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Adtalem Global Education Inc. – ‘10-Q’ for 9/30/21 – ‘EX-10.H’

On:  Wednesday, 11/3/21, at 5:23pm ET   ·   For:  9/30/21   ·   Accession #:  1558370-21-14347   ·   File #:  1-13988

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/03/21  Adtalem Global Education Inc.     10-Q        9/30/21  116:15M                                    Toppan Merrill Bridge/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.85M 
 2: EX-10.A     Material Contract                                   HTML     51K 
 3: EX-10.B     Material Contract                                   HTML     51K 
 4: EX-10.C     Material Contract                                   HTML     50K 
 5: EX-10.D     Material Contract                                   HTML     41K 
 6: EX-10.E     Material Contract                                   HTML     48K 
 7: EX-10.F     Material Contract                                   HTML     54K 
 8: EX-10.G     Material Contract                                   HTML     49K 
 9: EX-10.H     Material Contract                                   HTML     43K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
12: EX-32       Certification -- §906 - SOA'02                      HTML     32K 
19: R1          Document And Entity Information                     HTML     86K 
20: R2          Consolidated Balance Sheets                         HTML    172K 
21: R3          Consolidated Balance Sheets (Parenthetical)         HTML     38K 
22: R4          Consolidated Statements of Income (Loss)            HTML    178K 
23: R5          Consolidated Statements of Comprehensive Income     HTML     70K 
                (Loss)                                                           
24: R6          Consolidated Statements of Cash Flows               HTML    142K 
25: R7          Consolidated Statements of Shareholders' Equity     HTML     75K 
26: R8          Nature of Operations                                HTML     36K 
27: R9          Summary of Significant Accounting Policies          HTML     38K 
28: R10         Acquisitions                                        HTML     79K 
29: R11         Discontinued Operations and Assets Held for Sale    HTML     52K 
30: R12         Revenue                                             HTML    110K 
31: R13         Restructuring Charges                               HTML     70K 
32: R14         Income Taxes                                        HTML     37K 
33: R15         Earnings per Share                                  HTML     79K 
34: R16         Accounts Receivable and Credit Losses               HTML    324K 
35: R17         Property and Equipment, Net                         HTML     57K 
36: R18         Leases                                              HTML     81K 
37: R19         Goodwill and Intangible Assets                      HTML    265K 
38: R20         Debt                                                HTML    145K 
39: R21         Redeemable Noncontrolling Interest                  HTML     44K 
40: R22         Share Repurchases                                   HTML     40K 
41: R23         Accumulated Other Comprehensive Loss                HTML     82K 
42: R24         Stock-Based Compensation                            HTML    107K 
43: R25         Fair Value Measurements                             HTML     42K 
44: R26         Commitments and Contingencies                       HTML     43K 
45: R27         Segment Information                                 HTML    168K 
46: R28         Summary of Significant Accounting Policies          HTML     43K 
                (Policies)                                                       
47: R29         Acquisitions (Tables)                               HTML     78K 
48: R30         Discontinued Operations and Assets Held for Sale    HTML     53K 
                (Tables)                                                         
49: R31         Revenue (Tables)                                    HTML     95K 
50: R32         Restructuring Charges (Tables)                      HTML     71K 
51: R33         Earnings per Share (Tables)                         HTML     79K 
52: R34         Accounts Receivable and Credit Losses (Tables)      HTML    321K 
53: R35         Property and Equipment, Net (Tables)                HTML     55K 
54: R36         Leases (Tables)                                     HTML     85K 
55: R37         Goodwill and Intangible Assets (Tables)             HTML    266K 
56: R38         Debt (Tables)                                       HTML    123K 
57: R39         Redeemable Noncontrolling Interest (Tables)         HTML     42K 
58: R40         Share Repurchase (Tables)                           HTML     39K 
59: R41         Accumulated Other Comprehensive Loss (Tables)       HTML     81K 
60: R42         Stock-Based Compensation (Tables)                   HTML    106K 
61: R43         Segment Information (Tables)                        HTML    163K 
62: R44         Nature of Operations (Details)                      HTML     39K 
63: R45         Acquisitions (Estimated Fair Values of Assets       HTML     80K 
                Acquired and Liabilities Assumed) (Details)                      
64: R46         Acquisitions (Acquired Intangible Assets Subject    HTML     39K 
                to Amortization and Values and Estimated Useful                  
                Lives) (Details)                                                 
65: R47         Acquisitions (Unaudited Proforma Financial          HTML     34K 
                Information) (Details)                                           
66: R48         Acquisitions (Additional Information) (Details)     HTML     69K 
67: R49         Discontinued Operations and Assets Held for Sale    HTML     47K 
                (Summary of Income Statement Information of                      
                Operations) (Details)                                            
68: R50         Discontinued Operations and Assets Held for Sale    HTML     46K 
                (Additional Information) (Details)                               
69: R51         Revenue (Disaggregate revenue) (Details)            HTML     78K 
70: R52         Revenue (Additional Information) (Details)          HTML     36K 
71: R53         Restructuring Charges (Restructuring and Related    HTML     45K 
                Costs) (Details)                                                 
72: R54         Restructuring Charges (Separation and               HTML     37K 
                Restructuring Plan Activity) (Details)                           
73: R55         Restructuring Charges (Additional Information)      HTML     36K 
                (Detail)                                                         
74: R56         Income Taxes (Details)                              HTML     36K 
75: R57         Earnings per Share (Details)                        HTML    100K 
76: R58         Accounts Receivable and Credit Losses               HTML     80K 
                (Classification of Accounts Receivable) (Details)                
77: R59         Accounts Receivable and Credit Losses (Credit       HTML     93K 
                Quality Analysis of Financing Receivable)                        
                (Details)                                                        
78: R60         Accounts Receivable and Credit Losses (Rollforward  HTML     63K 
                of Allowances for Credit Losses) (Details)                       
79: R61         Accounts Receivable and Credit Losses (Additional   HTML     69K 
                Information) (Details)                                           
80: R62         Property and Equipment, Net (Schedule of Property   HTML     48K 
                and equipment, net) (Details)                                    
81: R63         Property and Equipment, Net (Additional             HTML     50K 
                Information) (Details)                                           
82: R64         Leases (Components of Lease Cost) (Details)         HTML     36K 
83: R65         Leases (Maturities of Lease Liabilities) (Details)  HTML     50K 
84: R66         Leases (Lease Term, Discount Rate and Cash Flow     HTML     39K 
                Information ) (Details)                                          
85: R67         Leases (Future Minimum Rental Commitments for       HTML     42K 
                Noncancelable Operating Leases ) (Details)                       
86: R68         Leases (Additional Information) (Details)           HTML     53K 
87: R69         Goodwill and Intangible Assets (Summary of          HTML     43K 
                Goodwill Balances by Reporting Unit) (Details)                   
88: R70         Goodwill and Intangible Assets (Summary of          HTML     41K 
                Goodwill Balances by Reporting Segment) (Details)                
89: R71         Goodwill and Intangible Assets (Changes in          HTML     48K 
                Carrying Amount of Goodwill, by Segment) (Details)               
90: R72         Goodwill and Intangible Assets (Schedule of         HTML     73K 
                Intangible Assets) (Details)                                     
91: R73         Goodwill and Intangible Assets (Summary of          HTML     41K 
                Indefinite-Lived Intangible Assets Balances by                   
                Reporting Segment) (Details)                                     
92: R74         Goodwill and Intangible Assets (Estimated           HTML     53K 
                Amortization Expense for Amortized Intangible                    
                Assets) (Details)                                                
93: R75         Goodwill and Intangible Assets (Additional          HTML     37K 
                Information) (Details)                                           
94: R76         Debt (Long-term debt) (Details)                     HTML     55K 
95: R77         Debt (Scheduled maturities of long-term debt)       HTML     49K 
                (Details)                                                        
96: R78         Debt (Debt Issuance Costs) (Details)                HTML     46K 
97: R79         Debt (Interest Expense) (Details)                   HTML     57K 
98: R80         Debt (Additional Information) (Details)             HTML    238K 
99: R81         Redeemable Noncontrolling Interest (Reconciliation  HTML     37K 
                of Non-Controlling Interest Balance) (Details)                   
100: R82         Redeemable Noncontrolling Interest (Additional      HTML     48K  
                Information) (Details)                                           
101: R83         Share Repurchase (Details)                          HTML     49K  
102: R84         Accumulated Other Comprehensive Loss (Details)      HTML     63K  
103: R85         Stock-Based Compensation (Summary of Options        HTML     69K  
                Activity) (Details)                                              
104: R86         Stock-Based Compensation (Fair Values of Stock      HTML     40K  
                Option Awards Weighted Average Assumptions)                      
                (Details)                                                        
105: R87         Stock-Based Compensation (Summary of Restricted     HTML     52K  
                Stock Units Activity) (Details)                                  
106: R88         Stock-Based Compensation (Total Stock-Based         HTML     36K  
                Compensation Expense Included in Consolidated                    
                Statement of Income) (Details)                                   
107: R89         Stock-Based Compensation (Additional Information)   HTML     78K  
                (Details)                                                        
108: R90         Fair Value Measurements (Details)                   HTML    100K  
109: R91         Commitments and Contingencies (Details)             HTML     48K  
110: R92         Segment Information (Tabulation of Business         HTML    100K  
                Segment Information Based on Current Segmentation)               
                (Details)                                                        
111: R93         Segment Information (Revenues and Long-Lived        HTML     50K  
                Assets by Geographic Area) (Details)                             
112: R94         Segment Information (Additional Information)        HTML     35K  
                (Details)                                                        
114: XML         IDEA XML File -- Filing Summary                      XML    215K  
18: XML         XBRL Instance -- atge-20210930x10q_htm               XML   4.40M 
113: EXCEL       IDEA Workbook of Financial Reports                  XLSX    146K  
14: EX-101.CAL  XBRL Calculations -- atge-20210930_cal               XML    262K 
15: EX-101.DEF  XBRL Definitions -- atge-20210930_def                XML    970K 
16: EX-101.LAB  XBRL Labels -- atge-20210930_lab                     XML   1.85M 
17: EX-101.PRE  XBRL Presentations -- atge-20210930_pre              XML   1.44M 
13: EX-101.SCH  XBRL Schema -- atge-20210930                         XSD    242K 
115: JSON        XBRL Instance as JSON Data -- MetaLinks              550±   808K  
116: ZIP         XBRL Zipped Folder -- 0001558370-21-014347-xbrl      Zip    421K  


‘EX-10.H’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:  C:  <!  <> 

Exhibit 10(h)

Adtalem Global Education Inc.

Restricted Cash Award Agreement (Employee)

Participant Name:

Participant Address:

Awards Granted:

Award Type:

Grant Name:

Grant Award Date:

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 may be 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.              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.

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/3/213,  8-K
For Period end:9/30/21
 List all Filings 


2 Subsequent Filings that Reference this Filing

  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


2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/14/21  Adtalem Global Education Inc.     8-K/A:5,9   9/13/21   12:386K                                   Business Wire/FA
 9/13/21  Adtalem Global Education Inc.     8-K/A:5,9   8/06/21   12:363K                                   Business Wire/FA
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Filing Submission 0001558370-21-014347   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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