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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/29/13 Adtalem Global Education Inc. 10-K 6/30/13 214:24M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.19M
2: EX-3.A Articles of Incorporation/Organization or Bylaws HTML 109K
3: EX-10.E Material Contract HTML 71K
4: EX-10.F Material Contract HTML 69K
5: EX-10.G Material Contract HTML 72K
6: EX-10.H Material Contract HTML 69K
7: EX-10.J Material Contract HTML 63K
8: EX-10.K Material Contract HTML 68K
9: EX-10.L Material Contract HTML 70K
10: EX-10.N Material Contract HTML 142K
11: EX-10.R Material Contract HTML 59K
12: EX-21 Subsidiaries List HTML 66K
13: EX-23 Consent of Experts or Counsel HTML 54K
14: EX-31 Certification -- §302 - SOA'02 HTML 65K
15: EX-32 Certification -- §906 - SOA'02 HTML 55K
206: R1 Document And Entity Information HTML 85K
132: R2 Consolidated Balance Sheets HTML 199K
125: R3 Consolidated Balance Sheets (Parenthetical) HTML 66K
34: R4 Consolidated Statements of Income HTML 174K
129: R5 Consolidated Statements of Comprehensive Income HTML 73K
85: R6 Consolidated Statements of Cash Flows HTML 201K
172: R7 Consolidated Statements of Shareholders' Equity HTML 115K
and Comprehensive Income
88: R8 Consolidated Statements of Shareholders' Equity HTML 56K
and Comprehensive Income (Parenthetical)
97: R9 Nature of Operations HTML 65K
35: R10 Assets and Liabilities of Business Held for Sale HTML 116K
and Discontinued Operations
91: R11 Summary of Significant Accounting Policies HTML 153K
171: R12 Stock-Based Compensation HTML 144K
160: R13 Fair Value Measurements HTML 101K
126: R14 Financing Receivables HTML 115K
199: R15 Dividends and Stock Repurchase Program HTML 93K
167: R16 Business Combinations HTML 141K
31: R17 Intangible Assets HTML 279K
42: R18 Restructuring Charges HTML 70K
198: R19 Income Taxes HTML 184K
204: R20 Debt HTML 62K
209: R21 Employee Benefit Plans HTML 59K
202: R22 Shareholder Rights Plan HTML 57K
146: R23 Commitments and Contingencies HTML 78K
36: R24 Segment Information HTML 218K
82: R25 Subsequent Event HTML 56K
56: R26 Quarterly Financial Data (Unaudited) HTML 182K
55: R27 Valuation and Qualifying Accounts and Reserves HTML 148K
99: R28 Summary of Significant Accounting Policies HTML 209K
(Policies)
145: R29 Assets and Liabilities of Business Held for Sale HTML 112K
and Discontinued Operations (Tables)
164: R30 Summary of Significant Accounting Policies HTML 105K
(Tables)
66: R31 Stock-Based Compensation (Tables) HTML 142K
101: R32 Fair Value Measurements (Tables) HTML 90K
184: R33 Financing Receivables (Tables) HTML 115K
61: R34 Dividends and Stock Repurchase Program (Tables) HTML 93K
157: R35 Business Combinations (Tables) HTML 123K
158: R36 Intangible Assets (Tables) HTML 253K
107: R37 Restructuring Charges (Tables) HTML 65K
54: R38 Income Taxes (Tables) HTML 183K
153: R39 Commitments and Contingencies (Tables) HTML 62K
64: R40 Segment Information (Tables) HTML 214K
98: R41 Quarterly Financial Data (Unaudited) (Tables) HTML 180K
166: R42 Nature Of Operations - Additional Information HTML 62K
(Detail)
75: R43 Balance Sheet Information of Held for Sale Assets HTML 104K
and Liabilities (Detail)
147: R44 Operating Results of the Discontinued Operations HTML 68K
(Detail)
124: R45 Summary of Significant Accounting Policies - HTML 108K
Additional Information (Detail)
60: R46 Available-For-Sale Marketable Securities (Detail) HTML 68K
179: R47 Reconciliation of Non-Controlling Interest Balance HTML 65K
(Detail)
48: R48 Reconciliation of Basic Shares to Diluted Shares HTML 68K
(Detail)
65: R49 Summary of Options Activity (Detail) HTML 91K
123: R50 Summary of Stock Appreciation Rights Activity HTML 92K
(Detail)
136: R51 Fair Values of Stock Option Awards Weighted HTML 68K
Average Assumptions (Detail)
176: R52 Summary of Restricted Stock Activity (Detail) HTML 77K
32: R53 Total Stock-Based Compensation Expense Included in HTML 65K
Consolidated Statement of Earnings (Detail)
151: R54 Stock-Based Compensation - Additional Information HTML 90K
(Detail)
116: R55 Assets Measured at Fair Value on Recurring Basis HTML 69K
(Detail)
40: R56 Roll-Forward of Assets and Liabilities Measured at HTML 75K
Fair Value using Level Three Inputs (Detail)
53: R57 Fair Value Measurements - Additional Information HTML 82K
(Detail)
130: R58 Institutional Loan Balances and Related Allowances HTML 72K
for Credit Losses (Detail)
192: R59 Credit Risk Profiles of Institutional Student Loan HTML 59K
Balance (Detail)
213: R60 Institutional Student Loans Past Due (Detail) HTML 70K
211: R61 Financing Receivables - Additional Information HTML 69K
(Detail)
161: R62 Dividends and Stock Repurchase Program - HTML 62K
Additional Information (Detail)
74: R63 Cash Dividends Declared (Detail) HTML 74K
69: R64 Shares Repurchased under Programs (Detail) HTML 74K
152: R65 Business Combinations - Additional Information HTML 86K
(Detail)
190: R66 Estimated Fair Values of Assets Acquired and HTML 71K
Liabilities Assumed (Detail)
38: R67 Acquired Intangible Assets Subject to Amortization HTML 62K
and Values and Estimated Useful Lives (Detail)
201: R68 Intangible Assets - Additional Information HTML 111K
(Detail)
76: R69 Intangible Assets (Detail) HTML 75K
108: R70 Intangible Assets (Parenthetical) (Detail) HTML 58K
102: R71 Estimated Amortization Expense for Amortized HTML 77K
Intangible Assets (Detail)
72: R72 Amortizable Intangible Assets Amortized at Annual HTML 72K
Rate (Detail)
92: R73 Summary of Goodwill Balances by Reporting Unit HTML 64K
(Detail)
170: R74 Summary of Goodwill Balances by Reporting Segment HTML 60K
(Detail)
141: R75 Changes in Carrying Amount of Goodwill, by Segment HTML 75K
(Detail)
25: R76 Summary of Indefinite-Lived Intangible Assets HTML 63K
Balances by Reporting Unit (Detail)
148: R77 Restructuring Charges - Separation and HTML 62K
Restructuring Plan Activity (Detail)
28: R78 Restructuring Charges - Additional information HTML 83K
(Detail)
138: R79 Income Taxes - Additional Information (Detail) HTML 86K
49: R80 Components of Income Before Income Taxes (Detail) HTML 60K
187: R81 Income Tax Provisions (Benefits) (Detail) HTML 88K
180: R82 Income Tax Provisions Computed using Statutory HTML 97K
U.S. Federal Rate (Detail)
193: R83 Deferred Income Tax Asset (Liabilities) (Detail) HTML 86K
207: R84 Changes in Unrecognized Tax Benefits (Detail) HTML 65K
214: R85 Debt - Additional Information (Detail) HTML 80K
24: R86 Employee Benefit Plans - Additional Information HTML 73K
(Detail)
45: R87 Shareholder Rights Plan - Additional Information HTML 63K
(Detail)
189: R88 Commitment and Contingencies - Additional HTML 57K
Information (Detail)
163: R89 Future Minimum Rental Commitments for HTML 71K
Non-Cancellable Operating Leases (Detail)
174: R90 Segment Information - Additional Information HTML 61K
(Detail)
169: R91 Tabulation of Business Segment Information Based HTML 107K
on Current Segmentation (Detail)
30: R92 Subsequent event - Additional Information (Detail) HTML 55K
77: R93 Revenues and Long-Lived Assets by Geographic Area HTML 72K
(Detail)
79: R94 Quarterly Data (Detail) HTML 129K
112: R95 Valuation and Qualifying Accounts and Reserves HTML 87K
(Detail)
120: XML IDEA XML File -- Filing Summary XML 221K
210: XML.R1 Document And Entity Information XML 232K
95: XML.R2 Consolidated Balance Sheets XML 518K
144: XML.R3 Consolidated Balance Sheets (Parenthetical) XML 114K
119: XML.R4 Consolidated Statements of Income XML 528K
115: XML.R5 Consolidated Statements of Comprehensive Income XML 147K
26: XML.R6 Consolidated Statements of Cash Flows XML 672K
134: XML.R7 Consolidated Statements of Shareholders' Equity XML 1.28M
and Comprehensive Income
23: XML.R8 Consolidated Statements of Shareholders' Equity XML 85K
and Comprehensive Income (Parenthetical)
73: XML.R9 Nature of Operations XML 76K
104: XML.R10 Assets and Liabilities of Business Held for Sale XML 134K
and Discontinued Operations
89: XML.R11 Summary of Significant Accounting Policies XML 173K
80: XML.R12 Stock-Based Compensation XML 168K
181: XML.R13 Fair Value Measurements XML 117K
93: XML.R14 Financing Receivables XML 134K
203: XML.R15 Dividends and Stock Repurchase Program XML 106K
139: XML.R16 Business Combinations XML 161K
135: XML.R17 Intangible Assets XML 325K
142: XML.R18 Restructuring Charges XML 82K
63: XML.R19 Income Taxes XML 216K
128: XML.R20 Debt XML 72K
162: XML.R21 Employee Benefit Plans XML 70K
168: XML.R22 Shareholder Rights Plan XML 68K
183: XML.R23 Commitments and Contingencies XML 86K
103: XML.R24 Segment Information XML 254K
47: XML.R25 Subsequent Event XML 66K
196: XML.R26 Quarterly Financial Data (Unaudited) XML 214K
140: XML.R27 Valuation and Qualifying Accounts and Reserves XML 174K
197: XML.R28 Summary of Significant Accounting Policies XML 304K
(Policies)
37: XML.R29 Assets and Liabilities of Business Held for Sale XML 136K
and Discontinued Operations (Tables)
159: XML.R30 Summary of Significant Accounting Policies XML 130K
(Tables)
156: XML.R31 Stock-Based Compensation (Tables) XML 183K
46: XML.R32 Fair Value Measurements (Tables) XML 110K
200: XML.R33 Financing Receivables (Tables) XML 142K
43: XML.R34 Dividends and Stock Repurchase Program (Tables) XML 110K
205: XML.R35 Business Combinations (Tables) XML 228K
188: XML.R36 Intangible Assets (Tables) XML 323K
177: XML.R37 Restructuring Charges (Tables) XML 76K
182: XML.R38 Income Taxes (Tables) XML 232K
118: XML.R39 Commitments and Contingencies (Tables) XML 74K
86: XML.R40 Segment Information (Tables) XML 254K
208: XML.R41 Quarterly Financial Data (Unaudited) (Tables) XML 213K
154: XML.R42 Nature Of Operations - Additional Information XML 136K
(Detail)
195: XML.R43 Balance Sheet Information of Held for Sale Assets XML 282K
and Liabilities (Detail)
44: XML.R44 Operating Results of the Discontinued Operations XML 126K
(Detail)
137: XML.R45 Summary of Significant Accounting Policies - XML 675K
Additional Information (Detail)
81: XML.R46 Available-For-Sale Marketable Securities (Detail) XML 193K
133: XML.R47 Reconciliation of Non-Controlling Interest Balance XML 135K
(Detail)
122: XML.R48 Reconciliation of Basic Shares to Diluted Shares XML 133K
(Detail)
67: XML.R49 Summary of Options Activity (Detail) XML 207K
149: XML.R50 Summary of Stock Appreciation Rights Activity XML 207K
(Detail)
70: XML.R51 Fair Values of Stock Option Awards Weighted XML 133K
Average Assumptions (Detail)
87: XML.R52 Summary of Restricted Stock Activity (Detail) XML 160K
29: XML.R53 Total Stock-Based Compensation Expense Included in XML 192K
Consolidated Statement of Earnings (Detail)
175: XML.R54 Stock-Based Compensation - Additional Information XML 502K
(Detail)
191: XML.R55 Assets Measured at Fair Value on Recurring Basis XML 221K
(Detail)
59: XML.R56 Roll-Forward of Assets and Liabilities Measured at XML 205K
Fair Value using Level Three Inputs (Detail)
62: XML.R57 Fair Value Measurements - Additional Information XML 279K
(Detail)
33: XML.R58 Institutional Loan Balances and Related Allowances XML 143K
for Credit Losses (Detail)
194: XML.R59 Credit Risk Profiles of Institutional Student Loan XML 155K
Balance (Detail)
113: XML.R60 Institutional Student Loans Past Due (Detail) XML 133K
96: XML.R61 Financing Receivables - Additional Information XML 227K
(Detail)
90: XML.R62 Dividends and Stock Repurchase Program - XML 154K
Additional Information (Detail)
185: XML.R63 Cash Dividends Declared (Detail) XML 413K
150: XML.R64 Shares Repurchased under Programs (Detail) XML 589K
52: XML.R65 Business Combinations - Additional Information XML 686K
(Detail)
71: XML.R66 Estimated Fair Values of Assets Acquired and XML 197K
Liabilities Assumed (Detail)
84: XML.R67 Acquired Intangible Assets Subject to Amortization XML 239K
and Values and Estimated Useful Lives (Detail)
39: XML.R68 Intangible Assets - Additional Information XML 1.06M
(Detail)
78: XML.R69 Intangible Assets (Detail) XML 605K
127: XML.R70 Intangible Assets (Parenthetical) (Detail) XML 171K
22: XML.R71 Estimated Amortization Expense for Amortized XML 353K
Intangible Assets (Detail)
165: XML.R72 Amortizable Intangible Assets Amortized at Annual XML 703K
Rate (Detail)
131: XML.R73 Summary of Goodwill Balances by Reporting Unit XML 374K
(Detail)
41: XML.R74 Summary of Goodwill Balances by Reporting Segment XML 219K
(Detail)
173: XML.R75 Changes in Carrying Amount of Goodwill, by Segment XML 371K
(Detail)
68: XML.R76 Summary of Indefinite-Lived Intangible Assets XML 321K
Balances by Reporting Unit (Detail)
105: XML.R77 Restructuring Charges - Separation and XML 109K
Restructuring Plan Activity (Detail)
186: XML.R78 Restructuring Charges - Additional information XML 734K
(Detail)
114: XML.R79 Income Taxes - Additional Information (Detail) XML 399K
212: XML.R80 Components of Income Before Income Taxes (Detail) XML 179K
57: XML.R81 Income Tax Provisions (Benefits) (Detail) XML 192K
27: XML.R82 Income Tax Provisions Computed using Statutory XML 239K
U.S. Federal Rate (Detail)
143: XML.R83 Deferred Income Tax Asset (Liabilities) (Detail) XML 209K
100: XML.R84 Changes in Unrecognized Tax Benefits (Detail) XML 134K
155: XML.R85 Debt - Additional Information (Detail) XML 302K
109: XML.R86 Employee Benefit Plans - Additional Information XML 271K
(Detail)
178: XML.R87 Shareholder Rights Plan - Additional Information XML 96K
(Detail)
106: XML.R88 Commitment and Contingencies - Additional XML 91K
Information (Detail)
83: XML.R89 Future Minimum Rental Commitments for XML 107K
Non-Cancellable Operating Leases (Detail)
111: XML.R90 Segment Information - Additional Information XML 136K
(Detail)
110: XML.R91 Tabulation of Business Segment Information Based XML 696K
on Current Segmentation (Detail)
50: XML.R92 Subsequent event - Additional Information (Detail) XML 85K
121: XML.R93 Revenues and Long-Lived Assets by Geographic Area XML 346K
(Detail)
58: XML.R94 Quarterly Data (Detail) XML 1.07M
94: XML.R95 Valuation and Qualifying Accounts and Reserves XML 599K
(Detail)
117: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.98M
16: EX-101.INS XBRL Instance -- dv-20130630 XML 4.22M
18: EX-101.CAL XBRL Calculations -- dv-20130630_cal XML 277K
19: EX-101.DEF XBRL Definitions -- dv-20130630_def XML 1.71M
20: EX-101.LAB XBRL Labels -- dv-20130630_lab XML 1.94M
21: EX-101.PRE XBRL Presentations -- dv-20130630_pre XML 1.79M
17: EX-101.SCH XBRL Schema -- dv-20130630 XSD 332K
51: ZIP XBRL Zipped Folder -- 0001144204-13-048520-xbrl Zip 326K
Exhibit 10(f)
FORM OF NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT
(EMPLOYEE)
THIS AGREEMENT, made and entered into as of the Award Date by and between DeVry Inc., a Delaware corporation (the “Company”), and the Participant.
WHEREAS, DeVry maintains the DeVry Inc. Incentive Plan of 2005 (the “Plan”); and
WHEREAS, the Participant is an employee of DeVry or one of its subsidiaries and has been selected by the Compensation Committee of DeVry’s Board of Directors (the “Committee”) to receive the grant of a stock option under the Plan.
NOW, THEREFORE, DeVry and the Participant hereby agree as follows:
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 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 not intended to be, and will not be treated as, 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 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 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’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 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 and the Participant that the Participant’s employment with DeVry 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.
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(c) If the Participant`s employment with DeVry and all affiliates terminates due to retirement, the Option shall continue to vest and become exercisable in accordance with the vesting schedule set forth in the Notice, 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 or its affiliates, as determined solely by DeVry and (ii) the term “service” means the Participant’s period of employment with DeVry and all affiliates (including any predecessor company or business acquired by DeVry or any affiliate, provided the Participant was immediately employed by DeVry or any affiliate). Age and service shall be determined in fully completed years.
Any Participant whose employment terminates due to retirement as described in this Section 2(c) must execute and deliver to DeVry an agreement, in a form prescribed by DeVry, and in accordance with procedures established by DeVry, that he or she will not compete with, or solicit employees of, DeVry and its affiliates for the remainder of the vesting period, and that he or she releases all claims against DeVry 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 on the date of the Participant’s retirement.
(d) If the Participant`s employment with DeVry 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 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.
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(f) For purposes of this Agreement, the term “affiliate” means each entity with whom DeVry 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, 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.
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 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, and of the minimum federal, state and local withholding taxes, for such shares of Common Stock.
(b) Payment of the purchase price (and any applicable withholding taxes) 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 from the proceeds of the sale of shares subject to the Option, (iii) by delivery (including attestation) to DeVry of other shares of Common Stock owned by the Participant that is acceptable to DeVry, valued at its then Fair Market Value, or (iv) by directing DeVry 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 and tax withholding obligation has been made.
4. Change in Control. In the event of a Change in Control of DeVry (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.
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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. Notwithstanding the preceding provisions of this Section, the Participant, at any time prior to his or her death, may transfer all or any portion of the Option to (a) his or her spouse or lineal descendant, (b) the trustee of a trust established for the primary benefit of his or her spouse or lineal descendant, (c) a partnership of which his or her spouse and lineal descendants are the only partners, or (d) a tax-exempt organization as described in Code Section 501(c)(3). In such event, the transferee shall be entitled to all the rights of the Participant with respect to the transferred portion of the Option, and such portion of the Option shall continue to be subject to all of the terms, conditions and restrictions applicable to the Option as set forth in the Plan and this Agreement. Any such transfer will be permitted only if (i) the Participant does not receive any consideration therefor, and (ii) the assignment is expressly approved by the Committee. Any such assignment shall be evidenced by an appropriate written document executed by the Participant and a copy thereof shall be delivered to the Committee on or prior to the effective date of the assignment.
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.
8. Successors. This Agreement shall be binding upon and shall inure to the benefit of any assignee or successor in the interest of DeVry, 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. This Agreement does not confer upon the Participant any right as a stockholder of DeVry prior to the issuance of Common Stock pursuant to the exercise of the Option.
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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 signify their agreement with the terms and conditions of this Agreement.
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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 |