INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.1

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is by and between Career Education Corporation (the “Company”) and Jeremy J. Wheaton (“Consultant”) dated as of July 16, 2012. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Consultant has resigned as Senior Vice President of the Company and Chief Executive Officer of Colorado Technical University (“CTU”), one of the Company’s schools and from all other positions with the Company and its subsidiaries effective as of the close of business on July 16, 2012 (the “Resignation Date”), The Company has accepted such resignation and the Company and Consultant have agreed to the terms of this Agreement.

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RELATIONSHIP OF PARTIES

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PAYMENTS

TERM

CONFIDENTIALITY

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Consultant acknowledges that he will likely become acquainted with and receive additional Confidential Information during the Term and in his position as a trustee on the Board. Consultant acknowledges that the Confidential Information may be of incalculable value to the Company and is the exclusive property of the Company, and that the Company may suffer irreparable damage if any of the Confidential Information is improperly disclosed or used. Accordingly, Consultant will not, at any time during or after Consultant’s resignation from employment with the Company or during or after the Term (except to the extent required in the provision of the Contracted Services), reveal, divulge, use or make known to any person, firm or corporation any Confidential Information made known to Consultant or of which Consultant has become aware, regardless of whether developed, prepared, devised, or otherwise created in whole or in part by the efforts of Consultant. Consultant further agrees that he will retain all Confidential Information in trust for the sole benefit of the Company, and will not divulge or deliver any Confidential Information to any unauthorized person including, without limitation, any other employer of Consultant except as required by the order of any court or similar tribunal or any other governmental body or agency of appropriate jurisdiction; provided, that Consultant will, to the extent practicable, give the Company prior written notice of any such disclosure and will cooperate with the Company in obtaining a protective order or such similar protection as the Company may deem appropriate to preserve the confidential nature of such information. The foregoing obligations to maintain the Confidential Information shall not apply to any Confidential Information that is, or without any action by Consultant becomes, generally available to the public.

Consultant acknowledges that a breach on his part of the terms of the obligations set forth in this Section 5.1 may cause irreparable damage to the Company and that monetary damages may not provide an adequate remedy to the Company. Accordingly, Consultant agrees that the Company may be entitled to enforce the terms herein in court and seek any and all remedies available to it in equity and law, including, but not limited to, injunctive relief, without the posting of any bond or other security.

OWNERSHIP

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or any intellectual property rights in the Work Product are not deemed to be owned by the Company on creation, then Consultant hereby assigns to the Company, and hereafter agrees to assign to the Company, any and all intellectual property and other rights and interests in and to the Work Product, including copyright, patent rights and trade secret rights. At the Company’s expense, Consultant shall execute and deliver to the Company such additional instruments, and take such other actions, as the Company may reasonably request to confirm evidence or carry out the assignment of rights contemplated by this Section 6.1. Consultant’s obligations under this Section 6.1 will apply both during and indefinitely after the Term. Consultant hereby appoints the Company (and its duly authorized officers and agents) as Consultant’s agent and attorney-in-fact, to act in Consultant’s stead, to execute and deliver any such additional instrument and take such other actions, with the same legal force and effect as if done by Consultant, should Consultant for any reason whatsoever fail to promptly execute or deliver any such instrument or take such other actions to effect any such assignment of rights to the Company described in this Section 6.1. Consultant acknowledges and agrees that this appointment constitutes a right coupled with an interest and is irrevocable.

Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that Consultant shall retain all of his rights in his methodologies and methods of analysis, ideas, concepts, expressions, know how, methods, techniques, skills, knowledge and experience possessed by Consultant prior to, or acquired by Consultant during, the performance of this Agreement (other than Work Product) and the same shall not be deemed work made for hire and Consultant shall not be restricted in any way with respect thereto.

TERMINATION

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OTHER

(a) If Consultant is currently a participant in the Company’s health and/or dental insurance plan(s) and timely elects to continue his insurance coverage under federal COBRA law, the Company will provide a partial subsidy of Consultant’s post-termination COBRA premium, which will reduce the monthly contribution Consultant must pay for his COBRA coverage during the time period

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(b) The Company agrees that the Non-Compete Restrictions set forth in all the Award Agreements shall expire on December 31, 2012, and that this Agreement constitutes an amendment to such award agreements. Consultant acknowledges that the Non-Solicitation Restrictions remain in full force and effect as set forth in each of the Award Agreements, and are not altered or amended by this Agreement.

Consultant acknowledges that he would not be entitled to the monies and benefits described in this Paragraph 8.2 absent his separation from employment and his execution of this Agreement. In consideration of the benefits provided for herein, Consultant shall return a signed copy of the Waiver and General Release (the “Waiver”) that is attached as Exhibit A within twenty-one (21) days of the Resignation Date. If Consultant does not return the Waiver within such period, or revokes the Waiver, this Agreement shall be null and void, and no payments or benefits shall be provided hereunder nor shall any amendments to the Award Agreements be effected hereby. Consultant hereby acknowledges that as a result of his resignation from the Company he is not eligible for benefits under the Company’s Executive Severance Plan.

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IN WITNESS WHEREOF, each party has duly executed this Agreement.

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EXHIBIT A

Waiver and General Release

In consideration for the payments and benefits provided by the Company, excluding only claims which cannot be waived by law, Jeremy J. Wheaton (hereinafter “Consultant”) releases the Company, its affiliates, subsidiaries, and associated organizations, past and present, and each of them, as well as its and their trustees, directors, officers, agents, attorneys, employees, contractors, insurers, representatives, assigns, and successors, past and present, and each of them, (hereinafter “Releasees”), with respect to and from any and all legally waivable claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders, liabilities, complaints, and promises whatsoever, in law or equity, known or unknown, suspected or unsuspected, and whether or not concealed or hidden (collectively, “Claims”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any or all said Releasees, arising on or before the date this Waiver and General Release (this “Waiver”) is executed, including, but not limited to, any Claims arising out of or in any way connected with his employment with and/or separation from the Company, any Claims arising under the Sarbanes-Oxley Act of 2002, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, the False Claims Act, as amended, the Employee Retirement Income Security Act, as amended, Illinois civil rights laws and regulations, Illinois wage/hour laws and regulations, or any other federal, state or local law, regulation, ordinance or public policy, and any Claims for severance pay, bonus pay, sick leave, holiday pay, vacation pay, life insurance, health, medical or disability insurance or any other fringe benefit or the common law of any state relating to employment contracts, wrongful discharge, defamation or any other matter.

Consultant agrees not to sue any or all of the Releasees with respect to any matter released or discharged herein, except that Consultant may seek a determination of the validity of the waiver of his rights under the ADEA. Nothing in this Waiver is intended to reflect any party’s belief that the waiver of the Consultant’s claims under the ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived.

Notwithstanding the above, Consultant does not release and discharge (i) any right to continue his group health insurance coverage pursuant to applicable law; (ii) any vested benefits in any qualified retirement plan; (iii) any claim for breach of this Waiver; (iv) any claim that cannot be released by law, including but not limited to the right to file a charge with or participate in an investigation by the Equal Employment Opportunity Commission (“EEOC”); (v) any rights under any equity awards and award agreements;

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(vi) any rights to indemnification from the Company and its direct or indirect subsidiaries pursuant to any provision of the Company’s (or any of its subsidiaries’) articles of incorporation or by-laws, any directors and officers liability insurance policies maintained by the Company, or any contract of indemnity entered into by the Company and Consultant; (vii) any payment, provision or benefit or other claim under any retirement plan, profit sharing plan, employee benefit plan, or life insurance policy maintained by the Company, in each case which was accrued as of the Resignation Date, and (viii) any claim for breach of the Consulting Agreement of even date herewith. Consultant does, however, hereby waive any right to recover any money should the EEOC or any other agency or individual pursue any claims on his behalf.

This Waiver shall be binding upon Consultant and upon his dependents, heirs, representatives, executors, administrators, successors and assigns, and shall inure to the benefit of the Company and others released in this Waiver, and to their respective dependents, heirs, representatives, executors, administrators, successors and assigns.

Consultant agrees that his waiver and release of rights under this Waiver is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990, and he covenants and agrees that:

1. He has been given 21 days in which to consider, sign and return this Waiver to the Company;

2. He is hereby being advised in writing to consult with an attorney concerning this Waiver to ensure he fully understands the significance of all the terms and conditions of this Waiver; and

3. He will have 7 days from the date of signing to revoke this Waiver if he so desires. Any revocation must be in writing, signed by him and must be received by Jeffery D. Ayers, 231 N. Martingale Road, Schaumburg, IL 60173 within the revocation period to be deemed effective.

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