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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/27/14 Adtalem Global Education Inc. 10-K 6/30/14 118:17M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.21M
11: EX-10.II Material Contract HTML 103K
2: EX-10.O Material Contract HTML 54K
3: EX-10.P Material Contract HTML 52K
4: EX-10.Q Material Contract HTML 53K
5: EX-10.R Material Contract HTML 50K
6: EX-10.T Material Contract HTML 45K
7: EX-10.U Material Contract HTML 49K
8: EX-10.V Material Contract HTML 52K
9: EX-10.W Material Contract HTML 49K
10: EX-10.X Material Contract HTML 45K
12: EX-21 Subsidiaries List HTML 46K
13: EX-23 Consent of Experts or Counsel HTML 34K
14: EX-31 Certification -- §302 - SOA'02 HTML 44K
15: EX-32 Certification -- §906 - SOA'02 HTML 34K
82: R1 Document And Entity Information HTML 65K
67: R2 Consolidated Balance Sheets HTML 171K
78: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K
86: R4 Consolidated Statements of Income HTML 155K
108: R5 Consolidated Statements of Comprehensive Income HTML 55K
69: R6 Consolidated Statements of Cash Flows HTML 171K
77: R7 Consolidated Statements of Shareholders' Equity HTML 90K
and Comprehensive Income
61: R8 Consolidated Statements of Shareholders' Equity HTML 35K
and Comprehensive Income (Parenthetical)
51: R9 Nature of Operations HTML 43K
110: R10 Assets and Liabilities of Divested Component and HTML 84K
Discontinued Operations
88: R11 Summary of Significant Accounting Policies HTML 147K
87: R12 Stock-Based Compensation HTML 156K
94: R13 Fair Value Measurements HTML 69K
95: R14 Financing Receivables HTML 99K
92: R15 Dividends and Stock Repurchase Programs HTML 72K
96: R16 Business Combinations HTML 80K
79: R17 Intangible Assets HTML 223K
83: R18 Restructuring Charges HTML 51K
90: R19 Income Taxes HTML 162K
118: R20 Debt HTML 42K
104: R21 Employee Benefit Plans HTML 38K
73: R22 Shareholder Rights Plan HTML 44K
89: R23 Commitments and Contingencies HTML 61K
75: R24 Segment Information HTML 192K
42: R25 Quarterly Financial Data (Unaudited) HTML 165K
105: R26 Valuation and Qualifying Accounts and Reserves HTML 130K
114: R27 Summary of Significant Accounting Policies HTML 213K
(Policies)
56: R28 Assets and Liabilities of Divested Component and HTML 81K
Discontinued Operations (Tables)
55: R29 Summary of Significant Accounting Policies HTML 89K
(Tables)
59: R30 Stock-Based Compensation (Tables) HTML 154K
60: R31 Fair Value Measurements (Tables) HTML 57K
62: R32 Financing Receivables (Tables) HTML 97K
30: R33 Dividends and Stock Repurchase Program (Tables) HTML 73K
102: R34 Business Combinations (Tables) HTML 68K
71: R35 Intangible Assets (Tables) HTML 199K
74: R36 Restructuring Charges (Tables) HTML 45K
46: R37 Income Taxes (Tables) HTML 159K
117: R38 Commitments and Contingencies (Tables) HTML 42K
22: R39 Segment Information (Tables) HTML 188K
64: R40 Quarterly Financial Data (Unaudited) (Tables) HTML 163K
107: R41 NATURE OF OPERATIONS - Additional Information HTML 40K
(Detail)
44: R42 Assets and Liabilities of Divested Component and HTML 80K
Discontinued Operations (Balance Sheet Information
of Held for Sale Assets and Liabilities) (Detail)
54: R43 Assets and Liabilities of Divested Component and HTML 48K
Discontinued Operations (Operating Results of the
Discontinued Operations) (Detail)
58: R44 Assets and Liabilities of Divested Component and HTML 34K
Discontinued Operations - Additional Information
(Detail)
68: R45 Summary of Significant Accounting Policies HTML 48K
(Available-For-Sale Marketable Securities)
(Detail)
29: R46 Summary of Significant Accounting Policies HTML 45K
(Reconciliation of Non-Controlling Interest
Balance) (Detail)
50: R47 Summary of Significant Accounting Policies HTML 48K
(Reconciliation of Basic Shares to Diluted Shares)
(Detail)
24: R48 Summary of Significant Accounting Policies - HTML 101K
Additional Information (Detail)
106: R49 Stock-Based Compensation (Summary of Options HTML 76K
Activity) (Detail)
43: R50 Stock-Based Compensation (Summary of Stock HTML 78K
Appreciation Rights Activity) (Detail)
103: R51 Stock-Based Compensation (Fair Values of Stock HTML 48K
Option Awards Weighted Average Assumptions)
(Detail)
47: R52 Stock-Based Compensation (Summary of Restricted HTML 59K
Stock Activity) (Detail)
65: R53 Stock-Based Compensation (Total Stock-Based HTML 45K
Compensation Expense Included in Consolidated
Statement of Earnings) (Detail)
23: R54 Stock-Based Compensation - Additional Information HTML 65K
(Detail)
27: R55 Fair Value Measurements (Assets Measured at Fair HTML 46K
Value on Recurring Basis) (Detail)
57: R56 Fair Value Measurements (Roll-Forward of Assets HTML 43K
and Liabilities Measured at Fair Value using Level
Three Inputs) (Detail)
35: R57 Fair Value Measurements - Additional Information HTML 65K
(Detail)
111: R58 Financing Receivables (Institutional Loan Balances HTML 52K
and Related Allowances for Credit Losses) (Detail)
70: R59 Financing Receivables (Credit Risk Profiles of HTML 39K
Institutional Student Loan Balance) (Detail)
93: R60 Financing Receivables (Institutional Student Loans HTML 50K
Past Due) (Detail)
49: R61 Financing Receivables - Additional Information HTML 56K
(Detail)
52: R62 Dividends and Stock Repurchase Program (Cash HTML 56K
Dividends Declared) (Detail)
100: R63 Dividends and Stock Repurchase Program (Shares HTML 44K
Repurchased under Programs) (Detail)
97: R64 Dividends and Stock Repurchase Program - HTML 42K
Additional Information (Detail)
72: R65 Business Combinations (Estimated Fair Values of HTML 57K
Assets Acquired and Liabilities Assumed) (Detail)
99: R66 Business Combinations (Acquired Intangible Assets HTML 40K
Subject to Amortization and Values and Estimated
Useful Lives) (Detail)
48: R67 Business Combinations - Additional Information HTML 57K
(Detail)
76: R68 Intangible Assets (Schedule of Intangible Assets) HTML 66K
(Detail)
113: R69 Intangible Assets (Schedule of Intangible Assets) HTML 39K
(Parenthetical) (Detail)
26: R70 Intangible Assets (Estimated Amortization Expense HTML 58K
for Amortized Intangible Assets) (Detail)
41: R71 Intangible Assets (Summary of Goodwill Balances by HTML 45K
Reporting Unit) (Detail)
66: R72 Intangible Assets (Summary of Goodwill Balances by HTML 41K
Reporting Segment) (Detail)
33: R73 Intangible Assets (Changes in Carrying Amount of HTML 57K
Goodwill, by Segment) (Detail)
116: R74 Intangible Assets (Summary of Indefinite-Lived HTML 39K
Intangible Assets Balances by Reporting Unit)
(Detail)
45: R75 Intangible Assets - Additional Information HTML 92K
(Detail)
36: R76 Restructuring Charges (Separation and HTML 41K
Restructuring Plan Activity) (Detail)
40: R77 Restructuring Charges - Additional information HTML 56K
(Detail)
28: R78 Income Taxes (Components of Income Before Income HTML 39K
Taxes) (Detail)
32: R79 Income Taxes (Income Tax Provisions (Benefits)) HTML 68K
(Detail)
84: R80 Income Taxes (Income Tax Provisions Computed using HTML 77K
Statutory U.S. Federal Rate) (Detail)
38: R81 Income Taxes (Deferred Income Tax Asset HTML 69K
(Liabilities)) (Detail)
112: R82 Income Taxes (Changes in Unrecognized Tax HTML 45K
Benefits) (Detail)
63: R83 Income Taxes - Additional Information (Detail) HTML 70K
91: R84 DEBT - Additional Information (Detail) HTML 55K
98: R85 EMPLOYEE BENEFIT PLANS - Additional Information HTML 48K
(Detail)
37: R86 SHAREHOLDER RIGHTS PLAN - Additional Information HTML 42K
(Detail)
39: R87 Commitments and Contingencies (Future Minimum HTML 51K
Rental Commitments for Non-Cancellable Operating
Leases) (Detail)
109: R88 Commitments and Contingencies - Additional HTML 38K
Information (Detail)
34: R89 Segment Information (Tabulation of Business HTML 87K
Segment Information Based on Current Segmentation)
(Detail)
85: R90 Segment Information (Revenues and Long-Lived HTML 53K
Assets by Geographic Area) (Detail)
81: R91 Segment Information - Additional Information HTML 40K
(Detail)
101: R92 Quarterly Financial Data (Unaudited) (Summary of HTML 109K
Quarterly Data) (Detail)
80: R93 Schedule Ii (Valuation and Qualifying Accounts and HTML 67K
Reserves) (Detail)
115: XML IDEA XML File -- Filing Summary XML 177K
25: EXCEL IDEA Workbook of Financial Reports XLSX 290K
53: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.84M
16: EX-101.INS XBRL Instance -- dv-20140630 XML 3.97M
18: EX-101.CAL XBRL Calculations -- dv-20140630_cal XML 249K
19: EX-101.DEF XBRL Definitions -- dv-20140630_def XML 1.71M
20: EX-101.LAB XBRL Labels -- dv-20140630_lab XML 1.84M
21: EX-101.PRE XBRL Presentations -- dv-20140630_pre XML 1.78M
17: EX-101.SCH XBRL Schema -- dv-20140630 XSD 275K
31: ZIP XBRL Zipped Folder -- 0001144204-14-052733-xbrl Zip 316K
Exhibit 10(r)
FORM OF ISO GRANT (EMPLOYEE)
Congratulations! Your contributions over the past fiscal year are being recognized with a long-term incentive award. Recognizing and rewarding the contributions of our people remains a priority as we continue to pursue our vision of becoming the leading global provider of career-oriented educational services. Thank you for all of your hard work, support and dedication.
| Participant Name: __________________ |
| Participant Address: |
| ____________________ |
| ____________________ |
| ____________________ |
| Option Awards Granted: __________ |
| Grant Type : Incentive Stock Option |
| Expiration Date : ____________________ |
| Purchase Price : $ ______ |
| Plan : Second Amended and Restated Incentive Plan of 2013 |
| Days Left to Accept : _____ |
| Award Date : ____________ |
| Vesting Schedule : __________________________ |
THIS AGREEMENT, made and entered into as of the Award Date by and between DeVry Education Group Inc., a Delaware corporation (“DeVry Group”), and the Participant.
WHEREAS, DeVry Group maintains the DeVry Education Group Inc. Second Amended and Restated Incentive Plan of 2013 (the “Plan”); and
WHEREAS, the Participant is an employee of DeVry Group or one of its subsidiaries and has been selected by the Compensation Committee of DeVry Group’s Board of Directors (the “Committee”) to receive the grant of a stock option under the Plan.
NOW, THEREFORE, DeVry Group and the Participant hereby agree as follows:
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1. Grant; Option Price. This Agreement evidences the grant to the Participant, pursuant to the terms of the Plan, of a stock option to purchase the number of shares of common stock of DeVry Group (“Common Stock”) set forth above (the “Option”). The purchase price of each share of Common Stock subject to the Option shall be the Purchase Price set forth above. The grant is intended to be an incentive stock option as that term is described in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”). The Agreement and Option grant shall be subject to the following terms and conditions and the provisions of the Plan, which are hereby incorporated by reference. A copy of the Plan may be obtained by the Participant from the office of the Secretary of DeVry Group or from the stock administrator’s website.
2. Vesting and Expiration of Option. Subject to the following terms and conditions of this Agreement, the Option shall become vested and exercisable in accordance with the Vesting Schedule set forth above, and all rights with respect to the Option shall automatically terminate on the Expiration Date set forth above.
(a) If the Participant`s employment with DeVry Group and all affiliates terminates due to death or disability, the Option shall become fully vested and exercisable as of the date of such termination and shall continue to be exercisable until the Expiration Date. For this purpose, “disability” means the Participant’s being determined to be disabled under DeVry Group’s long-term disability plan, regardless of whether the Participant is an actual participant in such plan (if the Participant is a participant in such plan, the determination of disability shall be made by the party responsible for making such determination under the plan, and if the Participant is not a participant in such plan, the determination of disability shall be made by the Committee in its sole discretion).
(b) If the Participant`s employment with DeVry Group and all affiliates terminates due to mutual agreement, the Participant shall be credited with one additional year of service for purposes of determining the vested and exercisable portion of the Option and such portion of the Option shall continue to be exercisable until the earlier of the first anniversary of such termination of employment or the Expiration Date. For this purpose, “mutual agreement” means a written agreement between DeVry Group and the Participant that the Participant’s employment with DeVry Group and all affiliates will be voluntarily terminated; provided that such agreement must be executed by the Participant within 21 days after written notice is given by either party of the impending termination, and if no such agreement is executed by the Participant within such 21-day period, no mutual agreement shall be deemed to exist.
(c) If the Participant`s employment with DeVry Group and all affiliates terminates due to retirement, the Option shall continue to vest and become exercisable in accordance with the Vesting Schedule, and once vested and exercisable, shall remain exercisable until the Expiration Date. For this purpose, “retirement” means the Participant`s termination without cause on or after the date on which the Participant has attained age 55 and the sum of his or her age and service equals or exceeds 65. For this purpose (i) the term “cause” means the Participant’s termination of employment due to unsatisfactory performance or conduct detrimental to DeVry Group or its affiliates, as determined solely by DeVry Group and (ii) the term “service” means the Participant’s period of employment with DeVry Group and all affiliates (including any predecessor company or business acquired by DeVry Group or any affiliate, provided the Participant was immediately employed by DeVry Group or any affiliate). Age and service shall be determined in fully completed years.
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Any Participant whose employment terminates due to retirement as described in this Section 2(c) must execute and deliver to DeVry Group an agreement, in a form prescribed by DeVry Group, and in accordance with procedures established by DeVry Group, that he or she will not compete with, or solicit employees of, DeVry Group and its affiliates for the remainder of the vesting period, and that he or she releases all claims against DeVry Group and its affiliates. If the Participant fails to execute such agreement, or if the agreement is revoked by the Participant, the Option shall be forfeited to DeVry Group on the date of the Participant’s retirement.
(d) If the Participant`s employment with DeVry Group and all affiliates is terminated without cause (as defined in Section 2(c) above), or due to his or her resignation, the portion of the Option not then vested and exercisable shall be cancelled and forfeited and the portion of the Option then vested and exercisable shall continue to be exercisable for 90 days following the date of such termination of employment.
(e) If the Participant`s employment with DeVry Group and all affiliates is terminated for cause (as defined in Section 2(c) above), the portion of the Option not then vested and exercisable shall be cancelled and forfeited and no portion of the Option shall be exercisable after the date of such termination of employment.
(f) For purposes of this Agreement, the term “affiliate” means each entity with whom DeVry Group would be considered a single employer under Sections 414(b) and 414(c) of the Code, substituting “at least 50%” instead of “at least 80%” in making such determination.
(g) The foregoing provisions of this Section 2 shall be subject to the provisions of any written employment security agreement or severance agreement that has been or may be executed by the Participant and DeVry Group, and the provisions in such employment security agreement or severance agreement concerning vesting and exercise of an Option shall supersede any inconsistent or contrary provision of this Section 2.
(h) If the Fair Market Value of shares subject to the portion of an Option (determined with respect to each Option at the time of grant) that vests during a calendar year exceeds $100,000, the portion of such Option that exceeds this limitation shall be a nonqualified stock option. Thus, accelerated vesting of the Option may result in all or any part of the Option being treated as a nonqualified stock option.
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3. Exercise.
(a) While the Option is vested and exercisable pursuant to Section 2, the Option may be exercised in whole or in part by filing a written notice with the Secretary of DeVry Group at its corporate headquarters. The exercise notice must be filed by the Participant, or his or her beneficiary in the event of the Participant’s death, while the Option is still exercisable, must specify the number of shares of Common Stock which the Participant elects to purchase and must be accompanied by payment of the purchase price.
(b) Payment of the purchase price shall be by one or more of the following methods: (i) in cash, (ii) in cash received from a broker-dealer to whom the Participant has submitted an exercise notice and irrevocable instructions to deliver the purchase price to DeVry Group from the proceeds of the sale of shares subject to the Option, (iii) by delivery (including attestation) to DeVry Group of other shares of Common Stock owned by the Participant that is acceptable to DeVry Group, valued at its then Fair Market Value, or (iv) by directing DeVry Group to withhold such number of shares of Common Stock otherwise issuable upon exercise of the Option with a Fair Market Value equal to the amount of the payment to be withheld.
(c) No shares of Common Stock shall be issued upon exercise of the Option until full payment of the exercise price has been made.
4. Change in Control. In the event of a Change in Control of DeVry Group (as defined in the Plan), the Option shall become immediately vested and exercisable, and the Committee shall have the sole discretion to appropriate actions with respect to the vested Option, including: (i) to provide for the mandatory purchase of the Option for an amount of cash equal to the difference between the purchase price of the Option and the then Fair Market Value of the Common Stock covered by the Option, multiplied by the number of shares of Common Stock covered by the Option; or (ii) to cause such Option to be assumed by, and converted to equity awards for Common Stock of, the acquiring or surviving corporation.
5. Transferability. The Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, or pursuant to a qualified domestic relations order.
6. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee. The Committee shall have all of the powers with respect to this Agreement as with respect to the Plan. Any interpretation of, or decision with respect to, this Agreement made by the Committee shall be final and binding on all persons.
7. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan.
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8. Successors. This Agreement shall be binding upon and shall inure to the benefit of any assignee or successor in the interest of DeVry Group, and shall be binding upon and inure to the benefits of any estate, legal representative, beneficiary or heir of the Participant.
9. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries to exercise any vested Option and to whom distribution of the shares of Common Stock subject to the vested Option is to be made, in the event of his or her death. Each such designation will revoke all prior designations, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant with the Committee during his or her lifetime. In the absence of any such designation, or if all beneficiaries predecease the Participant, then the Participant’s beneficiary shall be his or her estate.
10. Participant and Stockholder Status. This Agreement does not constitute a contract of continued service and does not give the Participant the right to be retained as an employee of DeVry Group. This Agreement does not confer upon the Participant any right as a stockholder of DeVry Group prior to the issuance of Common Stock pursuant to the exercise of the Option.
11. Amendment. This Agreement may be amended by written agreement of the Participant and the Committee.
12. Governing Law. This Agreement, and the Option, shall be construed, administered and governed in all respects under and by the laws of the State of Delaware.
13. Acceptance of Agreement by Participant. The Participant’s receipt of the Option is conditioned upon the acceptance of this Agreement by the Participant no later than 60 days after the Award Date set forth above or, if later, 30 days after the Participant receives this Agreement. Upon execution of the Agreement, the Participant and DeVry Group signify their agreement with the terms and conditions of this Agreement.
[____________________________]
[TITLE]
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/27/14 | 4, S-8 | ||
| For Period end: | 6/30/14 | 5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/10/23 Adtalem Global Education Inc. 10-K 6/30/23 134:23M Toppan Merrill Bridge/FA 8/11/22 Adtalem Global Education Inc. 10-K 6/30/22 137:22M Toppan Merrill Bridge/FA 8/19/21 Adtalem Global Education Inc. 10-K 6/30/21 126:18M Toppan Merrill Bridge/FA 8/18/20 Adtalem Global Education Inc. 10-K 6/30/20 131:20M Toppan Merrill Bridge/FA 6/08/15 SEC UPLOAD¶ 10/06/17 1:36K Adtalem Global Education Inc. 5/13/15 SEC UPLOAD¶ 10/06/17 1:134K Adtalem Global Education Inc. 2/10/15 SEC UPLOAD¶ 10/06/17 1:178K Adtalem Global Education Inc. |