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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 |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 5.75M 2: EX-4.A Instrument Defining the Rights of Security Holders HTML 48K 3: EX-4.E Instrument Defining the Rights of Security Holders HTML 52K 4: EX-10.RR Material Contract HTML 493K 5: EX-21 Subsidiaries List HTML 45K 6: EX-23 Consent of Expert or Counsel HTML 36K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 41K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 41K 9: EX-32 Certification -- §906 - SOA'02 HTML 39K 15: R1 Document And Entity Information HTML 113K 16: R2 Consolidated Balance Sheets HTML 163K 17: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K 18: R4 Consolidated Statements of Income HTML 178K 19: R5 Consolidated Statements of Comprehensive Income HTML 84K 20: R6 Consolidated Statements of Cash Flows HTML 200K 21: R7 Consolidated Statements of Shareholders' Equity HTML 112K 22: R8 Nature of Operations HTML 40K 23: R9 Summary of Significant Accounting Policies HTML 433K 24: R10 Acquisitions HTML 86K 25: R11 Discontinued Operations and Assets Held for Sale HTML 77K 26: R12 Revenue HTML 102K 27: R13 Restructuring Charges HTML 98K 28: R14 Other Income, Net HTML 53K 29: R15 Income Taxes HTML 225K 30: R16 Earnings per Share HTML 101K 31: R17 Accounts Receivable and Credit Losses HTML 254K 32: R18 Property and Equipment, Net HTML 57K 33: R19 Leases HTML 87K 34: R20 Goodwill and Intangible Assets HTML 161K 35: R21 Debt HTML 150K 36: R22 Redeemable Noncontrolling Interest HTML 40K 37: R23 Share Repurchases HTML 58K 38: R24 Accumulated Other Comprehensive Loss HTML 106K 39: R25 Stock-Based Compensation HTML 113K 40: R26 Employee Benefit Plans HTML 43K 41: R27 Fair Value Measurements HTML 47K 42: R28 Commitments and Contingencies HTML 51K 43: R29 Segment Information HTML 163K 44: R30 Summary of Significant Accounting Policies HTML 470K (Policies) 45: R31 Summary of Significant Accounting Policies HTML 407K (Tables) 46: R32 Acquisitions (Tables) HTML 83K 47: R33 Discontinued Operations and Assets Held for Sale HTML 77K (Tables) 48: R34 Revenue (Tables) HTML 90K 49: R35 Restructuring Charges (Tables) HTML 98K 50: R36 Other Income, Net (Tables) HTML 51K 51: R37 Income Taxes (Tables) HTML 226K 52: R38 Earnings per Share (Tables) HTML 99K 53: R39 Accounts Receivable and Credit Losses (Tables) HTML 251K 54: R40 Property and Equipment, Net (Tables) HTML 54K 55: R41 Leases (Tables) HTML 89K 56: R42 Goodwill and Intangible Assets (Tables) HTML 163K 57: R43 Debt (Tables) HTML 125K 58: R44 Share Repurchases (Tables) HTML 54K 59: R45 Accumulated Other Comprehensive Loss (Tables) HTML 105K 60: R46 Stock-Based Compensation (Tables) HTML 112K 61: R47 Segment Information (Tables) HTML 158K 62: R48 Summary of Significant Accounting Policies HTML 57K (Details) 63: R49 Summary of Significant Accounting Policies (Effect HTML 120K of Revision on Affected Line Items Within Consolidated Balance Sheets) (Details) 64: R50 Summary of Significant Accounting Policies (Effect HTML 167K of Revision on Affected Line Items Within Consolidated Statements of Income) (Details) 65: R51 Summary of Significant Accounting Policies (Effect HTML 78K of Revision on Affected Line Items Within Consolidated Statements of Comprehensive Income) (Details) 66: R52 Summary of Significant Accounting Policies (Effect HTML 101K of Revision on Affected Line Items Within Consolidated Statements of Cash Flows) (Details) 67: R53 Summary of Significant Accounting Policies (Effect HTML 81K of Revision on Affected Line Items Within Consolidated Statements of Shareholders' Equity) (Details) 68: R54 Acquisitions (Estimated Fair Values of Assets HTML 87K Acquired and Liabilities Assumed) (Details) 69: R55 Acquisitions (Acquired Intangible Assets Subject HTML 46K to Amortization and Values and Estimated Useful Lives) (Details) 70: R56 Acquisitions (Unaudited Proforma Financial HTML 40K Information) (Details) 71: R57 Acquisitions (Additional Information) (Details) HTML 80K 72: R58 Discontinued Operations and Assets Held for Sale HTML 73K (Summary of Income Statement Information of Operations) (Details) 73: R59 Discontinued Operations and Assets Held for Sale HTML 69K (Additional Information) (Details) 74: R60 Revenue (Disaggregate revenue) (Details) HTML 64K 75: R61 Revenue (Additional Information) (Details) HTML 53K 76: R62 Restructuring Charges (Restructuring and Related HTML 65K Costs) (Details) 77: R63 Restructuring Charges (Separation and HTML 43K Restructuring Plan Activity) (Details) 78: R64 Restructuring Charges (Additional Information) HTML 42K (Detail) 79: R65 Other Income, Net (Details) HTML 42K 80: R66 Other Income, Net - 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Exhibit (rr)
ADTALEM GLOBAL EDUCATION INC. EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is
effective as of September 6, 2021 (the “Effective Date”), by and between Adtalem Global Education Inc. (“Adtalem”), and Steven Tom (the “Executive”). Adtalem and the Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
Unless otherwise defined in the body of this Agreement, capitalized terms shall be defined as provided in Appendix I to this Agreement.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Salary may be increased by the CEO in coordination with the Compensation Committee (but subject to any applicable Adtalem policy, law, or exchange listing requirement); provided, however, the Base Salary under this Agreement, including as subsequently adjusted upwards, may not be decreased thereafter except in the case of an across-the-board percentage reduction in base salaries of executives at the Executive’s level affecting such executives equally. All amounts payable to the Executive under this Agreement will be subject to all required withholding by Adtalem.
(a) Management Incentive. In addition to the Base Salary, the Executive will be eligible to receive an annual payment under Adtalem’s annual Management Incentive Plan (MIP), as in effect from time to time, upon the achievement of specific Adtalem-wide and personal performance goals that will be determined each fiscal year by the CEO and/or the Compensation Committee as necessary and appropriate to comply with Adtalem policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively. Executive’s MIP Award is targeted at 60% of Base Salary with a potential maximum of 200% of this target. Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of Adtalem’s fiscal year in which the MIP Award was earned.
(b) Equity Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards that are 100% of Base Salary. Any such equity awards are discretionary in nature and areas determined by Adtalem, the Board and/or Compensation Committee as necessary and appropriate to comply with Adtalem policy, applicable law, or exchange listing requirements, under Adtalem’s equity award plan(s) covering executives at the Executive’s level, as in effect from time to time.
(c) Value Capture Incentive. In addition to the Base Salary and the MIP, the Executive will be eligible to participate in the Executive Officer Component of the Value Capture Incentive Program, as in effect from time to time, upon the achievement of total realized value capture goals that will be determined by the CEO and/or the Compensation Committee in their sole discretion.
the Release, then the Executive will be entitled to receive:
(C) | Other Benefits.thefollowing“Additional |
shall provide Executive with a lump sum payment in an amount equal to the number of months of coverage to which Executive is entitled times the then applicable premium for the
relevant health plan in which Executive participated. Such lump sum amount will be paid during the second month following the month in which such coverage expires.
the Release, then the Executive will be entitled to receive:
(12) months of the Executive’s employment with Adtalem; or
Nothing herein will prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.
Notices to the Executive:
Steven Tom
At such home address which is on record with Adtalem
Notices to Adtalem:
Adtalem Global Education Inc.
Attn: President and Chief Executive Officer 500 West Monroe
with copies to (which will not constitute notice to Adtalem):
Douglas Beck, SVP & General Counsel Adtalem Global Education
500 West Monroe
or such other address or to the attention of such other person as the recipient Party will have specified by prior written notice to the sending Party. Any notice under this Agreement will be deemed to have been given when so delivered, sent or mailed.
* * * * *
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
By:
Printed: Stephen W. Beard
Title: President and Chief Executive Officer
Printed: Date:
APPENDIX I
“Accrued Benefits” means (a) Base Salary earned through the Termination Date; (b) except in the event of a termination by Adtalem with Cause, the balance of any awarded (i.e., the amount and payment of the specific award has been fully approved by the Board) but as yet unpaid, annual cash incentive or other incentive awards for any fiscal year prior to the fiscal year during which the Executive’s Termination Date occurs; (c) a payment representing the Executive’s accrued but unused vacation; and (d) anything in this Agreement to the contrary notwithstanding, (i) the payment of any vested, but not forfeited, benefits as of the Termination Date under Adtalem’s employee benefit and incentive plans payable in accordance with the terms of such plans and (ii) the availability of such benefit continuation and conversion rights to which Executive is entitled in accordance with the terms of such plans.
“Affiliates” means any company, directly or indirectly, controlled by, controlling or under common control with Adtalem, including, but not limited to, Adtalem’s subsidiary entities, parent, partners, joint ventures, and predecessors, as well as its successors and assigns.
“Base Salary” means the amount specified in Section 3(a) of the Agreement, as adjusted from time to time.
“Board” means the Board of Directors of Adtalem Global Education Inc.
“Business” means (a) the provision of healthcare educational services to individuals at the secondary through post-secondary levels of education and/or training services to individuals seeking professional certifications or professional education for a healthcare related field by (i) a market funded institution offering degree and non-degree programs (ii) at classroom locations in multiple states and/or through an online curriculum delivery mechanism, and (b) any other business directly engaged in by Adtalem and its Affiliates during the Employment Period.
“Cause” means (i) the commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving misappropriation, dishonesty, fraud, illegal drug use or breach of fiduciary duty, (ii) willful failure to perform duties as reasonably directed by the CEO, (iii) the Executive’s gross negligence or willful misconduct with respect to the performance of the Executive’s duties hereunder, (iv) obtaining any personal profit not fully disclosed to and approved by the Board in connection with any transaction entered into by, or on behalf of, Adtalem, or (v) any other material breach of this Agreement or any other agreement between the Executive and Adtalem.
“CEO” means the President and Chief Executive Officer of Adtalem Global Education Inc.
“Change in Control” means such term as defined in the Adtalem Global Education Inc. Incentive Plan of 2013.
“Change in Control Period” means the period commencing on the date of a Change in Control and ending on the twelve (12) month anniversary of such date.
“Code” means the Internal Revenue Code of 1986, as amended.
“Code of Business Conduct and Ethics” means such code as maintained by Adtalem Global Education Inc., as amended from time to time.
“Compensation Committee” means that committee of the Board which shall have authority over the compensation (cash and non-cash) of certain aspects of Adtalem, including, but not limited to, all officers and executives of Adtalem, including Adtalem’ s CEO and all option grants for any employee, executive, officer, director or consultant of Adtalem.
“Copyright Act” means the United States Copyright Act of 1976, as amended. “Customer” means any Person:
“Good Reason” means, without the Executive’s consent, (i) material diminution in title, duties, responsibilities or authority; (ii) reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; (iii) exclusion from executive benefit/compensation plans; (iv) material breach of the Agreement that Adtalem has not cured within thirty (30) days after the Executive has provided Adtalem notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; (v) requirement to relocate to and be physically present at least three days a week at an employment location that is both (a) more than 35 miles from Executive’s primary employment location as of the Effective Date and (b) more than more than 50 miles from Executive’s primary residence as of the Effective Date; or (vi) resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive.
“MIP Award” means the amount actually awarded Executive under Adtalem’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific Adtalem-wide and personal performance goals of the Executive that will be determined each fiscal year by the CEO and/or the Compensation Committee as necessary and appropriate to comply with Adtalem policy.
“MIP Target” means the percentage of Executive’s Base Salary established as the target under Adtalem’s Management Incentive Plan as adjusted from time to time.
“Permanent Disability” means mental, physical or other illness, disease or injury, which has prevented the Executive from substantially performing Executive’s duties hereunder for the greater of: (a) the eligibility waiting period under the Adtalem long term disability program in which he/she participates, if any, (b) an aggregate of six (6) months in any twelve (12) month period, or (c) a period of three (3) consecutive months.
“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company or partnership, proprietorship, other business organization, trust, union, association or governmental or regulatory entities, department, agency or authority.
“Release” means the waiver and release agreement attached hereto as Exhibit A.
“Restricted Area” means (a) throughout the world, but if such area is determined by judicial action to be too broad, then it means (b) within North America, but if such area is determined by judicial action to be too broad, then it means (c) within the continental United States, but if such area is determined by judicial action to be too broad, then it means (d) within any state in which Adtalem and its Affiliates is engaged in Business.
“Termination Date” means the last day of Executive’s employment with Adtalem Global Education Inc.
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 8/10/23 | 8-K | ||
For Period end: | 6/30/23 | |||
9/6/21 | ||||
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