exv4w3






EXHIBIT 4.3




THE DEVRY INC.



NONQUALIFIED DEFERRED COMPENSATION PLAN



Amended and Restated as of January 1, 2008







 









 








DEVRY INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

(Amended and Restated as of January 1, 2008)




ARTICLE I — PURPOSE; EFFECTIVE DATE





	1.1	 	Purpose. The purpose of this DeVry Inc. Nonqualified Deferred Compensation Plan
(hereinafter, the “Plan”) is to permit a select group of employees of DeVry Inc. and its
Affiliates and members of the Board to defer the receipt of income which would otherwise
become payable to them. It is intended that this Plan, by providing these eligible individuals
an opportunity to defer the receipt of income, will assist in retaining and attracting
individuals of exceptional ability.
	 
	1.2	 	Effective Date. The Plan was initially effective as of September 1, 1999. It was
amended and restated effective as of January 1, 2006 to reflect various revisions and to
reflect the transfer into the Plan of all account balances from the DeVry Inc. Director
Deferred Compensation Plan. The Plan is hereby further amended and restated as of January 1,
2008.
	 
	1.3	 	Plan Type. For purposes of Section 409A of the Code, the portion of the amounts
deferred by the Participants and earnings attributable thereto shall be considered an elective
account balance plan as defined in Treas. Reg. Section 1.409A -1(c)(2)(i)(A), or as otherwise
provided by the Code, and the portion of the amounts deferred as matching or employer
contributions and earnings attributable thereto shall be considered a nonelective account
balance plan as defined in Treas. Reg. Section 1.409A -1(c)(2)(i)(B), or as otherwise provided
by the Code.





ARTICLE II — DEFINITIONS




     For the purpose of this Plan, the following terms shall have the meanings indicated, unless
the context clearly indicates otherwise:




	2.1	 	Account(s). “Account(s)” means the account or accounts maintained on the books of
the Company used solely to calculate the amount payable to each Participant under this Plan
and shall not constitute a separate fund of assets. Account(s) shall be deemed to exist from
the time amounts are first credited to such Account(s) until such time that the entire balance
of each Account (hereinafter referred to as “Account Balance”) has been distributed in
accordance with this Plan. The Accounts available for each Participant shall be identified
as:






	 	a)	 	Retirement Account.
	 
	 	b)	 	In-Service Account. Each Participant may maintain up to two (2) In-Service
Accounts based on selecting different times and/or form of payments as selected under
Article V below.






	2.2	 	Affiliate. “Affiliate” means any person or entity that together with the Company
would be treated as a single employer under Section 414(b), (c), (m), or (o) of the Code.




 









 












	2.3	 	Beneficiary. “Beneficiary” means the person, persons or entity as designated by the
Participant who is entitled under Article VI to receive any Plan benefits payable after the
Participant’s death.
	 
	2.4	 	Board. “Board” means the Board of Directors of the Company.
	 
	2.5	 	Code. “Code” means the Internal Revenue Code of 1986, as amended.
	 
	2.6	 	Committee. “Committee” means the Compensation Committee of the Board, which has been
appointed by the Board to administer the Plan pursuant to Article VII.
	 
	2.7	 	Company. “Company” means DeVry Inc., a Delaware corporation, or any successor to the
business thereof.
	 
	2.8	 	Compensation. “Compensation” means the base salary payable to and bonus or incentive
compensation earned by a Participant during a Plan Year with respect to employment services
performed for the Company by the Participant and considered to be “wages” for purposes of
federal income tax withholding; provided, however, for a Participant who is a Board member,
Compensation shall mean all retainer or meeting fees payable for services performed as a Board
member during a Plan Year. For purposes of this Plan, Compensation shall be calculated: (a)
after being reduced by all legally required deductions against such income (including, but not
limited to, if applicable, wage assignments, wage garnishments, child support payments,
levies, etc.); but (b) before reduction for any amounts deferred by the Participant pursuant
to the Company’s tax qualified plans which may be maintained under Section 401(k) or Section
125 of the Code, or pursuant to this Plan or any other non-qualified plan which permits the
voluntary deferral of compensation; and (c) before deduction for income taxes. Other forms of
compensation may be considered Compensation at the discretion of the Committee, except that
any change in the definition of Compensation will not be effective with respect to any
Deferral Commitment entered into prior to such change and communication to the Participants
with respect to such calendar year.
	 
	2.9	 	Deferral Commitment. “Deferral Commitment” means a commitment made by a Participant
to defer a portion of Compensation as set forth in Article III, and as permitted by the
Committee in its sole discretion. The Deferral Commitment shall apply to each payment of
Compensation payable to a Participant, and the Committee may aggregate various types of
Compensation for purposes of effecting the election to defer; provided, however, such
aggregation of Compensation for any calendar year to which a Deferral Commitment relates shall
be made by the Committee no later than the last day of the immediately preceding calendar year
(i.e., no recharacterizations between groupings may occur during a given calendar year). By
way of example: the Committee may apply the election to defer “salary” to salary, commissions,
and any other regularly occurring form of compensation; or the Committee may apply the
election to defer “bonus” to annual bonuses, short-term bonus, long term bonus arrangements
and other forms of incentive based compensation. A Deferral Commitment with respect to any
bonus or incentive compensation that is determined by the Committee to be Performance Based
Compensation shall be made as provided by the Committee, but no later than six (6) months
prior to the end of such performance period. Any Deferral Commitment shall be made in a form
and at a time deemed acceptable to the Committee.




 









 












	2.10	 	Deferral Period. “Deferral Period” means each calendar year, except that if a
Participant first becomes eligible after the beginning of a calendar year, the initial
Deferral Period shall begin on the date the Participant first makes a Deferral Commitment
pursuant to Article III and shall end on December 31st of such calendar year.
	 
	2.11	 	Determination Date. “Determination Date” means the last business day of each
calendar month.
	 
	2.12	 	Disability. “Disability” means a physical or mental condition whereby the
Participant: (a) is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months, or (b)
is, by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees of the Participant’s
employer.
	 
	2.13	 	Distribution Election. “Distribution Election” means the form prescribed by the
Committee and completed by the Participant, indicating the chosen time and form of payment for
benefits payable from each Account under this Plan, as elected by the Participant.
	 
	2.14	 	Discretionary Contribution. “Discretionary Contribution” means the Company
contribution credited to a Participant’s Account(s) under Section 4.5 below.
	 
	2.15	 	Financial Hardship. “Financial Hardship” means a severe financial hardship to the
Participant resulting from an illness or accident of the Participant, the Participant’s
spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of
the Participant’s property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the participant.
	 
	2.16	 	401(k) Plan. “401(k) Plan” means the DeVry Inc. 401(k) Profit Sharing Retirement
Plan, or any other successor defined contribution plan maintained by the Company that
qualifies under Section 401(a) of the Code and satisfies the requirements of Section 401(k) of
the Code.
	 
	2.17	 	Initial Account Balance. “Initial Account Balance” shall mean (a) with respect to an
individual who had an Account Balance under the Plan as of December 31, 2005, the amount
credited to such Account Balance on January 1, 2006, and (b) with respect to an individual who
had an account balance under the DeVry Inc. Director Deferred Compensation Plan as of December
31, 2005, the amount credited to such account balance which shall equal the total account
balance(s) in the DeVry Inc. Director Deferred Compensation Plan as of the same date as
reasonably determined by the Committee, in its sole discretion. The Initial Account Balances
shall be subject to the terms and conditions of this Plan and any Participant with an Initial
Account Balance shall have no right to a distribution of such amounts other than as provided
for herein.




 









 












	2.18	 	Interest. “Interest” means the amount credited to or charged against a Participant’s
Account(s) on each Determination Date, which shall be based on the Valuation Funds chosen by
the Participant as provided in Section 2.23, below and in a manner consistent with Section
4.3, below. Such credits or charges to a Participant’s Account may be either positive or
negative to reflect the increase or decrease in value of the Account in accordance with the
provisions of this Plan.
	 
	2.19	 	Matching Contribution. “Matching Contribution” means the Company contribution
credited to a Participant’s Account(s) under Section 4.4, below, as determined by the
Committee in its sole discretion, except that in no event will a Matching Contribution be made
with respect to the deferral of Board retainer and/or meeting fees.
	 
	2.20	 	Participant. “Participant” means any individual who is eligible, pursuant to Section
3.1, below, to participate in this Plan, and who (a) has elected to defer Compensation under
this Plan in accordance with Article III below, (b) is determined by the Committee in its
sole discretion as being eligible to receive a Discretionary Contribution, or (c) otherwise
has an Initial Account Balance. Such individual shall remain a Participant in this Plan for
the period of deferral, or credit, and until such time as all benefits payable under this Plan
have been paid in accordance with the provisions hereof.
	 
	2.21	 	Performance Based Compensation. “Performance Based Compensation” means the portion
of Compensation determined by the Committee to satisfy the requirements set forth in Treas.
Reg. Section 1.409A-1(e), and such Performance Based Compensation may be determined on a
fiscal or calendar year basis.
	 
	2.22	 	Plan. “Plan” means this DeVry Inc. Nonqualified Deferred Compensation Plan as
amended from time to time.
	 
	2.23	 	Retirement. “Retirement” means the termination of a Participant’s employment with
the Company, for reasons other than death or Disability, on or after the attainment of age 55
with at least ten (10) years of continuous service with the Company.
	 
	2.24	 	Valuation Funds. “Valuation Funds” means one or more of the independently
established funds or indices selected by the Committee and used solely to calculate the
Interest that is credited to each Participant’s Account(s) in accordance with Article IV,
below. No Valuation Fund represents or conveys any beneficial interest on the part of the
Participant in any asset or other property of the Company. The determination of the increase
or decrease in the value of each Valuation Fund shall be made by the Committee in its
reasonable discretion. The Committee shall select the various Valuation Funds available to
the Participants with respect to this Plan and may change available Valuation Funds at any
time in its sole discretion.





ARTICLE III — ELIGIBILITY AND PARTICIPATION





	3.1	 	Eligibility and Participation.






	 	a)	 	Eligibility. Eligibility to participate in the Plan shall be limited
to members of the Board and those select key employees of the Company or an Affiliate
who are




 









 






	 	 	 	designated by the Chief Executive Officer and Chief Operating Officer of the Company
from time to time and approved by the Committee.






	 	b)	 	Participation. An individual’s participation in the Plan shall be
effective upon notification to the individual by the Committee of eligibility to
participate, and the earlier of:






	 	i)	 	a contribution under this Plan being made on behalf of the
Participant by the Company, or
	 
	 	ii)	 	the completion and submission of a Deferral Commitment, an
Allocation Form, and a Distribution Election to the Committee no later than
fifteen (15) days prior to the beginning of the Deferral Period, or as
otherwise permitted by the Committee.






	 	c)	 	First-Year Participation. When an individual first becomes eligible to
participate in this Plan, and is not a participant in another plan sponsored by the
Company or an Affiliate that is considered to be of a similar type as defined in Treas.
Reg. Section 1.409A -1(c)(2)(i)(A) or (B), or as otherwise provided by the Code, a
Deferral Commitment may be submitted to the Committee within thirty (30) days after the
Committee notifies the individual of eligibility to participate. Such Deferral
Commitment will be effective only with regard to Compensation attributable to services
performed following submission of the Deferral Commitment to the Committee.






	3.2	 	Form of Deferral Commitment. A Participant may elect to make a Deferral Commitment
no later than fifteen (15) days prior to the beginning of the Deferral Period, or at such
other time as permitted by the Committee, and in the form permitted by the Committee. The
Deferral Commitment shall specify the following:






	 	a)	 	Timing of Deferral Election.






	 	i)	 	Deferral of Compensation and Matching Contributions
Thereon. The Participant shall make an election to defer Compensation by
filing a Deferral Commitment with the Committee, and such election shall become
irrevocable no later than the last day of the calendar year prior to the
Deferral Period, except as provided in Section 3.1(c), above. In addition,
notwithstanding anything to the contrary, a Deferral Commitment with respect to
Performance Based Compensation may be filed with the Committee and such
election shall become irrevocable no later than six months before the end of
the performance period on which such Performance Based Compensation is based,
provided such Participant has been continuously employed with the Company from
the later of the beginning of the performance period or the date on which the
performance criteria for such Performance Based Compensation was established.
	 
	 	ii)	 	Discretionary Contributions. Notwithstanding anything
to the contrary, if a Participant has elected not to defer any Compensation
under this Plan pursuant to a Deferral Commitment but has received a
Discretionary




 









 






	 	 	 	Contribution from the Company with respect to a given calendar year in which
no Deferral Commitment election is on file for the Participant, such
Discretionary Contributions are automatically deferred under the Plan on the
Participant’s behalf into the Participant’s Retirement Account.






	 	b)	 	Deferral Amounts; Accounts. A Deferral Commitment shall be made with
respect to each payment of Compensation payable by the Company to a Participant during
the Deferral Period with respect to services performed during the Deferral Period and
after the filing of the Deferral Commitment, and shall designate the portion of each
deferral that shall be allocated among the various Retirement or In-Service Accounts.
In addition, no amounts shall be deferred into any In-Service Account once payments
from that In-Service Account have commenced under the terms of this Plan and until such
time as that entire Account Balance has been completely distributed. The Participant
shall designate the amount to be deferred as a full percentage of Compensation. Except
as otherwise provided by the Committee, a Deferral Commitment with respect to amounts
payable under the DEM Bonus Program will apply to amounts earned March through June,
generally payable in July; earned July through October, generally paid in November;
and, earned October through February of the next calendar year, generally payable in
March.
	 
	 	c)	 	Distribution Election. At the time the Participant completes and
submits a Deferral Commitment, the Participant shall complete and submit a Distribution
Election that indicates (i) the time at which any In-Service Account(s) shall be
distributed as described in Section 5.1 and (ii) the form of payment in which all
Account(s) shall be paid, as described in Section 5.6. A Distribution Election shall
be irrevocable during the Deferral Period to which it relates, except as described in
Section 5.2(c) and Section 5.4.
	 
	 	d)	 	Allocation to Valuation Funds. The Participant shall specify in a
separate form (an “Allocation Form”) filed with the Committee, the Participant’s
initial allocation of the amounts deferred into each Account among the various
available Valuation Funds.
	 
	 	e)	 	Maximum Deferral. For any Plan Year: the maximum amount of base
salary that may be deferred shall be fifty percent (50%); the maximum amount of bonus
or incentive compensation that may be deferred shall be one hundred percent (100%); and
the maximum amount of Board retainer and meeting fees that may be deferred shall be one
hundred percent (100%).
	 
	 	f)	 	Minimum Deferral. For any Plan Year: the minimum amount of base salary
to be deferred shall be two percent (2%); the minimum amount of bonus or incentive
compensation to be deferred shall be ten percent (10%); and the minimum amount of Board
retainer and meeting fees to be deferred shall be ten percent (10%).






	3.3	 	Period of Commitment. Any Deferral Commitment made by a Participant with respect to
Compensation shall remain in effect for the next succeeding Deferral Period, and shall remain
in effect for all future Deferral Periods unless revoked or amended in writing by




 









 






	 	 	the Participant and delivered to the Committee prior to the beginning of a subsequent
Deferral Period, except that if a Participant suffers a Disability or terminates employment
with the Company prior to the end of the Deferral Period, the Deferral Period shall end as
of the date of Disability or termination.






	3.4	 	Modification of Deferral Commitment. Except as provided in Sections 3.3, above, and
5.4 below, a Deferral Commitment shall be irrevocable by the Participant during a Deferral
Period.
	 
	3.5	 	Change in Status. The Committee, in its sole discretion, may prohibit a Participant
from making any future Deferral Commitments with respect to Deferral Periods which commence
after the date the Committee makes such determination. For clarification, any such decision
made or conclusion drawn by the Committee to exclude a Participant shall take effect for that
Participant as of the January 1st immediately following the date on which such
decision is made.
	 
	3.6	 	Defaults in Event of Incomplete or Inaccurate Deferral Commitments or Distribution
Elections. In the event that the Committee determines that a Deferral Commitment is
incomplete or inaccurate, the Deferral Commitment shall be treated as if the following
elections had been made by the Participant, and such information shall be communicated to the
Participant.






	 	a)	 	If the Deferral Commitment does not specify the Account(s) to which deferred
Compensation shall be credited, such amounts will be allocated to the Participant’s
Retirement Account.
	 
	 	b)	 	If the Deferral Commitment allocates deferred Compensation among the Account(s)
in an amount less than 100%, the balance shall be deferred into the Participant’s
Retirement Account.
	 
	 	c)	 	If the Deferral Commitment allocates deferred Compensation among the Account(s)
in an amount greater than 100%, the amount allocated to each Account shall be
proportionately reduced such that the total amount allocated equals 100%.
	 
	 	d)	 	If the Deferral Commitment allocates deferred Compensation to an In-Service
Account but no deferrals can be made into such Account due to the fact that benefits
are being paid from that In-Service Account, then the amounts elected to be deferred
shall be credited to the Participant’s Retirement Account during such period of
payment, after which time the balance of the amounts elected to be deferred with
respect to calendar years occurring after such period of payment shall be credited to a
subsequent In-Service Account with a distribution date as elected or as provided in
subsection 3.6(i) below.
	 
	 	e)	 	If the Deferral Commitment does not specify a Valuation Fund, Interest shall be
credited as if a money market fund or similar fund were elected.




 









 












	 	f)	 	If the Deferral Commitment allocates deferred Compensation among Valuation
Fund(s) in an amount less than 100%, the unallocated portion shall be allocated to a
money market fund or similar fund.
	 
	 	g)	 	If the Deferral Commitment allocates deferred Compensation among Valuation
Fund(s) in an amount greater than 100%, the amount allocated to each Valuation Fund(s)
shall be proportionately reduced such that the total amount allocated equals 100%.
	 
	 	h)	 	If the Deferral Election does not specify a form of payment, (i) the amounts in
the In-Service Account attributable to the Deferral Election shall be paid in the form
of a lump sum and (ii) the amounts in the Retirement Account attributable to the
Deferral Election shall be paid in annual installments over three (3) years.
	 
	 	i)	 	If the Deferral Election does not specify a time of payment with respect to
amounts allocated to an In-Service Account, payment shall be made as if the Participant
elected for payment on the earliest possible date available under the provisions of
Section 5.2.






	3.7	 	Special Adjustments. All Participants in the Plan or the DeVry Inc. Director
Deferred Compensation Plan as of January 1, 2006 shall be considered Participants in this Plan
and shall be governed by the terms and conditions hereof as of the effective date. Unless
otherwise provided, a Participant’s Initial Account Balance is 100% vested as of January 1,
2006 and shall become the initial Retirement or In-Service Account Balance under the Plan as
determined by the Committee.





ARTICLE IV — DEFERRED COMPENSATION ACCOUNT





	4.1	 	Accounts. The Compensation deferred by a Participant under the Plan, any Matching or
Discretionary Contributions and Interest shall be credited to the Participant’s Account(s) as
selected by the Participant, directed by the Committee or as otherwise provided in the Plan.
Separate accounts may be maintained on the books of the Company to reflect the different
Accounts chosen by the Participant, and the Participant shall designate the portion of each
deferral that will be credited to each Account as set forth in Section 3.2(b), above. These
Accounts shall be used solely to calculate the amount payable to each Participant under this
Plan and shall not constitute a separate fund of assets.
	 
	4.2	 	Timing of Credits; Withholding. The Initial Account Balance shall be credited to the
Participant’s Account(s) as of January 1, 2006. Thereafter, a Participant’s deferred
Compensation shall be credited to each Account designated by the Participant as soon as
practical after the date such Compensation would have otherwise been payable to the
Participant. Any Matching and Discretionary Contributions shall be credited to the
appropriate Account(s) as provided by the Committee. Any withholding of taxes or other
amounts with respect to deferred Compensation or other amounts credited under this Plan that
is required by local, state or federal law shall be withheld from the Participant’s
corresponding non-deferred portion of the Compensation to the maximum extent possible, and any
remaining amount shall reduce the amount credited to the Participant’s Account in a manner
specified by the Committee, provided that such reduction is not treated as an impermissible
“acceleration of benefits” under Section 409A of the Code




 









 






	 	 	and any associated regulations or published guidance issued by the Internal Revenue Service
or the Treasury.






	4.3	 	Valuation Funds. A Participant shall designate, at a time and in a manner acceptable
to the Committee, one or more Valuation Funds for each Account for the sole purpose of
determining the amount of Interest to be credited or debited to such Account. Such election
shall designate the portion of each deferral of Compensation made into each Account that shall
be allocated among the available Valuation Fund(s), and such election shall apply to each
succeeding deferral of Compensation until such time as the Participant shall file a new
election with the Committee. Upon notice to the Committee, Participants shall also be
permitted to reallocate the balance in each Valuation Fund among the other available Valuation
Funds as determined by the Committee. The manner in which such elections shall be made and the
frequency with which such elections may be changed and the manner in which such elections
shall become effective shall be determined in accordance with the procedures to be adopted by
the Committee or its delegates from time to time. As of the Effective Date, such elections
may be made on a daily basis electronically, but such elections shall become effective on the
next Determination Date.
	 
	4.4	 	Matching Contributions. Company shall make a Matching Contribution to the Retirement
Account of any Participant designated by the Committee, in an amount equal to the difference
between one-hundred percent (100%) of the Participant’s Compensation elected to be deferred
under this Plan up to a maximum of two percent (2%) of such Compensation and the amount of the
matching contribution made on behalf of the Participant under the 401(k) Plan; provided,
however, that a Participant shall not be eligible for such Matching Contribution unless (a)
such Participant has elected to defer a minimum of two percent (2%) of Compensation into the
Plan and (b) has elected to defer the maximum amount of compensation permitted under the
401(k) Plan. The Matching Contribution shall be credited to the Retirement Account as soon as
practical after the end of the Deferral Period, but in no event later than 90 days after the
close of such year.
	 
	4.5	 	Discretionary Contributions. In its sole discretion, Company may make Discretionary
Contributions to a Participant’s Retirement Account. Discretionary Contributions shall be
credited at such times and in such amounts as approved by the Committee.
	 
	4.6	 	Determination of Accounts. Each Participant’s Account as of each Determination Date
shall consist of the balance of the Account as of the immediately preceding Determination
Date, adjusted as follows:






	 	a)	 	New Deferrals. Each Account shall be increased by any deferred
Compensation credited since such prior Determination Date in the proportion chosen by
the Participant, except that no amount of new deferrals shall be credited to an Account
at the same time that a distribution is to be made from that Account.
	 
	 	b)	 	Company Contributions. Each Account shall be increased by any Matching
and/or Discretionary Contributions credited since such prior Determination as set forth
above in sections 4.4, and 4.5 or as otherwise directed by the Committee.
	 
	 	c)	 	Distributions. Each Account shall be reduced by the amount of each
benefit payment made from that Account since the prior Determination Date.





 









 





	 	 	 	Distributions shall be deemed to have been made proportionally from each of the
Valuation Funds maintained within such Account based on the proportion that such
Valuation Fund bears to the sum of all Valuation Funds maintained within such
Account for that Participant as of the Determination Date immediately preceding the
date of payment.






	 	d)	 	Interest. Each Account shall be increased or decreased by the Interest
credited to such Account since such Determination Date as though the balance of that
Account as of the beginning of the current month had been invested in the applicable
Valuation Funds chosen by the Participant.






	4.7	 	Vesting of Accounts. Each Participant shall be vested in the amounts credited to
such Participant’s Account and Interest thereon as follows:






	 	a)	 	Initial Account Balance. A Participant shall be one hundred percent
(100%) vested at all times in his Initial Account Balance and Interest thereon.
	 
	 	b)	 	Participant Deferrals. A Participant shall be one hundred percent
(100%) vested at all times in the amount of Compensation elected by the Participant to
be deferred under this Plan, including any Interest thereon.
	 
	 	c)	 	Matching Contributions. A Participant’s Matching Contributions and
Interest thereon shall be one hundred percent (100%) vested at all times.
	 
	 	d)	 	Discretionary Contributions. A Participant’s Discretionary
Contributions and Interest thereon shall become vested as determined by the Committee.






	4.8	 	Statement of Accounts. The Committee shall give to each Participant a statement
showing the balances in the Participant’s Account on a quarterly basis.





ARTICLE V — PLAN BENEFITS





	5.1	 	Retirement Account. The vested portion of a Participant’s Retirement Account shall
be distributed as follows:






	 	a)	 	Timing of Payment. Benefits payable from a Participant’s Retirement
Account shall commence during the January immediately following the date of such
Participant’s termination of employment with the Company and its Affiliates, or
termination of service on the Board, as applicable, but in no event earlier than six
(6) months following the Participant’s termination (and in the case of installments,
the first payment after such six (6) month deferral shall include all installments
scheduled to be paid prior to such date).
	 
	 	b)	 	Form of Payment. The form of benefit payment shall be that form
selected by the Participant in the first Deferral Commitment which designated that a
portion of the Compensation deferred be allocated to the Retirement Account, and as
permitted pursuant to Section 5.6 below, except that if such Participant terminates
employment or service on the Board prior to Retirement, or has not specified a form of
payment with respect to his Retirement Account, the Retirement Account shall be paid in
annual installments over three (3) years. If the form of payment




 









 






	 	 	 	selected provides for subsequent payments, subsequent payments shall be made on or
about the anniversary of the initial payment.






	5.2	 	In-Service Account. The vested portion of a Participant’s In-Service Account shall be
distributed to the Participant upon the date chosen by the Participant except as otherwise
provided by the Plan.






	 	a)	 	Timing of Payment. Subject to Section 5.2(c), benefits payable from a
Participant’s In-Service Account shall commence as of January of the year specified in
the first Deferral Commitment which designated a portion of the Compensation deferred
be allocated to such In-Service Account. In no event shall the date selected be
earlier than the first day of the third calendar year following the initial filing of
the Deferral Commitment with respect to that In-Service Account. In the event that the
Participant terminates employment with the Company and its Affiliates, or terminates
service on the Board, prior to the year so specified, the benefits under this section
shall commence during the January immediately following such termination, as
applicable, but in no event earlier than six (6) months following the Participant’s
termination (and in the case of installments, the first payment after such six (6)
month deferral shall include all installments scheduled to be paid prior to such date).
	 
	 	b)	 	Form of Payment. The form of benefit payment from the In-Service
Account shall be that form selected by the Participant pursuant to Section 5.6, below,
except that if the Participant terminates employment with the Company and its
Affiliates, or terminates service on the Board, prior to the year so specified, or has
not specified a form of payment, then the In-Service Account shall be paid in the form
of a lump sum payment. If the form of payment selected provides for subsequent
payments, subsequent payments shall be made on the anniversary of the initial
payment. 
	 
	 	c)	 	Change of Form and/or Time of Payment. The Participant may
subsequently amend the form of payment (previously elected under paragraph (b)
immediately above) or the intended date of payment (previously elected under paragraph
(a) immediately above) to a date later than that date of payment in force immediately
prior to the filing of such request, by filing such amendment with the Committee no
later than twelve (12) months prior to the then current date of payment. The
Participant may file this amendment, provided that each amendment must provide for a
payout as otherwise permitted under the Plan at a date no earlier than five (5) years
after the date of payment in force immediately prior to the filing of such request, and
the amendment may not take effect for twelve (12) months after the request is made.
For purposes of this Article, a payment of amounts under this Plan, including the
payment of annual installments over a number of years, shall be treated as a single
payment, as provided in Treas. Reg. Section 1-409A-2(b)(2)(iii).






	5.3	 	Death Benefit. Upon the death of a Participant prior to the commencement of benefits
under this Plan, the Company shall pay to the Participant’s Beneficiary an amount equal to the
vested Account balance in that Account in the form of a lump sum payment paid no later than
ninety (90) days immediately following the date of death. In the event of




 









 






	 	 	the death of the Participant after the commencement of benefits under this Plan from any
Account, the benefits from that Account shall be paid to the Participant’s designated
Beneficiary in the form of a lump sum payment paid no later than ninety (90) days
immediately following the date of death.






	5.4	 	Financial Hardship Distributions. Upon a finding that a Participant has suffered a
Financial Hardship, the Committee shall, terminate the existing Deferral Commitment, and/or
make distributions from any or all of the Participant’s Accounts in accordance with the
provision of this Section 5.4. The amount of any such distribution shall be limited to the
amount reasonably necessary to meet the Participant’s needs resulting from the Financial
Hardship plus amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such Financial Hardship is or may
be relieved through the cancellation of any Deferral Commitment, the reimbursement or
compensation by insurance, or otherwise or by liquidation of the Participant’s assets (to the
extent that liquidation of such assets would not itself cause severe financial hardship). The
amount of any such distribution will not exceed the Participant’s vested Account balances. If
payment is made due to Financial Hardship, the Participant’s deferrals under this Plan shall
cease for the period of the Financial Hardship and for twelve (12) months thereafter. If the
Participant is again eligible to participate, any resumption of the Participant’s deferrals
under the Plan after such twelve (12) month period shall be made only at the election of the
Participant in accordance with Article III herein.
	 
	5.5	 	Disability Distributions. Upon a finding that a Participant has suffered a
Disability, the Committee shall make distributions from any or all of the Participant’s
Accounts. The amount of such distribution shall be limited to the amount reasonably necessary
to meet the Participant’s needs resulting from the Disability determined using the guidelines
set forth in Section 5.4.
	 
	5.6	 	Form of Payment. Unless otherwise specified in this Article, the benefits payable
from any Account under this Plan shall be paid in the form of benefit as provided below, and
specified by the Participant in the Distribution Election applicable to that Account as of the
time of the initial deferral or credit to that Account. The permitted forms of benefit
payments are:






	 	a)	 	A lump sum amount equal to the vested Account balance.
	 
	 	b)	 	Annual installments for a period of up to fifteen (15) years (or in the event
of payment of the In-Service Account, a maximum of ten (10) years) where the annual
payment shall be equal to the balance of the Account immediately prior to the payment,
multiplied by a fraction, the numerator of which is one (1) and the denominator of
which equals the number of annual payment initially chosen reduced by one (1) for each
year an installment payment has been made. Interest on the unpaid balance shall be
based on the most recent allocation among the available Valuation Funds chosen by the
Participant, made in accordance with Section 4.3, above.






	5.7	 	Small Account. If the total of a Participant’s vested Retirement Account balance or
In-Service Account balance as of the time the payments are to commence from the




 









 






	 	 	Participant’s Account is less than $10,000, the vested Account shall be paid in a lump sum
at such time, notwithstanding any election by the Participant to the contrary.






	5.8	 	Dual Status. In the case of a Participant who is both an employee of the Company or
an Affiliate and a member of the Board, distribution based on termination shall not occur
until the Participant’s service as both an employee and a Director terminates.
	 
	5.9	 	Withholding; Payroll Taxes. The Company shall withhold from any payment made
pursuant to this Plan any taxes required to be withheld from such payments under local, state
or federal law. A Beneficiary, however, may elect not to have withholding of federal income
tax pursuant to Section 3405(a)(2) of the Code, or any successor provision thereto.
	 
	5.10	 	Payments in Connection with a Domestic Relations Order. Notwithstanding anything to
the contrary, the Company may make distributions to someone other than the Participant if such
payment is necessary to comply with a domestic relations order, as defined in Section
414(p)(1)(B) of the Code, involving the Participant. Where the domestic relations order
permits discretion on the part of the non-Participant spouse and such discretion has not been
exercised, the Company shall distribute to the non-Participant spouse the amounts subject to
the order as soon as practical.
	 
	5.11	 	Payment to Guardian. If a Plan benefit is payable to a minor or a person declared
incompetent or to a person incapable of handling the disposition of the property, the
Committee may direct payment to the guardian, legal representative or person having the care
and custody of such minor, incompetent or person. The Committee may require proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate prior to
distribution. Such distribution shall completely discharge the Committee and Company from all
liability with respect to such benefit.
	 
	5.12	 	Effect of Payment. The full payment of the applicable benefit under this Article V
shall completely discharge all obligations on the part of the Company to the Participant (and
the Participant’s Beneficiary) with respect to the operation of this Plan, and the
Participant’s (and Participant’s Beneficiary’s) rights under this Plan shall terminate.





ARTICLE VI — BENEFICIARY DESIGNATION





	6.1	 	Beneficiary Designation. Each Participant shall have the right, at any time, to
designate one or more persons or entities as Beneficiary (both primary as well as secondary)
to whom benefits under this Plan shall be paid in the event of Participant’s death prior to
complete distribution of the Participant’s vested Account balance. Each Beneficiary
designation shall be in a written form prescribed by the Committee and shall be effective only
when filed with the Committee during the Participant’s lifetime.
	 
	6.2	 	Changing Beneficiary. Any Beneficiary designation may be changed by a Participant at
any time without the consent of the previously named Beneficiary by the filing of a new
Beneficiary designation with the Committee.
	 
	6.3	 	No Beneficiary Designation. If any Participant fails to designate a Beneficiary in
the manner provided above, if the designation is void, or if the Beneficiary designated by a




 









 






	 	 	deceased Participant dies before the Participant or before complete distribution of the
Participant’s benefits, the Participant’s Beneficiary shall be the person in the first of
the following classes in which there is a survivor:






	 	a)	 	The Participant’s surviving spouse.
	 
	 	b)	 	The Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leaves surviving issue, then such issue shall take by
right of representation the share the deceased child would have taken if living.
	 
	 	c)	 	The Participant’s estate.






	6.4	 	Effect of Payment. Payment to the Beneficiary shall completely discharge the
Company’s obligations under this Plan.





ARTICLE VII — ADMINISTRATION





	7.1	 	Committee; Duties. This Plan shall be administered by the Committee. The Committee
shall have the authority to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of the Plan and decide or resolve any and all questions,
including interpretations of the Plan, as they may arise in such administration. Benefits
under the Plan will be paid if the Committee, in its discretion, decides they are payable. A
majority vote of the Committee members shall control any decision. Members of the Committee
may be Participants under this Plan; provided, however, that no Committee member may make
decisions regarding his own benefits under the Plan.
	 
	7.2	 	Agents. The Committee may, from time to time, employ agents and delegate to them
such administrative duties as it sees fit, and may from time to time consult with counsel who
may be counsel to the Company.
	 
	7.3	 	Binding Effect of Decisions. The decision or action of the Committee with respect
to any question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder shall be final,
conclusive and binding upon all persons having any interest in the Plan.
	 
	7.4	 	Indemnity of Committee. The Company shall indemnify and hold harmless the members
of the Committee against any and all claims, loss, damage, expense or liability arising from
any action or failure to act with respect to this Plan on account of such member’s service on
the Committee, except in the case of gross negligence or willful misconduct.





ARTICLE VIII — CLAIMS PROCEDURE





	8.1	 	Claim. Any person or entity claiming a benefit, requesting an interpretation or
ruling under the Plan (hereinafter referred to as “Claimant”), or requesting information under
the Plan shall present the request in writing to the Committee, which shall respond in writing
as soon as practical, but in no event later than ninety (90) days after receiving the initial
claim (or no later than forty-five (45) days after receiving the initial claim regarding a
Disability under this Plan).




 









 












	8.2	 	Denial of Claim. If the claim or request is denied, the written notice of denial
shall state:






	 	a)	 	The reasons for denial, with specific reference to the Plan provisions on which
the denial is based;
	 
	 	b)	 	A description of any additional material or information required and an
explanation of why it is necessary, in which event the time frames listed in section
8.1 shall be one hundred and eighty (180) and seventy-five (75) days from the date of
the initial claim respectively; and
	 
	 	c)	 	An explanation of the Plan’s claim review procedure.






	8.3	 	Review of Claim. Any Claimant whose claim or request is denied or who has not
received a response within sixty (60) days (or one hundred and eighty (180) days in the event
of a claim regarding a Disability) may request a review by notice given in writing to the
Committee. Such request must be made within sixty (60) days (or one hundred and eighty (180)
days in the event of a claim regarding a Disability) after receipt by the Claimant of the
written notice of denial, or in the event Claimant has not received a response sixty (60) days
(or one hundred and eighty (180) days in the event of a claim regarding a Disability) after
receipt by the Committee of Claimant’s claim or request. The claim or request shall be
reviewed by the Committee which may, but shall not be required to, grant the Claimant a
hearing. On review, the claimant may have representation, examine pertinent documents, and
submit issues and comments in writing.
	 
	8.4	 	Final Decision. The decision on review shall normally be made within sixty (60) days
(or forty-five (45) days in the event of a claim regarding a Disability) after the Committee’s
receipt of claimant’s claim or request. If an extension of time is required for a hearing or
other special circumstances, the Claimant shall be notified and the time limit shall be one
hundred twenty (120) days (or ninety (90) days in the event of a claim regarding a
Disability). The decision shall be in writing and shall state the reasons and the relevant
Plan provisions. All decisions on review shall be final and bind all parties concerned.





ARTICLE IX — AMENDMENT AND TERMINATION OF PLAN





	9.1	 	Amendment. The Board may at any time amend the Plan by written instrument, notice of
which is given to all Participants receiving installment payments, except that no amendment
shall reduce the amount accrued in any Account as of the date the amendment is adopted.
	 
	9.2	 	Company’s Right to Terminate.






	 	a)	 	The Board may, in its sole discretion, terminate the entire Plan, or terminate
a portion of the Plan that is identified as an elective account balance plan as defined
in Treas. Reg. Section 1.409A -1(c)(2)(i)(A), or as a nonelective account balance plan
as defined in Treas. Reg. Section 1.409A -1(c)(2)(i)(B).




 









 












	 	b)	 	Upon termination of the Plan or portion thereof, distribution of Accounts shall
continue to be made to each Participant or Beneficiary in the manner and at the time
prescribed in Article V.
	 
	 	c)	 	In lieu of distributions made upon termination of the Plan or a portion thereof
as described in Section 9.2(b), the Board may in its discretion require earlier
distribution of all benefits due under the Plan or portion thereof, provided that:






	 	i)	 	The termination of the Plan does not occur proximate to a
downturn in the financial health, as determined by the Committee, of the
Company;
	 
	 	ii)	 	The Company also terminates all other plans or arrangements
which are considered to be of a similar type as defined in Treas. Reg. Section
1.409A -1(c)(2)(i), or as otherwise provided by the Code, as the portion of the
Plan which has been terminated;
	 
	 	iii)	 	No payments made in connection with the termination of the Plan
occur earlier than 12 months following the Plan termination date other than
payments the Plan would have made irrespective of Plan termination;
	 
	 	iv)	 	All payments made in connection with the termination of the
Plan are completed within 24 months following the Plan termination date;
	 
	 	v)	 	The Company does not establish a new plan of a similar type as
defined in Treas. Reg. Section 1.409A -1(c)(2)(i), within 3 years following the
Plan termination date of the portion of the Plan which has been terminated; and
	 
	 	vi)	 	The Company meets any other requirements deemed necessary to
comply with provisions of the Code and applicable regulations which permit the
acceleration of the time and form of payment made in connection with plan
terminations and liquidations.






	 	d)	 	Upon termination of the Plan or portion thereof, (i) no additional
contributions shall be credited to the affected Account(s) of a Participant, but such
Account(s) shall continue to be credited with gains and losses pursuant to Section 4.6
until the balance of such Account(s) has been fully distributed to the Participant or
his Beneficiary; and (ii) the Participant shall continue to vest in his Discretionary
Contributions and Interest thereon as determined by the Committee.





ARTICLE X — MISCELLANEOUS





	10.1	 	Unfunded Plan. This plan is an unfunded plan maintained primarily to provide deferred
compensation benefits for a select group of “management or highly-compensated employees”
within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), and therefore is exempt from the provisions of Parts 2, 3
and 4 of Title I of ERISA.
	 
	10.2	 	Unsecured General Creditor. Notwithstanding any other provision of this Plan,
Participants and Participants’ Beneficiaries shall be unsecured general creditors, with no
secured or preferential rights to any assets of Company or any other party for payment of




 









 






	 	 	benefits under this Plan. Any property held by Company for the purpose of generating the
cash flow for benefit payments shall remain its general, unpledged and unrestricted assets.
Company’s obligation under the Plan shall be an unfunded and unsecured promise to pay money
in the future.






	10.3	 	Trust Fund. Company shall be responsible for the payment of all benefits provided
under the Plan. At its discretion, Company may establish one or more trusts, with such
trustees as the Board may approve, for the purpose of assisting in the payment of such
benefits. The assets of any such trust shall be held for payment of all Company’s general
creditors in the event of insolvency. To the extent any benefits provided under the Plan are
paid from any such trust, Company shall have no further obligation to pay them. If not paid
from the trust, such benefits shall remain the obligation of Company.
	 
	10.4	 	Nonassignability. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are, expressly declared to be
unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person, nor be transferable
by operation of law in the event of a Participant’s or any other person’s bankruptcy or
insolvency.
	 
	10.5	 	Not a Contract of Employment; Not a Contract for Services. This Plan shall not
constitute a contract of employment between Company and the Participant. Nothing in this Plan
shall give a Participant the right to be retained in the service of Company or to interfere
with the right of the Company to discipline or discharge a Participant at any time.
	 
	10.6	 	Protective Provisions. A Participant will cooperate with Company by furnishing any
and all information requested by Company, in order to facilitate the payment of benefits
hereunder, and by taking such physical examinations as Company may deem necessary and taking
such other action as may be requested by Company.
	 
	10.7	 	Governing Law. The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Illinois, except as preempted by federal law.
	 
	10.8	 	Validity. If any provision of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and invalid provision had never been
inserted herein.
	 
	10.9	 	Notice. Any notice required or permitted under the Plan shall be sufficient if in
writing and hand delivered or sent by registered or certified mail. Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown
on the postmark on the receipt for registration or certification. Mailed notice to the
Committee shall be directed to the company’s address. Mailed notice to a Participant or
Beneficiary shall be directed to the individual’s last known address in company’s records.




 









 












	10.10	 	Successors. The provisions of this Plan shall bind and inure to the benefit of
Company and its successors and assigns. The term successors as used herein shall include any
corporate or other business entity which shall, whether by merger, consolidation, purchase or
otherwise acquire all or substantially all of the business and assets of Company, and
successors of any such corporation or other business entity.





	 	 	 	 	 
	 	DEVRY INC.

 	 
	 	BY:  	 	 
	 	 	 	 




	 	 	 	 	 
	 	DATED: