Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from ​ of the occurrence of any event of the kind described in [Section 3.4(iii) through (vi)], such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by ​ that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. ​ will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. ​ agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of [Section 2.4].

Asset Disposition. If the Borrower or any other Obligor receives any Net Cash Proceeds in excess of ​ in the aggregate for any single disposition or series of dispositions, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds of a Disposition no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

DER Awards. The Plan Administrator shall have the discretionary authority to make DER Awards in accordance with the terms of this Article Four. Each such DER Award shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided however, that each such document shall comply with the terms specified below.

Other Awards. Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, Common Stock (“Other Stock-Based Awards”), may be granted either alone or in addition to other Awards under this Plan. Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions of Other Stock-Based Awards need not be the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.

Performance Awards. Subject to the limitations set forth in paragraph # hereof, the Committee may in its discretion grant Performance Awards to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

Awards Deferrals. Other provisions of the Plan notwithstanding, to the extent that the terms of any Award held by a Participant who is subject to United States federal income tax requires or permits installment or deferred payment of such Award resulting in a "deferral of compensation" within the meaning of Code Section 409A and regulations thereunder (a "[Section 409A] Award"), such [Section 409A] Award shall be subject to the following additional terms and conditions:

Performance Awards. In the case of a Performance Award, the deferral election must be received by the Company no later than six (6) months before the end of the applicable Performance Period, provided that # the Participant was employed continuously from the later of the first day of the Performance Period or the date on which the Performance Measure was established through the date of election, # the election to defer is made before such compensation has become readily ascertainable (i.e., substantially certain to be paid), and # the Performance Period is at least twelve (12) months in length and the Performance Measure was established within ninety (90) days after commencement of the Performance Period.

Equity Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as determined by Adtalem, the Board and/or Compensation Committee as necessary and appropriate to comply with Adtalem policy, applicable law, or exchange listing requirements, under Adtalem’s equity award plan(s) covering executives at the Executive’s level, as in effect from time to time.

Equity Awards. All Equity Awards shall be vested in full;

Alternative Awards. No cancellation, acceleration of exercisability or vesting, lapse of any Restriction Period or settlement or other payment shall occur with respect to any outstanding Award upon a Change in Control if the Committee reasonably determines, in good faith, prior to the Change in Control, that such outstanding Awards shall be honored or assumed, or new rights substituted therefor (such honored, assumed, or substituted Award being hereinafter referred to as an “Alternative Award”) by the Company or the New Company, as applicable, provided that any Alternative Award must:

Performance Awards. Each Performance Award granted under the Plan shall be evidenced by an Agreement that # provides for the payment of cash and/or issuance of Shares to a Participant contingent upon the attainment of one or more specified Performance Goals, and # contains such other terms and conditions as may be determined by the Committee. For purposes of [Section 5.1(b)] hereof, a Performance Award shall be deemed to cover a number of Shares equal to the maximum number of Shares that may be issued upon payment of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a fiscal year shall not exceed ​.

Incentive Awards. An Eligible Employee may elect to defer any portion of an Incentive Award up to 95%, expressed as whole percentage points. In order to elect to defer an Incentive Award, an Eligible Employee shall submit an irrevocable Deferral Form with HP before the beginning of the Plan Year in which the performance period to which Incentive Award pertains begins, in accordance with procedures that HP determines in its discretion. Notwithstanding the foregoing, if HP determines that an Eligible Employee may elect to defer a portion of the Incentive Award at a later time under Code section 409A, such Employee may elect to defer a portion of the Incentive Award by filing an irrevocable Deferral Form at such later time as determined by HP in accordance with Code section 409A.