DeVry 10-Q 09-30-2006


    
      

    


    EXHIBIT
      10(y)

    June
      16,
      2006

     

     

    Richard
      Gunst

    411
      Ruby
      Street

    Clarendon
      Hills, IL 60514

    


    Dear
      Rick,

    


    I
      am very
      pleased to offer you the opportunity to serve as Chief Financial Officer of
      DeVry Inc. You have impressed everyone you’ve met, and we have the utmost
      confidence in your abilities. 

    


    Subject
      to the specific provisions of the DeVry Inc. compensation policy, the key
      components of your compensation package are as follows:

    


    
      	 	
              1.

            	
              A
                base salary of $275,000, to be earned and paid in monthly installments
                less applicable deductions and withholdings. Your salary will be
                reviewed
                annually, based upon a written performance
                appraisal.

            


    

    


    
      	 	
              2.

            	
              Eligibility
                for a performance bonus with a first year potential of 50% of your
                base
                salary. You and I will discuss the specifics and together establish
                your
                performance objectives.

            


    

    


    
      	 	
              3.

            	
              Options
                for 35,000 shares of DeVry stock awarded as of the day you start
                with
                DeVry, subject to the policies of DeVry’s written incentive plans and
                approval by the compensation committee of DeVry’s Board. Additional grants
                may be made available to you annually, based upon your performance,
                subject to the terms and conditions of the applicable DeVry incentive
                plans. I would anticipate that annual grants could be in the range
                of
                25,000 shares, based on performance. You have asked about vesting
                of stock
                options in the event of a change in control. I have enclosed a memo
                from
                our general counsel discussing this for your
                review.

            


    

    


    
      	 	
              4.

            	
              An
                automobile may be leased under the guidelines of the DeVry Inc. Executive
                Automobile Program. In addition, you will be reimbursed for the cost
                of
                fuel and the maintenance of the
                vehicle.

            


    

    


    
      	 	
              5.

            	
              A
                benefits program which includes excellent health coverage, a 401(K)
                retirement and profit sharing plan, which can add an additional 4%
                to your
                gross earnings, a newly introduced Employee Stock Purchase Plan,
                which
                will permit you to acquire DeVry stock 5% below market price pursuant
                to
                the limits of this registered plan, and an opportunity to participate
                in
                the DeVry Management Deferred Compensation Plan. Also, you will be
                enrolled in the Executive Health Program (“Execucare”) at no cost to you.
                Jack Calabro will discuss the details with you during your
                orientation.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              6.

            	
              Notwithstanding
                the existing policy, you will receive four (4) weeks of vacation
                annually,
                to be scheduled in advance with the approval of the
                CEO.

            


    

    


    
      	 	
              7.

            	
              While
                we expect a lengthy, mutually satisfactory relationship it is appropriate
                to clarify (i) that your employment is at will and may be terminated
                by
                you or us at any time; and, (ii) the terms of severance should we
                separate. If your employment is terminated by DeVry other than in
                the
                event of your death or disability or for cause, you will receive,
                upon
                execution of an appropriate release, continuation of your base salary
                exclusive of any bonus or benefits for one (1) year past the date
                of
                termination of employment, paid in monthly installments, less applicable
                deductions for tax and other withholdings. In this regard, “for cause”
                shall generally mean: (a) the willful disregard of a published company
                policy if such violation continues after written notice to you; (b)
                the
                willful and continued failure by you to substantially and satisfactorily
                perform your duties after a written demand for performance is delivered
                to
                you; and, (c) willfully engaging in conduct which is demonstrably
                and
                materially injurious to the company’s interests, assets, business,
                reputation or otherwise.

            


    

    


    We
      very
      much look forward to welcoming you to DeVry and to working closely with you
      as
      we pursue many exciting opportunities. We know that you can make a significant
      contribution to DeVry’s success by providing vision and leadership as we move
      toward becoming the leader in proprietary education.

    


    


    Sincerely,

    


    

      
        	
                /s/
                  Daniel Hamburger

              	 
	
                Daniel
                  Hamburger

              	 
	
                President
                  and COO

              	 


      



    
      	
              Cc:

            	
              Ron
                Taylor

            


    

    Norm
      Levine

    Jack
      Calabro

    


    


    Agreed
      and accepted effective as of the 24th
      day of
      July, 2006.

    


    


    
      	
              /s/
                Richard Gunst

            	 
	
              Richard
                Gunst