Exhibit 10(o)


 


FORM OF NQSO GRANT (SECTION 16 OFFICER)


 


Congratulations! Your contributions over the past fiscal year
are being recognized with a long-term incentive award. Recognizing and rewarding the contributions of our people remains a priority
as we continue to pursue our vision of becoming the leading global provider of career-oriented educational services. Thank you
for all of your hard work, support and dedication.


 


	 
	Participant Name: ___________________
	 
	Participant Address: 
	____________________
	____________________
	____________________
	 
	Option Awards Granted: __________
	 
	Grant Type : Nonqualified Stock Option
	 
	Expiration Date : ____________________
	 
	Purchase Price : $ ______
	 
	Plan : Second Amended and Restated Incentive Plan of 2013
	 
	Days Left to Accept : _____
	 
	Award Date : ____________
	 
	Vesting Schedule : __________________________
	 


 


THIS AGREEMENT, made and entered into as of the Award Date by
and between DeVry Education Group Inc., a Delaware corporation (“DeVry Group”), and the Participant.


 


WHEREAS, DeVry Group maintains the DeVry Education Group Inc.
Second Amended and Restated Incentive Plan of 2013 (the “Plan”); and


 


WHEREAS, the Participant is an officer of DeVry Group or one
of its subsidiaries, who is subject to Section 16 of the Securities and Exchange Act of 1934 and has been selected by the Compensation
Committee of DeVry Group’s Board of Directors (the “Committee”) to receive the grant of a stock option under
the Plan.


 




    	 



    	 



    

 


NOW, THEREFORE, DeVry Group and the Participant hereby agree
as follows:


 


1.            Grant;
Option Price. This Agreement evidences the grant to the Participant, pursuant to the terms of the Plan, of a stock option to
purchase a total of number of shares of common stock of DeVry Group (“Common Stock”) as set forth above (the “Option”).
The purchase price of each share of Common Stock subject to the Option shall be the Purchase Price set forth above. The grant is
not intended to be, and will not be treated as, an incentive stock option as that term is described in Section 422(b) of the Internal
Revenue Code of 1986, as amended (the “Code”). The Agreement and Option grant shall be subject to the following terms
and conditions and the provisions of the Plan, which are hereby incorporated by reference. A copy of the Plan may be obtained by
the Participant from the office of the Secretary of DeVry Group or from the stock administrator’s website.


 


2.            Vesting
and Expiration of Option. Subject to the following terms and conditions of this Agreement, the Option shall become vested and
exercisable in accordance with the Vesting Schedule set forth above, and all rights with respect to the Option shall automatically
terminate on the Expiration Date as set forth above.


 


(a)          If
the Participant`s employment with DeVry Group and all affiliates terminates due to death or disability, the Option shall become
fully vested and exercisable as of the date of such termination and shall continue to be exercisable until the Expiration Date.
For this purpose, “disability” means the Participant’s being determined to be disabled under DeVry Group’s
long-term disability plan, regardless of whether the Participant is an actual participant in such plan (if the Participant is a
participant in such plan, the determination of disability shall be made by the party responsible for making such determination
under the plan, and if the Participant is not a participant in such plan, the determination of disability shall be made by the
Committee in its sole discretion).


 


(b)          If
the Participant`s employment with DeVry Group and all affiliates terminates due to mutual agreement, the Participant shall be credited
with one additional year of service for purposes of determining the vested and exercisable portion of the Option and such portion
of the Option shall continue to be exercisable until the earlier of the first anniversary of such termination of employment or
the Expiration Date. For this purpose, “mutual agreement” means a written agreement between DeVry Group and the Participant
that the Participant’s employment with DeVry Group and all affiliates will be voluntarily terminated; provided that such
agreement must be executed by the Participant within 21 days after written notice is given by either party of the impending termination,
and if no such agreement is executed by the Participant within such 21-day period, no mutual agreement shall be deemed to exist.


 


(c)          If
the Participant`s employment with DeVry Group and all affiliates terminates due to retirement, the Option shall continue to vest
and become exercisable in accordance with the vesting schedule set forth in the Notice, and once vested and exercisable, shall
remain exercisable until the Expiration Date. For this purpose, “retirement” means the Participant`s termination without
cause on or after the date on which the Participant has attained age 55 and the sum of his or her age and service equals or exceeds
65. For this purpose (i) the term “cause” means the Participant’s termination of employment due to unsatisfactory
performance or conduct detrimental to DeVry Group or its affiliates, as determined solely by DeVry Group and (ii) the term “service”
means the Participant’s period of employment with DeVry Group and all affiliates (including any predecessor company or business
acquired by DeVry Group or any affiliate, provided the Participant was immediately employed by DeVry Group or any affiliate). Age
and service shall be determined in fully completed years.


 




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Any Participant whose employment terminates due to
retirement as described in this Section 2(c) must execute and deliver to DeVry Group an agreement, in a form prescribed by DeVry
Group, and in accordance with procedures established by DeVry Group, that he or she will not compete with, or solicit employees
of, DeVry Group and its affiliates for the remainder of the vesting period, and that he or she releases all claims against DeVry
Group and its affiliates. If the Participant fails to execute such agreement, or if the agreement is revoked by the Participant,
the Option shall be forfeited to DeVry Group on the date of the Participant’s retirement.


 


(d)          If
the Participant`s employment with DeVry Group and all affiliates is terminated without cause (as defined in Section 2(c) above),
or due to his or her resignation, the portion of the Option not then vested and exercisable shall be cancelled and forfeited and
the portion of the Option then vested and exercisable shall continue to be exercisable for 90 days following the date of such termination
of employment.


 


(e)          If
the Participant`s employment with DeVry Group and all affiliates is terminated for cause (as defined in Section 2(c) above), the
portion of the Option not then vested and exercisable shall be cancelled and forfeited and no portion of the Option shall be exercisable
after the date of such termination of employment.


 


(f)          For
purposes of this Agreement, the term “affiliate” means each entity with whom DeVry Group would be considered a single
employer under Sections 414(b) and 414(c) of the Code, substituting “at least 50%” instead of “at least 80%”
in making such determination.


 


(g)          If
the Committee determines, in its sole discretion, that there is an Excess Award, the Excess Award shall be satisfied:


 


(i)          From
any portion of the Award that has not yet been exercised, by (A) forfeiting the unvested portion of the Award, then (B) to the
extent necessary, forfeiting the vested portion of the Award not yet exercised.


 


(ii)         To
the extent necessary with respect to the portion of the Award that has been exercised, by (A) the Participant returning the Shares
issued under this Award (and repayment to the Participant of the purchase price paid for those shares), (B) forfeiting all or any
portion of the Participant’s other Awards, (C) in the Committee’s sole discretion, entering into an agreement with
the Participant for the repayment of all or any portion of an Excess Award, (D) to the extent permitted by law, offsetting any
portion of an Excess Award against any other amounts owed to the Participant by DeVry Group or any affiliate, (E) in the Committee’s
sole discretion, pursuing legal action against the Participant to secure repayment of the Excess Award, and/or (F) any other method
of recoupment the Committee determines is appropriate.


 




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(h)          For
purposes of this Agreement:


 


(i)          “Excess
Award” shall mean all or any portion of this Award that the Committee determines, in its sole discretion, was granted based
on the financial results that subsequently become Restated Financials and/or the value of which was impacted by the Restated Financials.


 


(ii)         “Restated
Financials” shall mean any applicable financial results of DeVry Group and/or one or more of its affiliates that are subsequently
restated due to conduct by the Participant that the independent directors of the Board of Directors or a committee of such board
determine, in their sole discretion, was knowing, intentionally fraudulent or illegal.


 


(i)          The
foregoing provisions of this Section 2 shall be subject to the provisions of any written employment security agreement or severance
agreement that has been or may be executed by the Participant and DeVry Group, and the provisions in such employment security agreement
or severance agreement concerning vesting and exercise of an Option shall supersede any inconsistent or contrary provision of this
Section 2.


 


3.            Exercise.


 


(a)          While
the Option is vested and exercisable pursuant to Section 2, the Option may be exercised in whole or in part by filing a written
notice with the Secretary of DeVry Group at its corporate headquarters. The exercise notice must be filed by the Participant, or
his or her beneficiary in the event of the Participant’s death, while the Option is still exercisable, must specify the number
of shares of Common Stock which the Participant elects to purchase and must be accompanied by payment of the purchase price.


 


(b)          Payment
of the purchase price shall be by one or more of the following methods: (i) in cash, (ii) in cash received from a broker-dealer
to whom the Participant has submitted an exercise notice and irrevocable instructions to deliver the purchase price to DeVry Group
from the proceeds of the sale of shares subject to the Option, (iii) by delivery (including attestation) to DeVry Group of other
shares of Common Stock owned by the Participant that is acceptable to DeVry Group, valued at its then Fair Market Value, or (iv)
by directing DeVry Group to withhold such number of shares of Common Stock otherwise issuable upon exercise of the Option with
a Fair Market Value equal to the amount of the payment to be withheld.


 




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(c)          No
shares of Common Stock shall be issued upon exercise of the Option until full payment of the exercise price has been made.


 


4.            Change
in Control. In the event of a Change in Control of DeVry Group (as defined in the Plan), the Option shall become immediately
vested and exercisable, and the Committee shall have the sole discretion to appropriate actions with respect to the vested Option,
including: (i) to provide for the mandatory purchase of the Option for an amount of cash equal to the difference between the purchase
price of the Option and the then Fair Market Value of the Common Stock covered by the Option, multiplied by the number of shares
of Common Stock covered by the Option; or (ii) to cause such Option to be assumed by, and converted to equity awards for Common
Stock of, the acquiring or surviving corporation.


 


5.            Transferability.
The Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution, or pursuant to a qualified domestic relations order. Notwithstanding the preceding provisions
of this Section, the Participant, at any time prior to his or her death, may transfer all or any portion of the Option to (a) his
or her spouse or lineal descendant, (b) the trustee of a trust established for the primary benefit of his or her spouse or lineal
descendant, (c) a partnership of which his or her spouse and lineal descendants are the only partners, or (d) a tax-exempt organization
as described in Code Section 501(c)(3). In such event, the transferee shall be entitled to all the rights of the Participant with
respect to the transferred portion of the Option, and such portion of the Option shall continue to be subject to all of the terms,
conditions and restrictions applicable to the Option as set forth in the Plan and this Agreement. Any such transfer will be permitted
only if (i) the Participant does not receive any consideration therefor, and (ii) the assignment is expressly approved by the Committee.
Any such assignment shall be evidenced by an appropriate written document executed by the Participant and a copy thereof shall
be delivered to the Committee on or prior to the effective date of the assignment.


 


6.            Administration.
The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee. The Committee
shall have all of the powers with respect to this Agreement as with respect to the Plan. Any interpretation of, or decision with
respect to, this Agreement made by the Committee shall be final and binding on all persons.


 


7.           Plan
Governs. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms
of the Plan.


 


8.           Successors.
This Agreement shall be binding upon and shall inure to the benefit of any assignee or successor in the interest of DeVry Group,
and shall be binding upon and inure to the benefits of any estate, legal representative, beneficiary or heir of the Participant.


 




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9.           Beneficiary
Designation. The Participant may, from time to time, name any beneficiary or beneficiaries to exercise any vested Option and
to whom distribution of the shares of Common Stock subject to the vested Option is to be made, in the event of his or her death.
Each such designation will revoke all prior designations, shall be in a form prescribed by the Committee, and will be effective
only when filed by the Participant with the Committee during his or her lifetime. In the absence of any such designation, or if
all beneficiaries predecease the Participant, then the Participant’s beneficiary shall be his or her estate.


 


10.          Participant
and Stockholder Status. This Agreement does not constitute a contract of continued service and does not give the Participant
the right to be retained as an employee of DeVry Group. This Agreement does not confer upon the Participant any right as a stockholder
of DeVry Group prior to the issuance of Common Stock pursuant to the exercise of the Option.


 


11.          Amendment.
This Agreement may be amended by written agreement of the Participant and the Committee.


 


12.          Governing
Law. This Agreement, and the Option, shall be construed, administered and governed in all respects under and by the laws of
the State of Delaware.


 


13.          Acceptance
of Agreement by Participant. The Participant’s receipt of the Option is conditioned upon the acceptance of this Agreement
by the Participant no later than 60 days after the Award Date set forth above or, if later, 30 days after the Participant receives
this Agreement. Upon execution of the Agreement, the Participant and DeVry Group signify their agreement with the terms and conditions
of this Agreement.


 


[____________________________]

[TITLE]


 




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