applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A of the Internal Revenue Code are subject to the following restrictions: # the amount of expenses eligible for reimbursements, or in-kind benefits provided, to Employee during a calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year, and # reimbursement of an eligible expense shall be made as soon as practicable, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred.

to [[Organization A:Organization]] extent that [[Organization A:Organization]] reimbursement of any expenses eligible for reimbursement or [[Organization A:Organization]] provision of any in-kind benefits under any provision of this Agreement would be considered deferred compensation under Section 409A (after taking into account all exclusions applicable to such reimbursements and benefits under Section 409A): # reimbursement of any such expense shall be made by [[Organization A:Organization]] as soon as practicable after such expense has been incurred, but in any event no later than December 31st of [[Organization A:Organization]] year following [[Organization A:Organization]] year in which Employee incurs such expense; # [[Organization A:Organization]] amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall not affect [[Organization A:Organization]] amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any calendar year; and (iii)

All expenses or other reimbursements paid pursuant to [Sections 5(b) or 5(d)])] hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by [Section 409A], # the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the [foregoing clause (ii)] shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and # such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred.

Business Expense Reimbursement; Telephone Expenses. Upon the submission of proper substantiation by Executive, and subject to such rules and guidelines as the Company may from time to time adopt, the Company shall reimburse Executive for all reasonable expenses actually paid or incurred by the Executive during the Term in the course of and pursuant to the business of the Company including, without limitation, travel and telephone expenses incurred by the Executive while traveling to and from the Company's facilities as may be required pursuant to Section 1 hereof. The Executive shall account to the Company in writing for all expenses for which reimbursement is sought and shall supply to the Company copies of all relevant invoices, receipts, or other evidence reasonably requested by the Company.

Benefits. The Executive shall be entitled to participate in all group health and other insurance programs and all other fringe benefits (including 15 days’ vacation) and retirement plans (including any 401(k) plan) or other compensatory plans that the Company may hereafter elect to make available to its

Benefits. Except as provided in Section 2.3, if the participant experiences an involuntary Separation from Service without Cause or a Separation from Service because of a Layoff, the Employer shall pay to the participant the severance benefits described in, and subject to, Section 3.1. (For the purposes of this section, “involuntary” means a Separation from Service that is due to the independent exercise of the unilateral authority of the Employer, other than due to the participant’s request, and where the participant was willing and able to continue to perform services.) A participant eligible to receive benefits under this Plan shall not be eligible for benefits under any other severance plan, policy or arrangement sponsored by the Employer.

Benefits. In addition to the Base Salary and other compensation provided for in Section 3 and Section 4 above, the Executive shall be eligible to participate in such health and welfare benefit plans (including Executive’s eligible dependents) and any qualified and/or non-qualified retirement plans of Adtalem as may be in effect from time to time; provided, however, that participation shall be subject to all of the terms and conditions of such plans, including, without limitation, all waiting periods, eligibility requirements,

Benefits. Until such time as the Company has a healthcare plan in place for employees, the Company shall reimburse Employee up to $1,000 per month for medical insurance. In addition, the Company shall provide a $1,000 per month car allowance.

Benefits. During your employment under this Agreement, you shall be eligible to participate in any vacation programs, medical and dental plans and life insurance plans, STD and long-term disability (“LTD”) plans, retirement and other employee benefit plans the Company may have, establish or maintain from time to time and for which you qualify pursuant to the terms of the applicable plan.