When Applicable. Anything in this Plan to the contrary notwithstanding, the provisions of this [Section 3.7] shall apply to an Officer if the Auditor determines that each of [(i) and (ii)])], below, are applicable:

When Applicable. Anything in this Plan to the contrary notwithstanding, the provisions of this [Section 11(d)] shall apply to a Participant if an independent auditor selected by the Committee (the “Auditor”) determines that each of [(x) and (y)] below are applicable.

When Not Applicable. The above provision shall not apply to and ​ shall have no liability or obligation for any

When Available A Participant may receive a distribution from the vested portion of his or her Account (which shall be deemed to include the deferrals that would have been made but for the cancellation under [Section 553]) if the Plan Administrator determines that such distribution is on account of an Unforeseeable Emergency and the conditions in [Section 552] have been fulfilled To receive such a distribution, the Participant must request a distribution by filing an application with the Plan Administrator and furnish such supporting documentation as the Plan Administrator may require In the application, the Participant shall specify the basis for the distribution and the dollar amount to be distributed If such request is approved by the Plan Administrator, distribution shall be made in a lump sum payment within 60 days following the approval by the Plan Administrator of the completed application

The Options vest ​.

When Distributions May Commence. If a Participant has incurred a distribution event described in [Section 4.3] and requests a distribution of his or her Account, amounts credited to such Participant’s Account will be paid as soon as practicable after such amounts are ascertained. In accordance with Code Section 414(u)(12), a Participant receiving a differential wage payment (as defined in Code Section 3401(h)(2)) shall be treated as having been severed from employment with all Affiliates for purposes of taking a distribution of his or her Account during any period the Participant performs service in the uniformed services while on active duty for a period of more than 30 days (“deemed severance distribution”). If a Participant elects to receive a deemed severance distribution pursuant to the preceding sentence, such Participant shall not be permitted to make deferral contributions under [Section 3.1] during the six-month period beginning on the date of the distribution.

When Does Termination Occur. The Executive’s employment with ​ 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 ​ at any time with or without Cause. Except as otherwise provided herein, any termination of the Employment Period by ​ 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 ​ is terminated during the Employment Period by ​ 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 ​ shall be deemed a resignation by Executive without Good Reason.

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.

When Does Termination Occur. The Executive’s employment with DeVry Group 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 DeVry Group at any time with or without Cause. Except as otherwise provided herein, any termination of the Employment Period by DeVry Group 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 DeVry Group is terminated during the Employment Period by DeVry Group 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 DeVry Group shall be deemed a resignation by Executive without Good Reason.

Applicable Law. The Plan and all rights hereunder shall be governed by the laws of Maryland, except to the extent preempted by federal law.