SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/22 Adtalem Global Education Inc. 10-K 6/30/22 137:22M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 5.19M 2: EX-4.A Instrument Defining the Rights of Security Holders HTML 48K 3: EX-10.D Material Contract HTML 372K 4: EX-10.E Material Contract HTML 52K 5: EX-10.F Material Contract HTML 94K 6: EX-10.G Material Contract HTML 38K 7: EX-10.PP Material Contract HTML 482K 8: EX-10.QQ Material Contract HTML 481K 9: EX-21 Subsidiaries List HTML 45K 10: EX-23 Consent of Expert or Counsel HTML 36K 11: EX-31.1 Certification -- §302 - SOA'02 HTML 41K 12: EX-31.2 Certification -- §302 - SOA'02 HTML 40K 13: EX-32 Certification -- §906 - SOA'02 HTML 39K 19: R1 Document And Entity Information HTML 108K 20: R2 Consolidated Balance Sheets HTML 187K 21: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K 22: R4 Consolidated Statements of Income (Loss) HTML 196K 23: R5 Consolidated Statements of Income (Loss) HTML 39K (Parenthetical) 24: R6 Consolidated Statements of Comprehensive Income HTML 84K 25: R7 Consolidated Statements of Cash Flows HTML 207K 26: R8 Consolidated Statements of Shareholders' Equity HTML 109K 27: R9 Nature of Operations HTML 42K 28: R10 Summary of Significant Accounting Policies HTML 64K 29: R11 Acquisitions HTML 86K 30: R12 Discontinued Operations and Assets Held for Sale HTML 129K 31: R13 Revenue HTML 102K 32: R14 Restructuring Charges HTML 95K 33: R15 Income Taxes HTML 211K 34: R16 Earnings per Share HTML 105K 35: R17 Accounts Receivable and Credit Losses HTML 251K 36: R18 Property and Equipment, Net HTML 57K 37: R19 Leases HTML 91K 38: R20 Goodwill and Intangible Assets HTML 145K 39: R21 Debt HTML 181K 40: R22 Redeemable Noncontrolling Interest HTML 53K 41: R23 Share Repurchases HTML 57K 42: R24 Accumulated Other Comprehensive Loss HTML 106K 43: R25 Stock-Based Compensation HTML 118K 44: R26 Employee Benefit Plans HTML 43K 45: R27 Fair Value Measurements HTML 48K 46: R28 Commitments and Contingencies HTML 52K 47: R29 Segment Information HTML 175K 48: R30 Quarterly Financial Data (Unaudited) HTML 169K 49: R31 Valuation and Qualifying Accounts HTML 88K 50: R32 Summary of Significant Accounting Policies HTML 98K (Policies) 51: R33 Acquisitions (Tables) HTML 85K 52: R34 Discontinued Operations and Assets Held for Sale HTML 127K (Tables) 53: R35 Revenue (Tables) HTML 90K 54: R36 Restructuring Charges (Tables) HTML 95K 55: R37 Income Taxes (Tables) HTML 213K 56: R38 Earnings per Share (Tables) HTML 103K 57: R39 Accounts Receivable and Credit Losses (Tables) HTML 248K 58: R40 Property and Equipment, Net (Tables) HTML 54K 59: R41 Leases (Tables) HTML 91K 60: R42 Goodwill and Intangible Assets (Tables) HTML 151K 61: R43 Debt (Tables) HTML 155K 62: R44 Redeemable Noncontrolling Interest (Tables) HTML 51K 63: R45 Share Repurchases (Tables) HTML 54K 64: R46 Accumulated Other Comprehensive Loss (Tables) HTML 105K 65: R47 Stock-Based Compensation (Tables) HTML 118K 66: R48 Segment Information (Tables) HTML 169K 67: R49 Quarterly Financial Data (Unaudited) (Tables) HTML 168K 68: R50 Schedule II (Valuation and Qualifying Accounts and HTML 88K Reserves) (Tables) 69: R51 Nature of Operations (Details) HTML 43K 70: R52 Summary of Significant Accounting Policies HTML 56K (Additional Information) (Details) 71: R53 Acquisitions (Estimated Fair Values of Assets HTML 88K Acquired and Liabilities Assumed) (Details) 72: R54 Acquisitions (Acquired Intangible Assets Subject HTML 48K to Amortization and Values and Estimated Useful Lives) (Details) 73: R55 Acquisitions (Unaudited Proforma Financial HTML 40K Information) (Details) 74: R56 Acquisitions (Additional Information) (Details) HTML 79K 75: R57 Discontinued Operations and Assets Held for Sale HTML 110K (Summary of Balance Sheet Information of Assets and Liabilities) (Detail) 76: R58 Discontinued Operations and Assets Held for Sale HTML 89K (Summary of Income Statement Information of Operations) (Details) 77: R59 Discontinued Operations and Assets Held for Sale HTML 96K (Additional Information) (Details) 78: R60 Revenue (Disaggregate revenue) (Details) HTML 82K 79: R61 Revenue (Additional Information) (Details) HTML 44K 80: R62 Restructuring Charges (Restructuring and Related HTML 61K Costs) (Details) 81: R63 Restructuring Charges (Separation and HTML 42K Restructuring Plan Activity) (Details) 82: R64 Restructuring Charges (Additional Information) HTML 40K (Detail) 83: R65 Income Taxes (Components of Income Before Income HTML 45K Taxes) (Details) 84: R66 Income Taxes (Income Tax Provisions (Benefits) HTML 64K (Details) 85: R67 Income Taxes (Income Tax Provisions Computed using HTML 84K Statutory U.S. Federal Rate) (Details) 86: R68 Income Taxes (Deferred Income Tax Asset HTML 70K (Liabilities) (Details) 87: R69 Income Taxes (Tax Net Operating Loss (Tax HTML 53K Effected) and Credit Carryforwards) (Details) 88: R70 Income Taxes (Changes in Unrecognized Tax HTML 49K Benefits) (Details) 89: R71 Income Taxes (Details) HTML 64K 90: R72 Earnings per Share (Details) HTML 115K 91: R73 Accounts Receivable and Credit Losses HTML 82K (Classification of Accounts Receivable) (Details) 92: R74 Accounts Receivable and Credit Losses (Credit HTML 95K Quality Analysis of Financing Receivable) (Details) 93: R75 Accounts Receivable and Credit Losses (Rollforward HTML 70K of Allowances for Credit Losses) (Details) 94: R76 Accounts Receivable and Credit Losses (Additional HTML 76K Information) (Details) 95: R77 Property and Equipment, Net (Schedule of Property HTML 52K and equipment, net) (Details) 96: R78 Property and Equipment, Net (Additional HTML 68K Information) (Details) 97: R79 Leases (Components of Lease Cost) (Details) HTML 42K 98: R80 Leases (Maturities of Lease Liabilities) (Details) HTML 54K 99: R81 Leases (Lease Term, Discount Rate and Cash Flow HTML 45K Information ) (Details) 100: R82 Leases (Future Minimum Rental Commitments for HTML 46K Noncancelable Operating Leases ) (Details) 101: R83 Leases (Additional Information) (Details) HTML 66K 102: R84 Goodwill and Intangible Assets (Summary of HTML 47K Goodwill Balances by Reporting Unit) (Details) 103: R85 Goodwill and Intangible Assets (Summary of HTML 45K Goodwill Balances by Reporting Segment) (Details) 104: R86 Goodwill and Intangible Assets (Changes in HTML 49K Carrying Amount of Goodwill, by Segment) (Details) 105: R87 Goodwill and Intangible Assets (Schedule of HTML 66K Intangible Assets) (Details) 106: R88 Goodwill and Intangible Assets (Summary of HTML 44K Indefinite-Lived Intangible Assets Balances by Reporting Segment) (Details) 107: R89 Goodwill and Intangible Assets (Estimated HTML 50K Amortization Expense for Amortized Intangible Assets) (Details) 108: R90 Goodwill and Intangible Assets (Additional HTML 42K Information) (Details) 109: R91 Debt (Long-term debt) (Details) HTML 58K 110: R92 Debt (Scheduled maturities of long-term debt) HTML 56K (Details) 111: R93 Debt (Debt Issuance Costs) (Details) HTML 63K 112: R94 Debt (Interest Expense) (Details) HTML 77K 113: R95 Debt (Additional Information) (Details) HTML 330K 114: R96 Redeemable Noncontrolling Interest (Reconciliation HTML 51K of Non-Controlling Interest Balance) (Details) 115: R97 Redeemable Noncontrolling Interest (Additional HTML 55K Information) (Details) 116: R98 Share Repurchases (Shares Repurchased Under HTML 47K Programs) (Details) 117: R99 Share Repurchases (Open Market Share Repurchase HTML 55K Programs) (Details) 118: R100 Share Repurchases (ASR Agreement) (Details) HTML 49K 119: R101 Accumulated Other Comprehensive Loss (Details) HTML 79K 120: R102 Stock-Based Compensation (Summary of Options HTML 77K Activity) (Details) 121: R103 Stock-Based Compensation (Fair Values of Stock HTML 45K Option Awards Weighted Average Assumptions) (Details) 122: R104 Stock-Based Compensation (Summary of Restricted HTML 59K Stock Units Activity) (Details) 123: R105 Stock-Based Compensation (Total Stock-Based HTML 42K Compensation Expense Included in Consolidated Statement of Income) (Details) 124: R106 Stock-Based Compensation (Additional Information) HTML 79K (Details) 125: R107 Employee Benefit Plans - Additional Information HTML 68K (Details) 126: R108 Fair Value Measurements (Details) HTML 133K 127: R109 Commitments and Contingencies (Details) HTML 90K 128: R110 Segment Information (Tabulation of Business HTML 130K Segment Information Based on Current Segmentation) (Details) 129: R111 Segment Information (Revenues and Long-Lived HTML 55K Assets by Geographic Area) (Details) 130: R112 Segment Information (Additional Information) HTML 41K (Details) 131: R113 Quarterly Financial Data (Unaudited) (Summary of HTML 112K Quarterly Data) (Details) 132: R114 Schedule II (Valuation and Qualifying Accounts) HTML 50K (Details) 135: XML IDEA XML File -- Filing Summary XML 260K 133: XML XBRL Instance -- atge-20220630x10k_htm XML 5.45M 134: EXCEL IDEA Workbook of Financial Reports XLSX 300K 15: EX-101.CAL XBRL Calculations -- atge-20220630_cal XML 410K 16: EX-101.DEF XBRL Definitions -- atge-20220630_def XML 1.14M 17: EX-101.LAB XBRL Labels -- atge-20220630_lab XML 2.45M 18: EX-101.PRE XBRL Presentations -- atge-20220630_pre XML 1.88M 14: EX-101.SCH XBRL Schema -- atge-20220630 XSD 312K 136: JSON XBRL Instance as JSON Data -- MetaLinks 698± 1.11M 137: ZIP XBRL Zipped Folder -- 0001558370-22-013289-xbrl Zip 1.04M
Exhibit 10(pp)
ADTALEM GLOBAL EDUCATION INC. EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is
made and entered into as of August 23, 2021 (the “Effective Date”), by and between Adtalem Global Education Inc. (“Adtalem”), and John Danaher (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:
AGREEMENT
2. | Position and Duties. |
3. | Compensation. |
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.
responsibilities under this Agreement which are consistent with Adtalem’s policies and procedures in effect from time to time.
7. | Relocation Expenses. [RESERVED]. |
8. | Termination. |
the Release,
then the Executive will be entitled to receive:
Benefits”:
Executive has been employed for not less than six (6) months during the fiscal year during which Executive’s Termination Date occurs, payment of a pro-rated MIP Award pursuant to Section 4 (based on the number of days in the fiscal year which have passed divided by 365) based upon accomplishment of the relevant performance targets for the relevant fiscal year which includes the Executive’s Termination Date, which MIP Award shall be payable in a lump sum payment at the time all other MIP Awards for such fiscal year are paid to the other Adtalem senior executives;
9. | Change in Control. |
the Release,
then the Executive will be entitled to receive:
10. | Confidential Information. |
court or agency of competent jurisdiction. However, the Executive shall promptly inform Adtalem of any such situations and shall take such reasonable steps to prevent disclosure of Adtalem’s Confidential Information until Adtalem or its relevant Affiliates have been informed of such requested disclosure and Adtalem has had an opportunity to respond to the court or agency.
Information. The Executive will notify Adtalem and the appropriate Affiliates promptly and in writing of any circumstances of which the Executive has knowledge relating to any possession or use of any Confidential Information by any Person other than those authorized by the terms of this Agreement.
13. | Non-Compete, Non-Solicitation. |
Section 9(a) above or (ii) eighteen (18) months in the event of a termination under Section 9(a) above (the "Restricted Period"), the Executive will not, directly or indirectly, anywhere in the Restricted Area:
(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.
provision applies to those Customers, suppliers, licensees or other business relationships of Adtalem with whom the Executive: (1) has had contact or has solicited at any time in the twelve (12) month period of time preceding the termination of the Executive's employment;
(2) has supervised the services of any of Adtalem's or Affiliates’ employees who have had any contact with or have solicited at any time during the twelve (12) month period of time preceding the termination of Executive's employment; or (3) has had access to any Confidential Information about such Customers, suppliers, licensees or other business relationships at any time during the twelve (12) month period of time preceding the termination of Executive’s employment.
14. | Executive’s Representations. [RESERVED]. |
Notices to the Executive:
Executive’s Name
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):
Stephanie Gaines, Sr. Employment 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.
substantially all of Adtalem whether stock or assets, in which case such consent of the Executive is not necessary.
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
* * * * *
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
ADTALEM GLOBAL EDUCATION INC.
By: Printed: Lisa Wardell
Title: Chairman and Chief Executive Officer
EXECUTIVE
Printed:
Date:
APPENDIX I
DEFINITIONS
“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 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 a market funded institution offering degree and non-degree programs, at classroom locations in multiple states and/or through an online curriculum delivery mechanism.
“Cause” means (a) 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, (b) willful failure to perform duties as reasonably directed by the CEO, (c) the Executive’s gross negligence or willful misconduct with respect to the performance of the Executive’s duties hereunder, (d) 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 (e) 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 Chief Executive Officer, 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, (a) material diminution in title, duties, responsibilities or authority; (b) reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; (c) exclusion from executive benefit/compensation plans; (d) 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; (e) requirement to relocate to, and be physically present at least three days each week at, an employment location that is both (i) more than 35 miles from Executive’s primary employment location as of the Effective Date and (ii) more than 50 miles from Executive’s primary residence as of the Effective Date or (f) 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 Executive’s direct supervisor 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 generally used by Adtalem for executives, as amended from time to time.
“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 | ||
---|---|---|---|---|
Filed on: | 8/11/22 | 8-K | ||
For Period end: | 6/30/22 | |||
8/23/21 | ||||
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 5/15/23 SEC UPLOAD¶ 6/13/23 2:39K Adtalem Global Education Inc. 4/21/23 SEC UPLOAD¶ 6/13/23 2:43K Adtalem Global Education Inc. |