Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Change of Control Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Change of Control Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

Base Salary. The Executive’s Base Salary under this Agreement shall be at the initial rate of $575,000. The Executive’s Base Salary will be paid by Adtalem in substantially equal bi-weekly installments. The Base Salary will be reviewed annually by the CEO in coordination with the Compensation Committee and upon such review the Base 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.

Base Salary. During the Employment Period, Executive’s base salary shall be in an amount set by the Board (or a committee thereof), but under no circumstances will it be less than $320,000 per annum (the “Base Salary”), which salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding. The Base Salary shall be subject to annual increases by the Board (or a committee thereof), in its sole discretion, which increases shall thereafter be Executive’s “Base Salary” for all purposes under this Agreement.

Base Salary. As compensation for the services contemplated herein, Employee shall receive a base salary of One Hundred and Twenty Five Thousand and 00/100 Dollars ($125,000) per annum for the first year of this Agreement (“Base Salary”), to be paid in accordance with Company’s then-current payroll practices and policies, which Base Salary shall be increased to One Hundred and Thirty Thousand and 00/100 Dollars ($130,000) per annum effective on the first anniversary of this Agreement, and to One Hundred and Thirty Five Thousand and 00/100 Dollars ($135,000) per annum effective on the second anniversary of this Agreement. The Company shall deduct and withhold all necessary social security and withholding taxes and any other similar sums required by law from any compensation paid to Employee.

Base Rent. During the Term, Subtenant shall pay to Sublandlord as base monthly rent ("Base Rent") the following amounts per month (which amounts are equal to $7.25 per rentable square foot per month for one hundred percent (100%) of the Subleased Premises and twenty five percent (25%) of the Shared Area, with an annual increase of 3.5% commencing on the first anniversary of the Commencement Date):

Base Salary. Throughout the Strategic Advisory Period, the Company will pay to Executive the rate of base salary in effect immediately prior to the Strategic Advisory Period. Such salary shall be payable in accordance with the Company’s customary payroll practices applicable to executives.

Awards will be defined as a percentage of base earnings. Base earnings reflect the base salary actually earned during the course of the plan year. This allows for an automatic conversion for participants who receive salary increases during the plan year and are employed after the start of the plan year or who work on a part-time basis.

Change its fiscal year or amend, modify or change its certificate of incorporation (or corporate charter or other similar organizational document) or bylaws (or other similar document) in any manner materially adverse to the Lenders without the prior written consent of the Required Lenders.

An individual who first becomes an Eligible Employee prior to January 1, 2019, and who was not previously eligible to participate in any other account balance nonqualified deferred compensation plan of the Company or any Subsidiary (a “Similar Plan”), such as TEAP, the Anthem Deferral Election Plan, or the Wyle Deferred Compensation Plan, may elect, within the thirty (30) day period commencing on such date, based on procedures established by the Committee, to defer his or her Base Salary payable for pay periods in such Plan Year beginning after the date of such election, and/or his or her Incentive Compensation earned during the portion of such Plan Year after the date of such election. For Incentive Compensation based upon a specified performance period that begins prior to and ends after the date of such election, the election will apply to that portion of such Incentive Compensation equal to the total such Incentive Compensation multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period applicable to the Participant. The Committee may, in its discretion, extend the application of this [Section 3.2(b)(i)] to one or more individuals who were formerly eligible to participate in the Plan or any Similar Plan but who ceased to be so eligible and who may be treated as newly eligible employees under Treasury Regulation § 1.409A- 2(a)(7).

New Mid-Year Eligibles. An individual who first becomes a Director as of a date other than the first day of a Plan Year (and who was not previously eligible to participate in any other elective account balance nonqualified deferred compensation plan maintained by the