Resignation from Employment by the Executive for Good Reason. Termination by the Company without Due Cause under ​ shall be deemed to have occurred if the Executive elects to resign from employment for Good Reason.

Termination by the Executive without Cause. The Executive may terminate his employment at any time for any reason other than a Good Reason, upon 30 days prior written notice.

Obligations of Adtalem upon Executive’s Termination with Good Reason or Adtalem’s Termination of Executive Without Cause During Change in Control Period. If:

Termination by the Company for Cause, by Executive Without Good Reason or Upon Death or Disability. If Executive's employment with the Company is terminated # by the Company for Cause, # by Executive without Good Reason, or # on account of Executive's death or Disability, Executive will be entitled to receive the Accrued Benefits payable in a lump sum payment within 10 days of the Termination Date.

Certain Termination Payments. In the event of termination of Executive’s employment hereunder by Employer without Cause or by Executive with Good Reason, Executive shall be entitled to the following:

Termination by the Executive For Good Reason. If an event or circumstance within the definition of Good Reason occurs, immediately after the Executive gives the Company written notice of termination for Good Reason.

Termination by the Company Without Cause or by Executive With Good Reason other than in conjunction with a Change of Control. If the Company terminates Executive’s employment without Cause or Executive resigns with Good Reason, then Company shall Pay Executive a lump sum cash payment equal to the sum of Executive’s annual Base Compensation.

Obligations of ​ upon Executive’s Termination with Good Reason or ​’s Termination of Executive Without Cause During Change in Control Period. If:

Obligations of DeVry Group upon Executive’s Termination with Good Reason or DeVry Group’s Termination of Executive Without Cause During Change in Control Period. If:

Notwithstanding the foregoing, in order for Good Reason to occur, Executive must reasonably determine in good faith that a Good Reason Condition has occurred, Executive must provide written notice to the Board of Directors of the occurrence of the Good Reason Condition within 45 days of the initial occurrence of such condition, Executive must cooperate in good faith with ​’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition, notwithstanding such efforts, the Good Reason Condition must continue to exist, and Executive must provide ​ with written notice of termination which establishes a termination date within 30 days after the end of the Cure Period. If ​ cures the Good Reason