Termination by the Company Without Cause or by Executive With Good Reason. If # Executive’s employment is terminated by the Company without Cause (as defined below) during the Employment Term or within 12 months following a Change of Control (as defined in the Company’s 2016 Equity Incentive Plan) if a Change of Control occurs within the Employment Term or # Executive terminates for Good Reason (as defined below), then, subject to [Section 8], Executive will receive, in addition to the compensation set forth in [Section 6], payment of the Executive’s Base Salary for the lesser of the remainder of the Employment Term and 12 months. The Base Salary payment will be paid out over the payment period in accordance with the Company’s regular payroll practices, except to the extent timing of payments are modified by the ​ provision provided in [Section 9] below.

Resignation by Executive for Good Reason. The Executive may terminate his employment (which shall constitute a termination of this Agreement) upon thirty (30) days’ written notice to the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Company of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to ​, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..

Involuntary Termination Without Cause by the ​; Resignation by Executive for Good Reason. The ​ shall be entitled to terminate Executive with 60-days’ notice, other than a Termination for Cause, and Executive shall be entitled to resign with or without Good Reason, in each case at any time; provided, however, that if Executive # is terminated by the ​ other than in circumstances constituting a Termination for Cause, or # resigns for Good Reason, then Executive shall be solely entitled to receive:

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent:

Termination by the Company without Cause or by the Executive with Good Reason.

Termination by ​ Without Cause or By the Executive With Good Reason. If:

When Does Termination Occur. The Executive’s employment with Adtalem and the Employment Period will end on the earlier of # the Executive’s death or Permanent Disability, # the Executive’s resignation at any time with or without Good Reason, or # termination by Adtalem at any time with or without Cause. Except as otherwise provided herein, any termination of the Employment Period by Adtalem or by the Executive will be effective as specified in a written notice from the terminating Party to the other Party; provided, however, if the Executive’s employment with Adtalem is terminated during the Employment Period by Adtalem without Cause or by the Executive without Good Reason, the terminating Party must give the other Party at least thirty (30) days prior written notice. For avoidance of doubt, Executive’s voluntary retirement from Adtalem shall be deemed a resignation by Executive without Good Reason.

“Qualifying Termination” means the termination of Executive’s employment by the Company without Cause or by Executive with Good Reason. For the avoidance of doubt, termination due to Executive’s death or termination due to Executive’s disability will not constitute a Qualifying Termination.

Upon the occurrence of a Pre CIC Termination (during the Protection Period) (1) by the Company without Cause (excluding by reason of Executive’s death or Disability) or (2) by the Executive for Good Reason, then:

Definition of Covered Termination. For purposes hereof, “Covered Termination” shall mean the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.