-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NQmtEBDgaGb4Myw8WnTxqde2h4Jy3imLu/NMp93DXkWjxXOKyboNnJEM5OnbTPmj QOYDctUPsksIHGwDWCXn3w== 0001181431-10-060609.txt : 20101209 0001181431-10-060609.hdr.sgml : 20101209 20101209192459 ACCESSION NUMBER: 0001181431-10-060609 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101207 FILED AS OF DATE: 20101209 DATE AS OF CHANGE: 20101209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LEARNING TREE INTERNATIONAL INC CENTRAL INDEX KEY: 0001002037 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 953133814 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 400 NORTH CONTINENTAL BOULEVARD STREET 2: SUITE 200 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3104179700 MAIL ADDRESS: STREET 1: 400 NORTH CONTINENTAL BOULEVARD STREET 2: SUITE 200 CITY: EL SEGUNDO STATE: CA ZIP: 90245 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HESSLER CURTIS A CENTRAL INDEX KEY: 0001244852 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27248 FILM NUMBER: 101243462 MAIL ADDRESS: STREET 1: 1805 LIBRARY STREET STREET 2: SUITE 300 CITY: RESTON STATE: VA ZIP: 20190 4 1 rrd293846.xml X0303 4 2010-12-07 0 0001002037 LEARNING TREE INTERNATIONAL INC LTRE 0001244852 HESSLER CURTIS A 1805 LIBRARY STREET SUITE 300 RESTON VA 20190 1 0 0 0 Restricted Stock Units 2010-12-07 4 A 0 5530 0 A Common Stock 5530 5530 D Grant of restricted stock units ("RS Units") pursuant to Issuer's 2007 Equity Incentive Plan. Each RS Unit represents a right to receive one share of Issuer's common stock provided Reporting Person has continually served as a director of Issuer as of the date of vesting. RS Units vest one-third on each of the first three anniversaries of the grant date. The Reporting Person will have no right to receive any shares of common stock under this grant (i) if Issuer does not report an operating profit for its 2011 fiscal year or (ii) with respect to any issuance scheduled to occur after he ceases to be a director of Issuer. Reporting Person has no rights as a stockholder of Issuer with respect to RS Units unless and until a certificate for shares has been issued. Not applicable. Reporting Person also owns 4,753 Restricted Stock Units pursuant to grant on November 2, 2009 under Issuer's 2007 Equity Incentive Plan. /s/ Theodore E. Guth by P/A for Curtis R. Hessler 2010-12-09 EX-24.1 2 rrd263396_297225.htm POWER OF ATTORNEY rrd263396_297225.html 
       POWER OF ATTORNEY
       Know all by these presents that the undersigned hereby constitutes and appoints Theodore E. Guth as the undersigned's true and lawful attorney-in-fact to:
       (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a director, officer and/or 10% owner of Learning Tree International, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
       (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and to file any such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
       (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that this appointment is for convenience only, and such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
       This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of, and transactions in securities issued by, the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of May, 2006.
/s/ Curtis A. Hessler
Signature
Curtis A. Hessler
Print Name
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