting date provided that the target EPS and target Revenue metrics for the next target fiscal year are attained.

(iii)          A Tranche of Shares that does not become vested and nonforfeitable with respect to its initial target fiscal year may be rolled forward to the next fiscal year once only and will be forfeited to the Company on the vesting date of such next fiscal year if they do not become vested and nonforfeitable on such date; provided, however, that all Award Shares that remain unvested as of __________ __, ____, after application of these rules and not earlier forfeited, will be forfeited to the Company on __________ __, ____.

(iv)          For the ____ target fiscal year, if $____ EPS and $____ Billion Revenues are attained for such year, the Tranche of Shares otherwise scheduled to vest on __________ __, ____, will become vested and nonforfeitable on __________ __, ____, in addition to all other Award Shares eligible to vest with respect to the ____ target fiscal year.

(v)           Unless otherwise determined by the Administrator, none of the Award Shares will become vested and nonforfeitable after the Grantee’s Service with the Company ceases.

(vi)          The Administrator, in its sole discretion, may adjust the targets specified in the table below as it considers in good faith to be appropriate to reflect “extraordinary items” as determined under accounting principles generally accepted in the United States including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or nonrecurring items, and the cumulative effects of accounting changes.

[Table]

4.             Termination of Employment or Service.  If the Grantee’s 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.

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(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.  The Grantee is 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 the Grantee 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 the Grantee.  As soon as practicable after vesting of the Award Shares, the Company will deliver a share certificate to the Grantee, or deliver shares electronically or in certificate form to the Grantee’s designated broker on the Grantee’s behalf, for such vested Award Shares.

7.             Forfeiture of Award Shares/Clawback Payment.  The Award Shares are granted as consideration for, and contingent upon, the Grantee agreeing to abide by the restrictive covenants set forth in Section 2 of this Agreement (the “Restrictive Covenants”).  The Grantee further recognizes and affirms that the Restrictive Covenants are material and important terms of this Agreement and it would be difficult to ascertain the damages arising from a violation of the Restrictive Covenants.  Accordingly, notwithstanding anything herein to the contrary, if the Administrator or its delegate, in its sole discretion, determines in good faith that the Grantee has engaged in any activity that contravenes the Restrictive Covenants, the Grantee agrees that the following shall occur:

(a)All outstanding, unvested Award Shares shall be forfeited to the Company effective on the date on which such determination is made (the “Determination Date”); and

(b)With respect to all Award Shares that had become vested and nonforfeitable prior to the Determination Date (the “Recapture Shares”), the Grantee agrees that, within 10 days after receiving from the Company written notification that the Administrator has determined that the Grantee has violated the Restrictive Covenants, the Grantee will (i) to the extent that the Grantee then owns any of the Recapture Shares, transfer such Recapture Shares to the Company by delivering stock certificates evidencing the Recapture Shares, together with a stock power, endorsed in blank, and such other documents that the Administrator may reasonably request evidencing that the Grantee owns such Recapture Shares free and clear of liens and other encumbrance and without restriction on transfer and (ii) to the extent that the Grantee has disposed of any of the Recapture Shares to an unrelated third party in an arms’ length transaction, pay to the Company, in United States dollars, an amount equal to the gross proceeds that the Grantee received upon disposition of such Recapture Shares, along with such documentary evidence as the Administrator may reasonably request reflecting the arms’ length nature of the transaction and the amount of the gross proceeds.  In the event that the Grantee has disposed of any of the Recapture Shares in other than an arms’ length transaction to an unrelated third party, the Grantee shall pay to the Company, in United States dollars, for each such Recapture Share so disposed of an amount equal to the Fair Market Value per share of the Common Stock on the Determination Date.

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Nothing in this Section 7 will be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including injunctive relief or the recovery of any damages that it may additionally prove, and all remedies will be cumulative and not affirmative.

8.             Coordination With Other Agreements.  To the extent that the Grantee is a party to any agreement with the Company that contains covenants the same as or similar to those set forth in this Agreement (hereinafter referred to as the “Other Agreement”), the Grantee and the Company expressly agree that any remedy available to the Company under this Agreement is in addition to, and does not limit the enforceability of, any remedy available to the Company under such Other Agreement.

9.             Tax Election and Tax Withholding

(a)The Company shall have the right to deduct from any compensation or any other payment of any kind (including withholding the delivery of shares of Common Stock) due the Grantee the amount of any federal, state, local or foreign taxes required by law to be withheld as a result of the grant or 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 the Grantee to make a cash payment to the Company equal to the amount required to be withheld.  If the Grantee does 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.

(b)The Grantee hereby acknowledges that the Grantee has been advised by the Company to seek independent tax advice from the Grantee’s own advisors regarding the availability and advisability of making an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, and that any such election, if made, must be made within 30 days after the Grant Date.  The Grantee expressly acknowledges that the Grantee is solely responsible for filing any such Section 83(b) election with the appropriate governmental authorities, irrespective of the fact that such election is also delivered to the Company.  The Grantee may not rely on the Company or any of its officers, directors or employees for tax or legal advice regarding this award.  The Grantee acknowledges that the Grantee has sought tax and legal advice from the Grantee’s own advisors regarding this award or has voluntarily and knowingly foregone such consultation.

10.           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 10 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.

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(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 the Grantee in exchange for, or by virtue of the Grantee’s ownership of, the Award Shares, whether as a result of any spin-off, stock split-up, stock dividend, stock distribution, other reclassification of the Common Stock of the Company, or similar event, 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.

11.           Non-Guarantee of Employment or Service Relationship.  Nothing in the Plan or this Agreement shall alter the Grantee’s 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 the Grantee, or as a contractual right of the Grantee 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 the Grantee 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 the Grantee’s interests under the Plan.

12.           Rights as Stockholder.  Except as otherwise provided in this Agreement with respect to the nonvested and forfeitable Award Shares, the Grantee is 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.

13.           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.

14.           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.

15.           Invalidity or Unenforceability.  It is the intention of the Company and the Grantee that this Agreement shall be enforceable to the fullest extent allowed by law.  In the event that a court having jurisdiction holds any provision of this Agreement to be invalid or unenforceable, in whole or in part, the Company and the Grantee agree that, if allowed by law, that provision shall be reduced to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement.

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16.           Waiver.  No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right.  A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

17.           Waiver of Right to Jury Trial and Declaratory Judgment.  As a condition of entering into this Agreement, the Grantee hereby waives and relinquishes any right to jury trial or any right to a declaratory judgment the Grantee may now or hereafter have with respect to any dispute arising out of this Agreement.

18.           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 the Grantee 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.

19.           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.

20.           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.

21.           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 is available upon request to the Administrator.

22.           Governing Law. The parties agree that the formation, validity, interpretation and performance of this Agreement shall be governed and interpreted by the substantive laws of Maryland, without reference to its rules of conflicts of law.  The Grantee also hereby consents to be subject to personal jurisdiction of the state and federal courts located in Maryland for any action or proceeding arising from or relating to this Agreement.

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

24.           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

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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:

Enclosure:   Prospectus for the Laureate Education, Inc. 2005 Stock Incentive Plan

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STOCK POWER

FOR VALUE RECEIVED, the undersigned, ________________, hereby sells, assigns and transfers unto Laureate Education, Inc., a Maryland corporation (the “Company”), or its successor, ______________ shares of common stock, par value $.01 per share, of the Company standing in my name on the books of the Company, represented by Certificate No. ____________, which is attached hereto, and hereby irrevocably constitutes and appoints ______________________________________________________ as my attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

WITNESS:
	Date:

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NOTICE TO RESTRICTED STOCK RECIPIENT

The purpose of this notice is to alert you to the fact that there are potentially significant tax consequences to you arising from the grant and vesting of your Award Shares which constitute restricted stock.

The Grantee is urged to consult with your own tax advisor as to the availability and advisability of making an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (an “83(b) Election”).  Please note that if you choose to make an 83(b) Election, it must be filed with the Internal Revenue Service within 30 days after your Grant Date.  There are no exceptions to this rule.

The prospectus for the Laureate Education, Inc. 2005 Stock Incentive Plan provides a general overview of the tax treatment of restricted stock and 83(b) Elections.  Attached for your information is some general information concerning the procedure for filing an 83(b) Election.

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INSTRUCTIONS REGARDING SECTION 83(b) ELECTIONS

1.An 83(b) election is irrevocable.

2.If you choose to make an 83(b) Election, an 83(b) Election Form must be filed with the Internal Revenue Service within 30 days after the date the restricted stock is granted to you; no exceptions to this rule are made.

3.You must provide a copy of the 83(b) Election Form to the corporate secretary or other designated officer of Laureate Education, Inc.  This copy should be provided to the Company at the same time that you file your 83(b) Election Form with the Internal Revenue Service.

4.In addition to making the filing under Item 2 above, you must attach a copy of your 83(b) Election Form to your tax return for the taxable year in which you received the restricted stock.

5.If you make an 83(b) election and later forfeit the restricted stock, you will not be entitled to a refund of the taxes that you paid with respect to the compensation income you recognized under the 83(b) Election.

You are urged to consult your personal tax advisor to discuss the consequences of your grant of restricted stock and consider whether an 83(b) Election is advisable under the circumstances.

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SECTION 83(b) ELECTION FORM

Election Pursuant to Section 83(b) of the Internal Revenue Code

 to Include Property in Gross Income in Year of Transfer

The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1.The name, address, and taxpayer identification number of the undersigned are:

______________________________

______________________________

______________________________

___-__-____

2.    The property with respect to which the election is made is _____________ shares of Common Stock, par value $0.01 per share, of Laureate Education, Inc., a Maryland corporation (the “Company”).

3.    The date on which the property was transferred is ________________, the date on which the taxpayer was issued restricted stock.

4.    The taxable year to which this election relates is calendar year 20__.

5.    The property is subject to restrictions in that the property is not transferable and is subject to forfeiture in the event that the taxpayer ceases to perform substantial services for the Company within a certain period of time and/or certain Company-based financial performance objectives are not attained.

6.    The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the property with respect to which this election is being made is $______ per share; with a cumulative fair market value of $______.  The taxpayer paid $_______ for the property transferred.

A copy of this statement was furnished to the Company, for whom the taxpayer rendered the services underlying the transfer of such property.

This election is made to the same effect, and with the same limitations, for purposes of any applicable state statute corresponding to Section 83(b) of the Internal Revenue Code.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner of Internal Revenue.

Signed:  _________________________________________________

Date:       __________________________

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Letter for filing §83(b) Election Form

[Date]

CERTIFIED MAIL

RETURN RECEIPT REQUESTED

Internal Revenue Service Center

(the Service Center to which individual income tax return is filed)

Re:83(b) Election of ________________________________

Social Security Number:  _______________________

Dear Sir/Madam:

Enclosed is an election under §83(b) of the Internal Revenue Code of 1986 with respect to certain shares of stock of Laureate Education, Inc., a Maryland corporation, that were transferred to me on ______________, 20__.

Please file this election.

Sincerely,

_________________________________

Cc: Corporate Secretary of Laureate Education, Inc.

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EX-10.02

Exhibit 10.02

NONQUALIFIED STOCK OPTION AGREEMENT

pursuant to the

LAUREATE EDUCATION, INC.

2005 STOCK INCENTIVE PLAN

Award Summary

Optionee:

No. of Options:

Exercise Price per Option Share:

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), made this __________ day of ___________, 20__, evidences the award of ______________ nonqualified stock options (each an “Option” or collectively the “Options”) that have been granted to you, _______________________ (“Optionee”), effective as of ____________, 20__ (the “Grant Date”), pursuant to the Laureate Education, Inc. 2005 Stock Incentive Plan (the “Plan”), subject to and conditioned upon the Optionee’s agreement to the terms described below.  Each Option entitles the Optionee to purchase one share of common stock, par value $0.01 per share, (“Common Stock”) of Laureate Education, Inc., a Maryland corporation (“Laureate”), at $_____ per share.  An executed copy of this Agreement must be returned to Laureate within 30 days of the date hereof.  If not, the Options will be null and void.

WHEREAS, the Optionee is now in the employ of, or other service capacity with, Laureate or a subsidiary or Affiliate (as defined in the Plan) of Laureate (Laureate, together with all subsidiaries and Affiliates, called collectively the “Company”), and the Company desires to have the Optionee remain in such employ or capacity and to afford the Optionee the opportunity to acquire stockownership in the Company so that the Optionee may have a direct proprietary interest in the Company’s success; and

WHEREAS, in any such employment and capacity the Company agrees to provide Optionee with confidential and proprietary information and trade secrets in addition to those Optionee already has knowledge of, and

WHEREAS, the Company and its stockholders have approved 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.             Terminology

Capitalized terms used in this Agreement are defined in the Plan, unless otherwise defined herein.

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2.             Optionee’s Agreement

(a)In consideration of the 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 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, regardless of his physical location, directly or indirectly, in any capacity whatsoever, interfere with the business relationships of the Company or compete or assist in competition with the Company

(a)          in any country in the world in which the Company itself, or through its franchisees or licensees, does business, or in regard to which the Company had been engaged in planning to do business prior to Optionee’s termination of employment with the Company and

(b) 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.

Optionee acknowledges that examples of such lines of business include, but are not limited to:

·management and expansion of campus-based post-secondary education;

·acquisition and networking educational institutions and facilities;

·planning, location and construction of satellite educational campuses;

·providing distance education in vocational, academic and professional studies; and

·development or offering of learning products for the training or enhancement of skills of workers.

Optionee further acknowledges that currently the Company conducts campus-based business in the United States, Mexico, Chile, Brazil and numerous other countries throughout the world, is also engaged in the business of buying educational institutions from the pool of such institutions available for acquisition throughout the world, and provides distance-learning services throughout the world.

As used herein, competing includes providing management, sales, marketing, development, or financial assistance to any business effort that is aimed at offering products or services similar to those provided by the Company or at acquiring foreign universities for operation.  This Agreement, however, does not prevent or limit the right of Optionee to own capital or other securities of any corporation, the securities of which are publicly owned or regularly traded in the over-the-counter market or on any securities exchange, provided that Optionee does not acquire beneficial ownership of more than one percent of the issuer’s outstanding securities of that class.

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(ii)           Optionee shall not solicit, encourage or induce any franchisee, customer, supplier, vendor, or contractor 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 not to 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, directly or indirectly, 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, nor shall Optionee in any manner, by the provision of information or otherwise, assist in any such effort by a third party.

(b)As additional consideration, both during and after the term of this Agreement, Optionee also shall preserve and protect the confidentiality of, and not disclose to any third party without the Company’s consent, nor shall he use for his own or any third party’s benefit, the Company’s proprietary or confidential information and trade secrets, and all their physical forms, whether disclosed to the Optionee before or after this Agreement is signed.  The Company’s confidential and/or proprietary information and/or trade secrets include, but are not limited to vendor and supplier information, pricing policies, price points, operational methods, marketing plans and strategies, budgets and projections, acquisition techniques, strategies, targets and planning, financial analysis and metrics, know-how, marketing information and techniques, construction methods and models, compilations of technical, financial, legal or other data, research and development, ideas, designs, drawings, customer or prospective customer names or contact information, human resource information and other information related to customers, prices, financial matters, staffing, accounting and management methods.  Such information does not include matter that is known or becomes known to the public without fault of the Optionee, except it shall include compilations of information drawn from public sources where the compilation is not known to the public and is of value because of the effort required for its assembly or where the public information is combined with confidential matter or subjected to confidential review, analysis or enhancement.  Optionee agrees that if he should have any question concerning the extent of this obligation, he shall clear in advance any prospective information disclosure with the Company’s general counsel.

(c)Optionee acknowledges that the foregoing covenants are supplemental to any such covenants by which he is already bound and that they do not replace such pre-existing obligations.  Further, Optionee agrees that the covenant not to compete in Section 2(a) above is ancillary to the agreement herein concerning confidential information and to other agreements between the parties.

(d)Optionee acknowledges and agrees that the foregoing covenants are reasonable and necessary for the protection of the Company’s valid business interests.  Optionee further acknowledges 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, the Company, its successors and assigns shall be entitled to an immediate injunction by a court of competent jurisdiction preventing and restraining such breach.  Optionee acknowledges that the granting of such relief will not be unduly burdensome to him or deprive him of the means to earn a livelihood.  In the event the Optionee breaches any of the covenants in Section 2(a) above, the two-year period shall

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automatically toll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals.  The two-year period shall continue upon the effective date of any such settlement, judicial, or other resolution.

(e)It is specifically agreed that each of the covenants set forth above in Sections 2(a)(i), (ii) and (iii) and 2(b), and any portions thereof, are 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 reasons, 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.

(f) Optionee further agrees to advise the Company of any and all employment, directorships or other service relationships he undertakes for the two-year period after he terminates with the Company and to provide any prospective employer with advance notice of the covenants contained herein.  Optionee also recognizes the Company’s right to advise any prospective or actual employer of him concerning the obligations herein.  In any action for injunctive or other relief in which the Company enforces any of those obligations, the Company shall be entitled to recover from Optionee the costs, including reasonable attorneys’ fees, incurred by the Company in the action, in addition to any other relief awarded by the Court.  

3.             Grant of Options

Subject to the terms and conditions set forth herein, the Company hereby grants to Optionee, as of the Grant Date, Options to purchase shares of the Common Stock of Laureate.  The number of shares of Common Stock that may be purchased and the Exercise Price per share at which such shares may be purchased is specified above.

4.             Exercisability of Option

(a)Subject to the terms and conditions described in this Agreement, the Options become vested and exercisable in installments in accordance with the schedule below:

Percentage of Options	Date Vested and Exercisable
25%	1st Anniversary of the Grant Date
6.25%	Quarterly after 1st Anniversary of the Grant Date

(b)To the extent not exercised, installments shall accumulate and be exercisable by the Optionee, in whole or in part, at any time on or before the Expiration Date or the earlier termination of the Options.

(c)If Service ceases on account of the Optionee’s death, vesting and exercisability shall be accelerated to the date of death in any Options which would have become vested and exercisable within the 12 months following the date of death.

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(d)If Service ceases on account of the Optionee’s Retirement (as defined below), vesting and exercisability shall be accelerated to the date of Retirement in any Options which would have become vested and exercisable within the 12 months following the date of Retirement.  Retirement means any of the following:

Optionee’s age and service total 65, with a minimum of 7 years of service;

Optionee’s age and service total 75, with a minimum of 5 years of service;

Optionee has 15 years of service, regardless of age.

For purposes of the definition of “Retirement,” the terms “service” and “years of service” shall have the meanings ascribed thereto, and as determined, under Laureate’s 401(k) retirement savings plan, as amended from time to time or any successor plan.

(e)The Options may be exercised only in multiples of whole shares of Common Stock and may not be exercised at any one time as to fewer than one hundred (100) shares of Common Stock, unless the number of shares of Common Stock purchased at such time is the total number of shares of Common Stock in respect of which the Options are then exercisable.

(f)In no event shall the Options be exercisable for a fractional share.

5.             Method of Exercising Option and Payment of Exercise Price

(a)The Options, to the extent exercisable, may be exercised at any time (the “Exercise Date”) on or before the Expiration Date or the earlier termination of the Options, unless otherwise provided under applicable law.  The Options may be exercised by delivering to the Secretary of the Company or its delegate, from time to time, notice, in such manner and form as the Committee may require from time to time, specifying the number of shares of Common Stock to be purchased (the “Notice”), and either (i) cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Committee, in its discretion, to the order of Laureate for an amount in United States dollars equal to the Exercise Price multiplied by the number of shares of Common Stock specified in the Notice (the “Total Exercise Price”), such payment to be delivered with the Notice, (ii) in the discretion of the Committee, tender (via actual delivery or attestation) to the Company of shares of Common Stock with a Fair Market Value (determined as of the Exercise Date) equal to the Total Exercise Price, (iii) properly executed, irrevocable instructions, in such manner and form as the Committee may require from time to time, to effectuate a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System through a brokerage firm approved by the Committee, (iv) any other method delivering the Total Exercise Price as approved by the Committee, or (v) any combination of the foregoing.  An exercise will not be effective until the Secretary of the Company or his or her delegate receives all of the foregoing items.  The Committee may, in its discretion, place limitations on the extent to which shares of Common Stock may be tendered as payment upon exercise of the Options.

(b)In the event of payment of all or a portion of the Total Exercise Price in shares of Common Stock, the Total Exercise Price shall be delivered to the Secretary of the Company not later than the end of the first business day after the Exercise Date and shall

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be made by delivery of the necessary stock certificates, with executed stock powers attached and such other documents that the Secretary may reasonably request evidencing that the Optionee owns such shares free and clear of liens and other encumbrance and without restriction on transfer, or by attestation in such form as the Secretary may request.  If all or a portion of the Total Exercise Price is paid using shares of Common Stock, then the Notice shall state an acknowledgement  that payment of the Total Exercise Price is the Optionee’s liability enforceable by the Company against the Optionee or the Optionee’s estate.

(c)As soon as practicable after the Exercise Date, Laureate shall, subject to the receipt of the Total Exercise Price and withholding tax, if any, issue the number of shares of Common Stock with respect to which such Options shall be so exercised, and shall deliver a certificate (or certificates) therefore, or deliver shares of Common Stock electronically or in certificate form to a designated broker, for the shares issued upon exercise of the Options.  Any share certificates delivered will, unless the shares of Common Stock are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such shares of Common Stock.

6.             Expiration Date

The Options shall terminate and be of no force or effect after 5:00 p.m. Eastern Time on the last business day coincident with or prior to the 7th anniversary of the Grant Date, unless fully exercised or terminated earlier (the “Expiration Date”).

7.             Termination of Service

(a)Termination of Unexercisable Options If the Optionee’s Service with the Company ceases for any reason, the Options that, after giving effect to the provisions of Section 4, are then unexercisable will terminate immediately upon such cessation.

(b)Exercise Period Following Termination of Service If the Optionee’s Service with the Company ceases for any reason other than discharge for Cause, the Options that are then exercisable will terminate as follows:

(i)            Termination If the Optionee’s Service ceases on account of (a) termination of Service by the Company other than discharge for Cause (as defined below) or (b) voluntary termination of Service other than for Disability, Retirement or death, the Options shall terminate as of the ninetieth (90th) calendar day following the date of termination or, if earlier, upon the Expiration Date.  Provided however, that if all or any portion of the 90-day exercise period shall be a period during which the Optionee is prohibited from trading in the Common Stock, then such 90-day exercise period shall be extended by an amount of time equal to any such prohibited period, but in no event beyond the Expiration Date.

(ii)           Disability If the Optionee’s Service ceases on account of Disability (as defined below) the Options shall terminate 12 months after the date of Disability or, if earlier, upon the Expiration Date.  Disability means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months.  The Committee may require such proof of total and permanent disability as the Committee in its sole discretion deems

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appropriate and the Committee’s good faith determination as to whether the Optionee is totally and permanently disabled shall be final and binding on all parties concerned.

(iii)          Retirement If the Optionee’s Service ceases on account of the Optionee’s Retirement (as defined in Section 4), the Options shall terminate three years after the date of Retirement or, if earlier, upon the Expiration Date.

(iv)          Death If the Optionee’s Service ceases on account of death or the Optionee’s death occurs during the periods described in subsections (i), (ii) or (iii) of this Section 7(b), the Options shall terminate 12 months after the date of death or, if earlier, upon the Expiration Date.  In the event of death, the exercisable Options may be exercised by the Optionee’s executor, personal representative or the person(s) to whom the Options are transferred by will or the laws of descent and distribution.

(c)Discharge for Cause Notwithstanding anything in this Agreement to the contrary, the Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon the Optionee’s discharge from Service for Cause.  Cause for discharge shall mean fraud, dishonesty, willful misconduct, 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 Committee, which determination shall be conclusive.

(d)Change in Status In the event that Optionee’s Service is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part of Laureate or an Affiliate of Laureate, Service will be deemed to have terminated for purposes of this Section 7 upon such cessation if the Optionee’s Service does not continue uninterrupted immediately thereafter with Laureate or an Affiliate of Laureate.

(e)Determinations by the Committee Any determination made by the Committee with respect to any matter referred to in this Section 7 shall be final and conclusive on all persons affected thereby.

8.Termination of Options/Clawback Payment

The Options are granted as consideration for, and contingent upon, the Optionee agreeing to abide by the restrictive covenants set forth in Section 2 of this Agreement (the “Restrictive Covenants”).  The Optionee further recognizes and affirms that the Restrictive Covenants are material and important terms of this Agreement and it would be difficult to ascertain the damages arising from a violation of the Restrictive Covenants.  Accordingly, notwithstanding anything herein to the contrary, if the Committee or its delegate, in its sole discretion, determines that the Optionee has engaged in any activity that contravenes the Restrictive Covenants, the Optionee agrees that the following shall occur:

(a)The Options will terminate effective on the date on which such determination is made, regardless of whether the Options are vested in whole or in part, unless terminated sooner by operation of another provision of this Agreement; and

(b)With respect to all Common Stock acquired by the Optionee through the exercise of the Options (the “Option Shares”), the Optionee agrees that, within [10] days after receiving from the Company written notification that the Committee has determined, in good faith, that the Optionee has violated the Restrictive Covenants, the Optionee will pay to the

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Company, in United States dollars, for each Option Share, an amount (the “Option Gain”) equal to the excess, if any, of (i) the Fair Market Value of the Option Share on the respective exercise date upon which it was acquired, over (ii) the Exercise Price paid by the Optionee to acquire the Option Share.  The Option Gain payable will be determined without regard to any market price increase or decrease after the respective exercise date.  In the sole discretion of the Committee, the Optionee, in lieu of making such payment of the Option Gain with respect to an Option Share, may return the Option Share to the Company.  If the Committee permits such return of Option Shares, then as soon as practicable after receipt of a stock power, endorsed in blank, and such other documents that the Committee may reasonably request evidencing that the Optionee owns such Option Shares free and clear of liens and other encumbrance and without restriction on transfer, the Company shall pay to the Optionee, without interest, for each such Option Share returned, the lower of (x) the Exercise Price paid by the Optionee to acquire the Option Share or (y) the Fair Market Value of such Option Share on the date the stock power and all other documentary evidence requested has been received by the Company.

Nothing in this Section 8 will be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including injunctive relief or the recovery of any damages that it may additionally prove, and all remedies will be cumulative and not affirmative.

9.Coordination With Other Agreements

To the extent that the Optionee is a party to any agreement with the Company that contains covenants the same as or similar to those set forth in this Agreement (hereinafter referred to as the “Other Agreement”), the Optionee and the Company expressly agree that any remedy available to the Company under this Agreement is in addition to, and does not limit the enforceability of, any remedy available to the Company under such Other Agreement.

10.           Assignability

Except as otherwise provided herein, these Options are not transferable otherwise than by will or the laws of descent and distribution or to an entity, for estate planning purposes, which is directly controlled by the Optionee and are exercisable during the Optionee’s lifetime only by the Optionee or, during the period the Optionee is under a legal disability, by the Optionee’s guardian or legal representative.  No assignment or transfer of these Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except by will, the laws of descent and distribution or except as provided above, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any attempt to assign or transfer these Options the same shall terminate and be of no force or effect.

11.           Non-Guarantee of Employment or Service Relationship

Nothing in the Plan or this Agreement will alter the at-will or other employment status or other service relationship of the Optionee with the Company, nor be construed as a contract of employment or service relationship between the Optionee and the Company, or as a contractual right 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 the Optionee at any time with or without Cause or notice and whether or not such discharge results in the failure of any of the Options to become exercisable or any other adverse effect on the Optionee’s interests under the Plan.

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12.           No Rights as a Stockholder

The Optionee shall not be deemed for any purpose to be a stockholder of Laureate with respect to the shares represented by these Options until these Options 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 Laureate.

13.           The Company’s Rights

The existence of these Options 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.

14.           Adjustments

The Committee may make various adjustments to the Options, including adjustments to the number and type of securities subject to the Options and the Exercise Price, in accordance with the terms of the Plan.  In the event of any transaction resulting in a Change in Control of Laureate, the outstanding Options will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction or in such other agreement between the Optionee and Laureate, for the continuation or assumption of such Options 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, the Optionee will be permitted, immediately before the Change in Control, to exercise or convert all portions of such Options that are then exercisable or which become exercisable upon or prior to the effective time of the Change in Control.

15.           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 Common Stock, 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 Common Stock then to be issued, sold or repurchased, the issue, sale or repurchase of such shares of Common Stock shall be deferred until such action shall have been taken.

16.           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.

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17.Invalidity or Unenforceability.

It is the intention of the Company and the Optionee that this Agreement shall be enforceable to the fullest extent allowed by law.  In the event that a court having jurisdiction holds any provision of this Agreement to be invalid or unenforceable, in whole or in part, the Company and the Optionee agree that, if allowed by law, that provision shall be reduced to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement.

18.Waiver.

No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right.  A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

19.           Amendments

This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be amended in a manner that would have a materially adverse effect on the Options or shares of Common Stock as determined in the discretion of the Committee, except (i) as provided in the Plan or in a written document signed by the Optionee and the Company, or (ii) for the purpose of promoting the objectives of the Plan and only, in such case, if all agreements granting Options to purchase shares of Laureate’s Common Stock pursuant to the Plan that are in effect and not wholly exercised at the time of such amendment shall also be similarly amended with substantially the same effect, and any 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.

20.           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, may designate in writing from time to time; to Optionee, at the address as shown on the records of the Company, or at such other address as Optionee, by notice to the Secretary of the Company, may designate in writing from time to time.

21.Tax Withholding

At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, Optionee hereby authorizes withholding from payroll or any other payment of any kind due to Optionee and otherwise agrees to make adequate provision for foreign, federal, state and local taxes required to be withheld, if any, which arise in connection with the Options. 

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The Company may require a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing shares of Common Stock.

The Committee may, in its sole discretion, permit satisfaction, in whole or in part, of any withholding tax obligation which may arise in connection with the Options either by electing to have the Company withhold from the shares of Common Stock to be issued upon exercise that number of shares, or by electing to deliver to the Company already-owned shares, in either case having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum withholding amount.

22.           Fractional Shares

Any fractional shares concerning an 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.

23.           Governing Law and Consent to Jurisdiction

The parties agree that the formation, validity, interpretation and performance of this Agreement shall be governed and interpreted by the substantive laws of Maryland, without reference to its rules of conflicts of law.  Optionee also hereby consents to be subject to personal jurisdiction of the state and federal courts located in Maryland for any action or proceeding arising from or relating to this Agreement.

24.Waiver of Right to Jury Trial and Declaratory Judgment

As a condition of entering into this Agreement, Optionee hereby waives and relinquishes any right to jury trial or any right to a declaratory judgment he may now or hereafter have with respect to any dispute arising out of this Agreement.

25.           Construction

This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan.  Any conflict between the terms of 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.

26.           Nonqualified Nature of Agreement

The Options are not intended to qualify as incentive stock options within the meaning of section 422 of the Code, and this Agreement shall be so construed.  Optionee acknowledges that, upon exercise of the Options, Optionee will recognize compensation income in an amount equal to the excess of the then Fair Market Value of the shares of Common Stock over the Total Exercise Price and must comply with the provisions of Section 21 of this Agreement with respect to any tax withholding obligations that arise as a result of such exercise.

27.           Regulatory Compliance

No Common 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

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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.

28.           Incorporation of Plan

This Agreement is entered into under the applicable provisions of the Plan, which is incorporated by reference and made a part hereof.

{Signature page follows}

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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 you, as the Optionee, have hereunto set your hand and seal, on the dates set forth below.

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

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EX-10.03

Exhibit 10.03

NONQUALIFIED STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

pursuant to the

LAUREATE EDUCATION, INC.

2005 STOCK INCENTIVE PLAN

Award Summary

Optionee:

No. of Options:

Exercise Price per Option Share:

THIS NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS (the “Agreement”), made this __________ day of ___________, 20__, evidences the award of ______________ nonqualified stock options (each an “Option” or collectively the “Options”) that have been granted to you, _______________________ (“Optionee”), effective as of ____________, 20__ (the “Grant Date”), pursuant to the Laureate Education, Inc. 2005 Stock Incentive Plan (the “Plan”), subject to and conditioned upon the Optionee’s agreement to the terms described below.  Each Option entitles the Optionee to purchase one share of common stock, par value $0.01 per share, (“Common Stock”) of Laureate Education, Inc., a Maryland corporation (“Laureate”), at $_____ per share.  An executed copy of this Agreement must be returned to Laureate within 30 days of the date hereof.  If not, the Options will be null and void.

WHEREAS, the Optionee is now serving as a non-employee member of the Board of Directors of Laureate, and Laureate desires to have the Optionee remain in such capacity and to afford the Optionee the opportunity to acquire stockownership in Laureate so that the Optionee may have a direct proprietary interest in Laureate’s success; and

WHEREAS, in such capacity Laureate agrees to provide Optionee with confidential and proprietary information and trade secrets in addition to those Optionee already has knowledge of, and

WHEREAS, Laureate and its stockholders have approved the Plan pursuant to which Laureate 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.             Terminology

Capitalized terms used in this Agreement are defined in the Plan, unless otherwise defined herein.  References in this Agreement to the “Company” shall mean Laureate together with all subsidiaries and Affiliates (as defined in the Plan) of Laureate.

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2.             Optionee’s Agreement

(a)In consideration of the 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 Service on the Board and for a period of two (2) years after Optionee’s Service on the Board is terminated for any reason,

(i)            Optionee shall not, regardless of his physical location, directly or indirectly, in any capacity whatsoever, interfere with the business relationships of the Company or compete or assist in competition with the Company

(a)          in any country in the world in which the Company itself, or through its franchisees or licensees, does business, or in regard to which the Company had been engaged in planning to do business prior to Optionee’s termination of Service with the Company and

(b)           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 Service with the Company provided services or held duties or responsibilities.

Optionee acknowledges that examples of such lines of business include, but are not limited to:

·management and expansion of campus-based post-secondary education;

·acquisition and networking educational institutions and facilities;

·planning, location and construction of satellite educational campuses;

·providing distance education in vocational, academic and professional studies; and

·development or offering of learning products for the training or enhancement of skills of workers.

Optionee further acknowledges that currently the Company conducts campus-based business in the United States, Mexico, Chile, Brazil and numerous other countries throughout the world, is also engaged in the business of buying educational institutions from the pool of such institutions available for acquisition throughout the world, and provides distance-learning services throughout the world.

As used herein, competing includes providing management, sales, marketing, development, or financial assistance to any business effort that is aimed at offering products or services similar to those provided by the Company or at acquiring foreign universities for operation.  This Agreement, however, does not prevent or limit the right of Optionee to own capital or other securities of any corporation, the securities of which are publicly owned or regularly traded in the over-the-counter market or on any securities exchange, provided that Optionee does not acquire beneficial ownership of more than one percent of the issuer’s outstanding securities of that class.

(ii)           Optionee shall not solicit, encourage or induce any franchisee, customer, supplier, vendor, or contractor of the Company, or any prospect being actively pursued

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by the Company, to terminate or adversely modify any business relationship with the Company, or not to proceed with, or not to 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, directly or indirectly, 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, nor shall Optionee in any manner, by the provision of information or otherwise, assist in any such effort by a third party.

(b)As additional consideration, both during and after the term of this Agreement, Optionee also shall preserve and protect the confidentiality of, and not disclose to any third party without the Company’s consent, nor shall he use for his own or any third party’s benefit, the Company’s proprietary or confidential information and trade secrets, and all their physical forms, whether disclosed to the Optionee before or after this Agreement is signed.  The Company’s confidential and/or proprietary information and/or trade secrets include, but are not limited to vendor and supplier information, pricing policies, price points, operational methods, marketing plans and strategies, budgets and projections, acquisition techniques, strategies, targets and planning, financial analysis and metrics, know-how, marketing information and techniques, construction methods and models, compilations of technical, financial, legal or other data, research and development, ideas, designs, drawings, customer or prospective customer names or contact information, human resource information and other information related to customers, prices, financial matters, staffing, accounting and management methods.  Such information does not include matter that is known or becomes known to the public without fault of the Optionee, except it shall include compilations of information drawn from public sources where the compilation is not known to the public and is of value because of the effort required for its assembly or where the public information is combined with confidential matter or subjected to confidential review, analysis or enhancement.  Optionee agrees that if he should have any question concerning the extent of this obligation, he shall clear in advance any prospective information disclosure with the Company’s general counsel.

(c)Optionee acknowledges that the foregoing covenants are supplemental to any such covenants by which he is already bound and that they do not replace such pre-existing obligations.  Further, Optionee agrees that the covenant not to compete in Section 2(a) above is ancillary to the agreement herein concerning confidential information and to other agreements between the parties.

(d)Optionee acknowledges and agrees that the foregoing covenants are reasonable and necessary for the protection of the Company’s valid business interests.  Optionee further acknowledges 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, the Company, its successors and assigns shall be entitled to an immediate injunction by a court of competent jurisdiction preventing and restraining such breach.  Optionee acknowledges that the granting of such relief will not be unduly burdensome to him or deprive him of the means to earn a livelihood.  In the event the Optionee breaches any of the covenants in Section 2(a) above, the two-year period shall automatically toll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial or other action, including all

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appeals.  The two-year period shall continue upon the effective date of any such settlement, judicial, or other resolution.

(e)It is specifically agreed that each of the covenants set forth above in Sections 2(a)(i), (ii) and (iii) and 2(b), and any portions thereof, are 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 reasons, 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.

(f)Optionee further agrees to advise the Company of any and all employment, directorships or other service relationships he undertakes for the two-year period after he terminates with the Company and to provide any prospective employer with advance notice of the covenants contained herein.  Optionee also recognizes the Company’s right to advise any prospective or actual employer of him concerning the obligations herein.  In any action for injunctive or other relief in which the Company enforces any of those obligations, the Company shall be entitled to recover from Optionee the costs, including reasonable attorneys’ fees, incurred by the Company in the action, in addition to any other relief awarded by the Court.  

3.             Grant of Options

Subject to the terms and conditions set forth herein, the Company hereby grants to Optionee, as of the Grant Date, Options to purchase shares of the Common Stock of Laureate.  The number of shares of Common Stock that may be purchased and the Exercise Price per share at which such shares may be purchased is specified above.

4.             Exercisability of Option

(a)Subject to the terms and conditions described in this Agreement, the Options become vested and exercisable in monthly installments as follows:

One-twelfth of the Options become vested and exercisable on the date that is one month after the Grant Date, and on such date each month thereafter, until fully vested and exercisable upon the expiration of the twelve-month period commencing on the Grant Date.

(b)To the extent not exercised, installments shall accumulate and be exercisable by the Optionee, in whole or in part, at any time on or before the Expiration Date or the earlier termination of the Options.

(c)If Service ceases on account of the Optionee’s death, the outstanding Options shall be fully vested and exercisable as of the date of death.

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(d)If Service ceases on account of the Optionee’s Retirement (as defined below), the outstanding Options shall be fully vested and exercisable as of the date of Retirement.  Retirement means any of the following:

Optionee’s age and Service total 65, with a minimum of 7 years of Service;

Optionee’s age and Service total 75, with a minimum of 5 years of Service;

Optionee has 10 years of Service, regardless of age.

For purposes of the definition of “Retirement,” the term “Service” shall have the meaning set forth in the Plan and shall include Service in all capacities as a Non-Employee Director or employee of the Company, and a “year of Service” shall mean a 12 consecutive month period of such Service.

(e)The Options may be exercised only in multiples of whole shares of Common Stock and may not be exercised at any one time as to fewer than one hundred (100) shares of Common Stock, unless the number of shares of Common Stock purchased at such time is the total number of shares of Common Stock in respect of which the Options are then exercisable.

(f)In no event shall the Options be exercisable for a fractional share.

5.             Method of Exercising Option and Payment of Exercise Price

(a)The Options, to the extent exercisable, may be exercised at any time (the “Exercise Date”) on or before the Expiration Date or the earlier termination of the Options, unless otherwise provided under applicable law.  The Options may be exercised by delivering to the Secretary of the Company or its delegate, from time to time, notice, in such manner and form as the Committee may require from time to time, specifying the number of shares of Common Stock to be purchased (the “Notice”), and either (i) cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Committee, in its discretion, to the order of Laureate for an amount in United States dollars equal to the Exercise Price multiplied by the number of shares of Common Stock specified in the Notice (the “Total Exercise Price”), such payment to be delivered with the Notice, (ii) in the discretion of the Committee, tender (via actual delivery or attestation) to the Company of shares of Common Stock with a Fair Market Value (determined as of the Exercise Date) equal to the Total Exercise Price, (iii) properly executed, irrevocable instructions, in such manner and form as the Committee may require from time to time, to effectuate a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System through a brokerage firm approved by the Committee, (iv) any other method delivering the Total Exercise Price as approved by the Committee, or (v) any combination of the foregoing.  An exercise will not be effective until the Secretary of the Company or his or her delegate receives all of the foregoing items.  The Committee may, in its discretion, place limitations on the extent to which shares of Common Stock may be tendered as payment upon exercise of the Options.

(b)In the event of payment of all or a portion of the Total Exercise Price in shares of Common Stock, the Total Exercise Price shall be delivered to the Secretary of the Company not later than the end of the first business day after the Exercise Date and shall be made by delivery of the necessary stock certificates, with executed stock powers

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attached and such other documents that the Secretary may reasonably request evidencing that the Optionee owns such shares free and clear of liens and other encumbrance and without restriction on transfer, or by attestation in such form as the Secretary may request.  If all or a portion of the Total Exercise Price is paid using shares of Common Stock, then the Notice shall state an acknowledgement that payment of the Total Exercise Price is the Optionee’s liability enforceable by the Company against the Optionee or the Optionee’s estate.

(c)As soon as practicable after the Exercise Date, Laureate shall, subject to the receipt of the Total Exercise Price and withholding tax, if any, issue the number of shares of Common Stock with respect to which such Options shall be so exercised, and shall deliver a certificate (or certificates) therefore, or deliver shares of Common Stock electronically or in certificate form to a designated broker, for the shares issued upon exercise of the Options.  Any share certificates delivered will, unless the shares of Common Stock are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such shares of Common Stock.

6.             Expiration Date

The Options shall terminate and be of no force or effect after 5:00 p.m. Eastern Time on the last business day coincident with or prior to the 7th anniversary of the Grant Date, unless fully exercised or terminated earlier (the “Expiration Date”).

7.             Termination of Service

(a)Termination of Unexercisable Options If the Optionee’s Service with the Company ceases for any reason, the Options that, after giving effect to the provisions of Section 4, are then unexercisable will terminate immediately upon such cessation.

(b)Exercise Period Following Termination of Service If the Optionee’s Service with the Company ceases for any reason, the Options that are then exercisable will terminate as follows:

(i)            Termination If the Optionee’s Service ceases for any reason other than Disability, Retirement, death or discharge for cause, the Options shall terminate as of the ninetieth (90th) calendar day following the date of termination or, if earlier, upon the Expiration Date.  Provided however, that if all or any portion of the 90-day exercise period shall be a period during which the Optionee is prohibited from trading in the Common Stock, then such 90-day exercise period shall be extended by an amount of time equal to any such prohibited period, but in no event beyond the Expiration Date.

(ii)           Disability If the Optionee’s Service ceases on account of Disability (as defined below) the Options shall terminate 12 months after the date of Disability or, if earlier, upon the Expiration Date.  Disability means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months.  The Committee may require such proof of total and permanent disability as the Committee in its sole discretion deems appropriate and the Committee’s good faith determination as to whether the Optionee is totally and permanently disabled shall be final and binding on all parties concerned.

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(iii)          Retirement If the Optionee’s Service ceases on account of the Optionee’s Retirement (as defined in Section 4), the Options shall terminate three years after the date of Retirement or, if earlier, upon the Expiration Date.

(iv)          Death If the Optionee’s Service ceases on account of death or the Optionee’s death occurs during the period described in subsections (i), (ii) or (iii) of this Section 7(b), the Options shall terminate 12 months after the date of death or, if earlier, upon the Expiration Date.  In the event of death, the exercisable Options may be exercised by the Optionee’s executor, personal representative or the person(s) to whom the Options are transferred by will or the laws of descent and distribution.

(v)           Discharge for Cause Notwithstanding anything in this Agreement to the contrary, the Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon the Optionee’s discharge from Service by Laureate’s stockholders for cause in accordance with the by-laws of Laureate.

(c)Determinations by the Committee Any determination made by the Committee with respect to any matter referred to in this Section 7 shall be final and conclusive on all persons affected thereby.

8.Termination of Options/Clawback Payment

The Options are granted as consideration for, and contingent upon, the Optionee agreeing to abide by the restrictive covenants set forth in Section 2 of this Agreement (the “Restrictive Covenants”).  The Optionee further recognizes and affirms that the Restrictive Covenants are material and important terms of this Agreement and it would be difficult to ascertain the damages arising from a violation of the Restrictive Covenants.  Accordingly, notwithstanding anything herein to the contrary, if the Committee or its delegate, in its sole discretion, determines that the Optionee has engaged in any activity that contravenes the Restrictive Covenants, the Optionee agrees that the following shall occur:

(a)The Options will terminate effective on the date on which such determination is made, regardless of whether the Options are vested in whole or in part, unless terminated sooner by operation of another provision of this Agreement; and

(b)With respect to all Common Stock acquired by the Optionee through the exercise of the Options (the “Option Shares”), the Optionee agrees that, within [10] days after receiving from the Company written notification that the Committee has determined, in good faith, that the Optionee has violated the Restrictive Covenants, the Optionee will pay to the Company, in United States dollars, for each Option Share, an amount (the “Option Gain”) equal to the excess, if any, of (i) the Fair Market Value of the Option Share on the respective exercise date upon which it was acquired, over (ii) the Exercise Price paid by the Optionee to acquire the Option Share.  The Option Gain payable will be determined without regard to any market price increase or decrease after the respective exercise date.  In the sole discretion of the Committee, the Optionee, in lieu of making such payment of the Option Gain with respect to an Option Share, may return the Option Share to the Company.  If the Committee permits such return of Option Shares, then as soon as practicable after receipt of a stock power, endorsed in blank, and such other documents that the Committee may reasonably request evidencing that the Optionee owns such Option Shares free and clear of liens and other encumbrance and without restriction on transfer, the Company shall pay to the Optionee, without interest, for each such Option

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Share returned, the lower of (x) the Exercise Price paid by the Optionee to acquire the Option Share or (y) the Fair Market Value of such Option Share on the date the stock power and all other documentary evidence requested has been received by the Company.

Nothing in this Section 8 will be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including injunctive relief or the recovery of any damages that it may additionally prove, and all remedies will be cumulative and not affirmative.

9.Coordination With Other Agreements

To the extent that the Optionee is a party to any agreement with the Company that contains covenants the same as or similar to those set forth in this Agreement (hereinafter referred to as the “Other Agreement”), the Optionee and the Company expressly agree that any remedy available to the Company under this Agreement is in addition to, and does not limit the enforceability of, any remedy available to the Company under such Other Agreement.

10.           Assignability

Except as otherwise provided herein, these Options are not transferable otherwise than by will or the laws of descent and distribution or to an entity, for estate planning purposes, which is directly controlled by the Optionee and are exercisable during the Optionee’s lifetime only by the Optionee or, during the period the Optionee is under a legal disability, by the Optionee’s guardian or legal representative.  No assignment or transfer of these Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except by will, the laws of descent and distribution or except as provided above, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any attempt to assign or transfer these Options the same shall terminate and be of no force or effect.

11.           Non-Guarantee of Directorship

Nothing in the Plan or this Agreement, the granting of the Options, nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that Laureate will retain you as a member of the Board of Directors for any period of time.

12.           No Rights as a Stockholder

The Optionee shall not be deemed for any purpose to be a stockholder of Laureate with respect to the shares represented by these Options until these Options 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 Laureate.

13.           The Company’s Rights

The existence of these Options 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

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Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

14.           Adjustments

The Committee may make various adjustments to the Options, including adjustments to the number and type of securities subject to the Options and the Exercise Price, in accordance with the terms of the Plan.  In the event of any transaction resulting in a Change in Control of Laureate, the outstanding Options will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction or in such other agreement between the Optionee and Laureate, for the continuation or assumption of such Options 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, the Optionee will be permitted, immediately before the Change in Control, to exercise or convert all portions of such Options that are then exercisable or which become exercisable upon or prior to the effective time of the Change in Control.

15.           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 Common Stock, 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 Common Stock then to be issued, sold or repurchased, the issue, sale or repurchase of such shares of Common Stock shall be deferred until such action shall have been taken.

16.           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.

17.Invalidity or Unenforceability.

It is the intention of the Company and the Optionee that this Agreement shall be enforceable to the fullest extent allowed by law.  In the event that a court having jurisdiction holds any provision of this Agreement to be invalid or unenforceable, in whole or in part, the Company and the Optionee agree that, if allowed by law, that provision shall be reduced to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement.

18.Waiver.

No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right.  A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

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19.           Amendments

This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be amended in a manner that would have a materially adverse effect on the Options or shares of Common Stock as determined in the discretion of the Committee, except (i) as provided in the Plan or in a written document signed by the Optionee and the Company, or (ii) for the purpose of promoting the objectives of the Plan and only, in such case, if all agreements granting Options to purchase shares of Laureate’s Common Stock pursuant to the Plan that are in effect and not wholly exercised at the time of such amendment shall also be similarly amended with substantially the same effect, and any 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.

20.           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, may designate in writing from time to time; to Optionee, at the address as shown on the records of the Company, or at such other address as Optionee, by notice to the Secretary of the Company, may designate in writing from time to time.

21.           Fractional Shares

Any fractional shares concerning an 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.

22.           Governing Law and Consent to Jurisdiction

The parties agree that the formation, validity, interpretation and performance of this Agreement shall be governed and interpreted by the substantive laws of Maryland, without reference to its rules of conflicts of law.  Optionee also hereby consents to be subject to personal jurisdiction of the state and federal courts located in Maryland for any action or proceeding arising from or relating to this Agreement.

23.Waiver of Right to Jury Trial and Declaratory Judgment

As a condition of entering into this Agreement, Optionee hereby waives and relinquishes any right to jury trial or any right to a declaratory judgment he may now or hereafter have with respect to any dispute arising out of this Agreement.

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24.           Construction

This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan.  Any conflict between the terms of 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.

25.           Nonqualified Nature of Agreement

The Options are not intended to qualify as incentive stock options within the meaning of section 422 of the Code, and this Agreement shall be so construed.  Optionee acknowledges that, upon exercise of the Options, Optionee will recognize compensation income in an amount equal to the excess of the then Fair Market Value of the shares of Common Stock over the Total Exercise Price.

26.           Regulatory Compliance

No Common 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.

27.           Incorporation of Plan

This Agreement is entered into under the applicable provisions of the Plan, which is incorporated by reference and made a part hereof.

{Signature page follows}

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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 you, as the Optionee, have hereunto set your hand and seal, on the dates set forth below.

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

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