a6075497ex10_1.htm


    EXHIBIT
10.1

    DEVRY
INC.

    EXECUTIVE EMPLOYMENT
AGREEMENT

     

    THIS EXECUTIVE EMPLOYMENT AGREEMENT
(this “Agreement”)
is made and entered into as of October 12, 2009 (the “Effective
Date”), by and between DeVry Inc. (“DeVry”),
and Thomas C. Shepherd (the “Executive”).  DeVry
and the Executive are sometimes hereinafter referred to individually as a “Party”
and together as “Parties.”

     

    Unless
otherwise defined in the body of this Agreement, capitalized terms shall be
defined as provided in Appendix I to this Agreement.

     

    In
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:

     

    AGREEMENT

     

    1.   Employment
Period.  DeVry will employ the Executive, and the Executive
hereby accepts employment with DeVry, upon the terms and subject to the
conditions set forth in this Agreement.  The Executive’s employment
under this Agreement shall begin on the Effective Date and shall continue
thereafter until the first to occur of the events described in Section 8(a) (the
“Employment
Period”).

     

    2.   Position and
Duties.

     

    (a)  Title;
Responsibilities.  During the Employment Period, the Executive
will serve as the Executive Vice President and President, Ross University and
will have the normal duties, responsibilities and authority of that position,
subject to the power of the CEO to expand or limit such duties, responsibilities
and authority; provided, however, at all times, Executive’s duties,
responsibilities and authority shall be commensurate with such duties,
responsibilities and authority held by executives in comparable positions in
corporations of similar size and scope to DeVry in DeVry’s
industry.  The Executive shall report to the CEO or the CEO’s
designee.  In this trusted, executive position, the Executive will be
given access to DeVry’s Confidential Information.  The Executive shall
comply in all material respects with all applicable laws, rules and regulations
relating to the performance of the Executive’s duties and responsibilities
hereunder, including DeVry’s Code of Business Conduct and Ethics.

     

    3.   Compensation.

     

    (a)  Base
Salary.  The Executive’s shall receive a yearly Base Salary
under this Agreement established as of the Effective Date.  The
Executive’s Base Salary will be paid by DeVry in substantially equal bi-weekly
installments.  The Base Salary will be reviewed annually by the CEO in
coordination with the Compensation Committee and upon such review the Base
Salary may be increased by the CEO in coordination with the Compensation
Committee (but subject to any applicable DeVry policy, law, or exchange listing
requirement); provided,
however, the Base Salary under this Agreement, including as subsequently
adjusted upwards, may not be decreased thereafter except in the case of an
across-the-board percentage reduction in base salaries of executives at the
Executive’s level affecting such executives equally.  All amounts
payable to the Executive under this Agreement will be subject to all required
withholding by DeVry.

     

    
      
        
        

      

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

     

    4.   Management
Incentive.  In addition to the Base Salary, the Executive will
be eligible to receive an annual MIP Target payment under DeVry’s annual
Management Incentive Plan, as in effect from time to time, upon the achievement
of specific DeVry-wide and personal performance goals that will be determined
each fiscal year by the Executive’s direct supervisor and/or the Compensation
Committee as necessary and appropriate to comply with DeVry policy; provided,
however, the MIP Award may be based on a higher or lower percentage of the MIP
Target for performance which is in excess of target goals or below target goals,
respectively.  Any MIP Award due and owing hereunder with respect to
any fiscal year shall be paid no later than the fifteenth day of the third month
following the end of DeVry’s fiscal year in which the MIP Award was
earned.

     

    5.   Vacation.  The
Executive will be entitled to the number of weeks of vacation each fiscal year
equal to that of other executives at the Executive’s level.

     

    6.   Benefits.

     

    (a)  Other
Benefit Plans and Programs.  In addition to the Base Salary and
other compensation provided for in Section 3 and Section 4 above, the Executive
shall be eligible to participate in such health and welfare benefit plans
(including Executive’s eligible dependents) and any qualified and/or
non-qualified retirement plans of DeVry as may be in effect from time to
time; provided,
however, that participation shall be subject to all of the terms and conditions
of such plans, including, without limitation, all waiting periods, eligibility
requirements, vesting, contributions, exclusions and other similar conditions or
limitations.   Any and all benefits under any such plans shall
also be payable, if applicable, in accordance with the underlying terms and
conditions of such plan document.  Executive’s participation in the
foregoing plans and any perquisite programs will be on terms no less favorable
than afforded to executives at the Executive’s level, as in effect from time to
time.  DeVry, however, shall have the right in its sole discretion to
modify, amend or terminate such benefit plans and/or perquisite programs at any
time.  DeVry will reimburse the Executive for all reasonable business
expenses incurred by Executive in the course of performing Executive’s duties
and responsibilities under this Agreement which are consistent with DeVry’s
policies and procedures in effect from time to time.

     

    7.   Relocation
Expenses.  [RESERVED].

     

    
      
        
        

      

      
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    8.   Termination.

     

    (a)  When Does
Termination Occur.  The Executive’s employment with DeVry and
the Employment Period will end on the earlier of (i) the Executive’s death or
Permanent Disability, (ii) the Executive’s
resignation at any time with or without Good Reason, or (iii) termination
by DeVry at any time with or without Cause.  Except as otherwise
provided herein, any termination of the Employment Period by DeVry 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 is terminated during the Employment Period by DeVry
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 shall be deemed a resignation by Executive without Good
Reason.

     

    (b)  Termination
Due to Death or Permanent Disability.  If the Employment
Period is terminated pursuant to Section 8(a)(i) above, then, through the date
of termination of Executive’s employment with DeVry, the Executive will be
entitled to the Accrued Benefits payable no later than thirty (30) days
following Executive’s Termination Date.  Except as set forth in this
paragraph (b), the Executive will not be entitled to any other Base Salary,
severance, compensation or benefits from DeVry thereafter, other than those
previously earned under any of DeVry’s retirement plans or expressly required
under applicable law.

     

    (c)  Termination
by DeVry With Cause or By the Executive Without Good
Reason.  If the Employment Period is terminated by DeVry with Cause or if the
Executive resigns without Good Reason, then the Executive will only be entitled
to receive the Accrued Benefits payable no later than thirty (30) days following
Executive’s Termination Date.  Except as set forth in this paragraph
(c), the Executive will not be entitled to any other Base Salary, severance,
compensation or benefits from DeVry thereafter, other than those previously
earned under any of DeVry’s retirement plans or expressly required under
applicable law.  Within ten (10) days following notice of termination
with Cause, the Executive may request of the CEO an opportunity to cure the
Cause event, which request shall be determined by the CEO in the CEO’s sole
discretion.

     

    (d)  Termination
by DeVry Without Cause or By the Executive With Good
Reason.  If:

     

    (i)  the
Executive’s employment with DeVry is terminated during the Employment Period (A)
by DeVry without Cause or (B) by the Executive with Good Reason;
and

     

    (ii)  the
Executive executes a Release and such Release is not timely revoked by Executive
and becomes legally effective; and

     

    (iii)  the
Executive complies with the terms of this Agreement and the
Release,

     

    then the
Executive will be entitled to receive:

     

    
      
        
        

      

      
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    (A)  Accrued
Benefits.  the Accrued Benefits payable no later than thirty
(30) days following Executive’s Termination Date;

     

    (B)  Base
Salary and MIP Award.  payment of an amount equal to one (1)
times the sum of Executive’s Base Salary (at the rate then in effect) plus MIP
Target, which shall be payable in twelve (12) equal monthly payments commencing
with the first payroll period following the date the Release becomes legally
effective; and

     

    (C)  Other
Benefits.  the following “Additional
Benefits”:

     

    (I)  Pro-Rated
MIP Award.  Provided that Executive has been employed for not
less than six (6) months during the fiscal year during which Executive’s
Termination Date occurs, payment of a pro-rated MIP Award pursuant to Section 4
(based on the number of days in the fiscal year which have passed divided by
365) based upon accomplishment of the relevant performance targets for the
relevant fiscal year which includes the Executive’s Termination Date, which MIP
Award shall be payable in a lump sum payment at the time all other MIP Awards
for such fiscal year are paid to the other DeVry senior executives;

     

    (II)  Health
Continuation.  Twelve (12) 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 DeVry commencing with the first payroll period following the
Executive’s termination of employment and continuing until the earlier of (1)
the twelve (12) month anniversary of Executive’s Termination Date, or (2) 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, DeVry 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

     

    (III)  Outplacement
Services.  DeVry shall, at its sole expense, provide the
Executive with a six (6) month senior executive level outplacement program the
provider of which shall be selected by DeVry in DeVry’s sole discretion with
such expenses being payable to the outplacement service as soon as
administratively practicable but in no event later that the last day of the
calendar year immediately following the calendar year in which such expense was
incurred by the Executive.

     

    
      
        
        

      

      
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    (e)  Specified
Employee Six Month Delay Requirement.  Notwithstanding
the provisions of paragraph (d) immediately above, because DeVry is a “public
company” within the meaning of Code Section 409A, any amounts payable to the
Executive during the first six months and one day following the Termination Date
pursuant to paragraph (d) immediately above shall be deferred until the date
which is six months and one day following such Termination Date, with the first
payment being in an amount equal to the total amount to which the Executive
would otherwise have been entitled during the period following the Termination
Date of employment if the six-month deferral had not been
required.  Except as otherwise expressly provided in paragraph (d)
immediately above, all of the Executive’s rights to Base Salary, employee
benefits, severance and other compensation hereunder or under any policy or
program of DeVry which accrue or become payable on or after the termination of
the Employment Period will cease upon such Termination Date other than those
expressly required under applicable law.

     

    (f)  No Offset
or Mitigation.  Except for such monies due and owing DeVry, if
Executive’s employment with DeVry is terminated for any reason, DeVry will have
no right of offset, nor will Executive be under any duty or obligation to seek
alternative or substitute employment at any time after the effective date of
such termination or otherwise mitigate any amounts payable by DeVry to
Executive.

     

    9.   Change in
Control.

     

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

     

    (i)  during the
Change in Control Period, DeVry terminates the Executive’s employment without
Cause (other than for death or Disability) or the Executive terminates
employment for Good Reason, and

     

    (ii)  the
Executive executes the Release and such Release is not timely revoked by
Executive and becomes legally effective; and

     

    (iii)  the
Executive complies with the terms of this Agreement and the
Release,

     

    then the
Executive will be entitled to receive:

     

    (A)  Accrued
Benefits.  the Accrued Benefits payable no later than thirty
(30) days following Executive’s Termination Date;

     

    (B)  Base
Salary and MIP Award.  payment of an amount equal to one and
one-half (1-1/2) times the sum of Executive’s Base Salary (at the rate then in
effect) plus MIP Target, which shall be payable in eighteen (18) equal monthly
payments commencing with the first payroll period following the date the Release
becomes legally effective; and

     

    
      
        
        

      

      
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    (C)  Other
Benefits.  Additional Benefits as delineated in Section
8(d)(iii)(C) above except that in subsection (II) the reference to “twelve (12)
months” shall be changed to “eighteen (18) months” and in subsection (III) the
reference to “six (6) month” shall be changed to “nine (9) months.”

     

    (b)  Obligations
of DeVry upon Executive’s Death.  If the Executive’s employment
is terminated by reason of the Executive’s death during the Change in Control
Period, DeVry shall provide the Executive’s estate or beneficiaries with the
Accrued Benefits, and shall have no other severance obligations under this
Agreement.  The Accrued Benefits shall be paid to the Executive’s
estate or beneficiary, as applicable, within thirty (30) days following the
Termination Date.

     

    (c)  Obligations
of DeVry upon Executive’s Permanent Disability.  If the
Executive’s employment is terminated by reason of the Executive’s Permanent
Disability during the Change in Control Period, DeVry shall provide the
Executive with the Accrued Benefits, and shall have no other severance
obligations under this Agreement.  The Accrued Benefits shall be paid
to the Executive within thirty (30) days following the Termination
Date.

     

    (d)  Obligations
of DeVry upon Executive’s Termination Without Good Reason or DeVry’s Termination
of Executive With Cause During Change in Control Period.  If
the Executive’s employment is terminated for Cause during the Change in Control
Period or the Executive resigns during the Change in Control Period without Good
Reason, DeVry shall provide the Executive with the Accrued Benefits, and shall
have no other severance obligations under this Agreement.  In such
case, all Accrued Benefits shall be paid to the Executive within thirty (30)
days following the Termination Date.  For avoidance of doubt,
expiration of the Agreement during the Change in Control Period by action of the
Executive in accordance with Section 1 shall be deemed a resignation by
Executive without Good Reason.

     

    (e)  Anticipatory
Change in Control.  If a Change in Control occurs and if the
Executive’s employment with DeVry was terminated by DeVry without Cause within
six (6) months prior to the date such Change in Control occurred, and if it is
reasonably demonstrated by the Executive that such termination of employment (i)
was at the request of a third party who had taken steps reasonably calculated to
effect a Change in Control or (ii) otherwise arose in connection with or in
anticipation of a Change in Control, then Executive shall be deemed to have been
involuntarily terminated by DeVry without Cause during the Change in Control
Period and shall be eligible to receive the monies and benefits under Section
9(a) rather than Section 8(d) of the Agreement.

     

    10.   Confidential
Information.

     

    (a)  The
Executive recognizes and acknowledges that the continued success of DeVry and
its Affiliates depends upon the use and protection of a large body of
confidential and proprietary information and that the Executive will have access
to the entire universe of DeVry’s Confidential Information (as defined below in
Section 10(b)), as well as certain confidential information of other Persons
with which DeVry and its Affiliates do business, and that such information
constitutes valuable, special and unique property of DeVry, its Affiliates and
such other Persons.

     

    
      
        
        

      

      
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    (b)  Confidential
Information.  For purposes of this Agreement, DeVry’s “Confidential
Information” shall include DeVry and its Affiliates’ trade secrets as
defined under Delaware law, as well as any other information or material which
is not generally known to the public, and which:  (a) is generated,
collected by or utilized in the operations of DeVry or its Affiliates’ business
and relates to the actual or anticipated business, research or development of
DeVry, its Affiliates or DeVry and its Affiliates’ actual or prospective
Customers; or (b) is suggested by or results from any task assigned to the
Executive by DeVry or its Affiliates, or work performed by the Executive for or
on behalf of DeVry or its Affiliates.  Confidential Information shall
not be considered generally known to the public if the Executive or others
improperly reveal such information to the public without DeVry or its
Affiliates’ express written consent and/or in violation of an obligation of
confidentiality owed to DeVry or its Affiliates.  Confidential
Information includes, without limitation, the information, observations and data
obtained by the Executive while employed by DeVry concerning the business or
affairs of DeVry or its Affiliates, including information concerning acquisition
opportunities in or reasonably related to DeVry or its Affiliates’ business or
industry, the identities of and other information (such as databases) relating
to the current, former or prospective employees, suppliers and Customers of
DeVry or its Affiliates, development, transition and transformation plans,
methodologies and methods of doing business, strategic, marketing and expansion
plans, financial and business plans, financial data, pricing information,
employee lists and telephone numbers, locations of sales representatives, new
and existing customer or supplier programs and services, customer terms,
customer service and integration processes, requirements and costs of providing
service, support and equipment.

     

    (c)  The
Executive agrees to use DeVry’s Confidential Information only as necessary and
only in connection with the performance of Executive’s duties
hereunder.  The Executive shall not, without DeVry’s prior written
permission, directly or indirectly, utilize for any purpose other than for a
legitimate business purpose solely on behalf of DeVry or its Affiliates, or
directly or indirectly, disclose outside of DeVry or outside of the Affiliates,
any of DeVry’s Confidential Information, as long as such matters remain
Confidential Information.  The restrictions set forth in this
paragraph are in addition to and not in lieu of any obligations the Executive
may have by law with respect to DeVry’s Confidential Information, including any
obligations the Executive may owe under any applicable trade secrets statutes or
similar state or federal statutes.  This Agreement shall not prevent
the Executive from revealing evidence of criminal wrongdoing to law enforcement
or prohibit the Executive from divulging DeVry’s Confidential Information by
order of court or agency of competent jurisdiction.  However, the
Executive shall promptly inform DeVry of any such situations and shall take such
reasonable steps to prevent disclosure of DeVry’s Confidential Information until
DeVry or its relevant Affiliates have been informed of such requested disclosure
and DeVry has had an opportunity to respond to the court or agency.

     

    (d)  The
Executive understands that DeVry and its Affiliates will receive from third
parties confidential or proprietary information ("Third
Party Information") subject to a duty on DeVry or its Affiliates to
maintain the confidentiality of such information and to use it only for certain
limited purposes.  During the Employment Period and thereafter, and
without in any way limiting the foregoing provisions of this Section 10,
the Executive will hold Third Party Information in the strictest confidence and
will not disclose to anyone (other than personnel and consultants of DeVry and
its Affiliates who need to know such information in connection with their work
for DeVry or its Affiliates) or use Third Party Information unless expressly
authorized by such third party or by the CEO.

     

    
      
        
        

      

      
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    (e)  During the
Employment Period, the Executive will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employers or
any other person or entity to whom the Executive has an obligation of
confidentiality, and will not bring onto the premises of DeVry or its Affiliates
any unpublished documents or any property belonging to any former employer or
any other person or entity to whom the Executive has an obligation of
confidentiality unless consented to in writing by the former employer or such
other person or entity.  The Executive will use in the performance of
Executive’s duties only information which is (i) generally known and used
by persons with training and experience comparable to the Executive's and which
is (x) common knowledge in the industry or (y) otherwise legally in
the public domain, (ii) otherwise provided or developed by DeVry or its
Affiliates or (iii) in the case of materials, property or information
belonging to any former employer or other person or entity to whom the Executive
has an obligation of confidentiality, approved for such use in writing by such
former employer or other person or entity.

     

    11.   Return of
DeVry Property.  The Executive acknowledges and agrees that all
notes, records, reports, sketches, plans, unpublished memoranda or other
documents, whether in paper, electronic or other form (and all copies thereof),
held by the Executive concerning any information relating to the business of
DeVry or its Affiliates, whether confidential or not, are the property of DeVry
and its Affiliates.  The Executive will immediately deliver to DeVry
at the termination or expiration of the Employment Period, or at any other time
the CEO may request, all equipment, files, property, memoranda, notes, plans,
records, reports, computer tapes, printouts and software and other documents and
data (and all electronic, paper or other copies thereof) belonging to
DeVry  or its Affiliates which includes, but is not limited to, any
materials that contain, embody or relate to the Confidential Information, Work
Product or the business of DeVry or its Affiliates, which Executive may then
possess or have under Executive’s control.  The Executive will take
any and all actions reasonably deemed necessary or appropriate by DeVry or its
Affiliates from time to time in its sole discretion to ensure the continued
confidentiality and protection of the Confidential Information.  The
Executive will notify DeVry and the appropriate Affiliates promptly and in
writing of any circumstances of which the Executive has knowledge relating to
any possession or use of any Confidential Information by any Person other than
those authorized by the terms of this Agreement.

     

    12.   Intellectual
Property Rights.  The Executive acknowledges and agrees that
all inventions, technology, processes, innovations, ideas, improvements,
developments, methods, designs, analyses, trademarks, service marks, and other
indicia of origin, writings, audiovisual works, concepts, drawings, reports and
all similar, related, or derivative information or works (whether or not
patentable or subject to copyright), including but not limited to all resulting
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    copyright applications and registrations, and trademark applications and
registrations in and to any of the foregoing, along with the right to practice,
employ, exploit, use, develop, reproduce, copy, distribute copies, publish,
license, or create works derivative of any of the foregoing, and the right to
choose not to do or permit any of the aforementioned actions, which relate to
DeVry or Affiliates’ actual or anticipated Business, research and development or
existing or future products or services and which are conceived, developed or
made by the Executive while employed by DeVry or an Affiliate (collectively, the
"Work Product") belong to DeVry.  The Executive further acknowledges
and agrees that to the extent relevant, this Agreement constitutes a “work for
hire agreement” under the Copyright Act, and that any copyrightable work
(“Creation”) constitutes a “work made for hire” under the Copyright Act such
that DeVry is the copyright owner of the Creation.  To the extent that
any portion of the Creation is held not to be a “work made for hire” under the
Copyright Act, the Executive hereby irrevocably assigns to DeVry all right,
title and interest in such Creation.  All other rights to any new Work
Product and all rights to any existing Work Product are also hereby irrevocably
conveyed, assigned and transferred to DeVry pursuant to this
Agreement.  The Executive will promptly disclose and deliver such Work
Product to DeVry and, at DeVry's expense, perform all actions reasonably
requested by DeVry (whether during or after the Employment Period) to establish,
confirm and protect such ownership (including, without limitation, the execution
of assignments, copyright registrations, consents, licenses, powers of attorney
and other instruments).  All Work Product made within six months after
termination of the Executive's employment with DeVry will be presumed to have
been conceived during the Executive's employment with DeVry, unless the
Executive can prove conclusively that it was created after such
termination.

     

    13.   Non-Compete,
Non-Solicitation.

     

    (a)  In further
consideration of the compensation to be paid to the Executive hereunder, the
Executive acknowledges that in the course of Executive’s employment with DeVry,
Executive has, and will continue to, become familiar with DeVry's Confidential
Information, methods of doing business, business plans and other valuable
proprietary information concerning DeVry, its Affiliates, and their customers
and suppliers and that Executive’s services have been and will be of special,
unique and extraordinary value to DeVry and its Affiliates.  The
Executive agrees that, during the Employment Period and continuing for, as
applicable, (i) twelve (12) months thereafter, regardless of the reason for the
termination of Executive's employment other than under Section 9(a) above or
(ii) eighteen (18) months in the event of a termination under Section 9(a) above
(the "Restricted
Period"), the Executive will not, directly or indirectly, anywhere in the
Restricted Area:

     

    (i)  own,
manage, operate, or participate in the ownership, management, operation, or
control of, or be employed by, any entity which is in competition with the
Business of DeVry or its Affiliates in which the Executive would hold a position
with responsibilities that are entirely or substantially similar to any position
the Executive held during the last twelve (12) months of the Executive’s
employment with DeVry or in which the Executive would have responsibility for
and access to confidential information that is similar to or relevant to that
which the Executive had access to during the last twelve (12) months of the
Executive’s employment with DeVry; or

     

    
      
        
        

      

      
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    (ii)  provide
services to any person or entity that engages in any business that is similar
to, or competitive with DeVry or its Affiliates’ Business if doing so would
require the Executive to use or disclose DeVry’s Confidential
Information.

     

    Nothing
herein will prohibit the Executive from being a passive owner of not more than
one percent (1%) of the outstanding stock of any class of a corporation which is
publicly traded, so long as the Executive has no active participation in the
business of such corporation.

     

    (b)  During the
Restricted Period, the Executive will not, directly or indirectly, in any
manner:  (i) hire or engage, or recruit, solicit or otherwise
attempt to employ or retain or enter into any business relationship with, any
Person who is or was an employee of or consultant to DeVry or its Affiliates
within the twelve (12) month period immediately preceding the termination of
Executive's employment, (ii) induce or attempt to induce any person who is
or was an employee of, or consultant to, DeVry or its Affiliates within the
twelve (12) month period immediately preceding the termination of Executive's
employment, to leave the employ of DeVry or the relevant Affiliates, or in any
way interfere with the relationship between DeVry, its Affiliates and any of
their employees or consultants, (iii) employ or retain or enter into any
business relationship with any person who was an employee of or consultant to
DeVry or its Affiliates within the twelve (12) month period immediately
preceding the termination of Executive's employment, or (iv) recommend the
hiring of, or provide a reference for any person who was an employee of or
consultant to DeVry or its Affiliates (provided, however that the Executive may
hire former employees and consultants to DeVry and its Affiliates after such
former employees or consultants have ceased to be employed or otherwise engaged
by DeVry or its Affiliates for a period of at least twelve (12)
months).

     

    (c)  During the
Restricted Period, the Executive will not, directly or
indirectly:  (i) call on, solicit or service any Customer with
the intent of selling or attempting to sell any service or product similar to,
or competitive with, the services or products sold by DeVry or its Affiliates as
of the date of the termination of Executive's employment, or (ii) in any way
interfere with the relationship between DeVry, its Affiliates and any Customer,
supplier, licensee or other business relation (or any prospective Customer,
supplier, licensee or other business relationship) of DeVry or its Affiliates
(including, without limitation, by making any negative or disparaging statements
or communications regarding DeVry, its Affiliates or any of their operations,
officers, directors or investors).  This non-solicitation provision
applies to those Customers, suppliers, licensees or other business relationships
of DeVry with whom the Executive: (1) has had contact or has solicited at
any time in the twelve (12) month period of time preceding the termination of
the Executive's employment; (2) has supervised the services of any of
DeVry's or Affiliates’ employees who have had any contact with or have solicited
at any time during the twelve (12) month period of time preceding the
termination of Executive's employment; or (3) has had access to any
Confidential Information about such Customers, suppliers, licensees or other
business relationships at any time during the twelve (12) month period of time
preceding the termination of Executive’s employment.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (d)  The
Executive acknowledges and agrees that the restrictions contained in this
Section 13 with respect to time, geographical area and scope of activity are
reasonable and do not impose a greater restraint than is necessary to protect
the goodwill and other legitimate business interests of DeVry and its
Affiliates.  In particular, the Executive agrees and acknowledges that
DeVry is currently engaging in Business and actively marketing its services and
products throughout the Restricted Area, that Executive's duties and
responsibilities for DeVry and/or its Affiliates are co-extensive with the
entire scope of DeVry's Business, that DeVry has spent significant time and
effort developing and protecting the confidentiality of their methods of doing
business, technology, customer lists, long term customer relationships and trade
secrets and that such methods, technology, customer lists, customer
relationships and trade secrets have significant value.  However, if,
at the time of enforcement of this Section 13, a court holds that the duration,
geographical area or scope of activity restrictions stated herein are
unreasonable under circumstances then existing or impose a greater restraint
than is necessary to protect the goodwill and other business interests of DeVry
and its Affiliates, the Parties agree that the maximum duration, scope or area
reasonable under such circumstances will be substituted for the stated duration,
scope or area and that the court will be allowed to revise the restrictions
contained herein to cover the maximum duration, scope and area permitted by law,
in all cases giving effect to the intent of the parties that the restrictions
contained herein be given effect to the broadest extent possible.  The
existence of any claim or cause of action by the Executive against DeVry,
whether predicated on this Agreement or otherwise, will not constitute a defense
to the enforcement by DeVry of the provisions of Sections 10, 11, 12 or
this Section 13, which Sections will be enforceable notwithstanding the
existence of any breach by DeVry.  Notwithstanding the foregoing, the
Executive will not be prohibited from pursuing such claims or causes of action
against DeVry.  The Executive consents to DeVry notifying any future
employer of the Executive of the Executive's obligations under Sections 10, 11,
12 and this Section 13 of this Agreement.

     

    (e)  In the
event of the breach or a threatened breach by the Executive of any of the
provisions of Sections 10, 11, 12 or this Section 13, DeVry, in addition and
supplementary to any other rights and remedies existing in its favor, will be
entitled to seek specific performance and/or injunctive or other equitable
relief (in the form of a temporary restraining order, preliminary injunction
and/or permanent injunction) from a court of competent jurisdiction in order to
enforce or prevent any violations of the provisions hereof.

     

    (f)  Upon the
Executive’s written request, the CEO may, in the CEO’s sole discretion, permit
the Executive to engage in certain work or activity that is otherwise prohibited
by this Agreement, if and only if the Executive first provides the CEO with
written evidence satisfactory to the CEO, including assurances from any new
employer of the Executive, that the contribution of Executive’s knowledge to
that work or activity will not cause the Executive to disclose, base judgment
upon, or use DeVry’s trade secrets or other Confidential
Information.  The Executive shall not engage in such work or activity
unless and until the Executive receives written consent from the
CEO.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (g)  Neither
the CEO’s consent under Section 13(f) nor DeVry’s failure to seek enforcement of
any restrictive covenant under this Agreement shall be deemed a consent or
waiver by DeVry of any subsequent breach of this Agreement by the Executive and
DeVry shall have the right to seek enforcement of this Agreement against the
Executive for any breach not specifically consented to in writing by the CEO or
DeVry.

     

    14.   Executive’s
Representations.
[RESERVED].

     

    15.   Survival.  Any provisions
which by its nature is intended to survive and continue in full force in
accordance with its terms shall continue notwithstanding the termination of the
Employment Period.

     

    16.   Notices. Any notice provided for in
this Agreement will be in writing and will be either personally delivered, sent
by reputable overnight courier service, sent by facsimile (with hard copy to
follow by regular mail) or mailed by first class mail, return receipt requested,
to the recipient at the address below indicated:

     

    
      
        	 
      	
                Notices to the
      Executive:

              
	 
      	 
      
	 
      	
                Thomas
      C. Shepherd

              
	 
      	
                At
      such home address which is currently on record with
  DeVry

              
	 
      	 
      
	 
      	
                Notices to
      DeVry:

              
	 	 
	 
      	
                DeVry
      Inc.

              
	 
      	
                Attn:  President
      and Chief Executive Officer

              
	 
      	
                One
      Tower Lane

              
	 
      	
                Oakbrook
      Terrace, IL 60181

              
	 
      	 
      
	 
      	
                with copies to (which
      will not constitute notice to DeVry):

              
	 
      	 
      
	 
      	
                Eugene
      Jacobs, Esq.

              
	 
      	
                Seyfarth
      Shaw LLP

              
	 
      	
                131
      S. Dearborn Street, Suite 2400

              
	 
      	
                Chicago,
      IL 60603

              


      

    

     

    or such
other address or to the attention of such other person as the recipient Party
will have specified by prior written notice to the sending Party.  Any
notice under this Agreement will be deemed to have been given when so delivered,
sent or mailed.

     

    17.   Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any action in any other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.

     

    
      
        
        

      

      
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    18.   Complete
Agreement.  This Agreement
embodies the complete agreement and understanding among the Parties and
supersedes and preempts any prior understandings, agreements or representations
by or among the Parties, written or oral, which may have related to the subject
matter hereof in any way.

     

    19.   Counterparts. This Agreement may be
executed in separate counterparts (including by facsimile signature pages), each
of which is deemed to be an original and all of which taken together constitute
one and the same agreement.

     

    20.   No Strict
Construction.  The parties
hereto jointly participated in the negotiation and drafting of this
Agreement.  The language used in this Agreement will be deemed to be
the language chosen by the parties hereto to express their collective mutual
intent, this Agreement will be construed as if drafted jointly by the parties
hereto, and no rule of strict construction will be applied against any
Person.

     

    21.   Successors
and Assigns.  This Agreement is
intended to bind and inure to the benefit of and be enforceable by the
Executive, DeVry and their respective heirs, successors and
assigns.  The Executive may not assign Executive’s rights or delegate
Executive’s duties or obligations hereunder without the prior written consent of
DeVry.  DeVry may not assign its rights and obligations hereunder,
without the consent of, or notice to, the Executive, with the sole exception
being a sale to any Person that acquires all or substantially all of DeVry
whether stock or assets, in which case such consent of the Executive is not
necessary.

     

    22.   Choice of
Law; Exclusive Venue.
THIS AGREEMENT, AND ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT, WILL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR
PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF DELAWARE.  SUBJECT TO SECTION 24 OF THIS AGREEMENT, THE PARTIES
AGREE THAT ALL LITIGATION ARISING OUT OF OR RELATING TO SECTIONS 10, 11, 12 OR
13 OF THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN DELAWARE (COLLECTIVELY THE
“DESIGNATED
COURTS”).  EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS.  WITH RESPECT TO
LITIGATION UNDER SECTIONS 10, 11, 12 OR 13 OF THIS AGREEMENT, EACH PARTY HEREBY
IRREVOCABLY WAIVES ALL CLAIMS OR DEFENSES OF LACK OF PERSONAL JURISDICTION OR
ANY OTHER JURISDICTION DEFENSE, AND ANY OBJECTION WHICH SUCH PARTY MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING IN ANY
DESIGNATED COURT, INCLUDING ANY RIGHT TO OBJECT ON THE BASIS THAT ANY DISPUTE,
ACTION, SUIT OR PROCEEDING BROUGHT IN THE DESIGNATED COURTS HAS BEEN BROUGHT IN
AN IMPROPER OR INCONVENIENT FORUM OR VENUE.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    23.   Dispute
Resolution.
Notwithstanding anything to the contrary, any and all other disputes,
controversies or questions arising under, out of, or relating to this Agreement
(or the breach thereof), or, the Executive’s employment with DeVry or
termination thereof, other than those disputes relating to Executive’s alleged
violations of Sections 10 (Confidential Information), 11 (return of property),
12 (intellectual property) and 13 (covenants of noncompete and nonsolicitation)
of this Agreement, shall be referred for binding arbitration in Chicago,
Illinois to a neutral arbitrator (who is licensed to practice law in any State
within the United States of America) selected by the Executive and DeVry and
this shall be the exclusive and sole means for resolving such
dispute.  Such arbitration shall be conducted in accordance with the
National Rules for Resolution of Employment Disputes of the American Arbitration
Association.  The arbitrator shall have the discretion to award
reasonable attorneys' fees, costs and expenses to the prevailing
party.  Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.  This Section 24
does not apply to any action by DeVry to enforce Sections 10, 11, 12 and 13 of
this Agreement and does not in any way restrict DeVry’s rights under Section 22
of this Agreement.

     

    24.   Mutual
Waiver of Jury Trial.  IN THE EVENT OF
LITIGATION AS PERMITTED UNDER SECTION 22 (AND SUBJECT TO SECTION 23) OF THIS
AGREEMENT, DEVRY AND THE EXECUTIVE EACH WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL
BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, AS
PERTAINS TO A CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE UNDER SECTIONS 10, 11,
12 OR 13 OF THIS AGREEMENT.  DEVRY AND THE EXECUTIVE EACH AGREE THAT
ANY SUCH CLAIM OR CAUSE OF ACTION WILL BE TRIED BY A COURT TRIAL WITHOUT A
JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT
THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF SECTIONS 10, 11, 12 OR 13
OF THIS AGREEMENT.  THIS WAIVER WILL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO SECTIONS 10, 11, 12 OR 13
OF THIS AGREEMENT.

     

    25.   Indemnification.  In addition to
any rights to indemnification to which the Executive is entitled under DeVry’s
charter and by-laws, to the extent permitted by applicable law, DeVry will
indemnify, from the assets of DeVry supplemented by insurance in an amount
determined by DeVry, the Executive at all times, during and after the Employment
Period, and, to the maximum extent permitted by applicable law, shall pay the
Executive’s expenses (including reasonable attorneys’ fees and expenses, which
shall be paid in advance by DeVry as incurred, subject to recoupment in
accordance with applicable law) in connection with any threatened or actual
action, suit or proceeding to which the Executive may be made a party, brought
by any shareholder of DeVry directly or derivatively or by any third party by
reason of any act or omission or alleged act or omission in relation to any
affairs of DeVry or any subsidiary or affiliate of DeVry of the Executive as an
officer, director or employee of DeVry or of any subsidiary or affiliate of
DeVry.  DeVry shall use its best efforts to maintain during the
Employment Period and thereafter insurance coverage sufficient in the
determination of the Board to satisfy any indemnification obligation of DeVry
arising under this Section 25.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    26.   Nondisparagement. Executive agrees that both
during the Employment Period and thereafter, the Executive shall not make or
publish any statements or comments that disparage or injure the reputation or
goodwill of DeVry or any of its affiliates, or any of its or their respective
officers or directors, or otherwise make any oral or written statements that a
reasonable person would expect at the time such statement is made to likely have
the effect of diminishing or injuring the reputation or goodwill of DeVry, or
any of its affiliates, or any of its or their respective officers or directors;
provided, however, nothing herein shall prevent the Executive from providing any
information that may be compelled by law.

     

    27.   Assistance
in Proceedings.
During the Employment Period and thereafter, the Executive will cooperate
with DeVry in any internal investigation or administrative, regulatory or
judicial proceeding as reasonably requested by DeVry (including, without
limitation, the Executive being available to DeVry upon reasonable notice for
interviews and factual investigations, appearing at DeVry’s request to give
testimony without requiring service of a subpoena or other legal process,
volunteering to DeVry all pertinent information and turning over to DeVry all
relevant documents which are or may come into the Executive's possession, all at
times and on schedules that are reasonably consistent with the Executive’s other
permitted activities and commitments).  In the event DeVry requires
the Executive’s cooperation in accordance with this Section 27, DeVry will
pay the Executive a reasonable per diem as determined by the Board and reimburse
the Executive for reasonable expenses incurred in connection therewith
(including lodging and meals, upon submission of receipts).

     

    28.   Amendment
and Waiver. The
provisions of this Agreement may be amended or waived only with the prior
written consent of DeVry and the Executive or pursuant to Section 17, and no
course of conduct or course of dealing or failure or delay by any Party hereto
in enforcing or exercising any of the provisions of this Agreement will affect
the validity, binding effect or enforceability of this Agreement or be deemed to
be an implied waiver of any provision of this Agreement.

     

    *    *    *    *    *

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement as of the Effective
Date.

     

    
      	 	DEVRY
      INC.
	 	 	 
	 	 	 
	 
      	By:	
              /s/ Daniel M. Hamburger

            
	 
      	 	 
      
	 
      	Printed:  Daniel
      M. Hamburger
	 
      	Title:  President
      and Chief Executive Officer
	 
      	 	 
      
	 
      	EXECUTIVE
	 
      	 	 
      
	 
      	 	 
      
	 
      	/s/ Thomas C. Shepherd
	 
      	 	 
      
	 
      	Printed:  Thomas
      C. Shepherd
	 	 


    

     

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    APPENDIX
I

     

    DEFINITIONS

     

    “Accrued
Benefits” means (a) Base Salary earned through the Termination Date; (b)
except in the event of a termination by DeVry with Cause, the balance of any
awarded (i.e., the amount and payment of the specific award has been fully
approved by the Board) but as yet unpaid, annual cash incentive or other
incentive awards for any fiscal year prior to the fiscal year during which the
Executive’s Termination Date occurs; (c) a payment representing the Executive’s
accrued but unused vacation; and (d) anything in this Agreement to the contrary
notwithstanding, (i) the payment of any vested, but not forfeited, benefits as
of the Termination Date under DeVry’s employee benefit plans payable in
accordance with the terms of such plans and (ii) the availability of such
benefit continuation and conversion rights to which Executive is entitled in
accordance with the terms of such plans.

     

    “Affiliates”
means any company, directly or indirectly, controlled by, controlling or under
common control with DeVry, including, but not limited to, DeVry’s subsidiary
entities, parent, partners, joint ventures, and predecessors, as well as its
successors and assigns.

     

    “Board”
means the Board of Directors of DeVry Inc.

     

    “Business”
means (a) the provision of educational services to individuals at the secondary
through post-secondary levels of education and/or training services to
individuals seeking professional certifications or professional education by (i)
a market funded institution offering degree and non-degree programs (ii) at
classroom locations in multiple states and/or through an online curriculum
delivery mechanism, and (b) any other business directly engaged in by DeVry and
its Affiliates during the Employment Period.

     

    “Cause”
means (i) the commission of a felony or other crime involving moral turpitude or
the commission of any other act or omission involving misappropriation,
dishonesty, fraud, illegal drug use or breach of fiduciary duty, (ii) willful
failure to perform duties as reasonably directed by the CEO or the CEO’s
designee, (iii) the Executive’s gross negligence or willful misconduct with
respect to the performance of the Executive’s duties hereunder, (iv) obtaining
any personal profit not fully disclosed to and approved by the Board in
connection with any transaction entered into by, or on behalf of, DeVry, or (v)
any other material breach of this Agreement or any other agreement between the
Executive and DeVry.

     

    “CEO”
means the President and Chief Executive Officer of DeVry Inc.

     

    “Change in
Control” means such term as defined in the DeVry Inc. Incentive Plan of
2005.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Change in
Control Period” means the period commencing on the date of a Change in
Control and ending on the twelve (12) month anniversary of such
date.

     

    “Code”
means the Internal Revenue Code of 1986, as amended.

     

    “Code of
Business Conduct and Ethics” means such code as maintained by DeVry Inc.,
as amended from time to time.

     

    “Compensation
Committee” means that committee of the Board which shall have authority
over the compensation (cash and non-cash) of certain aspects of DeVry,
including, but not limited to, all officers and executives of DeVry, including
DeVry’s Chief Executive Officer, and all option grants for any employee,
executive, officer, director or consultant of DeVry.

     

    “Copyright
Act” means the United States Copyright Act of 1976, as
amended.

     

    “Customer”
means any Person:

     

    (a)           who
purchased products or services from DeVry or any of its Affiliates during the
twelve (12) month period prior to the date of termination of the Executive's
employment; or

     

    (b)           to
whom DeVry or any of its Affiliates solicited the sale of its products or
services during the twelve (12) month period prior to the date of termination of
the Executive’s employment.

     

    “Good
Reason” means, without the Executive’s consent, (i) material diminution
in title, duties, responsibilities or authority; (ii) reduction of Base Salary,
MIP Target or employee benefits except for across-the-board changes for
executives at the Executive’s level; (iii) exclusion from executive
benefit/compensation plans; (iv) material breach of the Agreement that DeVry has
not cured within thirty (30) days after the Executive has provided DeVry notice
of the material breach which shall be given within sixty (60) days of the
Executive’s knowledge of the occurrence of the material breach; or (v)
resignation in compliance with securities, corporate governance or other
applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to
such Executive.  For avoidance of doubt, a change in reporting
relationship to the CEO’s designee shall not constitute “Good
Reason.”

     

    “MIP
Award” means the amount actually awarded Executive under DeVry’s annual
Management Incentive Plan, as in effect from time to time, upon the achievement
of specific DeVry-wide and personal performance goals of the Executive that will
be determined each fiscal year by the Executive’s direct supervisor and/or the
Compensation Committee as necessary and appropriate to comply with DeVry
policy.

     

    “MIP
Target” means the percentage of Executive’s Base Salary established as
the target under DeVry’s Management Incentive Plan, as adjusted from time to
time.

     

    “Permanent
Disability” means mental, physical or other illness, disease or injury,
which has prevented the Executive from substantially performing Executive’s
duties hereunder for the greater of:  (a) the eligibility waiting
period under DeVry’s long term disability Plan, if any, (b) an aggregate of six
(6) months in any twelve (12) month period, or (c) a period of three (3)
consecutive months.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Person”
means any natural person, corporation, general partnership, limited partnership,
limited liability company or partnership, proprietorship, other business
organization, trust, union, association or governmental or regulatory entities,
department, agency or authority.

     

    “Release”
means the waiver and release agreement generally used by DeVry for executives,
as amended from time to time.

     

    “Restricted
Area” means (a) throughout the world, but if such area is determined by
judicial action to be too broad, then it means (b) within North America, but if
such area is determined by judicial action to be too broad, then it means (c)
within the continental United States, but if such area is determined by judicial
action to be too broad, then it means (d) within any state in which DeVry and
its Affiliates is engaged in Business.

     

    “Termination
Date” means the last day of Executive’s employment with DeVry
Inc.

     

     

    3