Equity Awards. The Market Capital Milestones set forth in [Exhibit A] to the Agreement, and the Stock Compensation set forth in [Exhibit B] to the Agreement as the same relate to annual awards based on 50% of the Executive’s base salary, are deleted in their entirety. The Financial Milestones set forth in [Exhibit A] shall remain in full force and effect. The parties agree and acknowledge that, as a result of the foregoing, the equity compensation owed, owing or to be issued to the Executive as a result of the achievement of the Market Capitalization Milestones, or annual awards based on 50% of the Executive’s base salary, are void, and shall terminate and be of no force and effect.

Equity Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as determined by ​, the Board and/or Compensation Committee as necessary and appropriate to comply with ​ policy, applicable law, or exchange listing requirements, under ​’s equity award plan(s) covering executives at the Executive’s level, as in effect from time to time.

Equity Awards. The Company has adopted the 2013 Performance Incentive Plan (the “2013 Plan”). The Board (or a committee thereof) will consider the Executive for awards under the 2013 Plan, the terms and conditions of which will be established by the Board (or a committee thereof) in its sole discretion.

Equity Awards. Promptly following the Effective Date, the Company shall grant you restricted stock units (“RSUs”) with respect to Company common stock with a value of $325,000 as of the grant date (determined by dividing $325,000 by the closing price per share of Company common stock on the date of grant). The RSUs shall vest fully upon one year of service, subject to your continued employment or continued service on the Board through the vesting date. The RSUs shall be subject to the terms of the Company’s 2019 Stock Incentive Plan (the “Plan”) and the standard form of RSU agreement thereunder. The foregoing grant shall be in lieu of any equity awards granted to outside directors during the Employment Period pursuant to the Company’s outside director compensation program, as may be amended and/or restated from time to time. In addition, any RSUs or performance-based RSUs that you currently hold will continue to vest in accordance with their terms, subject to your continued service on the Board.

Equity Awards. Executive shall be eligible to participate in the Company’s long term equity incentive program and receive annual equity award grants on the same basis as other senior executives of the Company, as may be determined by the Board from time to time in its sole discretion. The terms and conditions of any such additional equity awards will be subject to the terms of the applicable plan and any applicable award documents.

Equity Awards. During Executive's employment hereunder, Executive may, as determined by the Board (or a committee thereof), in its sole discretion, periodically receive grants of restricted stock units, stock options, or other equity or non-equity related awards ("Equity Awards"). Within 30 days following the Effective Date, the Company will provide Executive with grants of the following Equity Awards, each on the terms and conditions agreed to by Executive and the Company concurrently with the execution of this Agreement:

Equity Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as 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.

Equity Awards. All Equity Awards shall be vested in full;

Annual Equity Grants. Each fiscal year of the Company, with respect to each Executive Participant other than the CEO, # 33% of the Participant’s Aggregate Target Value shall be granted as an annual award (the “Annual LTIP RSU Award”) in the form of restricted stock units with time-based vesting requirements, paid out in shares of the Company’s Common Stock (the “LTIP RSUs”), # 33% of the Participant’s Aggregate Target Value shall be granted as an annual award (the “Annual LTIP PSU Award”) in the form of restricted stock units with performance-based vesting requirements, paid out in shares of the Company’s Common Stock (the “LTIP PSUs”), and # 33% of the Participant’s Aggregate Target Value shall be granted as an annual award (the “Annual LTIP Option Award”) in the form of nonqualified stock options with time-based vesting requirements (“LTIP Options”). Each fiscal year of the Company, with respect to the CEO, # 25% of the CEO’s Aggregate Target Value shall be granted as an Annual LTIP RSU Award in the form of LTIP RSUs, # 50% of the CEO’s Aggregate Target Value shall be granted as an Annual LTIP PSU Award in the form of LTIP PSUs, and # 25% of the CEO’s Aggregate Target Value shall be granted as an Annual LTIP Option Award in the form of LTIP Options. Each fiscal year of the Company, with respect to each Other Participant, 100% of the Participant’s Aggregate Target Value shall be granted as an Annual LTIP RSU Award in the form of LTIP RSUs.

Annual Equity Award. A person who is a Non-Employee Director immediately following each annual meeting of the Company’s shareholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted, on the second market trading day following the date of each such annual meeting, a restricted share unit award with a grant date value equal to $120,000 (the “Annual Equity Award”). The Annual Equity Award shall vest on the earlier of the first anniversary date of the grant date or the date of the Company’s next subsequent annual meeting of shareholders following the grant date.