EX-10.1



 Exhibit 10.1 

EFFECTIVE DATE 
 June 1, 2012 to May 31, 2013 
 FORM OF SENIOR EXECUTIVE OFFICER
COMPENSATION PLAN 
 This compensation plan is made up of three components. For purposes of this plan, the title “Senior Executive
Officer” refers to those individuals who have been identified as such by the Chief Executive Officer and approved by the Board of Directors. In addition, this plan and its components are based on the performance of National American University
Holdings, Inc. (“NAUH”). 
 Component 1: BASE PAY COMPUTATION 
 The first component of the compensation plan is base salary. The Board of Directors, in consultation with the Chief Executive Officer, will determine the specific base salary of the Senior Executive
Officer. Additional factors which may be considered in determining the actual base salary include, but are not limited to, experience level, educational level, assessment of satisfactory performance, years of service, and performance expectations
for the upcoming year. 
 Component 2: QUARTERLY ACHIEVEMENT AWARD 
 The second component of the compensation plan will be based on achievement of specific quarterly organizational objectives (the “Additional Quarterly Compensation”). The Additional Quarterly
Compensation will be based on pre-approved NAUH quarterly pre-tax profit margin and objectives related to institutional effectiveness. The amount of the Additional Quarterly Compensation will be calculated quarterly by taking the appropriate
percentage multiplied by the Senior Executive Officer’s current annual base salary. The Senior Executive Officer will receive a percentage of his/her annual base salary each quarter based on achieving the objectives listed below. 

 

					
	 Quarterly
 Objective
	  	 Percentage of
Annual Base Salary
	  	 Description

	1	  	7.5% per quarter	  	For achieving the pre-approved NAUH pre-tax profit margin for the quarter.
			
		  	3.75% per quarter	  	For achieving less than 100% but greater than 90% of the pre-approved NAUH pre-tax profit margin for the quarter.
			
	2	  	7.5% per quarter	  	For achieving a System Composite Balanced Scorecard Grade of an “A” for institutional effectiveness.
			
		  	3.75% per quarter	  	For achieving a System Composite Balanced Scorecard Grade of a “B” for institutional effectiveness.

  
 Objective 1: successfully achieving the
pre-approved NAUH pre-tax profit margin per quarter as determined and approved by the Board of Directors. 
 Objective 2: successfully
achieving the predetermined quarterly organizational objectives related to institutional effectiveness as determined and approved by the Board of Directors. 







 The Additional Quarterly Compensation is based on achieving the organizational objectives for the prior
quarter. Additional Quarterly Compensation, if any, will be determined quarterly and paid semi-monthly on the Company’s regular payroll schedule in five (5) equal payroll installments after the calculations can be finalized. 

In order to be eligible to earn Additional Quarterly Compensation for a given quarter, the Senior Executive Officer must be employed by NAUH or its
affiliates during the entire quarter in which the objectives are measured and when the amount of the Additional Quarterly Compensation is determined and paid. No Additional Quarterly Compensation will be paid after employment is terminated. The
Board of Directors will be solely responsible for determining whether the objectives for the Additional Quarterly Compensation are satisfied and the amount of any Additional Quarterly Compensation. 

Component 3: ANNUAL ACHIEVEMENT AWARD 
 The third component of the compensation plan will be based on NAUH’s Earnings Before Interest and Taxes (“EBIT”). To the extent that NAUH’s actual EBIT for the fiscal year exceeds
NAUH’s budgeted EBIT for the fiscal year, fifteen percent (15%) of the excess would be designated for an “Annual Achievement Award.” The total Annual Achievement Award would then be distributed to the Senior Executive Officers,
with Senior Executive Officer receiving             % of the total, up to a maximum of 60% of his/her annual base salary. 
 Calculations will be based on the annual budget for NAUH, as approved by the Board of Directors prior to June 1, 2012, and the final audited financial statements prepared for the fiscal year ending
May 31, 2013. The Annual Achievement Award, if any, will be determined annually and paid in six (6) equal payroll installments during normal payroll periods beginning September 1, 2013. 

In order to be eligible to earn the Annual Achievement Award for a given year, the Senior Executive Officer must be employed by NAUH or its affiliates
during the entire year in which the objectives are measured and when the amount of the Annual Achievement Award is determined and paid. No Annual Achievement Award will be paid after employment is terminated. The Board of Directors will be solely
responsible for determining whether the objectives for the Annual Achievement Award are satisfied and the amount of any Annual Achievement Award. 
 GENERAL PROVISIONS 
 This compensation plan does not create a contract of employment, express or
implied, or alter the employment at-will relationship between you and NAUH or its affiliates, including the university. This document is not intended by reason of its distribution to confer any rights or privileges upon you or to entitle you to be
or remain employed by NAUH or its affiliates, including the university. The contents of this document are presented as a guide and as a matter of information only. While NAUH believes wholeheartedly in the compensation plan, it is not a condition of
employment and may not be relied upon by you as a contract or other right. The provisions of this compensation plan are subject to change at anytime by the NAUH or its affiliates without any notice and without anyone’s agreement. Further,
business conditions, federal and state law, and/or organizational needs are constantly in flux and may require that portions of this document be revised or rewritten. 
 The Senior Executive Officer is subject to the provisions of the National American University Employee Handbook (NAUM 4-0). 
 Awards under this compensation plan are provided under and governed by the terms of the National American University Holdings, Inc. 2009 Stock Option and Compensation Plan. 

Notwithstanding any provision in this compensation plan to the contrary, any portion of the payments and benefits provided under this compensation plan
shall be subject to any clawback policy adopted by or applicable to NAUH pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, any Securities and Exchange Commission rule, any applicable listing standard
promulgated by any national securities exchange or national securities association, or any other legal requirement. 







 * * * * * 
 I acknowledge receipt of a copy of the Senior Executive Officer Compensation Plan and further acknowledge that my employment is not governed by any written or oral contract, including this document, and
that my employment is considered an at-will arrangement. 
  

					
	  
	  		 	  

	Senior Executive Officer	  		 	Date
			
	  
	  		 	  

	 Dr. Ronald L. Shape
 CEO
	  		 	Date