X0303 4 2009-11-04 0 0000721237 NOBEL LEARNING COMMUNITIES INC NLCI 0001025664 WARNOCK DAVID L 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 Common Stock 2009-11-04 4 A 0 3401 0 A 7678 D These shares will vest on the earlier of the (i) the 1 year anniversary of the date of grant and (ii) the day immediately prior to the date of the next annual meeting of the Company's stockholders, provided, however, that no vesting will occur and the shares will be forfeited if Mr. Warnock fails to attend at least 75% ofthe aggregate number of meetings of the Board of Directors of the Company during the 1 year period folliwing the date of grant. David Warnock 2009-11-04