The Services. Consultant shall render services to Client as specified on [Schedule 1] attached hereto (the “Services”).

Outplacement Services. Adtalem shall, at its sole expense, provide the Executive with a nine (9) month senior executive level outplacement program the provider of which shall be selected by Adtalem in Adtalem’s sole discretion with such expenses being payable to the outplacement service as soon as administratively practicable but in no event later that the last day of the calendar year immediately following the calendar year in which such expense was incurred by the Executive.

Services Rendered. At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services rendered to the Company or a Subsidiary prior to the award. If Shares are awarded without the payment of a Purchase Price in cash, the Committee shall make a determination (at the time of the Award) of the value of the services rendered by the Offeree and the sufficiency of the consideration to meet the requirements of Section 6.b).

Outplacement Services. The Company shall make outplacement services available to the Executive, at a cost to the Company not to exceed $25,000, for a period of time not to exceed 12 months following the date of termination pursuant to the Company’s Executive outplacement program with the Company’s selected vendor, to include consulting, search support and administrative services.

Financial Statement Compilation and Analysis: Prepare periodic financial statements and analyses on bases to be determined from time to time;

Claims Review Services: Assist in the review and analysis of claims made by reinsureds under all treaties including, without limitation, claim reviews, audits, analysis of claims, advice regarding the contesting of claims, recommendations for settlements of claims and advice regarding the negotiation thereof, and advice regarding the payment of claims; and

Research, Development and Risk Management: Provide actuarial, marketing, research and development, and portfolio risk management support.

Other Services. Manager shall arrange for or render to Provider such accounting, legal and bookkeeping services as Manager shall reasonably determine are necessary and appropriate to the efficient and proper operation of Provider. Such accounting, legal and bookkeeping services shall include, without limitation, the maintenance, custody, and supervision of business records, papers, documents, ledgers, journals and reports relating to the business operations of Provider; the establishment, administration and implementation of accounting procedures, controls, forms and systems; the preparation of financial reports; the planning of the business operations of Provider; the payments of accounts payable and collection of accounts receivable, and the administration and payment of compensation and other remuneration payable to employees, contractors, or agents of Provider. Manager shall make any such records available to an agent of Provider for review or for copying, during regular business hours, upon Provider’s request. Manager shall not provide any services requested by or rendered to any employee or agent of Provider not directly related to the operations of Provider. Manager shall have no responsibility for rendering any tax advice or services or personal financial services to any Provider Professional or any other employee, contractor, or agent of Provider. Nothing in this [Section 4.7] or elsewhere in this Agreement shall be deemed to make Manager responsible for any liability of Provider to employees or Provider Professionals associated with the Non Wound Care Business.

Exclusive Services. Executive shall undertake to perform all of her duties and responsibilities for the Company in good faith and on a full-time basis and shall act in the best interest of the Company provided, however, that Executive may serve on corporate, civic, educational, or charitable boards or committees, if such service does not materially conflict with or impair Executive's ability to discharge her fiduciary and other responsibilities to the Company under this Agreement and applicable law.

Services Providers. Tenant may contract separately with providers of telecommunications or cellular products, systems or services for the Premises, provided, however, that any such provider is subject to Landlord’s prior approval, which approval shall not be unreasonably withheld. Even though such products, systems or services may be installed or provided by such providers in the Building, in consideration for Landlord’s permitting such providers to provide such services to Tenant, Tenant agrees that Landlord and the Landlord Parties shall in no event be liable to Tenant or any Tenant Party for any damages of any nature whatsoever arising out of or relating to the products, systems or services provided by such providers (or any failure, interruption, defect in or loss of the same) or any acts or omissions of such providers in connection with the same or any interference in Tenant’s business caused thereby. Tenant waives and releases all rights and remedies against Landlord and the Landlord Parties that are inconsistent with the foregoing.