Termination During a Performance Period. If a Participant’s employment with the Company terminates for any reason before the end of a Performance Period, the Participant shall not be entitled to any Bonus under this Plan for that Performance Period unless otherwise provided in the terms of the Individual Target Award or an employment agreement, severance plan or agreement or similar agreement, or otherwise determined by the Committee in connection with specified terminations of employment. A Participant who is terminated for gross misconduct after the end of the Performance Period shall forfeit participation in this Plan, and no Bonus shall be payable to such a Participant.

Compensation During the Consulting Period. In exchange for the Services, the Company shall pay to the Consultant $15,000 per month for the Term (the “Consulting Fees”). The Consulting Fee for each month (or portion thereof) during the Term shall be paid not less frequently than monthly.

Mandatory Prepayments During Amortization Period. During the period commencing on the date immediately following the Commitment Termination Date and ending on the Maturity Date:

Nontransferability During Period of Restriction. Except as provided in Section 9(f) hereof, the shares of Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated for such period of time as shall be determined by the Committee and shall be specified in the Award Agreement for the grant of the Restricted Stock, or upon earlier satisfaction of other conditions (which may include the attainment of performance goals as defined in Section 13 hereof), as specified by the Committee in its sole discretion and set forth in the Award Agreement for the grant of the Restricted Stock.

Employment During the Retention Period. The Company will continue to employ the Executive through the earlier of June 30, 2016 and the Spin-off Effective Date (as defined below) (the "Retention Date"), or such earlier date as the Executive may elect, at which date the Executive's employment with the Company shall terminate (as applicable, the "Separation Date"). The period between the date on which the Parties execute this Agreement and the Separation Date shall be referred to herein as the "Retention Period." During the Retention Period, the Executive will continue to serve as the Executive Vice President of the Company and President of the Company's Biosciences Division, and the Executive shall use his best efforts to continue to perform his regular job duties and perform such duties in connection with the spin-off of the Biosciences Division as may be reasonably requested by the Company. During the Retention Period, the Executive will continue to receive his base salary, less all applicable taxes and withholdings, as well as customary benefits. As of the Separation Date, all salary payments from the Company will cease and any benefits the Executive had as of the Separation Date under Company-provided benefit plans, programs, or practices will terminate, except as required by federal or state law or as otherwise provided in this Agreement. For purposes of this Agreement, the term "Spin-off Effective Date" shall mean the distribution date for the spin-off of the Company's Biosciences Division, as determined by the Company and set forth in a public disclosure by the Company prior to such date.

Effect of Change in Control. If a Change in Control occurs during the Performance Period, the Participant shall earn a number of Performance RSUs as follows:

Obligations of Adtalem upon Executive’s Termination Without Good Reason or Adtalem’s Termination of Executive With Cause During Change in Control Period. If the Executive’s employment is terminated for Cause during the Change in Control Period or the Executive resigns during the Change in Control Period without Good Reason, Adtalem shall provide the Executive with the Accrued Benefits, and shall have no other severance obligations under this Agreement. In such case, all Accrued Benefits shall be paid to the Executive within thirty (30) days following the Termination Date.

Change of Control. There occurs any Change of Control; or

Change in Control. Any Change in Control shall occur;

Change In Control. For purposes of this Agreement, “Change In Control” shall mean the occurrence of any of the following events: