Equity Awards. Executive will be eligible to participate in the Company’s Amended and Restated 2011 Incentive Plan (the “2011 Plan”) and any successor to such plan in accordance with the terms and conditions of the 2011 Plan and any successor to such plan. The Company may, from time to time, upon approval by the Committee, grant to Executive options to purchase shares of Company Common Stock, stock appreciation rights, restricted Company Common Stock, restricted stock units, performance shares, and/or performance units and/or other Company Common Stock related grants as a long-term incentive for performance.

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

Equity Awards. In consideration of your covenants set forth in paragraph 12(j) and in order to retain your exclusive services as an Advisor (other than in connection with Permitted Services) during the periods described in paragraph 12, [[Organization A:Organization]] agrees that upon the Commencement Date (or if the Commencement Date is not a trading day, on the first trading day after the Commencement Date) (the “Additional RSU Grant Date”), you will automatically be granted restricted stock units having a value equal to Fifteen Million Dollars ($15,000,000) (the “Additional RSUs”). The number of Additional RSUs granted on the Additional RSU Grant Date (rounded down to a whole unit for any fractional unit) shall be determined by dividing the value specified in the preceding sentence by the closing price of one share of Class B Common Stock on the Additional RSU Grant Date. Each Additional RSU shall correspond to one share of Class B Common Stock. The Additional RSUs shall vest in three (3) equal installments on each of the first, second and third anniversaries of the Commencement Date, subject to earlier acceleration or cancellations as provided in paragraph 12(h) or any deferral election.

Initial Equity Awards. As a material inducement to the Executive’s accepting employment with the Company and entering into this Agreement, on the Effective Date, the Executive shall be granted an aggregate of 4.5 million (4,500,000) shares of common stock (the “Initial Equity Award”). The Initial Equity Award shall be provided in shares of time-based restricted stock units and vest in equal quarterly installments throughout the Initial Term, commencing on the Effective Date and each subsequent three-month anniversary of the grant date, subject to continued employment of the Executive other than as stated herein and restricted to the terms and conditions of Restricted Stock Award to be entered into by the Company and Executive. The executive will be able to accelerate the “initial equity award” vesting by meeting predetermined milestones to be defined and agreed to by the executive and the Company.

Company Equity Awards. Notwithstanding the terms of the 2008 Agreement or any other agreement with the Company or its affiliates, it is understood that Employee will not receive grants of equity awards of the Company or its affiliates (“Company Equity Awards”) from and after the date hereof. Employee’s Company Equity Awards outstanding as of the Effective Time will be adjusted commensurate with the treatment of similar Company Equity Awards in connection with the transactions contemplated by the Transaction Agreement and will be treated as follows, subject in each case to Employee’s continued employment with the Company through the Effective Time. Until the Effective Time, any outstanding Company Equity Awards will continue to be governed by the terms of the Company’s 2010 Omnibus Share Plan (the “2010 Plan”) and award agreements applicable to the Company Equity Awards.

Equity-Based Awards. Executive acknowledges that all compensatory awards denominated in common stock of Holdings held by him as of the date hereof are set forth on Exhibit B. In satisfaction of the provisions of the Term Sheet for Employment Arrangements with ​ted as of January 15, 2015 (the "Term Sheet"), as of the Effective Date, restricted stock units in respect of 44,467 shares of Holdings common stock (which represents the unvested portion of the "Buyout RSUs" (as defined in the Term Sheet)) shall vest and be distributed to Executive within five business days of the Termination Date; provided, the Company agrees that any necessary tax withholding required as part of the distribution of shares in settlement of the restricted stock units shall be covered by the Company withholding shares that would otherwise be distributed to Executive, as permitted by the terms of the restricted stock unit award agreement, and that Executive shall not be required to make any additional payment to cover any such required withholding tax. Any equity-based awards held by Executive that are not vested as of the Termination Date and that do not vest pursuant to the immediately preceding sentence shall be forfeited as of the Termination Date. Any options to purchase shares of Holdings common stock that are vested as of the date of this Agreement shall remain exercisable until the earlier of # the 90th day following the Termination Date (or, if later, the 90th day following expiration of any blackout period in effect with respect to such options) and # any cancelation or termination in connection with a change in control, as provided in the applicable award agreement.

Other Equity Awards. Other Equity Awards may be granted hereunder to Participants, in addition to other Awards granted under the Plan. Other Equity Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based incentive compensation.

Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards (collectively, the “Equity Documents”), provided, however, and notwithstanding anything to the contrary in the Equity Documents, # any time-based equity award granted to the Executive prior to February 1, 2022 shall immediately accelerate and become fully exercisable or non-forfeitable as of the effective date of a Change in Control (as defined below), provided the Executive remains employed on the effective date of such Change in Control and # Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event during the Change in Control Period (as such terms are defined below) with respect to any equity awards granted to the Executive on or after February 1, 2022.

Equity. Subject to this Section 5, Executive will be granted the Sign-On RSUs, the FY23 RSUs, the TSR PSUs, the SVC PSUs and, if applicable, the Investment RSUs pursuant to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) as follows:

Equity. Executive may be eligible to receive equity awards under the applicable equity incentive plan of the Parent Company then in effect, as determined by the Board of Directors of the Parent Company or an appropriate committee thereof.