Continuation of Service; Termination of Employment. Executive hereby confirms that, effective as of March 20, 2015, or on such earlier date as the Company requests (the “Resignation Effective Date”), his employment with the Company and any Group Companies will be terminated and he will resign from any and all positions as an officer, director or employee of the Company and any Group Companies. The Company hereby confirms that Executive’s employment with the Company and the Group Companies will continue in effect under the terms of the Employment Agreement from the date hereof until the Resignation Effective Date. Executive agrees to remain employed by the Company and to carry out such duties as are reasonably requested by the Chief Executive Officer of the Company from time to time from the date hereof until the Resignation Effective Date. Executive agrees to execute any documents requested by the Company to implement his resignation from any positions with the Company or any Group Companies.

Payments until the Retirement Date. Until December 31, 2023, you will continue to receive the same cash salary compensation as you currently receive, payable consistent with past practices. From January 1, 2024 until the Retirement Date, RMR will pay your base salary at a rate of $10,000 per month. Subject to any contribution required by you consistent with past practices, RMR will maintain and provide all your current insurance and employee benefits through July 31, 2024. All of your existing share grants will continue to vest through the Retirement Date pursuant to the existing vesting schedule (as set forth in the applicable equity agreements).

Service Termination. Except as set forth in Section 2(c) below and on [Schedule 1], upon the cessation of the Participant’s services with the Company for any reason, all unvested PSUs shall be automatically forfeited as of such cessation of services. For purposes of this PSU award, services with the Company shall include services as an employee or director of, or consultant or advisor to, the Company or to a parent or subsidiary of the Company, or any successor to the Company.

Continuation. Except as expressly amended and modified pursuant to the terms of this First Amendment, the Agreement continues in full force and effect. In the event of any conflict between the terms of this First Amendment and the terms of the Agreement, the terms of this First Amendment shall govern. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Continuation. The Company intends to continue this ERA indefinitely, but nevertheless assumes no contractual obligation beyond the promise to pay the benefits described in this ERA.

Continuation. Except as specifically amended hereby, the Omnibus Plan shall continue in full force and effect.

Termination Date. This Plan will continue in effect until midnight on the day before the tenth anniversary of the effective date specified in Section 17.1; provided, however, that Awards granted on or before that date may extend beyond that date.

Termination Date. Employee’s “Termination Date” shall be:

Termination Date Amendment. Upon execution of this Agreement by the requisite [[Extending Lenders:Organization]] under [Section 9.05] of the Existing Credit Agreement, with effect from and including the date hereof, # [Section 1.01] of the Existing Credit Agreement is amended by amending the definition of “Termination Date” by replacing “December 31, 2020” in clause (i) thereof with “January 27, 2021,” and # [Section 2.08(d)(ii)] of the Existing Credit Agreement is amended by adding the words “up to” immediately prior to “one year after the Current Termination Date.”

Date of Termination. "Date of Termination" means # if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, # if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and # if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

Date of Termination. The date upon which the Employee’s termination of employment with the Corporation occurs is the “Date of Termination.” For purposes of Sections 6(b) and 6(c) of this Agreement only, with respect to the timing of any payments thereunder, the Date of Termination shall mean the date on which a “separation from service” has occurred for purposes of [Section 409A(a)(2)(A)(i)] of the Internal Revenue Code of 1986, as amended (the “Code”), and Treas. Reg. [Section 1.409A-1(h)])].

In the event of the Grantee’s termination of Service is due to death or disability during Grantee’s Service, the vested portion of the Option shall continue to be exercisable until the earlier of # the date the Option expires by its terms and # the first anniversary of the date of such termination.

Salary Continuation. Employee shall continue to receive Employee's then current Base Salary for a period of twelve (12) months following Employee's termination of employment by the Company for reasons other than Cause. All such severance payments shall be paid in accordance with the Company's normal payroll practices. Such continuation of Employee's Base Salary shall be in lieu of any and all other benefits which Employee is entitled to receive on the date of Employee's termination of employment pursuant to any Company severance and benefit plans and practices or pursuant to other agreements with the Company. Employee shall not be entitled to pro-rated payment of an annual bonus.

Health Continuation. Eighteen # months of continued health benefit plan coverage following the Termination Date at active employee levels and active employee cost for Executive and Executive’s eligible dependents; such health benefits shall be provided and paid for by the Executive per regular payroll period of Adtalem commencing with the first payroll period following the Executive’s termination of employment and continuing until the earlier of # the eighteen (18) month anniversary of Executive’s Termination Date, or # the date Executive is eligible for equivalent coverage and benefits under the plans and programs of a subsequent employer. Medical expenses (as defined in Code Section 213(d)) paid pursuant to this paragraph are intended to be exempt from Code Section 409A to the extent permitted under Treasury Regulation §§1.409A-1(b)(9)(v)(B) and -3(i)(1)(iv)(B). However, to the extent any health benefits provided pursuant to this paragraph do not qualify for exemption under Code Section 409A, Adtalem shall provide Executive with a lump sum payment in an amount equal to the number of months of coverage to which Executive is entitled times the then applicable premium for the relevant health plan in which Executive participated. Such lump sum amount will be paid during the second month following the month in which such coverage expires; and

Benefits Continuation. Your existing elections in all Company-sponsored life, medical, and dental insurance benefit plans will continue during the Installments Period; provided that such continued participation shall be subject to: # the terms of those plans (which, for the sake of clarity, permit a former employee to continue coverage during the Installments Period), # such continued participation being permitted by applicable law and not otherwise prohibited under such plans, as determined by the Company and # the Company continuing to offer such plans to similarly situated active employees of the Company and similarly situated active employees continuing to be eligible to participate in or accrue benefits under such plans and programs. Such continued participation will be provided at the “active employee rates,” and your portion of the applicable premium payments will be automatically deducted from your Separation Pay checks during the Installments Period. Your benefits under the 401(k) Savings and Profit Sharing Plan of ​ and Its Subsidiaries and the ​ 401(k) Savings and Profit Sharing Plan Supplement shall be governed by the terms of such plans. You will also continue to be eligible for financial planning services from Goldman Sachs Ayco Personal Financial Management for up to one year after the Termination Date, paid for by the Company up to a maximum of $15,000 (you will be responsible for any taxes on imputed income).

Effective Date of Termination. “Effective Date of Termination” means the date on which a Qualifying Termination occurs which triggers the payment of Severance Benefits hereunder.

Not Binding Until Executed. The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties.

No Agreement Until Executed. This Agreement shall not be effective unless and until # the Merger Agreement is executed by all parties thereto and # this Agreement is executed by all parties hereto.