EXHIBIT 10.2
Restricted Stock Unit Agreement
2024 Time-Based, Stock Settled
PERDOCEO EDUCATION CORPORATION
2016 INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK UNIT AGREEMENT
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated [_______] (the “Grant Date”), is by and between Perdoceo Education Corporation, a Delaware corporation (the “Company”), and [_______] (the “Participant”).
To evidence such award and to set forth its terms, the Company and the Participant agree as follows. All capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan, as amended from time to time (the “Plan”).
Notwithstanding the foregoing, and subject to Sections 5 and 6 below, in the event that the Participant incurs a Termination of Service prior to any Vesting Date, any RSUs that were unvested at the date of such Termination of Service shall be immediately forfeited to the Company.
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During the Participant’s employment with the Company and/or any of its subsidiaries and Affiliates and continuing thereafter for the post-termination periods specified below, the Participant will not, in any way, directly or indirectly, either for the Participant or any other person or entity, whether paid or unpaid:
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Should the Participant breach the terms of these Restrictive Covenants, the Company reserves the right to enforce the terms herein in court and seek any and all remedies available to it in equity and law, and the Participant agrees to pay the Company’s attorneys’ fees and costs should it succeed on its claim(s). Further, should the Participant breach the terms of these Restrictive Covenants, the Participant will forfeit any right to the RSUs or Shares issued hereunder, subject to the terms and conditions of the Plan. If the Participant has previously sold any Shares derived from the RSUs, the Company shall also have the right to recover from the Participant the economic value thereof. The Participant agrees to pay the Company’s attorneys’ fees and costs incurred in recovering such RSUs or Shares issued, or the economic value of the Shares, pursuant hereto.
It is the intention of the Participant and the Company that in the event any of the covenants contained in these Restrictive Covenants are determined to be unreasonable and/or unenforceable with respect to scope, time or geographical coverage, the Participant and the Company agree that such covenants may be modified and narrowed by a court, so as to provide the maximum legally enforceable protection of the Company’s and any of its subsidiaries’ or Affiliates’ interests as described in this Agreement.
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[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written above.
PERDOCEO EDUCATION CORPORATION
Todd S. Nelson
President and Chief Executive Officer
ACCEPTANCE (OR REJECTION) OF AWARD BY PARTICIPANT
The undersigned, the Participant, hereby: (select one of the options below)
____ ACCEPTS the award of the RSUs as set forth in this Agreement and agrees to be bound by the terms and conditions of this Agreement and the Plan.
_____ REJECTS the award of the RSUs contemplated by this Agreement and forfeits all rights relating thereto. Please note that a rejection of this Award has no impact on any other award of options, restricted stock or restricted stock units you have previously received, including any restrictive covenants you are subject to pursuant to the agreement(s) governing your previous awards.
Date: _____________________ _________________________________
(Signature of Participant)
Print Name: ______________________
Please sign and return a fully executed .pdf of this Restricted Stock Unit Agreement by [__________] to Catherine Andersen at PEC corporate via DocuSign electronic signature. Failure to do so will result in forfeiture of the Award. Please retain a copy of this signed Restricted Stock Unit Agreement for your records.
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