Exhibit 10(w)


 


FORM OF PERFORMANCE SHARE AWARD (EMPLOYEE)


 


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:

        ____________________

        ____________________

        ____________________

         

        Awards Granted : __________________

         

        Award Type : Performance Stock Units

         

        Plan : Second Amended and Restated Incentive Plan of
        2013

         

        Days Left to Accept : __

         

        Award Date : __________________

         



 


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 employee of DeVry Group or one
of its subsidiaries who has been selected by the Compensation Committee of DeVry Group’s Board of Directors (the “Committee”)
to receive an award of Restricted Stock Units (this award is referred to as "Performance Shares" in this Agreement because
it represents the Participant`s ability to receive actual shares of common stock of DeVry Group (“Common Stock”) as
described in this Agreement).


 


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


 


1.           Agreement.
This Agreement evidences the award to the Participant of the number of Performance Shares set forth above relating to the Common
Stock. Each Performance Share represents the right to receive a share of Common Stock following the end of the three-year Performance
Period, as described in this Agreement. The Agreement and the Performance Share award shall be subject to the following terms and
conditions and the provisions of the Plan, including the Long-Term Incentive Program (“LTIP”) adopted by the Committee,
which are hereby incorporated by reference. A copy of the Plan and the LTIP may be obtained by the Participant from the office
of the Secretary of DeVry Group.


 




    	 



    	 



    

 


2.            Performance
Account. DeVry Group shall maintain an account (the “Account”) on its books in the name of the Participant which
shall reflect the number of Performance Shares awarded to the Participant and the number of Performance Shares in which the Participant
becomes vested.


 


3.            Vesting.


 


(a)          Except
as described in this Section 3 and in Section 5, the Participant shall become vested in a portion of his or her Performance Shares
at the end of the Performance Period, as described in Exhibit I to this Agreement, provided that he or she remains in continuous
employment with DeVry Group or an affiliate until the date the Committee certifies as to the achievement of the performance goals
for a Performance Period (the “Certification Date”).


 


(b)          If
the Participant’s employment with DeVry Group and all affiliates terminates prior to the Certification Date due to death,
disability or retirement, the Performance Shares shall remain outstanding and shall continue to vest during the Performance Period
as if the Participant’s employment had not terminated, and the vested shares shall be settled as described in Section 4 of
this Agreement.  For this purpose:


 


(i)          
“disability” means the Participant’s being determined to be disabled under DeVry Group’s long-term disability
plan as in effect from time to time, 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);


 


(ii)         
“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 (with age and service determined in fully completed
years);


 


(iii)        
“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); and


 




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(iv)        
“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.


 


(c)          If
the Participant’s employment with DeVry Group and all affiliates terminates during the Performance Period or prior to the
Certification Date due to mutual agreement, the Performance Shares shall remain outstanding and shall continue to vest during the
Performance Period as if the Participant’s employment had not terminated for one year following the date the Participant’s
employment terminates and vested Performance Shares shall be settled pursuant to Section 4 despite the Participant’s termination
before the Certification 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.


 


(d)          Any
Participant whose employment terminates due to retirement as described in Section 3(b) or mutual agreement as described in Section
3(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 from
the date of retirement or termination until the Certification Date, 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 Performance Share award shall be immediately forfeited to DeVry Group.


 


(e)          If
the Participant’s employment with DeVry Group and all affiliates terminates prior to the Certification Date for any reason
other than death, disability, retirement or mutual agreement, the Participant’s entire Performance Share award, including
any previously vested portion, shall be forfeited to DeVry Group on the date of the Participant’s termination.


 


(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)          The
foregoing provisions of this Section 3 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 of a Performance Share award shall supersede any inconsistent or contrary provision of
this Section 3.


 




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4.           Settlement
of Award. Following the Certification Date, DeVry Group shall distribute to the Participant, or his or her personal representative,
beneficiary or estate, as applicable, a number of shares of Common Stock equal to the number of Performance Shares that have vested
and have not been forfeited in accordance with Section 3. Such shares shall be delivered within 30 days following the Certification
Date.


 


5.           Change
in Control. In the event of a Change in Control of DeVry Group (as defined in the Plan), the Participant shall become immediately
vested in his or her Performance Shares award at target levels, and the Committee shall have the sole discretion to take appropriate
actions with respect to the Performance Shares award, including (a) to cause such Performance Shares award to be settled in shares
of Common Stock, which shares shall be subject to the terms of the Change in Control event in the same manner as the other shares
of outstanding Common Stock, (b) to provide for the mandatory purchase of the Performance Share award for an amount of cash equal
to the then fair market value of the Common Stock, multiplied by the number of shares subject to the Performance Share award (assuming
achievement of performance goals at target levels) or (c) to cause the Performance Share award then outstanding to be assumed by
the acquiring or surviving entity after such Change in Control.


 


6.           Withholding
Taxes. The Participant shall pay to DeVry Group an amount sufficient to satisfy all minimum Federal, state and local withholding
tax requirements arising in connection with the settlement of the Performance Share award prior to the delivery of any shares of
Common Stock subject to such Performance Share award. Payment of such taxes may be made by one or more of the following methods:
(a) in cash, (b) in cash received from a broker-dealer to whom the Participant has submitted irrevocable instructions to deliver
the amount of withholding tax to DeVry Group from the proceeds of the sale of shares subject to the Performance Share award, (c)
by directing DeVry Group to withhold a number of shares otherwise issuable pursuant to the Performance Share award with a fair
market value equal to the tax required to be withheld, or (d) by delivery (including attestation) to DeVry Group of other Common
Stock owned by the Participant that is acceptable to DeVry Group, valued at its fair market value on the date of payment.


 


7.           Rights
as Stockholder. The Participant shall not be entitled to any of the rights of a stockholder of DeVry Group with respect to
the Performance Share award, including the right to vote and to receive dividends and other distributions, until and to the extent
the Performance Share award is settled in shares of Common Stock.


 


8.           Share
Delivery. Delivery of any shares in connection with settlement of the Performance Share award will be by book-entry credit
to an account in the Participant’s name established by DeVry Group with DeVry Group’s transfer agent, or upon written
request from the Participant (or his or her personal representative, beneficiary or estate, as the case may be), in certificates
in the name of the Participant (or his or her personal representative, beneficiary or estate).


 




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9.           Award
Not Transferable. The Performance Share award may not be transferred other than by will or the applicable laws of descent or
distribution or pursuant to a qualified domestic relations order. The Performance Share award shall not otherwise be assigned,
transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of
any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Performance Share award, other than in accordance with
its terms, shall be void and of no effect.


 


10.          Beneficiary
Designation. The Participant may, from time to time, name any beneficiary or beneficiaries to whom distribution of the shares
of Common Stock subject to the vested portion of the Performance Share award 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.


 


11.          Administration.
The Performance Share award shall be administered in accordance with the LTIP and with such regulations as the Committee shall
from time to time adopt.


 


12.          Governing
Law. This Agreement, and the Performance Share award, 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 Performance Share 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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