Exhibit 10(gg)


 


DEVRY EDUCATION GROUP INC.

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT






THIS AMENDED AND
RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of
July 1, 2014 (the “Amendment Effective Date”), by and between DeVry Education
Group Inc. (“DeVry Group”), and Robert Paul (the “Executive”) and amends and
restates that certain Executive Employment Agreement dated as of June 1, 2011 (the “Effective Date”)
by and between DeVry Group and Executive. DeVry Group 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 Group will employ the Executive, and the Executive hereby accepts employment with DeVry Group, 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. Beginning on the Amendment Effective Date, the Executive will serve as the President, DeVry 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 Group in DeVry Group’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 Group’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 Group’s Code of Business Conduct
and Ethics.


  


 


 




    	 	1	 



     


    

 





 


3.          Compensation.


 


(a)          Base
Salary. The Executive’s Base Salary under this Agreement shall be at the initial rate of $380,000. The Executive’s
Base Salary will be paid by DeVry Group 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 Group 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 Group.


 


(b)          Equity
Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as determined by DeVry
Group, the Board and/or Compensation Committee as necessary and appropriate to comply with DeVry Group policy, applicable law,
or exchange listing requirements, under DeVry Group’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 Group’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific DeVry Group-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 Group 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 Group’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.


 




    	 	2	 



     


    

   





 





6.          Benefits.
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 Group 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 Group, 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 Group 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 Group’s policies and procedures in effect from time to time.


 


7.          Relocation
Expenses. [RESERVED].


 


8.          Termination.


 


(a)          When
Does Termination Occur. The Executive’s employment with DeVry Group 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 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.


 


(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 Group, 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 Group thereafter, other
than those previously earned under any of DeVry Group’s retirement plans or expressly required under applicable law.


 




    	 	3	 



     


    

  





 



(c)          Termination
by DeVry Group With Cause or By the Executive Without Good Reason. If the Employment Period is terminated by DeVry Group
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 Group thereafter, other
than those previously earned under any of DeVry Group’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 Group Without Cause or By the Executive With Good Reason. If:


 


(i)          the
Executive’s employment with DeVry Group is terminated during the Employment Period (A) by DeVry Group 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:


 


(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


 




    	 	4	 



     


    

  





 



 (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 Group senior executives;


 


(II)        Health
Continuation. Eighteen (18) 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 Group commencing with the first payroll period following the
Executive’s termination of employment and continuing until the earlier of (1) the eighteen (18) 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 Group 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 Group shall, at its sole expense, provide the Executive with a nine (9) month senior executive level outplacement
program the provider of which shall be selected by DeVry Group in DeVry Group’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.


 




    	 	5	 



     


    




 





 



(e)          Specified
Employee Six Month Delay Requirement. Notwithstanding the provisions of paragraph (d) immediately above, because DeVry
Group 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 Group 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 Group, if Executive’s employment with DeVry Group
is terminated for any reason, DeVry Group 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 Group to Executive.


 


9.          Change
in Control.


 


(a)          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:


 


(i)          during
the Change in Control Period, DeVry Group 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;


 




    	 	6	 



     


    

 





  


(B)         Base
Salary and MIP Award. payment of an amount equal to two (2) times the sum of Executive’s Base Salary (at the rate
then in effect) plus MIP Target, which shall be payable in twenty-four (24) equal monthly payments commencing with the first payroll
period following the date the Release becomes legally effective; and


 


(C)         Other
Benefits. Additional Benefits as delineated in Section 8(d)(iii)(C) above except that in subsection (II) the reference
to “eighteen (18) months” shall be changed to “twenty-four (24) months” and in subsection (III) the reference
to “nine (9) month” shall be changed to “twelve (12) months.”


 


(b)          Obligations
of DeVry Group 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 Group 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 Group 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 Group 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 Group upon Executive’s Termination Without Good Reason or DeVry Group’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 Group 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.


 




    	 	7	 



     


    

 





 



(e)          Anticipatory
Change in Control. If a Change in Control occurs and if the Executive’s employment with DeVry Group was terminated
by DeVry Group 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 Group 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 Group 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
Group’s Confidential Information (as defined below in Section 10(b)), as well as certain confidential information of other
Persons with which DeVry Group and its Affiliates do business, and that such information constitutes valuable, special and unique
property of DeVry Group, its Affiliates and such other Persons.


 


(b)          Confidential
Information. For purposes of this Agreement, DeVry Group’s “Confidential Information” shall
include DeVry Group 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 Group or its Affiliates’ business and relates to the actual or anticipated business, research or development of DeVry
Group, its Affiliates or DeVry Group and its Affiliates’ actual or prospective Customers; or (b) is suggested by or results
from any task assigned to the Executive by DeVry Group or its Affiliates, or work performed by the Executive for or on behalf of
DeVry Group 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 Group or its Affiliates’ express written consent
and/or in violation of an obligation of confidentiality owed to DeVry Group or its Affiliates. Confidential Information includes,
without limitation, the information, observations and data obtained by the Executive while employed by DeVry Group concerning the
business or affairs of DeVry Group or its Affiliates, including information concerning acquisition opportunities in or reasonably
related to DeVry Group 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 Group 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.


 




    	 	8	 



     


    

 





 





(c)          The
Executive agrees to use DeVry Group’s Confidential Information only as necessary and only in connection with the performance
of Executive’s duties hereunder. The Executive shall not, without DeVry Group’s prior written permission, directly
or indirectly, utilize for any purpose other than for a legitimate business purpose solely on behalf of DeVry Group or its Affiliates,
or directly or indirectly, disclose outside of DeVry Group or outside of the Affiliates, any of DeVry Group’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 Group’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 Group’s Confidential Information by order of court or agency of competent jurisdiction. However,
the Executive shall promptly inform DeVry Group of any such situations and shall take such reasonable steps to prevent disclosure
of DeVry Group’s Confidential Information until DeVry Group or its relevant Affiliates have been informed of such requested
disclosure and DeVry Group has had an opportunity to respond to the court or agency.


 


(d)          The
Executive understands that DeVry Group and its Affiliates will receive from third parties confidential or proprietary information
("Third Party Information") subject to a duty on DeVry Group 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 Group and its Affiliates who need to
know such information in connection with their work for DeVry Group or its Affiliates) or use Third Party Information unless expressly
authorized by such third party or by the CEO.


 




    	 	9	 



     


    

 





 



(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 Group 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
Group 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 Group 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 Group or its Affiliates, whether confidential or not, are the property of DeVry
Group and its Affiliates. The Executive will immediately deliver to DeVry Group 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
Group 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 Group 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 Group 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 Group 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.


 




    	 	10	 



     


    

 





 



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 patent applications, issued patents, copyrights, 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 Group 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 Group or an Affiliate (collectively, the "Work Product")
belong to DeVry Group. 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 Group 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 Group 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
Group pursuant to this Agreement. The Executive will promptly disclose and deliver such Work Product to DeVry Group and, at DeVry
Group's expense, perform all actions reasonably requested by DeVry Group (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 Group will be presumed to have been conceived during the Executive's employment with DeVry Group, 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 Group, Executive has, and will continue to, become familiar with DeVry Group's Confidential
Information, methods of doing business, business plans and other valuable proprietary information concerning DeVry Group, 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 Group and its Affiliates. The Executive agrees that, during the Employment Period and continuing for, as applicable,
(i) eighteen (18) months thereafter, regardless of the reason for the termination of Executive's employment other than under Section
9(a) above or (ii) twenty-four (24) 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:


 




    	 	11	 



     


    

 





 


(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 Group 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 Group 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 Group; or


 


(ii)         provide
services to any person or entity that engages in any business that is similar to, or competitive with DeVry Group or its Affiliates’
Business if doing so would require the Executive to use or disclose DeVry Group’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 any Person who is or was an employee of or consultant to DeVry Group 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 Group or its Affiliates within the twelve (12) month
period immediately preceding the termination of Executive's employment, to leave the employ of DeVry Group or the relevant Affiliates,
or in any way interfere with the relationship between DeVry Group, its Affiliates and any of their employees or consultants, or
(iii) recommend the hiring of, or provide a reference for any person who was an employee of or consultant to DeVry Group or its
Affiliates (provided, however that the Executive may hire former employees and consultants to DeVry Group and its Affiliates after
such former employees or consultants have ceased to be employed or otherwise engaged by DeVry Group or its Affiliates for a period
of at least twelve (12) months).


 




    	 	12	 



     


    

 








 


(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 Group 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 Group, its Affiliates and any Customer, supplier, licensee or other business relation (or any prospective
Customer, supplier, licensee or other business relationship) of DeVry Group or its Affiliates (including, without limitation, by
making any negative or disparaging statements or communications regarding DeVry Group, 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 Group 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
Group'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.


 


(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 Group and its Affiliates. In particular, the Executive agrees and acknowledges that DeVry Group is
currently engaging in Business and actively marketing its services and products throughout the Restricted Area, that Executive's
duties and responsibilities for DeVry Group and/or its Affiliates are co-extensive with the entire scope of DeVry Group's Business,
that DeVry Group 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 Group
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 Group, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by DeVry
Group 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 Group. Notwithstanding the foregoing, the Executive will not be prohibited from pursuing such
claims or causes of action against DeVry Group. The Executive consents to DeVry Group notifying any future employer of the Executive
of the Executive's obligations under Sections 10, 11, 12 and this Section 13 of this Agreement.


 




    	 	13	 



     


    

 


 


 






(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 Group, 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 Group’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.


 


(g)          Neither
the CEO’s consent under Section 13(f) nor DeVry Group’s failure to seek enforcement of any restrictive covenant under
this Agreement shall be deemed a consent or waiver by DeVry Group of any subsequent breach of this Agreement by the Executive and
DeVry Group 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 Group.


 


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:


 




    	 	14	 



     


    

 





 






Notices to the Executive:


 


Robert Paul


At such home address which is currently on record with
DeVry Group


 


Notices to DeVry Group:


 


DeVry Education Group Inc.


Attn: President and Chief Executive Officer


3005 Highland Parkway


Downers Grove, IL 60515-5799


 


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


 


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.


 


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.


 




    	 	15	 



     


    

 





  


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
Group 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 Group. DeVry Group 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 Group 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.


 




    	 	16	 



     


    

 





 


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 Group 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 Group 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 Group to enforce Sections 10, 11, 12 and 13 of this
Agreement and does not in any way restrict DeVry Group’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 GROUP 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 GROUP 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.


 




    	 	17	 



     


    

 


 


 


25.         Indemnification.
In addition to any rights to indemnification to which the Executive is entitled under DeVry Group’s charter and by-laws,
to the extent permitted by applicable law, DeVry Group will indemnify, from the assets of DeVry Group supplemented by insurance
in an amount determined by DeVry Group, 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 Group 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 Group 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 Group or any subsidiary or Affiliate of DeVry Group of the Executive as an officer, director or employee
of DeVry Group or of any subsidiary or Affiliate of DeVry Group. DeVry Group 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 Group arising under this Section 25.


 


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 Group 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 Group, 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 Group in any internal
investigation or administrative, regulatory or judicial proceeding as reasonably requested by DeVry Group (including, without limitation,
the Executive being available to DeVry Group upon reasonable notice for interviews and factual investigations, appearing at DeVry
Group’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to DeVry Group
all pertinent information and turning over to DeVry Group 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 Group requires the Executive’s cooperation in accordance with this Section 27, DeVry Group 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).


 




    	 	18	 



     


    

 





 


28.         Amendment
and Waiver.  The provisions of this Agreement may be amended or waived only with the prior written consent of DeVry Group
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.


 


*   *   *   *   *


 


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


 





	 	DEVRY EDUCATION GROUP INC.
	 	 
	 	By: 	 
	 	 
	 	Printed:  Daniel M. Hamburger
	 	Title:  President and Chief Executive Officer
	 	 
	 	EXECUTIVE
	 	 
	 	 
	 	Printed:  Robert Paul
	 	 
	 	 
	 	Date:
	 	 







 




    	 	19	 



     


    




 





 



APPENDIX I


 


DEFINITIONS


 


“Accrued
Benefits” means (a) Base Salary earned through the Termination Date; (b) except in the event of a termination by
DeVry Group 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 Group’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 Group, including, but
not limited to, DeVry Group’s subsidiary entities, parent, partners, joint ventures, and predecessors, as well as its successors
and assigns.


 


“Base Salary”
means the amount specified in Section 3(a) of the Agreement, as adjusted from time to time.


 


“Board”
means the Board of Directors of DeVry Education Group 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 Group 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 Group, or (v) any other material breach
of this Agreement or any other agreement between the Executive and DeVry Group.


 




    	 	20	 



     


    

 









 


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


 


“Change
in Control” means such term as defined in the DeVry Education Group Inc. Incentive Plan of 2013.


 


“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 Education Group 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 Group, including, but not limited to, all officers and executives of DeVry Group, including DeVry Group’s
Chief Executive Officer, and all option grants for any employee, executive, officer, director or consultant of DeVry Group.


 


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


 


“Customer”
means any Person:


 


(a)          who
purchased products or services from DeVry Group 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 Group 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 Group has not cured
within thirty (30) days after the Executive has provided DeVry Group 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.”


 




    	 	21	 



     


    

 








 


“MIP Award”
means the amount actually awarded Executive under DeVry Group’s annual Management Incentive Plan, as in effect from time
to time, upon the achievement of specific DeVry Group-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 Group policy.


 


“MIP Target”
means sixty-five percent (65%) of Executive’s Base Salary.


 


“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 the DeVry Group long
term disability program in which he/she participates, if any, (b) an aggregate of six (6) months in any twelve (12) month period,
or (c) a period of three (3) consecutive months.


 


“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 Group 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 Group and its Affiliates is engaged in Business.


 


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


 



    	 	22