Form of Restricted Stock Award Agreement Non-Employee Director under the 2018 Equity Compensation Plan

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 as follows:     

•     In three (3) equal annual installments beginning [ ]

Grantee will have the right to receive any cash dividends declared or paid on the restricted stock unless and until forfeited.

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.

You agree, as a condition of this Agreement, that if, and to the extent, the Corporation is required to withhold any tax amounts in respect of the Restricted Stock granted hereunder 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. Prior to the occurrence of any event involving the Restricted Stock that the Corporation or an Affiliate determines may result in any tax withholding obligation (e.g., vesting), whether United States federal, state or local taxes or any applicable foreign taxes and including any employment tax obligation (the “Tax Withholding Obligation”), and except in cases in which you make an election under Section 83(b) of the Code as provided below, you must agree to the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Corporation, including by means of one of the following methods:

(i) By Share Withholding. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, you authorize the Corporation (in the exercise of its sole discretion) to withhold from those unrestricted shares of Stock to be delivered to you upon vesting the whole number of shares sufficient to satisfy the Tax Withholding Obligation. Share withholding will result in the delivery of a lower number of unrestricted shares of Stock to you.

(ii) By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) and any brokerage firm determined acceptable to the Corporation or an Affiliate for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, and you agree to indemnify and hold the Corporation and its Affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to you. You acknowledge that the Corporation or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding Obligation. Accordingly, you

agree to pay to the Corporation or an Affiliate as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above.

(iii) By Check, Wire Transfer or Other Means. At any time not less than sixty (60) days (or such fewer number of days as determined by the Committee or its designee) before any Tax Withholding Obligation arises (e.g., a vesting date), and provided that at the time of such request the Corporation is not in a “black-out period” and/or subject to applicable securities laws that could subject you to liability for engaging in any transaction involving the sale of the Corporation’s common stock, you may request permission to satisfy the Tax Withholding Obligation by check, wire transfer or other means, by submitting such request, in writing, to the Corporation. Alternatively, the Corporation may require that you satisfy any Tax Withholding Obligation in any such manner. If the Corporation approves your request, or so requires, within five (5) business days of a vesting date (or such fewer number of days as determined by the Committee or its designee) you must deliver to the Corporation the amount that the Corporation determines is sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to such account as the Corporation may direct, (y) delivery of a certified check payable to the Corporation, or (z) such other means as specified from time to time by the Committee or its designee.

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 incur a tax liability to the extent the purchase price is less than the fair market value of the shares on the Grant Date, however, no tax liability will arise to the extent the purchase price is at least equal to the fair market value of the shares on the Grant Date. If the Corporation or an Affiliate determines a Tax Withholding Obligation is incurred in connection with your choice to file an election under Section 83(b) of the Code, you may satisfy the foregoing requirement by making a payment to the Corporation in cash or, with the consent of the Corporation, by authorizing the Corporation or an Affiliate to withhold cash otherwise due to you. The form for making this election is attached as Exhibit A 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.

In addition to, and not in lieu of, any actions otherwise prohibited by any agreement between the Corporation and you, and to the extent permitted by law and applicable laws and professional regulations and subject to Exhibit C hereto, during the period you are providing Services to the Corporation and for a period of one year immediately after your Service ends for any reason (the “Restricted Period”), within the Geographic Territory, you agree that you shall not directly or indirectly, engage in Competitive Activity for a Competing Company, which restrictions are in addition to, and not in lieu of, any actions otherwise prohibited by an employment or other agreement between the Corporation and you or by applicable law.

For purposes of this Agreement, the phrase “Competing Company” means yourself and/or any business, company, entity, activity, or enterprise, which is then materially competitive with the business of the Corporation or any division or operation of the Corporation or any of its subsidiaries or affiliated companies (collectively, the “Company Group”). For the avoidance of doubt, you acknowledge that businesses competitive with the Company Group shall include those that engage in: (i) the business of providing for-profit post-secondary education, non-degree course offerings, online competency-based course offerings, and investment in related third party technologies and companies, and (ii) such other related businesses in which a member of the Company Group may be engaged as of the date that you ceased providing Services for the Corporation, or in the 12 months prior to such date. [REDACTED] A Competing Company includes, but is not limited to, the following institutions and companies: [_________].

For purposes of this Agreement, the phrase “Competitive Activity” means acting for yourself and/or as an owner, stockholder, partner, manager, member, lender, agent, consultant, or employee (wherein you would serve in the same or similar position(s) for a Competing Company for which you provided Service with the Corporation or any of its subsidiaries), or acting in any other capacity that would result in your performing duties in material competition with the Company Group or any of the potential businesses or programs that you knew or had reason to know were in development by the Company Group during the period of your Service, and/or acting in any other capacity that would likely result in your use or disclosure of the Corporation’s trade secrets and/or confidential information; provided, however, this clause shall not prohibit you from acting as an employee or contractor for any such person or entity if, in such capacity, you have no direct or indirect responsibilities for any aspect of such person’s or entity’s business that competes with (or is materially planning to compete with) the Corporation.  Competitive Activity does not include merely holding a passive investment of less than five percent (5%) ownership in any publicly-traded Competing Company.

Finally, you acknowledge that because the Corporation and its subsidiaries and affiliated companies operate on a national scale, throughout the United States, through physical campuses as well as extensive, on-line learning programs which are utilized by students in all 50 states of the United States as well as in certain foreign countries, that the term “Geographic Territory” as used above is defined as follows, and is reasonable and necessary to protect the Corporation’s interests:

 (a) In the county(ies), state(s) or province(s) of the office(s) in which you perform services for the Corporation; and

(b) In the state(s) or province(s) over which you have or (or had, during the last two years of your Service with the Corporation) supervisory responsibility concerning the business of the Company Group; and

(c) In any country in which you provide services (or provided services, during the last two years of your Service with the Corporation) for the Corporation related to the business of the Company Group in such country (or countries, as applicable), including but not limited to your exposure to the Corporation’s trade secrets and/or confidential information that could be used on behalf of a Competing Company in such country (or countries, as applicable).

In addition to, and not in lieu of, any actions otherwise prohibited by any agreement between the Corporation and you, and to the extent permitted by applicable laws and professional regulations and subject to Exhibit C hereto, during the Restricted Period, you shall not engage in the actions described below, which restrictions are in addition to, and not in lieu of, any actions otherwise prohibited by an agreement between the Corporation and you or by applicable law. Accordingly, it shall be a violation of this Agreement for you to take any of the following actions during the Restricted Period, including but not limited to within the Geographic Territory, without the written consent of the Board, directly or indirectly: solicit, recruit or attempt to recruit or direct anyone else to solicit, recruit or attempt to recruit any person who is then employed or contracted with the Corporation or who was employed or contracted with the Corporation during the then-prior three (3) month period (a) to terminate their employment or other relationship with the Corporation, (b) to seek or accept employment with you or any third party (including but not limited to forwarding or providing a resume or a candidate); provided that the foregoing shall exclude actions which are the result of persons responding to general advertisements not directed toward any person otherwise covered by the restrictions in this paragraph, and you do not otherwise violate the restrictions in this paragraph following the posting of, or response to, any such general advertisements, or (c) interfere or attempt to interfere, directly or indirectly, with any relationship between the Corporation and any employee or independent contractor of the Corporation in a manner that is intended to, or has the effect of, being detrimental to the Corporation’s business interests, including but not limited to encouraging any person who is then an employee or contractor of the Corporation to terminate or alter their employment or other relationship with the Corporation.

It shall further be a violation of this Agreement for you to take any of the following actions during the Restricted Period, including but not limited to within the Geographic Territory without the written consent of the Board: solicit, divert or take away, or direct anyone else to solicit, divert or take away any existing or prospective students/learners or business customers for the purpose of providing products or services the same as or substantially similar to the goods or services provided or offered by the Corporation. The Corporation’s students/learners, customers and prospective students/learners and customers to whom this provision applies include those: (i) whom you became aware of, or accessed, received, or reviewed information about during your Service with the Corporation; and/or (ii) with whom you had contact during your Service with the Corporation.

During the period of your Service to the Corporation and at all times thereafter you shall not engage in the actions described below, which restrictions are in addition to, and not in lieu of, any actions otherwise prohibited by an agreement between the Corporation and you. Accordingly, it shall be a violation of this agreement for you to take any of the following actions during the period of your Service to the Corporation and at all times thereafter: 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.1

Notwithstanding any other language in this Agreement to the contrary, you understand that you may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and you do not disclose the trade secret except pursuant to a court order.

You acknowledge and agree that any material breach by you of any of the provisions of this Non-Disclosure; Non-Solicitation Section and the Non-Competition Section above (collectively, 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. These rights and remedies shall be in addition to, and not in lieu of, all 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 any 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.

You acknowledge that your agreement to the Restrictive Covenants is a condition of your Service or continued Service in which you have accepted the benefits of this Agreement, and that the Restrictive Covenants are ancillary to such Service and supported by adequate consideration. In entering into this Agreement, you agree that the Restrictive Covenants are reasonable in all respects and necessary to protect the Corporation’s confidential information, goodwill, customer relationships, and other legitimate business interests. You further acknowledge and agree that the Restrictive Covenants do not impose an undue hardship on you and do not violate public policy.

You further understand and agree that if you violate any of the Restrictive Covenants during the applicable restricted period, then any such violation will toll and suspend the running of such restricted period from the date the violation commences until the date of its cessation. The period of time will also be tolled during any time period required for litigation during which the Corporation seeks to enforce its rights under this Agreement.

The Restrictive Covenants, and each provision and portion thereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.

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.”

Subject to Exhibit C hereto, 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.

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. For the avoidance of doubt, this Agreement and the Plan are in addition to and complement (and do not supersede or replace) any other obligation that you may have to the Corporation under any agreement or under any other law (including common law) with respect to confidentiality, non-disclosure, non-competition, or non-solicitation.