Continuation of Health Coverage. You will receive information, under separate cover, regarding your rights under COBRA to a temporary extension of your group health coverage, as well as timeframes necessary for continuations, conversions and/or distribution of benefits under the Company’s benefit programs after your Termination Date and otherwise in accordance with the terms thereof.

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

Health Plan Coverage. In satisfaction of the provisions of [Section 4.02(d)] of the Severance Plan, the Company shall provide Executive and his eligible family members with continued medical, dental and accident insurance benefits under the applicable benefit programs of the Companies (the "health and welfare benefits"). If Executive makes timely application for such health and welfare benefits pursuant to Executive's benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall pay the premiums for such coverage to the same extent paid by the Company immediately prior to the Termination Date for the first 18 months following the Termination Date, or the date on which Executive becomes eligible for comparable health and welfare benefits through a new employer, whichever is earlier. For the avoidance of doubt, the Company and Executive agree that the premiums paid for the benefit of Executive by the Company hereunder shall be taxed as imputed income to Executive.

Health Coverage Payment. The Corporation will make a cash payment (the "Health Coverage Payment") to Executive equal to 24 times the Corporation’s monthly pre-tax cost of contribution towards Executive’s then current employee and dependent health, prescription drug and dental coverage. If Executive is not enrolled in the Corporation’s health, prescription drug and dental plans, then the monthly amount will be equal to the Corporation’s contribution towards family coverage for such plans determined at the time employment terminates. Although the right to payment under this paragraph is based on the Corporation’s health, prescription drug and dental plan at the time employment terminates and is intended to fund payment for health coverage, the Health Coverage Payment is not required to be used for health coverage and Executive may use the Health Coverage Payment for any purpose. The Health Coverage Payment shall be paid to Executive in a single lump sum with the Cash Payment provided by Section 2(a).

“COBRA Continuation Coverage” shall mean the continuation of group health plan coverage required under [Sections 601 through 608] of ERISA, and Section 4980B of the Code and any comparable continuation of group health plan coverage required by applicable state or local Law.

Group Health Insurance Coverage. Employee’s group health insurance shall continue through the Separation Date. After such date, the Employee may elect to continue group health insurance at Employee’s own expense to the extent permitted by applicable law and in accordance with the group health insurance plan. Additional information about continuation coverage will be provided separately by the plan administrator.

Continuation of Certain Coverage. In any case where the Company is obligated to provide coverage under [Section 3.03(a)] or [Section 4.01(b)], the Company at its option may provide such coverage directly under its own plans, and, for the avoidance of doubt, shall provide such coverage on a basis that to the extent permitted by applicable law is, in whole or in part, taxable or nontaxable, provided, that any such coverage that can be provided on a nontaxable basis shall be so provided unless the Company determines that to do so would result in adverse tax consequences to Executive, to other current or former employees of the Company or to the Company. If in the Company’s good faith determination continued coverage under its own plans would be impracticable notwithstanding diligent effort by the Company or would result in adverse tax consequences to Executive, to other current or former employees of the Company or to the Company, the Company may instead provide Executive with cash in an amount such that Executive may obtain coverage under other insurance policies providing coverage that is at least equivalent to the coverage under the Company’s plans, including deductibles, co-payment percentages or amounts, and maximum coverage amounts. Any provision of coverage, including cash payments as herein provided, shall be accomplished in a manner that to the Company’s satisfaction either complies with Section 409A or with the requirements for exemption from [Section 409A].

such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period; provided, however, that, in the event [[Organization A:Organization]] is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the applicable [[Organization A:Organization]] plan(s), [[Organization A:Organization]] shall obtain comparable coverage for you and your dependents at no additional cost to you (including on a tax-grossed up basis, if applicable) during the Continuation Period. The period of continuation coverage to which you are entitled under Section 4980B(f) of the Code shall run concurrently with the Continuation Period;

COBRA: Medical continuation coverage elected under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985. Participants shall be eligible to receive medical continuation coverage under COBRA for the number of months provided under Article IV without payment of the applicable premium if the Participant is otherwise eligible for, and timely elects, COBRA medical continuation coverage. The Participant shall be responsible for any additional months of COBRA coverage elected beyond the months of COBRA provided by the Corporation under this Plan. The Participant may also enroll in other applicable COBRA coverage (e.g. dental and/or the health care spending accounts); however, the Participant shall be responsible for and must pay the COBRA premium for such coverage.

A group health plan of the Sellers or an ERISA Affiliate of the Sellers (excluding the Target Companies) will be responsible for providing COBRA continuation coverage with respect to any and all “M & A qualified beneficiaries,” as defined in Treasury Regulation Section 54.4980B-9, with respect to the transactions contemplated by this Agreement, whose “qualifying event” as defined in Treasury Regulation Section 54.4980B-4 occurs upon or prior to the Closing, irrespective of when such “M & A qualified beneficiaries” elects COBRA continuation coverage. A group health plan of the Buyer or an Affiliate of the Buyer will be responsible for providing COBRA continuation coverage with respect to any and all “M & A qualified beneficiaries’ whose “qualifying event” occurs following the Closing.