As
filed with the Securities and Exchange Commission on May 5, 2015
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Strayer
Education, Inc.
(Exact
name of registrant as specified in its charter)
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Maryland
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52-1975978
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2303
Dulles Station Boulevard, Herndon, VA 20171
(Address
of principal executive offices) (Zip code)
Strayer
Education, Inc. 2015 Equity Compensation Plan
(Full
title of the plan)
Daniel W. Jackson
Executive Vice President and Chief
Financial Officer
Strayer Education, Inc.
2303
Dulles Station Boulevard
Herndon,
VA 20171
(703)
247-2500
(Name,
address and telephone number of agent for service)
Copy
to:
Margaret
de Lisser
Hogan
Lovells US LLP
Columbia
Square
555
Thirteenth Street, NW
Washington,
DC 20004-1109
(202)
637-5600
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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(Do
not check if a smaller reporting company)
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Smaller reporting company
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☐
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CALCULATION
OF REGISTRATION FEE
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Title of securities to be registered
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Amount
to be registered
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(1) (3)
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Proposed
maximum offering price per share (2)
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Proposed maximum aggregate offering price(2)
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Amount of
registration fee (2)
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Common Stock, par value $0.01 per share
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500,000
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$
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50.705
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$
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25,352,500
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$
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2,946
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2,870
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$
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50.705
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$
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145,523
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$
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17
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594,476
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$
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50.705
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$
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30,142,906
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$
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3,504
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Total
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1,097,346
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N/A
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N/A
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$
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6,467
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
(the “Registration Statement”) covers, in addition to the number of shares of Common Stock, $0.01 par value
(the “Common Stock”) of Strayer Education, Inc. (the “Registrant”) shown in the table, an indeterminate
number of shares of Common Stock that may become issuable as a result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock as specified in the Strayer Education, Inc. 2015 Equity Compensation Plan (the “2015
Plan”).
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(2)
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Estimated
pursuant to Rules 457(c) and 457(h) under the Securities Act solely for purposes of calculating the registration fee, based
upon the average of the high and low sale prices of the Common Stock as reported on the NASDAQ Global Market on May 1, 2015.
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(3)
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Represents
the maximum number of shares of Common Stock available for issuance pursuant to the 2015 Plan (subject to adjustment by reason
of certain events specified in the 2015 Plan), consisting of the sum of (a) 500,000 shares of Common Stock initially authorized
for issuance pursuant to the 2015 Plan plus (b) 2,870 shares of Common Stock available for future awards but not subject to outstanding
awards under the existing Strayer Education, Inc. 2011 Equity Compensation Plan (the “Prior Plan) as of the date of the
Registrant’s Annual Meeting held in 2015, subject to stockholder approval of the 2015 Plan (the “Amendment Date”)
plus (c) 594,476 shares of Common Stock related to awards outstanding under the Prior Plan as of the Amendment Date that thereafter
terminate by expiration or forfeiture, cancellation or otherwise without the issuance of such shares of Common Stock.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act. Such documents need not be filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the Commission:
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(a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31,
2014 filed with the Commission on February 20, 2015 including information incorporated
by reference in the Form 10-K from the Registrant’s definitive proxy statement
for its 2015 annual meeting of stockholders, which was filed on March 13, 2015;
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(b)
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The
Registrant’s Current Report on Form 8-K filed with the Commission on March 4, 2015;
and
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(c)
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The
description of the Registrant’s Common Stock as contained in the Registration Statement
on Form 8-A, filed by the Registrant on July 18, 1996 to register its Common Stock under
the Securities Exchange Act of 1934, as amended (“Exchange Act”), and all
amendments or reports filed for the purpose of updating such description prior to the
termination of the offering of Common Stock made hereby.
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In
addition, all documents and reports filed by the Registrant subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates
that all securities offered have been sold, or which deregisters all securities remaining unsold (other than those furnished pursuant
to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the Commission), shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4.
Description of Securities.
Not
applicable.
Item 5.
Interests of Named Experts and Counsel.
Not
applicable.
Item 6.
Indemnification of Directors and Officers.
The
following summarizes certain arrangements by which controlling persons, directors and officers of the Registrant, a Maryland corporation,
are indemnified against liability which they may incur in such capacities.
Section
2-418 of the Maryland Corporations and Associations Law, as amended, provides that under certain circumstances a corporation may
indemnify any director or officer made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of service in that capacity unless it is established that the act or omission
of the director was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active
and deliberate dishonesty; or the director actually received an improper personal benefit in money, property, or services; or
in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. Indemnification
may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection
with the proceeding.
Article
VI of the Registrant’s Bylaws provides:
To
the maximum extent permitted by Maryland law in effect from time to time, the Corporation, without requiring a preliminary determination
of the ultimate entitlement to indemnification, shall indemnify (a) any Director or officer or any former Director or officer
(including among the foregoing, for all purposes of this Article VI and without limitation, any individual who, while a Director
and at the request of the Corporation, serves or has served another corporation, partnership, joint venture, company, employee
benefit plan or any other enterprise as a director, officer, partner or Director of such corporation, partnership, joint venture,
Corporation, employee benefit plan or other enterprise), who has been successful, on the merits or otherwise, in the defense of
a proceeding to which he was made a party by reason of such status, against reasonable expenses incurred by him in connection
with the proceeding, and (b) any Director or officer or any former Director or officer against any claim or liability to which
he may become subject by reason of such status unless it is established that (i) his act or omission was committed in bad faith
or was the result of active and deliberate dishonesty, (ii) he actually received an improper personal benefit in money, property
or services or (iii) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawful.
In addition, the Corporation shall pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred
by a Director or officer or former Director or officer made a party to a proceeding by reason of his status as a Director or officer;
provided , that the Corporation shall have received (i) a written affirmation by the Director or officer of his good faith belief
that he has met the applicable standard of conduct necessary for indemnification by the Corporation as authorized by these Bylaws
and (ii) a written undertaking by or on his behalf to repay the amount paid or reimbursed by the Corporation if it shall ultimately
be determined that the applicable standard of conduct was not met. The Corporation may, with the approval of its Directors, provide
such indemnification and payment or reimbursement of expenses to any employee or agent of the Corporation. Neither the amendment
nor repeal of this Article VI, nor the adoption or amendment of any other provision of the Articles of Incorporation or these
Bylaws inconsistent with this Article VI, shall apply to or affect in any respect the applicability of this paragraph with respect
to any act or failure to act which occurred prior to such amendment, repeal or adoption. Any indemnification or payment or reimbursement
of the expenses permitted by these Bylaws shall be furnished in accordance with the procedures provided for indemnification and
payment or reimbursement of expenses under Section 2-4 18 of the Maryland General Corporation Law (the “MGCL”) for
directors of Maryland corporations. The Corporation may provide to Directors, officers and stockholders such other and further
indemnification or payment or reimbursement of expenses as may be permitted by the MGCL, as in effect from time to time, for directors
of Maryland corporations.
In
addition, the Registrant maintains liability insurance coverage for its officers and directors which entitles the Registrant to
be reimbursed for certain indemnity payments it is required or permitted to make to its directors and officers with respect to
actions arising out of the performance of such officer’s or director’s duties.
Item 7.
Exemption from Registration Claimed.
Not
applicable.
Item 8.
Exhibits.
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Exhibit
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Number
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Description
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5.1
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Opinion of Hogan Lovells US LLP*
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23.1
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Consent of Hogan Lovells US LLP (contained in Exhibit 5.1)*
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23.2
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Consent of PricewaterhouseCoopers LLP*
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24.1
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Power of Attorney (included with signature page to this Registration Statement)*
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99.1
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Strayer Education, Inc. 2015 Equity Compensation Plan (incorporated by reference to Exhibit A to the Company’s definitive proxy statement filed on March 13, 2015).
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99.2
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Strayer Education, Inc. 2015 Equity Compensation Plan Form of Restricted Stock Agreement (Time Based)*
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99.3
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Strayer Education, Inc. 2015 Equity Compensation Plan Form of Restricted Stock Agreement (Performance Based)*
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99.4
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Strayer Education, Inc. 2015 Equity Compensation Plan Form of Restricted Stock Agreement for Directors*
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99.5
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Strayer Education, Inc. 2015 Equity Compensation Plan Form of Nonqualified Stock Option Agreement*
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Item 9.
Undertakings.
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(a)
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The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration
Statement;
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
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Provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new Registration Statement relating
to the securities offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
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(b)
The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Herndon, Virginia, on this 5th day of May, 2015.
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Strayer Education, Inc.
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By:
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/s/ Daniel W. Jackson
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Daniel W. Jackson
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Chief Financial Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Karl McDonnell, Daniel W. Jackson and Viet D. Dinh, and each of
them individually, as his lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and
his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, with full power and
authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities indicated on May 5, 2015.
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Signature
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Title
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/s/
Karl McDonnell
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Chief
Executive Officer and Director (Principal Executive Officer)
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Karl
McDonnell
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/s/
Daniel W. Jackson
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Chief
Financial Officer (Principal Financial Officer)
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Daniel
W. Jackson
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/s/
Thomas J. Aprahamian
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Chief
Accounting Officer (Principal Accounting Officer)
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Thomas
J. Aprahamian
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/s/
Robert S. Silberman
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Executive
Chairman of the Board
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Robert
S. Silberman
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Signature
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Title
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/s
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Charlotte F. Beason
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Director
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Charlotte
F. Beason
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/s/
William E. Brock
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Director
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William
E. Brock
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/s/
John T. Casteen, III
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Director
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John
T. Casteen, III
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/s/
Robert R. Grusky
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Director
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Robert
R. Grusky
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/s/
Robert L. Johnson
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Director
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Robert
L. Johnson
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/s/
Todd A. Milano
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Director
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Todd
A. Milano
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/
s
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G. Thomas Waite, III
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Director
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G.
Thomas Waite, III
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/
s
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J. David Wargo
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Director
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J.
David Wargo
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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5.1
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Opinion of Hogan Lovells US LLP*
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23.1
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Consent of Hogan Lovells US LLP (contained in Exhibit 5.1)*
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23.2
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Consent of PricewaterhouseCoopers LLP*
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24.1
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Power of Attorney (included with signature page to this Registration Statement)*
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99.1
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Strayer Education, Inc. 2015 Equity Compensation Plan (incorporated by reference to Exhibit A to the Company’s definitive proxy statement filed on March 13, 2015).
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99.2
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Strayer Education, Inc. 2015 Equity Compensation Plan Form of Restricted Stock Agreement (Time Based)*
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99.3
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Strayer Education, Inc. 2015 Equity Compensation Plan Form of Restricted Stock Agreement (Performance Based)*
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99.4
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Strayer Education, Inc. 2015 Equity Compensation Plan Form of Restricted Stock Agreement for Directors*
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99.5
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Strayer Education, Inc. 2015 Equity Compensation Plan Form of Nonqualified Stock Option Agreement*
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8
Exhibit 5.1
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Hogan Lovells US LLP
875 Third Avenue
New York, NY 10022
T +1 212 918 3000
F +1 212 918 3100
www.hoganlovells.com
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May 5, 2015
Board of Directors
Strayer Education, Inc.
2303
Dulles Station Boulevard
Herndon,
VA 20171
Ladies and Gentlemen:
We are acting
as counsel to Strayer Education, Inc., a Maryland corporation (the “Company”), in connection with its
registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offering
of up to 1,097,346 shares of common stock, par value $0.01 per share of the Company (the “Shares”), all of which
Shares are issuable pursuant to the Strayer Education, Inc. 2015 Equity Compensation Plan (the “Plan”). This
opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation
S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this
opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on
which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the
authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as
copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in
the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and
all statements herein are made, in the context of the foregoing.
This opinion letter
is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Maryland General Corporation Law, as amended”
includes the applicable statutory provisions contained therein, all applicable provisions of the Maryland Constitution and reported
judicial decisions interpreting these laws.
Based upon, subject
to and limited by the foregoing, we are of the opinion that, following (i) effectiveness of the Registration Statement, (ii) issuance
of the Shares pursuant to the terms of the Plan and (iii) receipt by the Company of the consideration for the Shares specified
in the applicable resolutions of the Board of Directors and in the Plan, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter
has been prepared for your use in connection with the Registration Statement. We assume no obligation to advise you of any changes
in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent
to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit
that we are an “expert” within the meaning of the Securities Act.
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Very truly yours,
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/s/
Hogan Lovells US LLP
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HOGAN LOVELLS US LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation
by reference in this Registration Statement on Form S-8
of our report dated
February
20, 2015 relating to the Strayer Education, Inc. consolidated financial statements and the effectiveness of internal control over
financial reporting, which appears in the Strayer Education, Inc. Annual Report on Form 10-K for the year ended December 31,
2014.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
McLean, Virginia
May 5, 2015
Exhibit 99.2
STRAYER
EDUCATION, INC.
2015
EQUITY COMPENSATION PLAN
RESTRICTED
STOCK AGREEMENT
Strayer
Education, Inc., a Maryland corporation (the “Corporation”), hereby grants shares of its common stock, $.01 par value
(the “Stock”) to the Grantee named below, subject to the vesting conditions set forth below and in the attachment.
Additional terms and conditions of the grant are set forth in this cover sheet, in the attached Restricted Stock Agreement (together
the “Agreement”), and in the Corporation’s 2015 Equity Compensation Plan (the “Plan”).
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Grant
Date:
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Name
of Grantee:
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Number
of Shares of Stock Covered by Grant:
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Vesting
Schedule:
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Subject
to special provisions for Termination of Service and Change in Control Resulting in Termination as described in the Agreement
and Plan, the restricted stock will vest as follows:
●
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Vesting
Start Date:
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Cash
Dividends:
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Grantee
will have the right to receive any cash dividends declared or paid on the restricted stock granted hereunder unless and until
forfeited.
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By
signing this cover sheet, you agree to all of the terms and conditions described in the Agreement and in the Plan, a copy of which
is attached.
IN PARTICULAR, YOU ACKNOWLEDGE THAT THIS RESTRICTED STOCK GRANT CONSTITUTES CONSIDERATION FOR YOUR ACCEPTANCE
OF THE NON-COMPETITION PROVISIONS CONTAINED IN THE AGREEMENT.
You acknowledge that you have carefully reviewed the Plan, and
agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent.
Attachment
This
is not a stock certificate or a negotiable instrument
.
STRAYER
EDUCATION, INC.
2015
EQUITY COMPENSATION PLAN
RESTRICTED
STOCK AGREEMENT
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Restricted
Stock
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This
grant is an award of Stock in the number of shares set forth on the cover sheet subject to the vesting conditions set forth
in the cover sheet and described below (“Restricted Stock” or the “Award”).
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Transfer
of Unvested Restricted Stock
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To
the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation
of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If
you attempt to do any of these things, you will immediately forfeit the shares of Restricted Stock.
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Issuance
and Vesting
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The
Corporation will issue your Restricted Stock in the name set forth on the cover sheet
of this Agreement as of the Grant Date.
Your
right to the Stock under this Restricted Stock Agreement vests in accordance with the vesting criteria (if any) and schedule
on the cover sheet and
Exhibit A
.
Notwithstanding
the vesting criteria (if any) and schedule on the cover sheet and in
Exhibit A
, the shares of Restricted Stock
shall become fully vested upon the occurrence of your death or Disability, or a Change in Control Resulting in Termination.
For purposes of this Agreement, a Change in Control Resulting in Termination shall occur when there is a Change in Control,
as that term is defined in the Plan, and (1) your employment with the Corporation is terminated without cause within six
(6) months of the effective date of the Change in Control or (2) there occurs a material reduction in your authority,
functions, duties or responsibilities which causes your resignation from the Corporation within six (6) months of the
effective date of the Change in Control.
No
additional shares of Restricted Stock will vest after your Service has terminated for any reason other than death or Disability,
or a Change in Control Resulting in Termination.
This
award of Restricted Stock, either at all or for particular periods, will not be applied or interpreted to provide any commission,
bonus, or other incentive payment based directly or indirectly upon success in securing enrollments or financial aid to any person
or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of funds under
Title IV of the Higher Education Act, except as permitted by law.
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Evidence
of Issuance
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The
issuance of the Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner
as the Corporation, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or
issuance of one or more share certificates (which may be held in escrow at the option of the Corporation until vested), with
any unvested shares of Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your
interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will
be appropriately modified if necessary.
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Forfeiture
of Unvested Stock and Dividends
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In
the event that your Service terminates for any reason other than death, Disability, or a Change in Control Resulting in Termination,
you will forfeit to the Corporation all of the shares of Stock subject to this grant that have not yet vested, and you agree
to remit to the Corporation within thirty (30) days an amount in cash equal to all dividends paid to you by the Corporation
with respect to such unvested Restricted Stock.
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Death
or Disability
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If
your Service terminates because of your death, then your shares of Restricted Stock will immediately become fully vested. If
your Service terminates because of your Disability, then your shares of Restricted Stock will immediately become fully vested.
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Leaves
of Absence
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For
purposes of this Agreement, your Service does not terminate when you go on a
bona
fide
leave of absence that was approved by your employer in writing if the terms
of the leave provide for continued Service crediting or when continued Service crediting
is required by applicable law. Your Service terminates in any event when the approved
leave ends unless you immediately return to active employee work.
Your
employer may determine, in its discretion, which leaves count for this purpose and when your Service terminates for all
purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Board may determine,
in its discretion, that a leave counts for this purpose even if your employer does not agree.
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Escrow
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If
the Restricted Stock is certificated, the certificates for the Restricted Stock shall
be deposited in escrow with the Secretary of the Corporation to be held in accordance
with the provisions of this paragraph. Each deposited certificate shall be accompanied
by a duly executed Assignment Separate from Certificate in the form attached hereto as
Exhibit B
. The deposited certificates shall remain in escrow until such time or
times as the certificates are to be released or otherwise surrendered for cancellation
as discussed below. Upon delivery of the certificates to the Corporation, you shall be
issued an instrument of deposit acknowledging the number of shares of Stock delivered
in escrow to the Secretary of the Corporation.
If
so noted on the cover page all regular cash dividends on the Stock (or other securities at the time held in escrow) shall
be paid directly to you and shall not be held in escrow. However, in the event of any stock dividend, stock split, recapitalization
or other change affecting the Corporation's outstanding common stock as a class effected without receipt of consideration
or in the event of a stock split, a stock dividend or a similar change in the Corporation Stock, any new, substituted
or additional securities or other property which is by reason of such transaction distributed with respect to the Stock
shall be immediately delivered to the Secretary of the Corporation to be held in escrow hereunder, but only to the extent
the Stock is at the time subject to the escrow requirements hereof.
The
release of any vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30)
days following the date on which such shares first become vested.
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Withholding
Taxes
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You
agree, as a condition of this Agreement, that you will make acceptable arrangements to pay any withholding or other taxes
that may be due relating to your Restricted Stock and the issuance of shares of Stock with respect to the Restricted Stock
under this Agreement. In the event that the Corporation or any Affiliate determines that any federal, state, local,
or foreign tax or withholding payment is required relating to the Restricted Stock or the issuance of shares of Stock with
respect to the Restricted Stock under this Agreement, the Corporation or any Affiliate will have the right to (i) require
you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter
into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulation Authority
(a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection
with the Restricted Stock to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the
proceeds necessary to satisfy the withholding obligations directly to the Corporation or an Affiliate, or (iv) require you
to deliver to the Corporation shares of Stock already owned by you to meet such obligations; provided that the shares of Stock
delivered will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable
laws.
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Section
83(b)
Election
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Under
Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”),
the difference between the purchase price (if any) paid for the shares of Stock and their
fair market value on the date any forfeiture restrictions applicable to such shares lapse
will be reportable as ordinary income at that time. For this purpose, “forfeiture
restrictions” include the forfeiture as to unvested Stock described above. You
may elect to be taxed at the time the shares are acquired, rather than when such shares
cease to be subject to such forfeiture restrictions, by filing an election under Section
83(b) of the Code with the Internal Revenue Service within thirty (30) days after the
Grant Date. You will have to make a tax payment to the extent the purchase price is less
than the fair market value of the shares on the Grant Date. No tax payment will have
to be made to the extent the purchase price is at least equal to the fair market value
of the shares on the Grant Date. The form for making this election is attached as
Exhibit
C
hereto. Failure to make this filing within the thirty (30) day period will result
in the recognition of ordinary income by you (in the event the fair market value of the
shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions
lapse.
YOU
ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO DETERMINE WHETHER OR NOT TO MAKE A FILING, AND
IF YOU DETERMINE TO MAKE SUCH A FILING, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE CORPORATION OR
ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION
AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.
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Non-Competition
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To
the extent permitted by law and applicable professional regulations, during the period
you are providing Services to the Corporation and for a period of one year thereafter,
you shall not take actions in competition with the Corporation in any state or similar
jurisdiction in which the Corporation conducts a material amount of its business. Unless
otherwise specified in an employment or other agreement between the Corporation and you,
you take actions in competition with the Corporation if you:
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Fail to keep strictly confidential all confidential business information disclosed by the Corporation to you, or
which is obtained by you or otherwise disclosed to you in connection with performing Services for the Corporation, or
use any such confidential information for any purpose other than performing Services for the Corporation; provided,
however, that the foregoing shall not apply to information which (1) at the time of disclosure to you is already a
matter of public knowledge, (2) after disclosure to you becomes a matter of public knowledge, except by your breach
of this provision , (3) was already in your possession at the time of disclosure and does not solely constitute
specific and detailed information regarding the Corporation (it being acknowledged that you possessed extensive
industry experience and general knowledge of the education sector prior to joining the Corporation); or (4) which is
required to be disclosed by law or regulation;
● Enter
into any employment, consulting or similar relationships with third parties which will result in a direct and material
conflict of interest with the Corporation’s business;
● Act
in any managerial capacity for or acquire an ownership interest in (except a minority interest of 5% or less acquired
for investment purposes in a company whose stock is traded on a public exchange) any person or entity that is a direct
and material competitor of the Corporation;
● Without
the written consent of the Corporation, solicit or direct anyone else to solicit any officer or key employee of the Corporation
(y) to terminate his or her employment or other relationship with the Corporation or (z) to seek or accept employment
with you or any third party; provided that the foregoing shall exclude actions which are the result of persons responding
to general advertisements and do not involve any solicitation on your part.
You
acknowledge and agree that any material breach by you of any of the provisions of this Section (the “Restrictive Covenants”)
would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if you
materially breach, or threaten to materially breach, any of the Restrictive Covenants, the Corporation and its Affiliates shall
have the right to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages)
by any court having equity jurisdiction, including, without limitation, the right to an entry against you of restraining orders
and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not
then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies
available to the Corporation and its Affiliates under law or in equity (including, without limitation, the recovery of damages).
In addition, in the event of such a material breach of the Restrictive Covenants the Corporation shall have the right to cause
a forfeiture of your Restricted Stock Agreement and the value of any shares of Restricted Stock that vested in the twelve (12)
months prior to your material breach.
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Retention
Rights
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Neither
your Restricted Stock nor this Agreement give you the right to be retained by the Corporation (or any Subsidiaries) in any capacity,
and subject to applicable legal requirements or contractual provisions, the Corporation (and any Subsidiaries) reserve the right
to terminate your Service at any time and for any reason subject to the terms of your employment agreement.
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Clawback
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This
Award is subject to mandatory repayment by you to the Corporation to the extent you are
or in the future become subject to any Corporation “clawback” or recoupment
policy that requires the repayment by you to the Corporation of compensation paid by
the Corporation to you in the event that you fail to comply with, or violate, the terms
or requirements of such policy.
If
the Corporation is required to prepare an accounting restatement due to the material noncompliance of the Corporation,
as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged
in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or
were grossly negligent in failing to prevent the misconduct, you shall reimburse the Corporation the amount of any payment
in settlement of this Award earned or accrued during the 12-month period following the first public issuance or filing
with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained
information affected by such material noncompliance.
Notwithstanding
any other provision of the Plan or any provision of this Agreement, if the Corporation is required to prepare an accounting
restatement, then you shall forfeit any cash or Stock received in connection with this Award (or an amount equal to the
Fair Market Value of such Stock on the date of delivery if you no longer hold the Stock) if pursuant to the terms of this
Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established
performance goals set forth in this Agreement (including earnings, gains, or other performance criteria) that are later
determined, as a result of the accounting restatement, not to have been achieved.
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Shareholder
Rights
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You
have the right to vote the Restricted Stock and if so noted on the cover page, you have the right to receive any cash dividends
declared or paid on such stock unless and until forfeited. Any stock distributions you receive as a result of any
stock split, stock dividend, combination of shares or other similar transaction shall be deemed to be a part of the Restricted
Stock and subject to the same conditions and restrictions applicable thereto. Except as described in the Plan,
no adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is
issued.
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Adjustments
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In
the event of a stock split, a stock dividend or a similar change in the Corporation stock, the number of shares covered by
this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Restricted
Stock shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Corporation
is subject to such corporate activity.
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Legends
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All
certificates representing the Stock issued in connection with this grant shall, where
applicable, have endorsed thereon the following legends:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN
THE CORPORATION AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICE OF THE CORPORATION AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION
BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
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Applicable
Law
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This
Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of
law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of
another jurisdiction.
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The
Plan
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The
text of the Plan is incorporated in this Agreement by reference.
Certain capitalized
terms used in this Agreement are defined in the Plan, and have the meaning set forth
in the Plan.
This
Agreement and the Plan constitute the entire understanding between you and the Corporation regarding this grant of Restricted
Stock. Any prior agreements, commitments or negotiations concerning this grant are superseded.
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Consent
to Electronic Delivery
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The
Corporation may choose to deliver certain informational materials relating to the Plan in electronic form. By accepting
this grant you agree that the Corporation will deliver the Plan prospectus and the Corporation's annual report to you in an
electronic format through the Corporation’s intranet at [
website
]. If
at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Corporation would be
pleased to provide copies. Please contact the General Counsel of the Corporation to request paper copies of these
documents.
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Corporate
Activity
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Your
grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the
Corporation is subject to such corporate activity.
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Data
Privacy
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In
order to administer the Plan, the Corporation may process personal data about you. Such
data includes, but is not limited to, information provided in this Agreement and any
changes thereto, other appropriate personal and financial data about you such as your
contact information, payroll information and any other information that might be deemed
appropriate by the Corporation to facilitate the administration of the Plan.
By
accepting this grant, you give explicit consent to the Corporation to process any such personal data.
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Code
Section 409A
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It
is intended that this Award comply with Code Section 409A or an exemption to Code Section 409A. To the extent that
the Corporation determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation
plans pursuant to Code Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended
to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall
be determined by the Corporation. For purposes of this Award, a termination of Service only occurs upon an event
that would be a Separation from Service within the meaning of Code Section 409A.
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By
signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.
EXHIBIT
A
VESTING
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Number of Shares
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Vesting Date(s)
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EXHIBIT
B
ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR
VALUE RECEIVED, _____________hereby assigns and transfers unto Strayer Education, Inc., a Maryland corporation (the “Corporation”),
____________(__________) shares of common stock of the Corporation represented by Certificate No. ___ herewith and does hereby
irrevocably constitute and appoint _______________________ as Attorney to transfer the said stock on the books of the Corporation
with full power of substitution in the premises.
Dated:____________,
______
Spouse
Consent (if applicable)
___________________
(Purchaser's spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his
or her interests, whether as community property or otherwise, if any, in the shares of common stock of the Corporation.
INSTRUCTIONS:
PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE CORPORATION TO
CANCEL YOUR UNVESTED SHARES AS SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.
EXHIBIT
C
ELECTION
UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
The
undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described
below and supplies the following information in accordance with the regulations promulgated thereunder:
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1.
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The name, address and social security number of the undersigned:
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Name:
Address:
Social
Security No. :
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2.
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Description of property with respect to which the election is being made:
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shares
of common stock of Strayer Education, Inc., a Maryland corporation, (the “Corporation”).
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3.
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The date on which the property was transferred is ____________ ____,
2015.
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4.
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The taxable year to which this election relates is calendar year 2015.
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5.
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Nature of restrictions to which the property is subject:
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The
shares of stock are subject to the provisions of a Restricted Stock Agreement between the undersigned and the Corporation. The
shares of stock are subject to forfeiture under the terms of the Agreement.
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6.
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The
fair market value of the property at the time of transfer (determined without regard
to any lapse restriction) was $__________ per share, for a total of $__________.
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The amount paid by taxpayer for the property was $__________.
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8.
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A copy of this statement has been furnished to the Corporation.
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Dated: _____________,
2015
PROCEDURES
FOR MAKING ELECTION
UNDER INTERNAL REVENUE CODE SECTION 83(b)
The
following procedures
must
be followed with respect to the attached form for making an election under Internal Revenue Code
section 83(b) in order for the election to be effective:
1
1. You
must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within
30 days
after the Grant Date of your Restricted Stock.
2. At
the same time you file the election form with the IRS, you must also give a copy of the election form to the Secretary of the
Corporation.
3. You
must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in
which the stock is transferred to you.
1.
Whether
or not to make the election is your decision and may create tax consequences for you. You are advised to consult your tax advisor
if you are unsure whether or not to make the election.
14
Exhibit 99.3
STRAYER
EDUCATION, INC.
2015
EQUITY COMPENSATION PLAN
RESTRICTED
STOCK AGREEMENT
Strayer
Education, Inc., a Maryland corporation (the “Corporation”), hereby grants shares of its common stock, $.01 par value
(the “Stock”) to the Grantee named below, subject to the vesting conditions set forth below and in the attachment.
Additional terms and conditions of the grant are set forth in this cover sheet, in the attached Restricted Stock Agreement (together
the “Agreement”), and in the Corporation’s 2015 Equity Compensation Plan (the “Plan”).
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Grant
Date:
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Name
of Grantee:
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Number
of Shares of Stock Covered by Grant:
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Vesting:
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Subject
to special provisions for Termination of Service and Change in Control Resulting in Termination as described in the Agreement
and the Plan, the restricted stock will vest based on the attainment of specified performance goals, as set forth on the attached
Exhibit A
and as follows:
●
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Vesting
Start Date
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Cash
Dividends:
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Grantee will have the right to receive any cash dividends declared or paid on the restricted stock unless
and until forfeited.
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By
signing this cover sheet, you agree to all of the terms and conditions described in the Agreement and in the Plan, a copy of which
is attached.
IN PARTICULAR, YOU ACKNOWLEDGE THAT THIS RESTRICTED STOCK GRANT CONSTITUTES CONSIDERATION FOR YOUR ACCEPTANCE
OF THE NON-COMPETITION PROVISIONS CONTAINED IN THE AGREEMENT.
You acknowledge that you have carefully reviewed the Plan, and
agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent.
Attachment
This
is not a stock certificate or a negotiable instrument
.
STRAYER
EDUCATION, INC.
2015
EQUITY COMPENSATION PLAN
RESTRICTED
STOCK AGREEMENT
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Restricted
Stock
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This
grant is an award of Stock in the number of shares set forth on the cover sheet subject to the vesting conditions set forth
in the cover sheet and described below (“Restricted Stock” or the “Award”).
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Transfer
of Unvested Restricted Stock
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To
the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation
of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If
you attempt to do any of these things, you will immediately forfeit the shares of Restricted Stock.
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Issuance
and Vesting
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The
Corporation will issue your Restricted Stock in the name set forth on the cover sheet
of this Agreement as of the Grant Date.
Your
right to the Stock under this Restricted Stock Agreement vests in accordance with the vesting criteria (if any) and schedule
on the cover sheet and
Exhibit A
.
Notwithstanding
the vesting criteria (if any) and schedule on the cover sheet and in
Exhibit A
, the shares of Restricted Stock
shall become fully vested upon the occurrence of your death or Disability, or a Change in Control Resulting in Termination.
For purposes of this Agreement, a Change in Control Resulting in Termination shall occur when there is a Change in Control,
as that term is defined in the Plan, and (1) your employment with the Corporation is terminated without cause within six
(6) months of the effective date of the Change in Control or (2) there occurs a material reduction in your authority,
functions, duties or responsibilities which causes your resignation from the Corporation within six (6) months of the
effective date of the Change in Control.
No
additional shares of Restricted Stock will vest after your Service has terminated for any reason other than death or Disability,
or a Change in Control Resulting in Termination.
This
award of Restricted Stock, either at all or for particular periods, will not be applied or interpreted to provide any commission,
bonus, or other incentive payment based directly or indirectly upon success in securing enrollments or financial aid to any person
or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of funds under
Title IV of the Higher Education Act, except as permitted by law.
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Evidence
of Issuance
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The
issuance of the Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner
as the Corporation, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or
issuance of one or more share certificates (which may be held in escrow at the option of the Corporation until vested), with
any unvested shares of Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your
interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will
be appropriately modified if necessary.
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Forfeiture
of Unvested Stock and Dividends
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In
the event that your Service terminates for any reason other than death, Disability, or a Change in Control Resulting in Termination,
you will forfeit to the Corporation all of the shares of Stock subject to this grant that have not yet vested, and you agree
to remit to the Corporation within thirty (30) days an amount in cash equal to all dividends paid to you by the Corporation
with respect to such unvested Restricted Stock.
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Leaves
of Absence
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For
purposes of this Agreement, your Service does not terminate when you go on a
bona
fide
leave of absence that was approved by your employer in writing if the terms
of the leave provide for continued Service crediting or when continued Service crediting
is required by applicable law. Your Service terminates in any event when the approved
leave ends unless you immediately return to active employee work.
Your
employer may determine, in its discretion, which leaves count for this purpose and when your Service terminates for all
purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Board may determine,
in its discretion, that a leave counts for this purpose even if your employer does not agree.
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Death or Disability
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If your Service terminates because of your death, then your shares of Restricted Stock will immediately become
fully vested. If your Service terminates because of your Disability, then your shares of Restricted Stock will immediately become
fully vested.
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Escrow
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If
the Restricted Stock is certificated, the certificates for the Restricted Stock shall
be deposited in escrow with the Secretary of the Corporation to be held in accordance
with the provisions of this paragraph. Each deposited certificate shall be accompanied
by a duly executed Assignment Separate from Certificate in the form attached hereto as
Exhibit B
. The deposited certificates shall remain in escrow until such time or
times as the certificates are to be released or otherwise surrendered for cancellation
as discussed below. Upon delivery of the certificates to the Corporation, you shall be
issued an instrument of deposit acknowledging the number of shares of Stock delivered
in escrow to the Secretary of the Corporation.
If
so noted on the cover page, all regular cash dividends on the Stock (or other securities at the time held in escrow) shall be
paid directly to you and shall not be held in escrow. However, in the event of any stock dividend, stock split, recapitalization
or other change affecting the Corporation’s outstanding common stock as a class effected without receipt of consideration
or in the event of a stock split, a stock dividend or a similar change in the Corporation Stock, any new, substituted or additional
securities or other property which is by reason of such transaction distributed with respect to the Stock shall be immediately
delivered to the Secretary of the Corporation to be held in escrow hereunder, but only to the extent the Stock is at the time
subject to the escrow requirements hereof.
The
release of any vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30)
days following the date on which such shares first become vested.
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Withholding
Taxes
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You
agree, as a condition of this Agreement, that you will make acceptable arrangements to pay any withholding or other taxes
that may be due relating to your Restricted Stock and the issuance of shares of Stock with respect to the Restricted Stock
under this Agreement. In the event that the Corporation or any Affiliate determines that any federal, state, local,
or foreign tax or withholding payment is required relating to the Restricted Stock or the issuance of shares of Stock with
respect to the Restricted Stock under this Agreement, the Corporation or any Affiliate will have the right to (i) require
you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter
into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulation Authority
(a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection
with the Restricted Stock to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the
proceeds necessary to satisfy the withholding obligations directly to the Corporation or an Affiliate, or (iv) require you
to deliver to the Corporation shares of Stock already owned by you to meet such obligations; provided that the shares of Stock
delivered will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable
laws.
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Section
83(b)
Election
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Under
Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”),
the difference between the purchase price (if any) paid for the shares of Stock and their
fair market value on the date any forfeiture restrictions applicable to such shares lapse
will be reportable as ordinary income at that time. For this purpose, “forfeiture
restrictions” include the forfeiture as to unvested Stock described above. You
may elect to be taxed at the time the shares are acquired, rather than when such shares
cease to be subject to such forfeiture restrictions, by filing an election under Section
83(b) of the Code with the Internal Revenue Service within thirty (30) days after the
Grant Date. You will have to make a tax payment to the extent the purchase price is less
than the fair market value of the shares on the Grant Date. No tax payment will have
to be made to the extent the purchase price is at least equal to the fair market value
of the shares on the Grant Date. The form for making this election is attached as
Exhibit
C
hereto. Failure to make this filing within the thirty (30) day period will result
in the recognition of ordinary income by you (in the event the fair market value of the
shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions
lapse.
YOU ACKNOWLEDGE THAT IT IS YOUR
SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO DETERMINE WHETHER OR NOT TO MAKE A FILING, AND IF YOU DETERMINE
TO MAKE SUCH A FILING, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE CORPORATION OR ITS REPRESENTATIVES
TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER
OR NOT TO FILE ANY 83(b) ELECTION.
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Non-Competition
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To
the extent permitted by law and applicable professional regulations, during the period
you are providing Services to the Corporation and for a period of one year thereafter,
you shall not take actions in competition with the Corporation in any state or similar
jurisdiction in which the Corporation conducts a material amount of its business. Unless
otherwise specified in an employment or other agreement between the Corporation and you,
you take actions in competition with the Corporation if you:
●
Fail to keep strictly confidential all confidential business information disclosed by the Corporation to you, or
which is obtained by you or otherwise disclosed to you in connection with performing Services for the Corporation, or
use any such confidential information for any purpose other than performing Services for the Corporation; provided,
however, that the foregoing shall not apply to information which (1) at the time of disclosure to you is already a
matter of public knowledge, (2) after disclosure to you becomes a matter of public knowledge, except by your breach
of this provision , (3) was already in your possession at the time of disclosure and does not solely constitute
specific and detailed information regarding the Corporation (it being acknowledged that you possessed extensive
industry experience and general knowledge of the education sector prior to joining the Corporation); or (4) which is
required to be disclosed by law or regulation;
● Enter
into any employment, consulting or similar relationships with third parties which will result in a direct and material
conflict of interest with the Corporation’s business;
● Act
in any managerial capacity for or acquire an ownership interest in (except a minority interest of 5% or less acquired
for investment purposes in a company whose stock is traded on a public exchange) any person or entity that is a direct
and material competitor of the Corporation;
● Without
the written consent of the Corporation, solicit or direct anyone else to solicit any officer or key employee of the Corporation
(y) to terminate his or her employment or other relationship with the Corporation or (z) to seek or accept employment with you
or any third party; provided that the foregoing shall exclude actions which are the result of persons responding to general advertisements
and do not involve any solicitation on your part.
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You
acknowledge and agree that any material breach by you of any of the provisions of this Section (the “Restrictive Covenants”)
would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if you
materially breach, or threaten to materially breach, any of the Restrictive Covenants, the Corporation and its Affiliates shall
have the right to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages)
by any court having equity jurisdiction, including, without limitation, the right to an entry against you of restraining orders
and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not
then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies
available to the Corporation and its Affiliates under law or in equity (including, without limitation, the recovery of damages).
In addition, in the event of such a material breach of the Restrictive Covenants the Corporation shall have the right to cause
a forfeiture of your Restricted Stock Agreement and the value of any shares of Restricted Stock that vested in the twelve (12)
months prior to your material breach.
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Retention
Rights
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Neither
your Restricted Stock nor this Agreement give you the right to be retained by the Corporation (or any Subsidiaries) in any capacity,
and subject to applicable legal requirements or contractual provisions, the Corporation (and any Subsidiaries) reserve the right
to terminate your Service at any time and for any reason subject to the terms of your employment agreement.
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Clawback
|
This
Award is subject to mandatory repayment by you to the Corporation to the extent you are or in the future become subject to any
Corporation “clawback” or recoupment policy that requires the repayment by you to the Corporation of compensation
paid by the Corporation to you in the event that you fail to comply with, or violate, the terms or requirements of such policy.
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If
the Corporation is required to prepare an accounting restatement due to the material noncompliance of the Corporation, as a result
of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct,
were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in
failing to prevent the misconduct, you shall reimburse the Corporation the amount of any payment in settlement of this Award earned
or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange
Commission (whichever first occurred) of the financial document that contained information affected by such material noncompliance.
Notwithstanding any other provision of the Plan or any provision of this Agreement, if the Corporation is required to prepare an accounting restatement, then you shall forfeit any cash or Stock received in connection with this Award (or an amount equal to the Fair Market Value of such Stock on the date of delivery if you no longer hold the Stock) if pursuant to the terms of this Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement (including earnings, gains, or other performance criteria) that are later determined, as a result of the accounting restatement, not to have been achieved.
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Shareholder
Rights
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You
have the right to vote the Restricted Stock and if so noted on the cover page, you have the right to receive any cash dividends
declared or paid on such stock unless and until forfeited. Any stock distributions you receive as a result of any
stock split, stock dividend, combination of shares or other similar transaction shall be deemed to be a part of the Restricted
Stock and subject to the same conditions and restrictions applicable thereto. Except as described in the Plan,
no adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is
issued.
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Adjustments
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In
the event of a stock split, a stock dividend or a similar change in the Corporation stock, the number of shares covered by
this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Restricted
Stock shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Corporation
is subject to such corporate activity.
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Legends
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All
certificates representing the Stock issued in connection with this grant shall, where
applicable, have endorsed thereon the following legends:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN
THE CORPORATION AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICE OF THE CORPORATION AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION
BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
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Applicable
Law
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This
Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of
law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of
another jurisdiction.
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The
Plan
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The
text of the Plan is incorporated in this Agreement by reference.
Certain capitalized
terms used in this Agreement are defined in the Plan, and have the meaning set forth
in the Plan.
This
Agreement and the Plan constitute the entire understanding between you and the Corporation regarding this grant of Restricted
Stock. Any prior agreements, commitments or negotiations concerning this grant are superseded.
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Consent
to Electronic Delivery
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The
Corporation may choose to deliver certain informational materials relating to the Plan in electronic form. By accepting
this grant you agree that the Corporation will deliver the Plan prospectus and the Corporation's annual report to you in an
electronic format through the Corporation’s intranet at [website]. If at any time you would prefer to receive
paper copies of these documents, as you are entitled to, the Corporation would be pleased to provide copies. Please
contact the General Counsel of the Corporation to request paper copies of these documents.
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Corporate
Activity
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Your
grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the
Corporation is subject to such corporate activity.
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Data
Privacy
|
In
order to administer the Plan, the Corporation may process personal data about you. Such
data includes, but is not limited to, information provided in this Agreement and any
changes thereto, other appropriate personal and financial data about you such as your
contact information, payroll information and any other information that might be deemed
appropriate by the Corporation to facilitate the administration of the Plan.
By
accepting this grant, you give explicit consent to the Corporation to process any such personal data.
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Code
Section 409A
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It
is intended that this Award comply with Code Section 409A or an exemption to Code Section 409A. To the extent that
the Corporation determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation
plans pursuant to Code Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended
to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall
be determined by the Corporation. For purposes of this Award, a termination of Service only occurs upon an event
that would be a Separation from Service within the meaning of Code Section 409A.
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By
signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.
EXHIBIT
A
PERFORMANCE GOALS
AND NUMBER OF SHARES OF STOCK
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Performance Goal
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Number of Shares Vesting
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Date
Vesting
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EXHIBIT
B
ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR
VALUE RECEIVED, _____________hereby assigns and transfers unto Strayer Education, Inc., a Maryland corporation (the “Corporation”),
____________(__________) shares of common stock of the Corporation represented by Certificate No. ___ herewith and does hereby
irrevocably constitute and appoint _______________________ as Attorney to transfer the said stock on the books of the Corporation
with full power of substitution in the premises.
Dated:____________,
______
Spouse
Consent (if applicable)
___________________
(Purchaser's spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his
or her interests, whether as community property or otherwise, if any, in the shares of common stock of the Corporation.
INSTRUCTIONS:
PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE CORPORATION TO
CANCEL YOUR UNVESTED SHARES AS SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.
EXHIBIT
C
ELECTION
UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
The
undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described
below and supplies the following information in accordance with the regulations promulgated thereunder:
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1.
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The name, address and social security number of the undersigned:
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Name:
Address:
Social
Security No. :
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2.
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Description of property with respect to which the election is being made:
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shares
of common stock of Strayer Education, Inc., a Maryland corporation, (the “Corporation”).
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3.
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The date on which the property was transferred is ____________ ____,
2015.
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4.
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The taxable year to which this election relates is calendar year 2015.
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5.
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Nature of restrictions to which the property is subject:
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The
shares of stock are subject to the provisions of a Restricted Stock Agreement between the undersigned and the Corporation. The
shares of stock are subject to forfeiture under the terms of the Agreement.
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6.
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The
fair market value of the property at the time of transfer (determined without regard
to any lapse restriction) was $__________ per share, for a total of $__________.
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7.
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The amount paid by taxpayer for the property was $__________.
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8.
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A copy of this statement has been furnished to the Corporation.
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Dated: _____________,
2015
PROCEDURES
FOR MAKING ELECTION
UNDER INTERNAL REVENUE CODE SECTION 83(b)
The
following procedures
must
be followed with respect to the attached form for making an election under Internal Revenue Code
section 83(b) in order for the election to be effective:
1
1. You
must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within
30 days
after the Grant Date of your Restricted Stock.
2. At
the same time you file the election form with the IRS, you must also give a copy of the election form to the Secretary of the
Corporation.
3. You
must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in
which the stock is transferred to you.
1.
Whether
or not to make the election is your decision and may create tax consequences for you. You are advised to consult your tax advisor
if you are unsure whether or not to make the election.
15
Exhibit 99.4
STRAYER EDUCATION, INC.
2015 EQUITY COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
FOR DIRECTORS
Strayer Education, Inc.,
a Maryland corporation (the “Corporation”), hereby grants shares of its common stock, $.01 par value (the “Stock”)
to the Grantee named below, subject to the vesting conditions set forth below and in the attachment. Additional terms and conditions
of the grant are set forth in this cover sheet, in the attached Restricted Stock Agreement for Directors (together the “Agreement”),
and in the Corporation’s 2015 Equity Compensation Plan (the “Plan”).
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Grant
Date:
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Name of Grantee:
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Number of Shares of Stock Covered by Grant:
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Vesting
Schedule:
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Subject to special provisions for Termination of Service and Change
in Control Resulting in Termination of Service as described in the Agreement and Plan, the restricted stock will vest as follows:
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Vesting Start Date:
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By signing this cover
sheet, you agree to all of the terms and conditions described in the Agreement and in the Plan, a copy of which is also attached.
IN PARTICULAR, YOU ACKNOWLEDGE THAT THIS RESTRICTED STOCK GRANT CONSTITUTES CONSIDERATION FOR YOUR ACCEPTANCE OF THE NON-COMPETITION
PROVISIONS CONTAINED IN THE AGREEMENT.
You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will
control in the event any provision of this Agreement should appear to be inconsistent.
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Grantee:
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(Signature)
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Corporation:
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(Signature)
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Title:
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Attachment
This is not a stock certificate or a negotiable
instrument
.
STRAYER EDUCATION, INC.
2015 EQUITY COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT FOR DIRECTORS
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Restricted Stock
|
This grant is an award of Stock in the number of shares set forth on the cover sheet subject to the vesting conditions set forth in the cover sheet and described below (“Restricted Stock” or the “Award”).
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Transfer of Unvested Restricted Stock
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To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things, you will immediately forfeit the shares of Restricted Stock.
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Issuance and Vesting
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The Corporation will issue
your Restricted Stock in the name set forth on the cover sheet of this Agreement as of the Grant Date.
Your right to the Stock under
this Restricted Stock Agreement vests in accordance with the vesting schedule set forth on the cover sheet.
Notwithstanding the vesting
schedule on the cover sheet, the shares of Restricted Stock shall become fully vested upon the occurrence of your death or Disability,
or a Change in Control Resulting in Termination. For purposes of this Agreement, a Change in Control Resulting in Termination shall
occur when there is a Change in Control, as that term is defined in the Plan, and (1) you are asked to resign from the Board without
cause within six (6) months of the effective date of the Change in Control or (2) there occurs a material reduction in your authority,
functions, duties or responsibilities which causes your resignation from the Board within six (6) months of the effective date
of the Change in Control.
No additional shares
of Restricted Stock will vest after your Service has terminated for any reason other than death or Disability, or a Change in
Control Resulting in Termination.
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Evidence of Issuance
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The issuance of the Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Corporation, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share certificates (which may be held in escrow at the option of the Corporation until vested), with any unvested shares of Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary.
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Forfeiture of Unvested
Stock and Dividends
|
In the event that your Service terminates for any reason other than death, Disability, or a Change in Control Resulting in Termination, you will forfeit to the Corporation all of the shares of Stock subject to this grant that have not yet vested, and you agree to remit to the Corporation within thirty (30) days an amount in cash equal to all dividends paid to you by the Corporation with respect to such unvested Restricted Stock.
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Death or Disability
|
If your Service terminates because of your death, then your shares of Restricted Stock will immediately become fully vested. If your Service terminates because of your Disability, then your shares of Restricted Stock will immediately become fully vested.
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Escrow
|
If the Restricted Stock is certificated, the
certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the Corporation to be held in accordance
with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from
Certificate in the form attached hereto as
Exhibit A
. The deposited certificates shall remain in escrow until such time
or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of
the certificates to the Corporation, you shall be issued an instrument of deposit acknowledging the number of shares of Stock delivered
in escrow to the Secretary of the Corporation.
All regular cash dividends on the Stock (or
other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, in the event
of any stock dividend, stock split, recapitalization or other change affecting the Corporation's outstanding common stock as a
class effected without receipt of consideration or in the event of a stock split, a stock dividend or a similar change in the Corporation
Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with
respect to the Stock shall be immediately delivered to the Secretary of the Corporation to be held in escrow hereunder, but only
to the extent the Stock is at the time subject to the escrow requirements hereof.
The release of any vested shares (or
other vested assets and securities) from escrow shall be effected within thirty (30) days following the date on which such shares
first become vested.
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Section 83(b)
Election
|
Under Section 83 of the Internal Revenue Code
of 1986, as amended (the “Code”), the difference between the purchase price (if any) paid for the shares of Stock and
their fair market value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary
income at that time. For this purpose, “forfeiture restrictions” include the forfeiture as to unvested Stock described
above. You may elect to be taxed at the time the shares are acquired, rather than when such shares cease to be subject to such
forfeiture restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty
(30) days after the Grant Date. You will have to make a tax payment to the extent the purchase price is less than the fair market
value of the shares on the Grant Date. No tax payment will have to be made to the extent the purchase price is at least equal to
the fair market value of the shares on the Grant Date. The form for making this election is attached as
Exhibit B
hereto.
Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by you (in the
event the fair market value of the shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions lapse.
YOU ACKNOWLEDGE THAT IT IS YOUR
SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO DETERMINE WHETHER OR NOT TO MAKE A FILING, AND IF YOU DETERMINE TO MAKE SUCH
A FILING, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS
FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY
83(b) ELECTION.
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Non-Competition
|
To the extent permitted
by law and applicable professional regulations, during the period you are providing Services to the Corporation and for a period
of one year thereafter, you shall not take actions in competition with the Corporation in any state or similar jurisdiction in
which the Corporation conducts a material amount of its business. Unless otherwise specified in an employment or other agreement
between the Corporation and you, you take actions in competition with the Corporation if you:
·
Fail to keep strictly confidential all confidential business information disclosed by the Corporation to you, or which
is obtained by you or otherwise disclosed to you in connection with performing Services for the Corporation, or use any such confidential
information for any purpose other than performing Services for the Corporation; provided, however, that the foregoing shall not
apply to information which (1) at the time of disclosure to you is already a matter of public knowledge, (2) after disclosure
to you becomes a matter of public knowledge, except by your breach of this provision , (3) was already in your possession at the
time of disclosure and does not solely constitute specific and detailed information regarding the Corporation (it being acknowledged
that you possessed extensive industry experience and general knowledge of the education sector prior to joining the Corporation);
or (4) which is required to be disclosed by law or regulation;
·
Enter into any employment, consulting or similar relationships with third parties which will result in a direct and material
conflict of interest with the Corporation’s business;
·
Act in any managerial capacity for or acquire an ownership interest in (except a minority interest of 5% or less acquired
for investment purposes in a company whose stock is traded on a public exchange) any person or entity that is a direct and material
competitor of the Corporation;
·
Without the written consent of the Corporation, solicit or direct anyone else to solicit any officer or key employee of
the Corporation (y) to terminate his or her employment or other relationship with the Corporation or (z) to seek or accept employment
with you or any third party; provided that the foregoing shall exclude actions which are the result of persons responding to general
advertisements and do not involve any solicitation on your part.
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You acknowledge
and agree that any material breach by you of any of the provisions of this Section (the “Restrictive Covenants”) would
result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if you materially
breach, or threaten to materially breach, any of the Restrictive Covenants, the Corporation and its Affiliates shall have the
right to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by
any court having equity jurisdiction, including, without limitation, the right to an entry against you of restraining orders and
injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then
continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies
available to the Corporation and its Affiliates under law or in equity (including, without limitation, the recovery of damages).
In addition, in the event of such a material breach of the Restrictive Covenants the Corporation shall have the right to cause
a forfeiture of your Restricted Stock Agreement and the value of any shares of Restricted Stock that vested in the twelve (12)
months prior to your material breach.
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Clawback
|
This Award is subject to mandatory repayment by you to the Corporation to the extent you are or in the future become subject to any Corporation “clawback” or recoupment policy that requires the repayment by you to the Corporation of compensation paid by the Corporation to you in the event that you fail to comply with, or violate, the terms or requirements of such policy.
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Shareholder Rights
|
You have the right to vote the Restricted Stock and to receive any cash dividends declared or paid on such stock unless and until forfeited. Any stock distributions you receive as a result of any stock split, stock dividend, combination of shares or other similar transaction shall be deemed to be a part of the Restricted Stock and subject to the same conditions and restrictions applicable thereto. Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued.
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Adjustments
|
In the event of a stock split, a stock dividend or a similar change in the Corporation stock, the number of shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Restricted Stock shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Corporation is subject to such corporate activity.
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Legends
|
All certificates representing
the Stock issued in connection with this grant shall, where applicable, have endorsed thereon the following legends:
“THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED
HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION AND
WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY
THIS CERTIFICATE.”
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Applicable Law
|
This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
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The Plan
|
The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning
set forth in the Plan.
This Agreement and the Plan
constitute the entire understanding between you and the Corporation regarding this grant of Restricted Stock. Any prior agreements,
commitments or negotiations concerning this grant are superseded.
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Consent to Electronic Delivery
|
The Corporation may choose to deliver certain
informational materials relating to the Plan in electronic form. By
accepting
this grant
you
agree
that
the
Corporation
will deliver
the
Plan prospectus
and
the
Corporation's
annual
report
to
you
in
an electronic
format through the Corporation’s intranet at [
website
]. If
at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Corporation would be
pleased to provide copies. Please contact the General Counsel of the Corporation to request paper copies of these
documents.
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Corporate Activity
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Your grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Corporation is subject to such corporate activity.
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Data Privacy
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In order to administer the
Plan, the Corporation may process personal data about you. Such data includes, but is not limited to, information provided in this
Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll
information and any other information that might be deemed appropriate by the Corporation to facilitate the administration of the
Plan.
By accepting this grant, you give explicit
consent to the Corporation to process any such personal data.
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Code Section 409A
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It is intended that this Award comply with Code Section 409A or an exemption to Code Section 409A. To the extent that the Corporation determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Corporation. For purposes of this Award, a termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A.
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By signing the cover sheet of this
Agreement, you agree to all of the terms and
conditions described above and in the Plan.
EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _____________hereby assigns
and transfers unto Strayer Education, Inc., a Maryland corporation (the “Corporation”), ____________(__________) shares
of common stock of the Corporation represented by Certificate No. ___ herewith and does hereby irrevocably constitute and appoint
_______________________ as Attorney to transfer the said stock on the books of the Corporation with full power of substitution
in the premises.
Dated:____________, ______
Spouse Consent (if applicable)
_____________________ (Purchaser's spouse)
indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his or her interests, whether
as community property or otherwise, if any, in the shares of common stock of the Corporation.
INSTRUCTIONS: PLEASE DO NOT FILL
IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE CORPORATION TO CANCEL YOUR UNVESTED
SHARES AS SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.
EXHIBIT B
ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
The undersigned hereby makes an election pursuant
to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information
in accordance with the regulations promulgated thereunder:
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1.
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The name, address and social security number of the undersigned:
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Name:
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Address:
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Social Security No. :
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2.
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Description of property with respect to which the election is being made:
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___________________shares of common stock of Strayer Education,
Inc., a Maryland corporation, (the “Corporation”).
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3.
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The date on which the property was transferred is ____________ __, 2015.
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4.
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The taxable year to which this election
relates is calendar year 2015.
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5.
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Nature of restrictions to which the property
is subject:
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The shares of stock are subject to the
provisions of a Restricted Stock Agreement between the undersigned and the Corporation. The shares of stock are subject to forfeiture
under the terms of the Agreement.
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6.
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The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was $__________
per share, for a total of $__________.
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7.
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The amount paid by taxpayer for the property
was $__________.
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8.
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A copy of this statement has been furnished
to the Corporation.
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Dated: _____________, 2015
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Taxpayer’s Signature
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Taxpayer’s Printed Name
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PROCEDURES FOR MAKING ELECTION
UNDER INTERNAL REVENUE CODE SECTION 83(b)
The following procedures
must
be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order
for the election to be effective:
1
1. You must file one
copy of the completed election form with the IRS Service Center where you file your federal income tax returns within
30 days
after the Grant Date of your Restricted Stock.
2. At the same time
you file the election form with the IRS, you must also give a copy of the election form to the Secretary of the Corporation.
3. You must file another
copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the stock is
transferred to you.
________________________________
1.
Whether or not
to make the election is your decision and may create tax consequences for you.
You are advised to consult your
tax advisor if you are unsure whether or not to make the election.
12
Exhibit 99.5
STRAYER
EDUCATION,
INC.
2015 Equity Compensation Plan
NONQUALIFIED
STOCK
OPTION
AGREEMENT
Strayer
Education,
Inc.,
a
Maryland
corporation (the
“Corporation”),
hereby
grants
an
option
to purchase
shares
of
its
common
stock,
$.01
par
value, (the
“Stock”)
to
the optionee named below. The
terms and conditions of the
option are
set forth in
this cover
sheet, in the attached Nonqualified Stock Option Agreement (together the “Agreement”), and in the Corporation's 2015
Equity Compensation Plan (the
“Plan”).
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Grant
Date:
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Expiration
Date:
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____________; subject to special provisions for earlier expiration
for termination of Service or Change in Control Resulting in Termination as described in this Agreement and Plan.
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Name
of Optionee:
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Number of Shares Covered by Option:
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Option Price per Share:
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Vesting
Schedule:
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This option will vest in its entirety on the __________anniversary
of the Grant Date; subject to special provisions for death, Disability or Change in Control Resulting in Termination of Service
as described in this Agreement and Plan.
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By signing this cover sheet,
you agree to all of the terms and conditions described in the Agreement and in the Plan, a copy of which is also attached.
IN
PARTICULAR, YOU ACKNOWLEDGE THAT THIS OPTION GRANT CONSTITUTES CONSIDERATION FOR YOUR ACCEPTANCE OF THE NON-COMPETITION PROVISIONS
CONTAINED IN THE AGREEMENT
.
You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control
in the event any provision of this Agreement should appear to be inconsistent.
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Optionee:
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(Signature)
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Corporation:
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(Signature)
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Title:
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Attachment
This is not a stock certificate or a negotiable
instrument.
STRAYER
EDUCATION,
INC.
2015 Equity Compensation Plan
NONQUALIFIED STOCK
OPTION
AGREEMENT
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Nonqualified
Stock Option
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This
option
is
not
intended
to
be
an
incentive
stock
option
under Section
422
of
the
Internal
Revenue
Code
and
will be
interpreted accordingly.
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Vesting
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This
option
is
only
exercisable
before
it
expires
and
then
only
with respect
to
the
vested
portion
of
the
option.
Subject
to
the preceding sentence,
you may exercise this option,
in whole
or
in part,
to purchase a whole number
of vested
shares not less than 100 shares, unless the number of
shares purchased is the
total
number available for purchase
under
the
option,
by following
the procedures set
forth in
the
Plan
and
below in
this
Agreement.
Your
right
to
purchase
shares
of
Stock
under
this
option
vests
as
to the
total
number
of
shares
covered
by
this
option,
as
shown
on
the cover
sheet
(the
“Option
Shares”).
Notwithstanding
the
vesting
schedule
in
the
preceding
paragraph, or any other term of this Agreement or the Plan, the
Option
Shares
shall
become
fully
vested upon
your
death
or Disability or upon a Change in Control Resulting in Termination. For
purposes of this Agreement, a Change in Control Resulting in Termination shall occur when there is a Change in Control, as that
term is defined herein, and (1) your Service is terminated without cause within six (6) months of the effective date of the Change
in Control or (2) there occurs a material reduction in your authority, functions, duties or responsibilities which causes your
resignation from the Corporation within six (6) months of the effective date of the Change in Control.
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Term
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Your
option
will
expire
in
any
event
at
the
close
of
business
at Corporation
headquarters
on
the
day
before
the
[
____
]
anniversary of
the Grant Date,
as shown on the cover
sheet.
Your
option
will expire earlier
if
your
Service
terminates, as
described
below.
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Termination
of
Service
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If
your
Service
terminates
for
any
reason
other
than
your
death
or Disability, or a Change in Control Resulting in Termination,
then
the unvested portion of your option will immediately expire
as
of
the
date
of
termination
of Service. If your
Service terminates for a Change in Control Resulting in Termination, your option will become fully vested
as of
the
date
of termination
of Service and,
your
option will expire at the close of business
at
Corporation
headquarters twelve
(12)
months after
such termination dat
e
. During
that twelve-month period, you
may exercise
your
vested option.
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Death
or
Disability
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If
your
Service
terminates
because
of
your
death,
then
your
option will
immediately
become
fully
vested
and
your
option
will
expire at the close of business at Corporation headquarters on the date
twelve
(12) months
after the date of
death.
During
that
twelve-month period, your
estate
or
heirs
may
exercise your vested option.
If
your
Service
terminates
because
of
your
Disability,
then
your option
will
immediately
become
fully
vested,
and
your
option will expire
at the close
of business at Corporation
headquarters on
the date twelve
(12) months after
the
date of such termination. During that
twelve-month period,
you
or your
legal representative
may exercise your vested option.
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Leaves of Absence
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For purposes of this Agreement,
your Service does not terminate when you go on a
bona fide
leave of absence that was approved by your employer in writing
if the terms of the leave provide for continued Service crediting or when continued Service crediting is required by applicable
law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.
Your employer
may determine, in its discretion, which leaves count for this purpose and when your Service terminates for all purposes under the
Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Board may determine, in its discretion,
that a leave counts for this purpose even if your employer does not agree.
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Notice
of
Exercise
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When
you
wish
to
exercise
this
option,
you
must
notify
the Corporation
by
filing
the
proper
“Notice
of
Exercise”
form
at
the address
given
on the
form.
Your notice must
specify how
many shares you
wish
to
purchase (in increments of at
least
100 shares). Your
notice
must also
specify
how
your shares of Stock
should
be registered (in your
name
only or
in your
and
your spouse's names as joint tenants
with right of survivorship). The notice
will be effective when it
is received
by
the
Corporation.
If
someone
else
wants
to
exercise
this
option
after
your
death,
that person
must
prove
to
the
Corporation's reasonable satisfaction
that
he
or
she
is legally
entitled
to
do
so.
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Form
of
Payment
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When
you
submit
your
notice
of
exercise,
you
must
include payment
of
the
option
price
and applicable
withholding
taxes
for
the shares you are purchasing.
Payment
may be made
in one
(or a combination) of
the following forms:
·
Cash,
your
personal
check,
a
cashier's
check,
a
money
order
or another
cash
equivalent
acceptable
to
the
Corporation.
·
Shares
of
Stock
of
the
Corporation
which
have
already
been owned
by
you
for
more
than
six
months
and
which are surrendered to the Corporation. The Fair Market Value of the shares as of the effective date of the Option exercise
will be applied to the Option Price.
·
By
delivery
(on
a
form
prescribed
by
the
Corporation)
of
an irrevocable
direction
to (i)
a
licensed
securities
broker reasonably
acceptable
to
the
Corporation
to
sell
Stock
of the Corporation and
to deliver
all or part
of the sale proceeds
to
the Corporation in payment of the
aggregate
option price and
any withholding taxes, or (ii) to the Corporation to effect a “net
exercise” by deducting an amount of shares of Stock of the Corporation covered by the option equal in market value to the
exercise price of the options to be exercised.
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Withholding
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You agree, as a condition of this
Agreement, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the
option exercise or the sale of Stock acquired under this option. In the event that the Corporation or any Affiliate determines
that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this option or the
sale of Stock arising from this option, the Corporation or any Affiliate shall have the right to (i) require you to tender a cash
payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day
sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”)
whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with the exercise of the
option to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to
satisfy the withholding obligations directly to the Corporation or any Affiliate, or (iv) withhold the delivery of vested shares
of Stock otherwise deliverable under this Agreement to meet such obligations; provided that the shares of Stock so withheld will
have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws.
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Transfer
of Option
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During
your lifetime, only you (or, in the event of your legal incapacity or incompetence, your guardian or legal representative)
may exercise the option. Other than by will or the laws of descent and distribution, the option may not be sold, assigned,
transferred, pledged, hypothecated, or otherwise encumbered, whether by operation or law or otherwise, nor may the option
be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately
and automatically forfeit the option.
Notwithstanding
these restrictions on transfer, the Corporation may authorize, in its sole discretion, the transfer of a vested option
(in whole or in part) to a member of your immediately family. You may also dispose of this option in your will or it may
be transferred upon your death by the laws of descent and distribution.
Regardless
of any marital property settlement agreement, the Corporation is not obligated to honor a notice of exercise from your spouse,
nor is the Corporation obligated to recognize your spouse's interest in your option in any other way.
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Non-Competition
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During
the
period
you
are
providing
Services
to
the
Corporation and
for
a
period
of
____
years
thereafter,
you
shall not
take
actions
in competition
with
the Corporation in any
state or similar jurisdiction in which
the
Corporation conducts
a material
amount of its business. Unless otherwise
specified in an
employment or other agreement between the
Corporation
and you, you
take
actions
in competition
with the
Corporation
if
you:
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·
Fail
to keep strictly confidential in accordance with the employment agreement all confidential business information disclosed by the
Corporation to you, or which is obtained by you or otherwise disclosed to you in connection with performing Services for the Corporation,
or use any such confidential information for any purpose other than performing Services for the Corporation; provided, however,
that the foregoing shall not apply to information which (1) at the time of disclosure to you is already a matter of public knowledge,
(2) after disclosure to you becomes a matter solely of public knowledge, except by your breach of this provision, (3) was already
in your possession at the time of disclosure and does not solely constitute specific and detailed information regarding the Corporation;
(it being acknowledged that you possessed extensive industry experience and general knowledge of the education sector prior to
joining the Corporation); or (4) which is required to be disclosed by law or regulation;
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·
Enter into any employment, consulting or similar relationships with third parties which will result in a direct and material conflict
of interest with the Corporation's business;
·
Act in any managerial capacity for or acquire an ownership interest in (except a minority interest of 5% or less acquired for investment
purposes in a company whose stock is traded on a public exchange) any person or entity that is a direct and material competitor
of the Corporation;
·
Without the written consent of the Corporation, solicit or direct anyone else to solicit any officer or key employee of the Corporation
(y) to terminate his or her employment or other relationship with the Corporation or (z) to seek or accept employment with you
or any third party; provided that the foregoing shall exclude actions which are the result of persons responding to general advertisements
and do not involve any solicitation on your part.
You acknowledge and agree that any
material breach by you of any of the provisions of this Section (the “Restrictive Covenants”) would result in irreparable
injury and damage for which money damages would not provide an adequate remedy. Therefore, if you materially breach, or threaten
to materially breach, any of the Restrictive Covenants, the Corporation and its Affiliates shall have the right to seek to have
the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having
equity jurisdiction, including, without limitation, the right to seek an entry against you of restraining orders and injunctions
(preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing,
of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available
to the Corporation and its Affiliates under law or in equity (including, without limitation, the recovery of damages). In addition,
in the event of such a material breach of the Restrictive Covenants the Corporation shall have the right to cause a forfeiture
of your rights under this Agreement, including the right to cause: (i) a forfeiture of this Agreement, and (ii) with respect to
the period commencing on the date of your termination of Service with the Corporation and ending twelve (12) months following
such termination of Service (A) a forfeiture of any net gain recognized by you upon the exercise of this Agreement or (B) a forfeiture
of any Stock acquired by you upon the exercise of this Agreement (but in such event the Corporation will repay you the option
exercise price without interest).
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Retention
Rights
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Neither
your
option
nor
this
Agreement
give
you
the
right
to
be retained
by
the
Corporation
(or
any
Subsidiaries)
in
any capacity, and subject to applicable legal requirements or contractual
provisions,
the
Corporation (and any Subsidiaries)
reserve
the right
to terminate your Service
at any
time and for
any
reason subject to the terms
of your employment agreement.
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Clawback
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This Award is subject to mandatory repayment
by you to the Corporation to the extent you are or in the future become subject to any Corporation “clawback” or recoupment
policy that requires the repayment by you to the Corporation of compensation paid by the Corporation to you in the event that you
fail to comply with, or violate, the terms or requirements of such policy.
If the Corporation is required to prepare an
accounting restatement due to the material noncompliance of the Corporation, as a result of misconduct, with any financial reporting
requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct,
knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse
the Corporation the amount of any payment in settlement of this Award earned or accrued during the 12-month period following the
first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial
document that contained information affected by such material noncompliance.
Notwithstanding any other provision
of the Plan or any provision of this Agreement, if the Corporation is required to prepare an accounting restatement, then you
shall forfeit any cash or Stock received in connection with this Award (or an amount equal to the Fair Market Value of such Stock
on the date of delivery if you no longer hold the Stock) if pursuant to the terms of this Agreement, the amount of the Award earned
or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement
(including earnings, gains, or other performance criteria) that are later determined, as a result of the accounting restatement,
not to have been achieved.
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Shareholder
Rights
|
You,
or
your
estate
or
heirs,
have
no
rights
as
a
shareholder
of
the Corporation
until
a certificate
for your
option's
shares has been issued
following
proper
exercise and payment therefore.
No adjustments are
made for dividends
or
other rights
if
the
applicable record date
occurs
before your stock
certificate
is
issued (or an appropriate book entry is made), except as described in the Plan.
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Adjustments
|
In the
event
of
a
stock
split,
a
stock
dividend
or
a
similar
change
in the
Stock
of
the
Corporation,
the
number of shares covered
by
this
option and the
option price per share
shall
be
adjusted appropriately (and rounded down
to
the nearest
whole number) if required pursuant to
the Plan.
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Applicable
Law
|
This
Agreement
will
be
interpreted
and
enforced
under
the
laws
of the
State
of
Maryland,
other
than
any
conflicts
or
choice
of law
rule or principle
that might
otherwise refer
construction
or
interpretation of this
Agreement to the
substantive law of
another jurisdiction.
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The
Plan
|
The
text
of
the
Plan
is
incorporated
in
this
Agreement
by
reference. Certain
capitalized
terms
used
in
this
Agreement are defined in
the Plan,
and
have the meaning set
forth in the Plan. This Agreement and the Plan constitute
the
entire
understanding between you and
the
Corporation regarding
this option.
Any
prior agreements, commitments or negotiations
concerning this
option are superseded.
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Consent
to
Electronic Delivery
|
The
Corporation
may
choose
to
deliver
certain
informational materials
relating
to
the
Plan
in
electronic
form.
By
accepting
this option
grant
you
agree
that
the
Corporation
will deliver
the
Plan prospectus and the Corporation's annual
report
to
you in an electronic
format through the Corporation’s intranet at [
website
]. If at any time
you would
prefer
to
receive paper copies of these
documents, as
you
are entitled
to, the
Corporation would
be pleased to
provide
copies.
Please
contact the General
Counsel of the Corporation to
request paper copies
of these documents.
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Corporate Activity
|
Your grant shall be subject to the
terms of any applicable agreement of merger, liquidation or reorganization in the event the Corporation is subject to such corporate
activity.
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Data Privacy
|
In order to administer the Plan, the Corporation
may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any
changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information
and any other information that might be deemed appropriate by the Corporation to facilitate the administration of the Plan.
By accepting this grant, you give explicit
consent to the Corporation to process any such personal data.
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Code Section 409A
|
It is intended that this Award comply with Code Section 409A or an exemption to Code Section 409A. To the extent that the Corporation determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Corporation. For purposes of this Award, a termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A.
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By signing the cover sheet of this Agreement,
you agree to all of the terms and conditions described above and in the Plan.
9