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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/03/22 Adtalem Global Education Inc. 10-Q 9/30/22 113:15M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 3.31M
2: EX-10.A Material Contract HTML 49K
3: EX-10.B Material Contract HTML 47K
4: EX-10.C Material Contract HTML 59K
5: EX-10.D Material Contract HTML 52K
6: EX-10.E Material Contract HTML 42K
7: EX-10.F Material Contract HTML 70K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
10: EX-32 Certification -- §906 - SOA'02 HTML 32K
16: R1 Document And Entity Information HTML 86K
17: R2 Consolidated Balance Sheets HTML 182K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 37K
19: R4 Consolidated Statements of Income (Loss) HTML 154K
20: R5 Consolidated Statements of Comprehensive Income HTML 56K
(Loss)
21: R6 Consolidated Statements of Cash Flows HTML 154K
22: R7 Consolidated Statements of Shareholders' Equity HTML 74K
23: R8 Nature of Operations HTML 36K
24: R9 Summary of Significant Accounting Policies HTML 39K
25: R10 Acquisitions HTML 78K
26: R11 Discontinued Operations and Assets Held for Sale HTML 95K
27: R12 Revenue HTML 77K
28: R13 Restructuring Charges HTML 71K
29: R14 Income Taxes HTML 35K
30: R15 Earnings per Share HTML 81K
31: R16 Accounts Receivable and Credit Losses HTML 321K
32: R17 Property and Equipment, Net HTML 56K
33: R18 Leases HTML 83K
34: R19 Goodwill and Intangible Assets HTML 185K
35: R20 Debt HTML 156K
36: R21 Redeemable Noncontrolling Interest HTML 33K
37: R22 Share Repurchases HTML 35K
38: R23 Accumulated Other Comprehensive Loss HTML 63K
39: R24 Stock-Based Compensation HTML 98K
40: R25 Fair Value Measurements HTML 40K
41: R26 Commitments and Contingencies HTML 46K
42: R27 Segment Information HTML 134K
43: R28 Summary of Significant Accounting Policies HTML 44K
(Policies)
44: R29 Acquisitions (Tables) HTML 76K
45: R30 Discontinued Operations and Assets Held for Sale HTML 94K
(Tables)
46: R31 Revenue (Tables) HTML 65K
47: R32 Restructuring Charges (Tables) HTML 72K
48: R33 Earnings per Share (Tables) HTML 79K
49: R34 Accounts Receivable and Credit Losses (Tables) HTML 318K
50: R35 Property and Equipment, Net (Tables) HTML 54K
51: R36 Leases (Tables) HTML 86K
52: R37 Goodwill and Intangible Assets (Tables) HTML 189K
53: R38 Debt (Tables) HTML 131K
54: R39 Accumulated Other Comprehensive Loss (Tables) HTML 62K
55: R40 Stock-Based Compensation (Tables) HTML 98K
56: R41 Segment Information (Tables) HTML 129K
57: R42 Nature of Operations (Details) HTML 36K
58: R43 Acquisitions (Estimated Fair Values of Assets HTML 82K
Acquired and Liabilities Assumed) (Details)
59: R44 Acquisitions (Acquired Intangible Assets Subject HTML 39K
to Amortization and Values and Estimated Useful
Lives) (Details)
60: R45 Acquisitions (Unaudited Proforma Financial HTML 34K
Information) (Details)
61: R46 Acquisitions (Additional Information) (Details) HTML 73K
62: R47 Discontinued Operations and Assets Held for Sale HTML 105K
(Summary of Balance Sheet Information of Assets
and Liabilities) (Detail)
63: R48 Discontinued Operations and Assets Held for Sale HTML 57K
(Summary of Income Statement Information of
Operations) (Details)
64: R49 Discontinued Operations and Assets Held for Sale HTML 69K
(Additional Information) (Details)
65: R50 Revenue (Disaggregate revenue) (Details) HTML 54K
66: R51 Revenue (Additional Information) (Details) HTML 38K
67: R52 Restructuring Charges (Restructuring and Related HTML 51K
Costs) (Details)
68: R53 Restructuring Charges (Separation and HTML 36K
Restructuring Plan Activity) (Details)
69: R54 Restructuring Charges (Additional Information) HTML 34K
(Detail)
70: R55 Income Taxes (Details) HTML 38K
71: R56 Earnings per Share (Details) HTML 105K
72: R57 Accounts Receivable and Credit Losses HTML 77K
(Classification of Accounts Receivable) (Details)
73: R58 Accounts Receivable and Credit Losses (Credit HTML 89K
Quality Analysis of Financing Receivable)
(Details)
74: R59 Accounts Receivable and Credit Losses (Rollforward HTML 63K
of Allowances for Credit Losses) (Details)
75: R60 Accounts Receivable and Credit Losses (Additional HTML 70K
Information) (Details)
76: R61 Property and Equipment, Net (Schedule of Property HTML 46K
and equipment, net) (Details)
77: R62 Property and Equipment, Net (Additional HTML 52K
Information) (Details)
78: R63 Leases (Components of Lease Cost) (Details) HTML 36K
79: R64 Leases (Maturities of Lease Liabilities) (Details) HTML 48K
80: R65 Leases (Lease Term, Discount Rate and Cash Flow HTML 39K
Information ) (Details)
81: R66 Leases (Future Minimum Rental Commitments for HTML 40K
Noncancelable Operating Leases ) (Details)
82: R67 Leases (Additional Information) (Details) HTML 61K
83: R68 Goodwill and Intangible Assets (Summary of HTML 42K
Goodwill Balances by Reporting Unit) (Details)
84: R69 Goodwill and Intangible Assets (Summary of HTML 40K
Goodwill Balances by Reporting Segment) (Details)
85: R70 Goodwill and Intangible Assets (Changes in HTML 49K
Carrying Amount of Goodwill, by Segment) (Details)
86: R71 Goodwill and Intangible Assets (Schedule of HTML 61K
Intangible Assets) (Details)
87: R72 Goodwill and Intangible Assets (Summary of HTML 39K
Indefinite-Lived Intangible Assets Balances by
Reporting Segment) (Details)
88: R73 Goodwill and Intangible Assets (Estimated HTML 44K
Amortization Expense for Amortized Intangible
Assets) (Details)
89: R74 Goodwill and Intangible Assets (Additional HTML 37K
Information) (Details)
90: R75 Debt (Long-term debt) (Details) HTML 49K
91: R76 Debt (Scheduled maturities of long-term debt) HTML 48K
(Details)
92: R77 Debt (Debt Issuance Costs) (Details) HTML 45K
93: R78 Debt (Interest Expense) (Details) HTML 62K
94: R79 Debt (Additional Information) (Details) HTML 269K
95: R80 Redeemable Noncontrolling Interest (Additional HTML 48K
Information) (Details)
96: R81 Share Repurchases (Open Market Share Repurchase HTML 40K
Programs) (Details)
97: R82 Share Repurchases (ASR Agreement) (Details) HTML 50K
98: R83 Accumulated Other Comprehensive Loss (Details) HTML 53K
99: R84 Stock-Based Compensation (Summary of Options HTML 61K
Activity) (Details)
100: R85 Stock-Based Compensation (Fair Values of Stock HTML 39K
Option Awards Weighted Average Assumptions)
(Details)
101: R86 Stock-Based Compensation (Summary of Restricted HTML 52K
Stock Units Activity) (Details)
102: R87 Stock-Based Compensation (Total Stock-Based HTML 35K
Compensation Expense Included in Consolidated
Statement of Income) (Details)
103: R88 Stock-Based Compensation (Additional Information) HTML 73K
(Details)
104: R89 Fair Value Measurements (Details) HTML 113K
105: R90 Commitments and Contingencies (Details) HTML 85K
106: R91 Segment Information (Tabulation of Business HTML 93K
Segment Information Based on Current Segmentation)
(Details)
107: R92 Segment Information (Revenues and Long-Lived HTML 45K
Assets by Geographic Area) (Details)
108: R93 Segment Information (Additional Information) HTML 35K
(Details)
111: XML IDEA XML File -- Filing Summary XML 213K
109: XML XBRL Instance -- atge-20220930x10q_htm XML 4.02M
110: EXCEL IDEA Workbook of Financial Reports XLSX 226K
12: EX-101.CAL XBRL Calculations -- atge-20220930_cal XML 298K
13: EX-101.DEF XBRL Definitions -- atge-20220930_def XML 1.00M
14: EX-101.LAB XBRL Labels -- atge-20220930_lab XML 1.95M
15: EX-101.PRE XBRL Presentations -- atge-20220930_pre XML 1.51M
11: EX-101.SCH XBRL Schema -- atge-20220930 XSD 250K
112: JSON XBRL Instance as JSON Data -- MetaLinks 571± 893K
113: ZIP XBRL Zipped Folder -- 0001558370-22-016243-xbrl Zip 571K
Exhibit 10(e)
Adtalem Global Education Inc.
Restricted Cash Award Agreement (Employee)
Participant Name :
Participant Address :
Awards Granted :
Award Type :
Grant Name :
Award Date :
Award Accepted on :
Vesting Schedule :
THIS AGREEMENT, made and entered into as of the Award Date by and between Adtalem Global Education Inc., a Delaware corporation (“Adtalem”), and the Participant.
WHEREAS, Adtalem maintains the Adtalem Global Education Inc. Amended and Restated Incentive Plan of 2013 (the “Plan”); and
WHEREAS, the Participant is an employee of Adtalem or one of its subsidiaries and has been selected by the Compensation Committee of Adtalem’s Board of Directors (the “Committee”) to receive a cash award (the “Cash Award”) in the amount reflected above.
NOW, THEREFORE, Adtalem and the Participant hereby agree as follows:
1.Agreement. This Agreement evidences the award to the Participant of the cash amount set forth above. This Cash Award is the right to receive the amount of cash reflected above as described in Section 4 of the Agreement. The Agreement and the Cash Award 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 Adtalem or from the stock administrator’s website.
2.Cash Account. Adtalem shall maintain an account (the “Account”) on its books in the name of the Participant which shall reflect the amount of the Cash Award to the Participant and that is not yet vested. Until the Cash Award vest, it just represents Adtalem’s unsecured promise to pay to the Participant cash upon vesting.
3.Vesting.
(a)Except as described below, the Participant shall become vested in the Cash Award in accordance with the Vesting Schedule set forth above if he or she remains in continuous employment with Adtalem or an affiliate until such date.
(b)If the Participant’s employment with Adtalem and all affiliates terminates prior to the completion of the Vesting Schedule due to death or disability, the Cash Award shall become fully vested on such date. For this purpose “disability” means the Participant’s being determined to be disabled under Adtalem’s long-term disability plan as in effect from time to time, 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).
(c)If the Participant`s employment with Adtalem and all affiliates terminates prior to the completion of the Vesting Schedule other than due to death, disability or retirement, Adtalem may, in its sole discretion, enter into an agreement with the Participant providing that the Participant shall be credited with one additional year of service for purposes of determining the vested portion of the Cash Award. If such additional service results in the Participant becoming vested in an additional portion of the Cash Award, such amount shall be paid at the same time and in the same manner as it would have been if the Participant remained continuously employed with Adtalem or an affiliate for that additional period. Adtalem shall have complete discretion, which need not be exercised in a consistent manner, whether to enter into such an agreement (which agreement maybe conditioned upon the Participant’s execution of a release of claims, actions following the Participant’s termination of employment or such other factors as Adtalem may determine), and the Participant shall have no rights under this Section 3(c) unless such an agreement, specifically referring to this award, is entered into in writing.
(d)If the Participant’s employment with Adtalem and all affiliates terminates prior to the completion of the Vesting Schedule due to retirement, the Cash Award shall continue to vest in accordance with the Vesting Schedule. 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 “service” means the Participant’s period of employment with Adtalem and all affiliates (including any predecessor company or business acquired by Adtalem or any affiliate, provided the Participant was immediately employed by Adtalem or any affiliate) and (ii) the term “cause” has the meaning set forth in Section 6(b)(i). Age and service shall be determined in fully completed years.
Any Participant whose employment terminates due to retirement as described in this Section 3(d) or who enters into an agreement as described in Section 3(c) must execute and deliver to Adtalem an agreement, in a form prescribed by Adtalem, and in accordance with procedures established by Adtalem, that he or she will not compete with, or solicit employees of, Adtalem and its affiliates for the remainder of the vesting period, and that he or she releases all claims against Adtalem and its affiliates. If the Participant fails to execute such agreement, or if the agreement is revoked by the Participant, the Cash Award shall be forfeited to Adtalem on the date of the Participant’s retirement.
(e)If the Participant’s employment with Adtalem and all affiliates terminates prior to the completion of the Vesting Schedule for any reason other than death, disability, or retirement, the portion of the Participant’s Cash Award that is not vested as of such date shall be forfeited to Adtalem, except as provided in Section 3(c).
(f)For purposes of this Agreement, the term “affiliate” means each entity with whom Adtalem 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 3 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 Adtalem, and the provisions in such employment security agreement or severance agreement concerning vesting of a Cash Award shall supersede any inconsistent or contrary provision of this Section 3.
4.Settlement of Award. If and when a Participant becomes vested in his or her Cash Award in accordance with Section 3, Adtalem shall distribute to him or her, or his or her personal representative, beneficiary or estate, as applicable, the amount of cash subject to the Cash Award that becomes so vested. Such cash shall be delivered within 30 days following the date of vesting.
5.Withholding Taxes. Adtalem shall withhold from the settlement of a Cash Award an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements arising in connection with such settlement.
6.Change in Control.
(a)In the event that the Participant's employment with Adtalem and all affiliates within twenty-four months following a Change in Control (as defined in the Plan), the Participant shall become immediately vested in his or her Cash Award, and such Award shall be settled pursuant to Section 4.
(b)For the purposes of this Section 6:
(i)“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 Chief Executive Officer of Adtalem or its successor (the “CEO”) or the CEO’s designee, (C) the Participant’s gross negligence or willful misconduct with respect to the performance of the Participant’s duties, or (D) obtaining any personal profit not fully disclosed to and approved by the Adtalem Board of Directors in connection with any transaction entered into by, or on behalf of, Adtalem or its successor; and
(ii)“good reason” means, without the Participant’s consent, (A) material diminution in title, duties, responsibilities or authority; (B) reduction of base salary, bonus target or employee benefits except for across-the-board changes for Participants at the Participant’s level; (C) exclusion from employee benefit/compensation plans otherwise applicable to employees at the Participant’s level; (D) a material breach of any employment agreement between Adtalem and Participant that Adtalem or its successor has not cured within thirty (30) days after the Participant has provided Adtalem or its successor notice of the material breach which shall be given within sixty (60) days of the Participant’s knowledge of the occurrence of the material breach; or (E) resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Participant (other than by reason of a breach by Participant of any such law). For avoidance of doubt, a change in reporting relationship to the CEO’s designee shall not constitute “good reason.”
7.Award Not Transferable. The Cash Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Cash Award shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Cash Award, other than in accordance with its terms, shall be void and of no effect.
8.Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries to whom distribution of the vested Cash Award 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.
9.Administration. The Cash Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.
10.Governing Law. This Agreement, and the Cash Award, shall be construed, administered and governed in all respects under and by the laws of the State of Delaware.
11.Restrictive Covenants. The Participant’s acceptance of this Agreement signifies the Participant’s agreement that: (a) this Cash Award is good and valuable consideration for any restrictive covenant agreement entered into between the Participant and Adtalem in connection with this Cash Award; and (b) whether or not vested, this Cash Award is subject to forfeiture or clawback, as applicable, upon the Participant’s breach of any restrictive covenant agreement between the Participant and Adtalem.
12.Acceptance of Agreement by Participant. This Agreement, and the Cash Award, shall be construed, administered and governed in all respects under and by the laws of the State of Delaware.
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/3/22 | 8-K | ||
| For Period end: | 9/30/22 | |||
| 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 |