“Good Reason” means, without the Executive’s consent, # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that Adtalem has not cured within thirty (30) days after the Executive has provided Adtalem notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; # requirement to relocate to an employment location more than 50 miles from Executive’s current employment location or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive.

“Good Reason” means, without the Executive’s consent, # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that Adtalem has not cured within thirty (30) days after the Executive has provided Adtalem notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; # requirement to relocate to and be physically present at least three days a week at an employment location that is both # more than 35 miles from Executive’s primary employment location as of the Effective Date and # more than more than 50 miles from Executive’s current employment locationprimary residence as of the Effective Date; or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive.

“Good Reason” means, without the Executive’s consent, # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that Adtalem has not cured within thirty (30) days after the Executive has provided Adtalem notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; # requirement to relocate to an employment location more than 50 miles from Executive’s current employment location or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive.

“Good Reason” means, without the Executive’s consent, # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that Adtalem​ has not cured within thirty (30) days after the Executive has provided Adtalem​ notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; # requirement to relocate to an employment location more than 50 miles from Executive’s current employment location or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive. For avoidance of doubt, a change in reporting relationship to the CEO’s designee shall not constitute “Good Reason.”

“Good Reason” means, without the Executive’s consent, # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that AdtalemDeVry Group has not cured within thirty (30) days after the Executive has provided AdtalemDeVry Group notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; # requirement to relocate to an employment location more than 50 miles from Executive’s current employment location or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive. For avoidance of doubt, a change in reporting relationship to the CEO’s designee shall not constitute “Good Reason.”

“Good Reason” means,means the existence of any of the following, without the Executive’s consent,written consent: # a material diminution in title,the Executive’s authority, duties, responsibilities or authority;responsibilities; # reduction ofa material diminution in Base Salary, MIPSalary or Target or employee benefitsOpportunity, except for any across-the-board changesreductions approved by the Board for executives atall similarly-situated employees (not to exceed 10%); # a change to the Executive’s level;primary work location to a location more than 50 miles away; or # exclusion from executive benefit/compensation plans; #a material breach of the Agreement that Adtalem hasby the Company including, but not cured within thirty (30) days afterlimited to, # the Executive has provided Adtalem noticefailure of the Company or its Affiliates to obtain the assumption of their obligations under this Agreement by any successor or assign as contemplated in Section 14.6 or # a material breach which shallof this Agreement by the Company. For purposes of this definition, the Executive’s termination will not be givenconsidered to have been with Good Reason unless # he provides written notice to the Company of the condition constituting Good Reason within sixty (60)90 days of the Executive’sExecutive having knowledge of its initial existence, # such condition remains uncured for at least 30 days following the Company’s receipt of such notice, and # the Executive actually terminates employment following the expiration of any cure period but within two years of the initial occurrence of the material breach; # requirement to relocate to an employment location more than 50 miles from Executive’s current employment location or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive.condition.

“Good Reason” means, without the Executive’s consent, # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that Adtalem has not cured within thirty (30) days after theshall mean Executive has provided Adtalem notice ofcomplied with the material breach which shall be given within sixty (60) days of the Executive’s knowledge of“Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the written consent of Executive: # the assignment to Executive of duties inconsistent with, or the removal of duties material breach;to the usual and customary performance of, Executive’s position (including status, offices, titles, and reporting requirements), authority, duties, or responsibilities, excluding for this purpose an isolated, insubstantial, and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by Executive; # requirementa reduction in base salary of 10% or more, except for an across-the-board reduction of not more than 10% per person, and applicable to relocateall employees of the Company; # a material reduction in aggregate benefits available to an employmentExecutive; or # the relocation of the office at which Executive is principally employed to a location more than 50thirty (30) miles from Executive’s current employment location or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive.office.

“Good Reason” means, withoutmeans: # any material breach by the Company of this Agreement; # a change in the Executive’s consent,reporting relationships such that the Executive no longer directly reports [[Organization B:Organization]] President or Chief Executive Officer; # a material diminutionreduction or material adverse change in title,the Executive’s current duties, responsibilities and authority, without his or authority;her consent; # the demand by the Company for the Executive to relocate or commute more than 40 miles from [[Address A:Address]] without his or her consent; or # any reduction ofby the Company in the Executive’s Base Salary, MIPSalary or the Executive’s Performance Bonus Target without his or employee benefitsher consent, except for across-the-board changes for executives atcompensation reductions based on the Executive’Company’s level; # exclusion from executive benefit/compensation plans; # material breachfinancial performance similarly affecting all or substantially all senior management employees of the Agreement that Adtalem hasCompany. For purposes hereof, whether or not cured within thirty (30) days after the Executive has provided Adtalem notice ofGood Reason to terminate his or her employment by the material breach which shallCompany pursuant to [subparagraphs (i) through (v)] above will be given within sixty (60) days ofdetermined by the Executive’s knowledge ofCompany in its reasonable, good faith discretion, based upon the occurrence offacts known [[Organization B:Organization]] at the material breach; # requirement to relocate to an employment location more than 50 miles from Executive’s current employment location or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive.relevant time.

“Good Reason. For purposes of this Agreement, “Good Reason” means, without themeans: # a material reduction or adverse change in Executive’s consent,title, position, duties or compensation without Executive’s prior express written consent; and # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; #any other material breach by the Company of the Agreement that Adtalem has not cured withinits obligations hereunder, which breach remains uncured for thirty (30) days afterfollowing written notice to the Executive has provided AdtalemCompany of such breach, which notice specifies in reasonable detail the nature of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; # requirement to relocate to an employment location more than 50 miles from Executive’s current employment location or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive.breach.

“Good Reason. For purposes of this Agreement, “Good Reason” means, withoutshall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: # a material diminution in the Executive’s consent,responsibilities, authority and function, an adverse change to Executive’s job title, or a change in Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; # a material diminutionreduction in title, duties, responsibilitiesBase Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided that it does not adversely affect the Executive to a greater extent than other similarly situated employees; # a material change in the principal geographic location at which the Executive provides services to the Company outside of the Greater Boston, Massachusetts area; or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that Adtalem has not cured within thirty (30) days after the Executive has provided Adtalem notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; # requirement to relocate to an employment location more than 50 miles from Executive’s current employment location or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive.this