In the event of either # a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or # a termination of Awardee’s employment by the Company or an affiliate of the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units that have not previously become vested or been forfeited shall become immediately vested and nonforfeitable upon the occurrence of such event.

including any merger or business combination of the Company which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or business combination.

Termination of Service; Death; Disability; Change in Control. In the event of the Director’s Separation from Service, death, Disability, or a Change in Control while Awards are outstanding, the following vesting provisions will apply.

Change in Control; Disability. Notwithstanding anything in this agreement to the contrary, in the event of # a Change in Control as provided in [Section 17.4] of the LTIP, or # Recipient’s disability as determined under the Company’s long-term disability plan (“Disability”) that, in each case, occurs during the Recipient’s employment in an LTIP-eligible position, the Restricted Shares shall immediately vest in full.

Disability; Death. If Executive’s employment with the Company is terminated due to Executive becoming Disabled or Executive’s death, then Executive or Executive’s estate (as the case may be) will # receive the earned but unpaid base salary through the date of termination of employment, # receive all accrued vacation, expense reimbursements and any other benefits due to Executive through the date of termination of employment in accordance with Company-provided or paid plans, policies and arrangements, and # not be entitled to any other compensation or benefits from the Company except to the extent required by law (for example, COBRA).

Disability; Death. If the Company terminates the Employee’s employment as a result of the Employee’s Disability, or the Employee’s employment terminates due to the Employee’s death, then the Employee will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.

Disability, Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician chosen by the Company in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this [Section 4C] shall not be deemed to be a termination for cause.

Article # Termination of Employment By Reasons of Death or Disability, and Vesting in Connection with a Change in Control.

event of a Change in Control (as defined in the 2012 Plan) or the death or disability of the

during the Change in Control Period, DeVry Group terminates the Executive’s employment without Cause (other than for death or Disability) or the Executive terminates employment for Good Reason, and