9


 


Exhibit 10.1 


 


2U,
inc.

SEVERANCE PAY

AND

CHANGE IN CONTROL

PLAN


 


Effective as of February 14, 2020


 


INTRODUCTION


 


The purpose of the
2U, Inc. Severance Pay and Change in Control Plan (the “Plan”) is to provide assurances of specified benefits
to designated employees of the Company who are members of a select group of management or highly compensated employees (as determined
in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) in the event their employment is terminated under the circumstances
described in the Plan.


 


Unless otherwise agreed
to in writing between the Company and an Eligible Employee on or after the date hereof, the Plan shall supersede, and Eligible
Employees covered by the Plan shall not be eligible to participate in any other severance or termination plan, policy or practice
of the Company, or agreement or arrangement between an Eligible Employee and the Company, that could otherwise apply under the
circumstances described herein. The Plan is intended to be a “top-hat” pension benefit plan within the meaning of U.S.
Department of Labor Regulation Section 2520.104-23. This document shall constitute both the plan document and summary booklet and
shall be distributed to Participants in this form.


 


Capitalized terms and
phrases used herein shall have the meanings ascribed thereto in Article I.


 


ARTICLE
I



Definitions


 


For purposes of the
Plan, capitalized terms and phrases used herein shall have the meanings ascribed in this Article.


 


1.1             
“Accrued Amounts” means the sum of (i) any base salary earned but unpaid through the date of the Participant’s
Qualifying Termination, (ii) any unreimbursed expenses in accordance with the Company’s expense reimbursement policy, (iii)
payments for any accrued but unused vacation leave and/or paid time off through the date of the Participant’s Qualifying
Termination, payable pursuant to the terms of the Company’s vacation leave and paid time off policies, as applicable, (iv)
any earned but unpaid bonus for any prior completed fiscal years of the Company and (v) any accrued and vested rights or benefits
under any Company-sponsored employee benefit plans payable in accordance with the terms and conditions of such plans. Amounts payable
in respect of (i), (ii), (iii) or (iv) of the foregoing shall be paid as soon as administratively practicable, but in no event
later than thirty (30) days, following a Participant’s Qualifying Termination.


 






     


     


    

 


1.2             
“Administrator” means the Company, acting through the Committee or another duly authorized committee
of members of the Board, or any person to whom the Administrator has delegated any authority or responsibility with respect to
the Plan pursuant to Section 4.4, but only to the extent of such delegation.


 


1.3             
“Affiliate” means, at the time of determination, any “parent” or “subsidiary”
of the Company as such terms are defined in Rule 405 of the Securities Act. The Administrator will have the authority to determine
the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.


 


1.4             
“Anticipatory Qualifying CIC Termination” shall have the meaning set forth in Section 2.3(c).


 


1.5             
“Base Salary” means, except as otherwise agreed in writing between a Participant and the Company, a Participant’s
highest rate of annual base compensation for services paid by the Company to the Participant at any time during the twelve (12)
month period prior to the Participant’s Qualifying Termination. Base Salary shall not include commissions, bonuses, overtime
pay, incentive compensation, benefits paid under any qualified plan, any group medical, dental or other welfare benefit plan, non-cash
compensation or any other additional compensation, but shall include amounts reduced pursuant to a Participant’s salary reduction
agreement under Section 125, 132(f)(4) or 401(k) of the Code, if any, or a nonqualified elective deferred compensation arrangement,
if any, to the extent that in each such case the reduction is to base salary.


 


1.6             
“Board” means the Board of Directors of the Company.


 


1.7             
“Bonus” means a Participant’s highest annual target cash performance bonus at any time during
the twelve (12) month period prior to the Participant’s Qualifying Termination.


 


1.8             
“Bonus Plan” means 2U, Inc.’s annual corporate bonus plan or program, as may be adopted from time
to time, or any successor annual incentive plan adopted by the Company pursuant to which the Company pays annual performance-based
cash bonuses.


 


1.9             
“Cause” means the occurrence of any of the following events as determined by the Administrator in its
sole discretion:


 


(a)              
as to a Tier I Participant or a Tier II Participant: (i) the Participant’s indictment for, or conviction or plea of
guilty or nolo contendere to, any felony or any crime involving moral turpitude under the laws of the United States or any state
thereof; (ii) the Participant’s commission of, or participation in, a fraud or act of willful dishonesty against the Company,
or any intentional and unlawful harassment or discrimination in the course of the Participant’s employment with the Company;
(iii) the Participant’s intentional, material violation of any contract or agreement between the Participant and the Company
which (if curable) is not cured within fifteen (15) days of written notice by the Company to the Participant; (iv) the Participant’s
intentional and unauthorized use or disclosure of Confidential Information (as defined in Section 2.9(a)), which results, or would
reasonably be expected to result, in material harm to the Company or its Affiliates; or (v) the Participant’s gross misconduct
in connection with the performance of his or her duties; and


 






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(b)              
as to a Tier III Participant: (i) the Participant’s commission of any felony or any crime involving fraud, dishonesty,
or moral turpitude under the laws of the United States or any state thereof; (ii) the Participant’s actual or attempted commission
of, or participation in, a fraud or act of dishonesty against the Company; (iii) the Participant’s intentional, material
violation of (A) any contract or agreement between the Participant and the Company which (if curable) is not cured within fifteen
(15) days of written notice by the Company to the Participant or (B) of any statutory duty owed to the Company; (iv) the Participant’s
unauthorized use or disclosure of any confidential information or trade secrets, including Confidential Information (as defined
in Section 2.9(a)); or (v) the Participant’s gross misconduct.


 


1.10         
“Change in Control” means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events:


 


(a)              
any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50%
of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation
or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (i) on account of the acquisition
of securities of the Company directly from the Company, (ii) on account of the acquisition of securities of the Company by an investor,
any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series
of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities,
or (iii) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds
the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting
securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition,
the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had
not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control will be deemed to occur;


 


(b)              
there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,
immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately
prior thereto do not Own, directly or indirectly, either (i) outstanding voting securities representing more than 50% of the combined
outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (ii) more than 50% of
the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction,
in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately
prior to such transaction;


 


(c)              
there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all
of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the
voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of
the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or


 






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(d)              
individuals who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or
nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


Notwithstanding the foregoing
definition or any other provision of the Plan, the term Change in Control will not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company.


 


1.11         
“Change in Control Period” means:


 


(a)              
as to a Tier I Participant or a Tier II Participant, the time period beginning on the date that is three (3) months
prior to the effective date of a Change in Control and ending on the date that is twelve (12) months following the effective date
of such Change in Control; or


 


(b)              
as to a Tier III Participant, the time period beginning on the effective date of a Change in Control and ending on the date
that is three (3) months following such Change in Control.


 


1.12         
“CIC Health Payment” means, as applicable, the benefit set forth in Section 2.3(b) of the Plan.


 


1.13         
 “CIC Severance Payment” means the payments set forth in Section 2.3(a) of the Plan.


 


1.14         
“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 


1.15         
“Code” means the Internal Revenue Code of 1986, as amended.


 


1.16         
“Code Section 409A” means Section 409A of the Code together with the treasury regulations and other official
guidance promulgated thereunder.


 


1.17         
“Committee” means the Compensation Committee of the Board or such other committee of the Board appointed
by the Board from time to time to administer the Plan.


 


1.18         
“Company” means 2U, Inc., a Delaware corporation, and any successor as provided in Article VI hereof.


 


1.19         
“Continuation Period” means the period commencing on the date of a Participant’s Qualifying Termination
and ending on the earliest of:


 


(a)              
(i) as to a Tier I Participant eighteen (18) months from such date, and (ii) as to a Tier II Participant or a Tier III Participant,
twelve (12) months from such date;


 






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(b)              
the date the Participant becomes eligible for coverage under the health insurance plan of a subsequent employer; and


 


(c)              
the date the Participant or the Participant’s eligible dependents, as the case may be, cease to be eligible under
COBRA.


 


1.20         
 “Continued Health Coverage” means the benefit set forth in Section 2.2(a)(ii) of the Plan.


 


1.21         
“Delay Period” means the period commencing on the date the Participant incurs a Separation from Service
from the Company until the earlier of (a) the six (6)-month anniversary of the date of such Separation from Service and (b) the
date of the Participant’s death.


 


1.22         
“Disability” means a Participant’s inability to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than twelve (12) months, as provided in Section 409A(a)(2)(c)(i) of the
Code, and will be determined by the Administrator on the basis of medical evidence as the Administrator deems warranted under the
circumstances.


 


1.23         
“Effective Date” means February 14, 2020.


 


1.24         
“Eligible Employee” means any employee of the Company who is part of a select group of management or
highly compensated employees and who has been selected and designated in writing by the Committee to participate in the Plan. An
Eligible Employee shall not include any temporary employee, independent contractor, consultant or any other person or entity for
whom the Company does not classify or treat as an employee. If, during any period, any such excluded person or entity is reclassified,
whether retroactively or otherwise, as an employee of the Company, such individual or entity shall not be an Eligible Employee
for that period.


 


1.25         
 “Entity” means a corporation, partnership, limited liability company or other entity.


 


1.26         
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


 


1.27         
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


1.28         
“Exchange Act Person” means any natural person, Entity or “group” (within the meaning of
Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (a) the Company or
any Subsidiary of the Company, (b) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or
other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (c) an underwriter
temporarily holding securities pursuant to a registered public offering of such securities, (d) an Entity Owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company or (e) any
natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the
Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting
power of the Company’s then outstanding securities.


 






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1.29         
 “Good Reason” means the occurrence of any of the following events without the Participant’s express
written consent:


 


(a)              
as to a Tier I Participant or a Tier II Participant, (i) the continual assignment of duties that are not commensurate in
any material respect with the Participant’s position, or a material diminution in the Participant’s position, authority,
reporting lines or responsibilities, including, without limitation, the Participant ceasing to have the same status, offices, titles
and seniority with the Company (or the Company’s successor in interest or its ultimate parent resulting from a Change in
Control) or to be in charge of a principal business unit, division or function (such as sales, administration or finance) of the
Company (or such successor or ultimate parent) in which the Participant had been in charge immediately prior to such diminution;
(ii) a material reduction in the Participant’s annual base salary and/or annual target incentive opportunity; (iii) a relocation
of the Participant’s principal work location to a location that is thirty-five (35) miles or more from Washington, DC and
results in a material increase in the Participant’s commute from his primary residence; or (iv) the Company’s material
violation of any written contract or agreement between the Participant and the Company, including this Plan (including, without
limitation, Section 6.1);


 


(b)              
as to a Tier III Participant, (i) the continual assignment, without the Participant’s consent, of duties that are
not commensurate in any material respect with the Participant’s position with 2U; or (ii) a reduction by more than ten percent
(10%) in the Participant’s annual base salary (unless the reduction is across the board for all other employees at the same
level within the Company), in each case, on or after the effective date of a Change in Control.


 


In order for an event
to qualify as Good Reason, (i) the Participant must first provide the Company with written notice of the acts or omissions
constituting the grounds for “Good Reason” within ninety (90) calendar days of the initial existence of the grounds
for “Good Reason” and a reasonable cure period of thirty (30) calendar days following the date of written notice (the
 “Cure Period”), and such grounds must not have been cured during the Cure Period, and the Participant must resign
his or her employment within the thirty (30) calendar days following the end of the Cure Period.


 


1.30         
 “Own,” “Owned,” “Owner,” “Ownership” means a person or Entity will
be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”
of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


1.31         
“Participant” means any Eligible Employee who is eligible to receive Plan Benefits under the Plan and
who is both presented with a Participation Letter and who signs and returns such Participation Letter within the time set forth
in Section 2.1.


 






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1.32         
“Participation Letter” means the letter from the Company informing an Eligible Employee of his or her
selection as a Participant and setting forth any additional terms and conditions of participation in the Plan, in substantially
the form attached hereto as Exhibit A or any such other form as determined by the Administrator from time to time, in its
sole and absolute discretion.


 


1.33         
“Plan Benefits” shall mean the payments or benefits under Sections 2.2 or 2.3, as applicable.


 


1.34         
 “Pro-Rata Bonus” means a pro-rata portion (based on the number of days employed during the applicable
performance period) of a Participant’s annual bonus under the Bonus Plan for the performance period in which the Participant’s
Qualifying Termination occurs, calculated based on actual results for the full performance period, using the same calculation methodologies
used to determine bonuses to similarly-situated active employees of the Company for the applicable performance period, payable
at the time that the annual performance bonus would otherwise be paid pursuant to the terms of the Bonus Plan.


 


1.35         
“Qualifying CIC Termination” means, following the Effective Date and during the Change in Control Period,
the termination of the employment of a Participant by the Company without Cause or by the Participant for Good Reason


 


1.36         
“Qualifying Standard Termination” means, following the Effective Date, the termination of the employment
of a Participant by the Company without Cause or, with respect to a Tier I Participant or a Tier II Participant only, by a Participant
for Good Reason.


 


1.37         
“Qualifying Termination” means a Qualifying Standard Termination or Qualifying CIC Termination, as applicable.


 


1.38         
 “Separation from Service” means a Participant’s termination of employment with the Company, provided
that such termination constitutes a separation from service within the meaning of Code Section 409A and the guidance issued thereunder.
All references in the Plan to a “Qualifying Standard Termination,” “Qualifying CIC Termination,” “termination,”
 “termination of employment” or like terms means Separation from Service.


 


1.39         
“Severance Multiple” means:


 


(a)              
upon a Qualifying Standard Termination:


 


(i)                
with respect to a Tier I Participant, one and one-half (1.5) times; and


 


(ii)               
with respect to a Tier II Participant or a Tier III Participant, one (1) times.


 






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(b)              
upon a Qualifying CIC Termination:


 


(i)                
with respect to a Tier I Participant, two (2) times;


 


(ii)               
with respect to a Tier II Participant, one and one-half (1.5) times; and


 


(iii)              
with respect to a Tier III Participant, one (1) times.


 


1.40         
 “Severance Payment” means the payments set forth in Section 2.2(a) of the Plan.


 


1.41         
“Specified Employee” means a Participant who, as of the date of his or her Separation from Service, is
deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using
the identification methodology selected by the Company from time to time in accordance therewith, or if none, the default methodology
set forth therein.


 


1.42         
 “Subsidiary” means with respect to the Company, (a) any corporation of which more than 50% of the outstanding
capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether,
at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening
of any contingency) is at the time, directly or indirectly, Owned by the Company, and (b) any partnership, limited liability company
or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits
or capital contribution) of more than 50%.


 


1.43         
“Tier I Participant” means the Chief Executive Officer of the Company, and any other Eligible Employee
who has been selected and designated in writing by the Committee as a “key executive” to participate in the Plan as
a Tier I Participant.


 


1.44         
“Tier II Participant” means an Eligible Employee who has been selected and designated in writing by the
Committee as a “key executive” to participate in the Plan as a Tier II Participant.


 


1.45         
“Tier III Participant” means an Eligible Employee who has been selected and designated in writing by
the Committee as a “key executive” to participate in the Plan as a Tier III Participant.


 


ARTICLE
II



PLAN BENEFITS


 


2.1             
Eligibility for Plan Benefits.


 


(a)              
Participation Letter. Subject to the terms and conditions of the Plan and any additional terms and conditions set
forth in a Participation Letter, a Participant who receives a Participation Letter, substantially in the form attached hereto as
Exhibit A, from the Company shall be eligible to receive Plan Benefits upon incurring a Qualifying Termination, provided
that the Participant executes and returns the Participation Letter to the person specified in the Participation Letter within fourteen
(14) calendar days of receipt. A Participant who does not timely execute and return the Participation Letter to the person specified
in the Participation Letter within fourteen (14) calendar days of receipt shall not be eligible to receive any Plan Benefits or
participate in the Plan. A Participant who timely executes and returns the Participation Letter shall be eligible to receive Plan
Benefits, which shall be determined as set forth in Section 2.1, 2.2 and 2.3, as applicable, subject to Sections 2.4 through 2.9
hereof. The Participation Letter shall indicate whether the Participant is a Tier I Participant, Tier II Participant or Tier III
Participant.


 






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(b)              
Non-Qualifying Terminations. A Participant shall not be entitled to Plan Benefits under the Plan if the Participant’s
employment is terminated (i) by the Company for Cause, (ii) prior to the Change in Control Period, (A) by a Tier I Participant
or Tier II Participant for any reason other than for Good Reason or (B) by a Tier III Participant for any reason, (iii) on or following
the Change in Control Period, by a Participant for any reason other than for Good Reason or (iv) on account of the Participant’s
death or Disability. Notwithstanding anything in the foregoing to the contrary, a Participant’s death and/or Disability that
occurs following a Qualifying Termination and prior to such time that all Plan Benefits have been paid to such Participant shall
not relieve or release the Company from its obligation to continue making all payments in respect of the Plan Benefits to the Participant
or the Participant’s estate, as applicable, in accordance with the terms hereof.


 


2.2             
Standard Severance Benefits. Subject to the provisions of Sections 2.4 through 2.9, if a Participant incurs
a Qualifying Standard Termination, such Participant shall be entitled to receive the Accrued Amounts, the Pro-Rata Bonus and the
payments and benefits described in Section 2.2(a) and (b):


 


(a)              
Severance Payment.


 


(i)                
Tier I Participants and Tier II Participants. Subject to the provisions of Sections 2.4 through 2.9, in the event
of a Qualifying Standard Termination of a Tier I Participant or a Tier II Participant, the Company shall pay and the Participant
shall be entitled to receive from the Company an aggregate amount equal to the product of (i) the sum of the Participant’s
Base Salary plus Bonus, multiplied by (ii) the Severance Multiple applicable to the Participant in connection with
a Qualifying Standard Termination, which amount shall be payable in accordance with the Company’s normal payroll practices
over a period of twelve (12) months following such Participant’s Qualifying Standard Termination, with the first payment
thereof to be paid on the first regularly scheduled payroll date of the Company occurring on or after the sixtieth (60th)
day following the date of the Participant’s Qualifying Termination and to include any amounts that would have been otherwise
payable to the Participant prior thereto. Notwithstanding the foregoing or anything in the Plan to the contrary, to the extent
required by Code Section 409A, the payment of the Severance Payments under this Section 2.2(a)(i) shall be subject to the Delay
Period as provided in Section 7.8(b) hereof.


 


(ii)             
Tier III Participants. Subject to the provisions of Sections 2.4 through 2.9, in the event of a Qualifying Standard
Termination of a Tier III Participant, the Company shall pay and the Participant shall be entitled to receive from the Company
an aggregate amount equal to the product of the Participant’s Base Salary, multiplied by the Severance Multiple applicable
to the Participant in connection with a Qualifying Standard Termination, payable in accordance with the Company’s normal
payroll practices over a period of twelve (12) months following such Participant’s Qualifying Standard Termination, with
the first payment thereof to be paid on the first regularly scheduled payroll date of the Company occurring on or after the sixtieth
(60th) day following the date of the Participant’s Qualifying Termination and to include any amounts that would
have been otherwise payable to the Participant prior thereto. Notwithstanding the foregoing or anything in the Plan to the contrary,
to the extent required by Code Section 409A, the payment of the Severance Payments under this Section 2.2(a)(ii) shall be subject
to the Delay Period as provided in Section 7.8(b) hereof.


 






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(b)              
Continued Health Coverage.


 


(i)                
Tier I Participants and Tier II Participants. Subject to the provisions of Sections 2.4 through 2.9, in the event
of a Qualifying Standard Termination of a Tier I Participant or a Tier II Participant, subject to the Participant’s timely
election pursuant to COBRA, during the Continuation Period applicable to the Participant, the Company shall, on a monthly basis,
pay or reimburse to the Participant the full cost of the monthly premiums for continued coverage pursuant to COBRA, for the Participant
and the Participant’s eligible dependents, under the Company’s group health plans in which the Participant participated
immediately prior to the date of termination of the Participant’s employment or materially equivalent plans maintained by
the Company covering its executives in replacement thereof. Following the Continuation Period, the Participant (or, if applicable,
the Participant’s qualified beneficiaries under COBRA) shall be entitled to such continued coverage for the remainder of
the COBRA period, if any, on a full self-pay basis to the extent eligible under COBRA.


 


(ii)             
Tier III Participants. Subject to the provisions of Sections 2.4 through 2.9, in the event of a Qualifying Standard
Termination a Tier III Participant, subject to the Participant’s timely election pursuant to COBRA and timely payment of
premiums at the applicable active employee rate for such employee and his or her spouse and eligible dependents (the “Applicable
Rate”), during the Continuation Period applicable to the Participant, the Company shall, on a monthly basis, pay or reimburse
to the Participant the cost of the monthly premiums for continued coverage pursuant to COBRA, for the Participant and the Participant’s
eligible dependents, under the Company’s group health plans in which the Participant participated immediately prior to the
date of termination of the Participant’s employment or materially equivalent plans maintained by the Company covering its
executives in replacement thereof, less the Applicable Rate. Following the Continuation Period, the Participant (or, if applicable,
the Participant’s qualified beneficiaries under COBRA) shall be entitled to such continued coverage for the remainder of
the COBRA period, if any, on a full self-pay basis to the extent eligible under COBRA.


 


2.3             
CIC Severance Benefits. Subject to the provisions of Sections 2.4 through 2.9, if a Participant incurs a Qualifying
Standard Termination, then such Participant shall be entitled to receive the Accrued Amounts, the Pro-Rata Bonus and, in lieu of
the payments and benefits described in Section 2.2(a) and (b), the payments and benefits described in Section 2.3(a) and (b), subject
to Section 2.3(c):


 


(a)              
CIC Severance Payment. Subject to the provisions of Sections 2.4 through 2.9, in the event of a Qualifying CIC Termination,
the Company shall pay and the Participant shall be entitled to receive from the Company an aggregate amount equal to (i) the sum
of the Participant’s Base Salary plus Bonus, multiplied by (ii) the Severance Multiple applicable to the Participant
in connection with a Qualifying CIC Termination, subject to Section 2.3(c), below, in the case of an Anticipatory Qualifying CIC
Termination. Such CIC Severance Payment shall be payable in a lump sum on the first regularly scheduled payroll of the Company
occurring on or after the sixtieth (60th) day following the date of the Participant’s Qualifying CIC Termination.
Notwithstanding the foregoing or anything in the Plan to the contrary, to the extent required by Code Section 409A, the payment
of the CIC Severance Payments under this Section 2.3(a) shall be subject to the Delay Period as provided in Section 7.8(b) hereof.


 






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(b)              
CIC Health Payment. Subject to the provisions of Sections 2.4 through 2.9, in the event of a Qualifying CIC Termination,
the Company shall pay and the Participant shall be entitled to receive from the Company an aggregate amount equal to the product
of (i) 1.02 multiplied by  (ii) the number of months in the Continuation Period applicable to the Participant multiplied
by (iii) the full monthly premium (both employer and employee portion) for the cost of insuring the Participant and the Participant’s
eligible dependents (to the extent coverage for such eligible dependents is elected by the Participant immediately prior to the
Qualifying CIC Termination) under the Company’s group health plans in which the Participant participated immediately prior
to the date of such Qualifying CIC Termination, subject to Section 2.3(c), below, in the case of an Anticipatory Qualifying CIC
Termination. Such CIC Health Payment shall be paid to the Participant in a lump sum on the first regularly scheduled payroll of
the Company occurring on or after the sixtieth (60th) day following the date of the Participant’s Qualifying CIC
Termination. Notwithstanding the payment of the CIC Health Payment, the Participant (or, if applicable, the Participant’s
qualified beneficiaries under COBRA) shall be entitled to elect continued coverage under COBRA on a full self-pay basis to the
extent eligible under COBRA.


 


(c)              
Anticipatory Qualifying CIC Terminations. In the event that a Tier I Participant or a Tier II Participant becomes
entitled to payments or benefits under this Section 2.3 due to a Qualifying Termination occurring during the applicable Change
in Control Period and prior to the effective date of the applicable Change in Control (an “Anticipatory Qualifying CIC
Termination”), then, notwithstanding anything in the foregoing to the contrary, as of the effective date of such Change
in Control, the Participant shall cease to receive future Severance Payments under Section 2.2(a) and Continued Health Coverage
under Section 2.2(b), and instead, within thirty (30) days following the effective date of such Change in Control, the Company
shall pay and the Participant shall be entitled to receive from the Company a lump sum payment equal to the sum of (i) the difference,
if any, of (A) the CIC Severance Payment, minus (B) the aggregate amount of Severance Payments already paid as of the effective
date of the Change in Control, plus (ii) the product of the CIC Health Payment, multiplied by the difference of (A)
one, minus (B) a fraction, the numerator of which is the number of full months from the date of the Qualifying Termination
through the date of the Change in Control and the denominator of which is the number of months in the Continuation Period (such
sum, the “Settlement Payment”). The Settlement Payment shall be in full settlement of the Company’s obligations
under the Plan with respect to the Severance Payment, the Continued Health Coverage, the CIC Severance Payment and the CIC Health
Payment. For the avoidance of doubt, the Pro-Rata Bonus, to the extent not theretofore paid, will remain payable at the time that
the applicable annual bonus would have otherwise been paid.


 



    11 


     


    





 


2.4             
Equity Awards. Any outstanding awards under any equity-based or other long-term performance incentive compensation
plan or program of the Company shall be subject to and treated in accordance with the terms and conditions of the applicable plan,
program and/or award agreements, which shall not be modified by the terms of this Plan; provided, however, that notwithstanding
anything in the foregoing to the contrary, for purposes of any outstanding awards held by a Participant under any such plan or
program of the Company, the definitions of “Cause” and “Good Reason” as provided in this Plan shall be
treated as if set forth in a written agreement between the Participant and the Company for purposes of such plan or program (to
the extent applicable); provided, further, however, that in the case of a Tier III Participant, such Tier
III Participant shall not have “Good Reason” as a result of this Section 2.4 for purposes of his or her outstanding
awards until the effective date of a Change in Control (and then only with regard to a Qualifying Termination thereafter that satisfies
the “Good Reason” requirements set forth herein), except to the extent that the applicable award agreement expressly
provides for “Good Reason” (or words of similar import) protection prior to or without regard to the occurrence of
a change in control (in which case the applicable “Good Reason” term as defined therein shall continue to apply with
regard to a qualifying termination prior to a Change in Control).


 


2.5             
Prior Agreements. The Plan Benefits under this Plan shall supersede and be in lieu of any severance or termination
benefits and/or payments a Participant may be eligible to receive under any other agreements, arrangements or severance plans by
and between the Participant and the Company. For the avoidance of doubt, there shall be no duplication of severance or termination
benefits, including the Plan Benefits, paid or payable to a Participant under this Plan and any other agreements, arrangements
or severance or termination plans by and between the Participant and the Company as a result of a Qualifying Termination.


 


2.6             
No Duty to Mitigate/Right to Set-off Severance. No Participant entitled to receive Plan Benefits hereunder
shall be required to seek other employment or to attempt in any way to reduce any amounts payable to the Participant by the Company
pursuant to the Plan. Except as provided in Section 1.18(b) hereof, there shall be no offset against any amounts due to the Participant
under the Plan on account of any remuneration attributable to any subsequent employment that the Participant may obtain or otherwise.
In the event of the Participant’s breach of any provision hereunder, including without limitation, Sections 2.6, 2.8 and
2.9 hereof, the Company shall be entitled to recover any payments previously made to the Participant hereunder. Plan Benefits shall
be reduced (offset) by any amounts payable under any statutory entitlement (including notice of termination, termination pay and/or
severance pay) of the Participant upon a termination of employment, including, without limitation, any payments related to an actual
or potential liability under the Worker Adjustment and Retraining Notification Act (WARN) or similar state or local law; provided
that any such reduction shall not be permitted against any payments of "nonqualified deferred compensation" for purposes
of Section 409A of the Code to the extent such offset would cause a violation of or result in adverse tax consequences to
a Participant under Section 409A of the Code.


 


2.7             
Release Required. Any Plan Benefits payable or to be provided pursuant to the Plan (other than the Accrued
Amounts) shall be conditioned upon the Participant’s execution, delivery and non-revocation, within sixty (60) days following
the effective date of the Participant’s Qualifying Termination, of a general release of claims in favor of the Company, its
Affiliates and other related persons, in the form attached hereto as Exhibit B (with such changes thereon as may be legally
necessary at the time of execution to make it enforceable, including, but not limited to the addition of any federal, state or
local laws) (the “Release”). For the avoidance of doubt, in no event will any Plan Benefits (other than the
Accrued Amounts) be paid or provided until the Release becomes effective and irrevocable.


 






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2.8             
Code Section 280G.


 


(a)              
In the event it is determined pursuant to clause (b) below, that part or all of the consideration, compensation or benefits
to be paid to the Participant under the Plan in connection with the Participant’s Qualifying Termination or under any other
plan, arrangement or agreement in connection therewith (each a “Payment”), constitutes a “parachute payment”
(or payments) under Section 280G(b)(2) of the Code, then, if the aggregate present value of such parachute payments (the “Parachute
Amount”) exceeds 2.99 times the Participant’s “base amount,” as defined in Section 280G(b)(3) of the
Code (the “Participant Base Amount”) and would be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), the amounts constituting “parachute payments” which would otherwise be payable
to or for the benefit of the Participant shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99
times the Participant Base Amount; provided, however, that the foregoing reduction shall be made only if and to the extent that
such reduction would result in an increase in the aggregate Payment to be provided, determined on a net after-tax basis (taking
into account the Excise Tax imposed, any tax imposed by any comparable provision of state law, and any applicable federal, state
and local income taxes).


 


(b)              
Any determination that a Payment constitutes a parachute payment and any calculation described in this Section 2.8 (“determination”)
shall be made in writing by a nationally recognized accounting or valuation firm (the “Firm”) selected by the
Company prior to the occurrence of a Change in Control, and may, at the Company’s election, be made prior to termination
of the Participant’s employment where the Company determines that a Change in Control is imminent. Such determination shall
be furnished in writing by the Firm to the Participant no later than thirty (30) days following the date of the Change in Control.
The Company and the Participant will furnish the Firm with such information and documents as the Firm may reasonably request in
order to make the determination required by this Section 2.8. Absent manifest error, the determination shall be binding, final
and conclusive upon the Company and the Participant.


 


(c)              
If the final determination made pursuant to clause (b) above results in a reduction of the Payments that would otherwise
be paid to the Participant except for the application of Section 2.8(a), the CIC Severance Payment shall be reduced, and then,
to the extent necessary pursuant to Section 2.8(a), the CIC Health Payment shall be reduced, or the Settlement Payment, to the
extent applicable, shall be reduced. Within ten (10) days following such determination, the Company shall pay to or distribute
to or for the benefit of the Participant such amounts as are then due to the Participant under the Plan and shall promptly pay
to or distribute to or for the benefit of the Participant in the future such amounts as become due to the Participant under the
Plan.


 






    13


     


    

 


(d)              
As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder,
it is possible that payments will be made by the Company which should not have been made under Section 2.8(a) (an “Overpayment”)
or that additional payments which are not made by the Company pursuant to Section 2.8(a) above should have been made (an “Underpayment”).
In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent
jurisdiction, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Participant
to the extent permitted by law, which the Participant shall repay to the Company together with interest at the applicable Federal
rate provided for in Section 7872(f)(2) of the Code. Nothing in this Section 2.8 is intended to violate the Sarbanes-Oxley Act
of 2002 and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so
as to make the advance a nonrefundable payment to the Participant and the repayment obligation null and void to the extent required
by such Act. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court
of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises under
the Plan, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Participant, together with interest
at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.


 


2.9             
Restrictive Covenants. As a condition to receiving the Plan Benefits, the Participant shall comply with the
restrictive covenants set forth herein and those set forth in the Participant’s Participation Letter and in any written employment
agreement, offer letter, restrictive covenant agreement, equity award agreement, or any other agreement between the Company and
the Participant in effect from time to time (collectively, the “Other Restrictive Covenants”). Notwithstanding
this Section 2.9, any action or omission expressly permitted under any written agreement between the Company and a Participant
will not give rise to a breach of any provision of this Plan.


 






    14


     


    

 


(a)              
Confidentiality Obligation. At all times during and after the Participant’s employment with the Company, the
Participant shall hold all Confidential Information (as defined below) in the strictest confidence and shall not use or disclose
any Confidential Information, or provide any third party with access to any Confidential Information, except as required in the
course of the Participant’s job responsibilities for the Company, unless (i) specifically authorized in writing by the Company;
(ii) as permitted by law where the disclosure is made (1) in confidence to a government official or to an attorney, either directly
or indirectly, solely for the purpose of reporting or investigating a suspected violation of law; (2) in a complaint or other document
filed in a lawsuit or other proceeding, so long as any such filing is made under seal; (3) in a lawsuit or proceeding against an
employer for retaliation based on the reporting of a suspected violation of law and/or to an attorney in any such lawsuit so long
as any document containing the information is filed under seal and the information is not otherwise disclosed, except pursuant
to court order; or (iii) such disclosure is to the Participant’s accountants, attorneys and/or spouse, provided that they
also agree to maintain the confidentiality of such Confidential Information. For purposes of the Plan, “Confidential Information”
shall mean confidential, proprietary, trade secret and other information, data, or knowledge that is treated as confidential or
proprietary by the Company or is not generally known by non-Company personnel, including but not limited to (A) any and all information,
data or knowledge disclosed by the Company to the Participant or learned by the Participant about the Company in connection with
the Participant’s employment with the Company, (B) any and all information, data or knowledge created or developed (in whole
or in part) by the Participant on behalf of, or in the course of the Participant’s employment with, the Company, (C) Customer
(as defined below) lists, student lists for the Company’s university partners, prospective Customer lists, and prospective
student lists for the Company’s university partners, (D) actual or prospective student personal information collected by
the Company and/or by any Customer, (E) any and all technical data, trade secrets or know how, patents in development, patent applications,
processes, formulas, technology, designs, drawings, hardware configuration, software, data compilations, trademarks in development,
original works of authorship, business and industry research, business plans, product plans, customer lists and customers, competitive
advantages, legal and personnel practices, marketing, finances or other business information, and financial data, whether or not
patentable or registrable under copyright or similar laws techniques, that were developed by the Company, by Company employees,
or otherwise for or on the Company’s behalf and (F) any information which the Company obtains from any third party (including
but not limited to any Customer) that the Participant knows or should know constitutes such third party’s confidential information.
Information, data or knowledge shall be considered “Confidential Information” regardless of whether it is written or
oral, and if written, regardless of how it was produced or reproduced or whether or not marked or specifically designated as confidential
or proprietary. “Confidential Information” shall not include any of the foregoing items which have become publicly
known and made generally available through no wrongful act of the Participant or of others who were under confidentiality obligations
as to the item or items involved. For purposes of the Plan, “Customer” shall mean any educational institution
(including any person or entity affiliated with any educational institution in a role related to digital education and/or online
program management products, technologies, and services) (i) that the Participant contacted, solicited business from, promoted
or marketed products or services to, rendered any service to, was assigned to, had management responsibilities for, or received
commissions, bonuses or incentives, or any other compensation on at any point in time during the last eighteen (18) months of the
Participant’s employment with the Company; and/or (ii) that was the subject of Confidential Information to which the Participant
had access during the Participant’s employment with the Company.


 


(b)              
Returning Company Documents. The Participant agrees that upon such Participant’s termination of employment
with the Company, or at any time at the Company’s request, the Participant will deliver to the Company (and will not keep
in the Participant’s possession (including in any physical, electronic, or online/cloud accounts or files), recreated or
delivered to anyone else) any and all Company devices, Confidential Information and any other Company property, including, but
not limited to, records, data, notes, reports, proposals, lists (specifically including, but not limited to, Customer lists and
student lists), correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property,
or reproductions of any aforementioned items developed or obtained by the Participant during the Participant’s employment
with the Company or otherwise belonging to the Company, its successors, subsidiaries, parent or assigns. Notwithstanding anything
in the foregoing to the contrary, Employee shall be permitted to retain, as his or her own property, Employee’s individual
personal documents (such as tax, payroll and employee benefit records) and his or her personal address book and/or rolodex to the
extent each contains (i) only contact information and (ii) no Confidential Information.


 






    15


     


    

 


(c)              
Remedies. By executing and returning a Participation Letter, the Participant acknowledges that the Participant’s
compliance with this Section 2.9 and the Other Restrictive Covenants is necessary to protect the business, good will and Confidential
Information of the Company and that a breach or threatened breach of any provision in this Section 2.9 or in the Other Restrictive
Covenants will irreparably and continually damage the Company, for which money damages may not be adequate. Accordingly, in the
event that the Participant breaches any provision in this Section 2.9 or the Other Restrictive Covenants, the Participant will
forfeit any remaining Plan Benefits and the Company shall be entitled to seek repayment of any Plan Benefits paid to the Participant
prior to the date of such breach. In addition, the Company will be entitled to preliminarily or permanently enjoin the Participant
from violating Section 2.9 or the Other Restrictive Covenants in order to prevent the continuation of such harm, without bond and
without prejudice to any other rights and remedies that the Company may have for a breach or threatened breach of Section 2.9 or
the Other Restrictive Covenants.


 


(d)              
Reasonableness of Restrictions. By executing and returning a Participation Letter, the Participant acknowledges:
(i) that the scope and duration of the restrictions on the Participant’s activities under Section 2.9 are reasonable and
necessary to protect the legitimate business interests, goodwill and Confidential Information of the Company; (ii) that the Company
does business worldwide and, therefore, the Participant specifically agrees that, in order to adequately protect the Company, the
scope of the restrictions is reasonable; and (iii) that the Participant will be reasonably able to earn a living without violating
the terms of these provisions.


 


(e)              
Judicial Modification. If any court of competent jurisdiction determines that any of the covenants in Section 2.9,
or any part of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected
and shall be given full effect, without regard to the invalid portion. If any court of competent jurisdiction determines that any
of the covenants referenced in Section 2.9, or any part of them, is invalid or unenforceable because of the geographic or temporal
scope of such provisions, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.
The Participant agrees that in the event that any court of competent jurisdiction finally holds that any provision of this Section
2.9 constitutes an unreasonable restriction against the Participant, such provision shall not be rendered void but shall apply
to such extent as such court may judicially determine constitutes a reasonable restriction under the circumstances.


 


(f)               
Other Obligations. Notwithstanding anything to the contrary contained in the Plan, the restrictive covenants set
forth in Section 2.9 of the Plan do not supersede, and are in addition to and not in lieu of, any Other Restrictive Covenants,
all of which shall separately and independently remain in full force and effect in accordance with their terms. In the event of
any conflict between this Section 2.9 and any Other Restrictive Covenants, the terms of this Section 2.9 shall control.


 


2.10         
Cooperation. By executing and returning a Participation Letter, and subject to the Participant’s other
commitments, the Participant agrees to be reasonably available to cooperate (but only truthfully) with the Company and provide
all responsive information to the Company’s reasonable requests concerning any investigation, litigation, or any other matter
which relates to any fact or circumstance known to the Participant during his or her employment with the Company. The Participant
agrees to respond to the Company’s request for cooperation and assistance within three (3) business days of any such
request, or as soon thereafter as is reasonably practicable.  The Participant acknowledges that he or she is not entitled
to further compensation or consideration from the Company for such cooperation or assistance; provided, however, that the Company
shall reimburse the Participant for the Participant’s reasonable out of pocket costs and expenses incurred in connection
with the Participant’s cooperation, including, without limitation, attorney’s fees, within thirty (30) days of the
Participant’s submission of reasonably satisfactory documentation of such costs and expenses, provided such expenses are
approved by the Company in advance.


 






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ARTICLE
III



UNFUNDED PLAN


 


3.1             
Unfunded Status. The Plan shall be “unfunded” for the purposes of ERISA and the Code, and Plan
Benefits shall be paid out of the general assets of the Company as and when Plan Benefits are payable under the Plan. All Participants
shall be solely unsecured general creditors of the Company. In connection with this Plan, the Administrator may, but shall not
be required to, establish a grantor trust (or “rabbi” trust) for the purpose of accumulating funds to satisfy the obligations
incurred by the Company under this Plan. If the Company decides in its sole discretion to establish any advance accrued reserve
on its books against the future expense of the Plan Benefits payable hereunder, or if the Company decides in its sole discretion
to fund a trust under the Plan, such reserve or trust shall not under any circumstances be deemed to be an asset of the Plan. Notwithstanding
the potential establishment of such a trust pursuant to this Section 3.1, the right of any Participant to receive payments following
the establishment of such a trust shall remain an unsecured claim against the general assets of the Company.


 


ARTICLE
IV



Administration of the Plan


 


4.1             
Plan Administrator. The general administration of the Plan on behalf of the Company (as plan administrator
under Section 3(16)(A) of ERISA) shall be placed with the Administrator. When making any
determination or calculation, the Administrator shall be entitled to rely upon the
accuracy and completeness of information furnished by the Company’s employees and agents. 


 


4.2             
Reimbursement of Expenses of Administrator. The Company may, in its sole discretion, pay or reimburse the
Administrator (including all members of the Committee) for all reasonable expenses incurred in connection with their duties hereunder,
including, without limitation, expenses of outside legal counsel.


 


4.3             
Action by the Committee. Decisions of the Administrator shall be made by a majority of the members of the
Committee attending a meeting at which a quorum is present (which meeting may be held telephonically), or by written action in
accordance with applicable law. Unless otherwise determined by the Administrator,
all determinations regarding benefits will be made by the Administrator in accordance
with the written terms of the Plan. Subject to the terms of the Plan and any Participation Letter, and except as expressly
provided herein, the Administrator shall have complete and express discretionary authority to determine eligibility for benefits
and the amount of benefits (including to determine Participant’s participation and Plan Benefits under the Plan), to decide
factual and other questions relating to the Plan or any Participation Letter, to interpret and construe the provisions of the Plan,
and to make decisions in all disputes involving the rights of any person interested in the Plan. Determinations
and interpretations by the Administrator, including without limitation decisions relating
to eligibility for, entitlement to, and payment of benefits, shall be conclusive and binding for all purposes. Notwithstanding
anything herein to the contrary, upon and following a Change in Control, the Administrator shall not have discretionary authority
with respect to the administration of the Plan, and any court or tribunal that adjudicates any dispute, controversy or claim arising
under, in connection with or related to the Plan will apply a de novo standard of review to any determinations
made by the Administrator, and such de novo standard shall apply notwithstanding the administrative authority
granted hereunder to the Administrator or characterization of any decision by the Administrator as final, binding or conclusive
on any party


 






    17


     


    

 


4.4             
Delegation of Authority. Subject to the limitations of applicable law, the Administrator may delegate any
and all of its powers and responsibilities hereunder to other persons or committees. Any such delegation may be rescinded at any
time by written notice from the Administrator to the person to whom the delegation is made. Any such delegation may be made by
the Administrator to one or more person(s) or committee(s) and any awards made by any such person or committee under the Plan may
apply to different Participants and need not be uniform in any respect, whether or not the Participants are similarly situated. 


 


4.5             
Retention of Professional Assistance. The Administrator may employ such legal counsel, accountants and other
persons as may be required in carrying out its work in connection with the Plan.


 


4.6             
Accounts and Records. The Administrator shall maintain such accounts and records regarding the fiscal and
other transactions of the Plan and such other data as may be required to carry out its functions under the Plan and to comply with
all applicable laws.


 


4.7             
Indemnification. The Administrator, the Committee, its members and any person to whom authority is delegated
pursuant to Section 4.4 above shall not be liable for any action or determination made in good faith with respect to the Plan.
The Company shall, to the fullest extent permitted by law, indemnify and hold harmless the Administrator, each member of the Committee
and each director, officer and employee of the Company, and any person designated above, for liabilities or expenses they and each
of them incur in carrying out their respective duties under the Plan, other than for any liabilities or expenses arising out of
such individual’s willful misconduct or fraud.


 


ARTICLE
V



Amendment and Termination


 


5.1             
Amendment and Termination. The Company reserves the right to amend or terminate, in whole or in part, any
or all of the provisions of the Plan by action of the Board (or a duly authorized committee thereof) at any time and for any reason,
with or without notice. Notwithstanding anything herein to the contrary, the Company shall not amend or terminate the Plan at any
time on or after, or within thirty (30) days prior to, (a) the occurrence of a Change in Control or (b) the date the Company enters
into a definitive agreement which, if consummated, would result in a Change in Control, unless the potential Change in Control
is abandoned (as publicly announced by the Company), in either case until the later of two (2) years after the occurrence of a
Change in Control and the date that all Plan Benefits under the Plan have been paid.


 






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ARTICLE
VI



Successors


 


6.1             
Successors. For purposes of the Plan, the Company shall include any and all successors or assignees, whether
direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the
Company, and such successors and assignees shall perform the Company’s obligations under the Plan, in the same manner and
to the same extent that the Company, would be required to perform if no such succession or assignment had taken place. Any such
successor and/or assignee shall be required to expressly assume, in writing, the terms and obligations of the Plan. In the event
the surviving corporation in any transaction to which the Company is a party is a subsidiary of another corporation, then the ultimate
parent corporation of such surviving corporation shall cause the surviving corporation to perform the Plan in the same manner and
to the same extent that the Company would be required to perform if no such succession or assignment had taken place. In such event,
the term “Company” as used in the Plan, means the Company, as hereinbefore defined and any successor or assignee (including
the ultimate parent corporation) to the business or assets of the Company, which by reason hereof becomes bound by the terms and
provisions of the Plan.


 


ARTICLE
VII



Miscellaneous


 


7.1             
Minors and Incompetents. If the Administrator shall find that any person to whom Plan Benefits are payable
under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, any Plan Benefits due (unless
a prior claim therefore shall have been made by a duly appointed guardian, committee or other legal representative) shall be paid
to the spouse, child, parent, or brother or sister, or to any person deemed by the Administrator to have incurred expense for such
person otherwise entitled to the Plan Benefits, in such manner and proportions as the Administrator may determine in its sole discretion.
Any such Plan Benefits shall be a complete discharge of the liabilities of the Company, the Administrator, the Committee, and the
Board under the Plan. If a Participant dies or becomes permanently disabled prior to payment of all Plan Benefits due to such Participant,
any and all unpaid amounts shall be paid to the Participant’s heir(s), executor or estate.


 


7.2             
Limitation of Rights. Nothing contained herein shall be construed as conferring upon a Participant the right
to continue in the employ of the Company as an employee in any other capacity or to interfere with the Company’s right to
discharge him or her at any time for any reason whatsoever.


 






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7.3             
Payment Not Salary. Any Plan Benefits payable under the Plan shall not be deemed salary or other compensation
to the Participant for the purposes of computing benefits to which he or she may be entitled under any pension plan or other arrangement
of the Company maintained for the benefit of its employees, unless such plan or arrangement provides otherwise.


 


7.4             
Severability. In case any one or more of the provisions, subsections, or sentences contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.  Moreover, if any one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed
by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.


 


7.5             
Withholding. The Company shall have the right to make such provisions as it deems necessary or appropriate
to satisfy any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of payments
pursuant to the Plan. In lieu thereof, the Company shall have the right to withhold the amounts of such taxes from any other sums
due or to become due from the Company to the Participant upon such terms and conditions as the Administrator may prescribe.


 


7.6             
Non-Alienation of Benefits. The Plan Benefits payable under the Plan shall not be subject to alienation, transfer,
assignment, garnishment, execution or levy of any kind, and any attempt to cause any Plan Benefits to be so subjected shall not
be recognized.


 


7.7             
Governing Law. To the extent legally required, the Code and ERISA shall govern the Plan and, if any provision
hereof is in violation of any applicable requirement thereof, the Company reserves the right to retroactively amend the Plan to
comply therewith. To the extent not governed by the Code and ERISA, the Plan shall be governed by the laws of the State of Delaware,
without reference to rules relating to conflicts of law.


 


7.8             
Code Section 409A.


 


(a)              
General. Although the Company makes no guarantee with respect to the tax treatment of payments hereunder and shall
not be responsible in any event with regard to non-compliance with Code Section 409A, the Plan is intended to either comply with,
or be exempt from, the requirements of Code Section 409A. To the extent that the Plan is not exempt from the requirements of Code
Section 409A, the Plan is intended to comply with the requirements of Code Section 409A and shall be limited, construed and interpreted
in accordance with such intent. Accordingly, the Company reserves the right to amend the provisions of the Plan at any time and
in any manner without the consent of Participants solely to comply with the requirements of Code Section 409A and to avoid the
imposition of an excise tax under Code Section 409A on any payment to be made hereunder, provided that there is no reduction in
the Plan Benefits hereunder. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional
tax, interest or penalty that may be imposed on a Participant by Code Section 409A or any damages for failing to comply with Code
Section 409A.


 






    20


     


    

 


(b)              
Separation from Service; Delay Period for Specified Employees. A termination of employment shall not be deemed to
have occurred for purposes of any provision of the Plan providing for the payment of any amounts or benefits upon or following
a termination of employment unless such termination is also a Separation from Service. If a Participant is deemed on the date of
termination to be a Specified Employee, then with regard to any payment that is specified as subject to this Section, such payment
shall not be made prior to the expiration of the Delay Period. All payments delayed pursuant to this Section 7.8(b) (whether they
would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be paid to the Participant
in a single lump sum on the first Company payroll date on or following the first day following the expiration of the Delay Period,
and any remaining payments and benefits due under the Plan shall be paid or provided in accordance with the normal payment dates
specified for them herein.


 


(c)              
Separate Payments; Reimbursements; Change in Control. For purposes of Code Section 409A, the Participant’s
right to receive any installment payments pursuant to this Plan shall be treated as a right to receive a series of separate and
distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g.,
 “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within
the specified period shall be within the sole discretion of the Company. For purposes of Code Section 409A, any expenses eligible
for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year, the reimbursement
of an eligible expense shall be made no later than the end of the calendar year after the calendar year in which such expense was
incurred and the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. To the extent necessary
to avoid the imposition of adverse taxation under Code Section 409A, in no event will a Change in Control be deemed to have occurred
for purposes of payment of any amount hereunder if such transaction is not also a “change in the ownership or effective control
of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined
under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).


 


7.9           
Non-Exclusivity. The adoption of the Plan by the Company shall not be construed as creating any limitations
on the power of the Company to adopt such other supplemental retirement income arrangements as it deems desirable, and such arrangements
may be either generally applicable or limited in application.


 


7.10         
Non-Employment. The Plan is not an agreement of employment and it shall not grant the Participant any rights
of employment. Moreover, nothing in this Agreement shall change a Participant’s at-will employment status or confer any right
with respect to continuation of employment by the Company, nor shall it interfere in any way with the right of a Participant who
is employed at-will, or the right of the Company, to terminate such Participant’s employment at any time, with or without
cause or advance notice.


 






    21


     


    

 


7.11         
Headings and Captions. The headings and captions herein are provided for reference and convenience only. They
shall not be considered part of the Plan and shall not be employed in the construction of the Plan.


 


7.12         
Gender and Number. Whenever used in the Plan, the masculine shall be deemed to include the feminine and the
singular shall be deemed to include the plural, unless the context clearly indicates otherwise.


 


7.13         
Electronic Communication and Administration. Unless prohibited by applicable law, all announcements, notices
and other communications regarding the Plan may be made by the Company by electronic means as determined by the Company in its
sole discretion.


 


7.14         
Legal Fees. In the event that a Participant substantially prevails in a litigation, arbitration, mediation
or other material dispute between the Participant and the Company arising in connection with such Participant’s attempt to
obtain or enforce any right or benefit provided by the Plan, the Company agrees to pay the reasonable attorney’s fees and
other legal expenses incurred by such Participant in pursuing such litigation, including a reasonable rate of interest for delayed
payment. The Participant shall submit an invoice for such fees and expenses not later than forty-five (45) days after the final
resolution of such contest and the Company shall make such payment within thirty (30) days of the date on which the invoice is
so submitted, and the Participant’s right to have the Company pay such legal fees, expenses and interest may not be liquidated
or exchanged for any other benefit.


 


7.15         
California Employees. To the extent applicable, Section 7.7 shall not apply with respect to any controversy
or claim arising in California, provided that (a) the Participant primarily resided and worked in California (i) during and in
connection with the Participant’s employment with the Company and (ii) as of the Effective Date; and (b) the Participant
was not individually represented by counsel in in connection with the Participant’s acceptance of any Plan Benefits hereunder.


 


7.16         
Massachusetts Employees. If a Participant is a resident of the Commonwealth of Massachusetts and has been
employed with the Company in the Commonwealth of Massachusetts at the time the Participant’s employment with the Company
terminates and for the thirty (30) calendar days immediately preceding that termination, then (a) for such Participant, the Plan
shall be governed by and interpreted according to the laws of the Commonwealth of Massachusetts, without regard to its conflict
of law rules; and (b) subject to the claims procedures contained in Section 8.1, any action relating to or arising out of this
Plan relating to such Participant shall be brought either in the county of Massachusetts wherein the Participant resides or in
the superior court or the business litigation session of the superior court of Suffolk County, Massachusetts, or, if subject matter
jurisdiction exists, in the United States District Court for the District of Massachusetts, and the Participant consents to personal
jurisdiction and venue in such courts and to service of process by United States mail or express courier service in any such action.


 






    22


     


    

 





ARTICLE
VIII



Claims procedure


 


8.1             
Claims Procedure. Any claim by a Participant with respect to eligibility, participation, contributions, benefits
or other aspects of the operation of the Plan shall be made in writing to a person designated by the Administrator from time to
time for such purpose. If the designated person receiving a claim believes, following consultation with the Chairman of the Committee,
that the claim should be denied, he or she shall notify the Participant in writing of the denial of the claim within ninety (90)
days after his or her receipt thereof. This period may be extended an additional ninety (90) days in special circumstances and,
in such event, the Participant shall be notified in writing of the extension, the special circumstances requiring the extension
of time and the date by which the Administrator expects to make a determination with respect to the claim. If the extension is
required due to the Participant’s failure to submit information necessary to decide the claim, the period for making the
determination will be tolled from the date on which the extension notice is sent until the date on which the Participant responds
to the Plan’s request for information.


 


If a claim is denied
in whole or in part, or any adverse benefit determination is made with respect to the claim, the Participant will be provided with
a written notice setting forth (a) the specific reason or reasons for the denial making reference to the pertinent provisions of
the Plan or of Plan documents on which the denial is based, (b) a description of any additional material or information necessary
to perfect or evaluate the claim, and explain why such material or information, if any, is necessary, and (c) inform the Participant
of his or her right to request review of the decision. The notice shall also provide an explanation of the Plan’s claims
review procedure and the time limits applicable to such procedure, as well as a statement of the Participant’s right to bring
a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. If a Participant is not notified
(of the denial or an extension) within ninety (90) days from the date the Participant notifies the Plan’s administrator,
the Participant may request a review of the application as if the claim had been denied.


 


A Participant may appeal
the denial of a claim by submitting a written request for review to the Administrator within sixty (60) days after written notification
of denial is received. Receipt of such denial shall be deemed to have occurred if the notice of denial is sent via first class
mail to the Participant’s last shown address on the books of the Company. Such period may be extended by the Administrator
for good cause shown. The claim will then be reviewed by the Administrator. In connection with this appeal, the Participant (or
his or her duly authorized representative) may (i) be provided, upon written request and free of charge, with reasonable access
to (and copies of) all documents, records, and other information relevant to the claim, and (ii) submit to the Administrator written
comments, documents, records, and other information related to the claim. If the Administrator deems it appropriate, it may hold
a hearing as to a claim. If a hearing is held, the Participant shall be entitled to be represented by counsel.


 






    23


     


    

 


The review by the Administrator
will take into account all comments, documents, records, and other information the Participant submits relating to the claim. The
Administrator will make a final written decision on a claim review, in most cases within sixty (60) days after receipt of a request
for a review. In some cases, the claim may take more time to review, and an additional processing period of up to sixty (60) days
may be required. If that happens, the Participant will receive a written notice of that fact, which will also indicate the special
circumstances requiring the extension of time and the date by which the Administrator expects to make a determination with respect
to the claim. If the extension is required due to the Participant’s failure to submit information necessary to decide the
claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the Participant
until the date on which the Participant responds to the Plan’s request for information.


 


The Administrator’s
decision on the claim for review will be communicated to the Participant in writing. If an adverse benefit determination is made
with respect to the claim, the notice will include: (1) the specific reason(s) for any adverse benefit determination, with references
to the specific Plan provisions on which the determination is based; (2) a statement that the Participant is entitled to receive,
upon request and free of charge, reasonable access to (and copies of) all documents, records and other information relevant to
the claim; and (3) a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA. A Participant
may not start a lawsuit to obtain benefits until after he or she has requested a review and a final decision has been reached on
review, or until the appropriate timeframe described above has elapsed since the Participant filed a request for review and the
Participant has not received a final decision or notice that an extension will be necessary to reach a final decision. These procedures
must be exhausted before a Participant (or any beneficiary) may bring a legal action seeking payment of benefits. In addition,
no lawsuit may be started more than two years after the date on which the applicable appeal was denied. If there is no decision
on appeal, no lawsuit may be started more than two years after the time when the Administrator should have decided the appeal.


 






    24


     


    

 


 


EXHIBIT A-1


 


Participation Letter


[TIER I PARTICIPANTS AND TIER II PARTICIPANTS]


Dear [__]:


 


We are pleased
to inform you that you have been selected as a [Tier I Participant][Tier II Participant] under the 2U, Inc. Severance Pay and Change
in Control Plan (the “Plan”). Under the terms of the Plan, following your timely execution and return of this
Participation Letter (including the Employee Intellectual Property, Non-Competition, and Non-Solicitation Agreement attached hereto
as Exhibit A (the “Restrictive Covenant Agreement”)), you will be eligible to receive Plan Benefits upon
incurring a Qualifying Termination.


 


Some details of your
participation in the Plan are set forth in this letter, but other important terms and conditions are described in the Plan. We
encourage you to carefully review the Plan and the Restrictive Covenant Agreement, copies of which are included with this letter.
Capitalized words in this letter which are not defined herein are defined in the Plan. In the event of any conflict between the
provisions of this letter and the provisions of the Plan, the terms of the Plan will control. This letter constitutes the Participation
Letter called for in the Plan.


 


The amount of your
Plan Benefits will depend on whether you incur a Qualifying Standard Termination, which is a termination of your employment by
the Company without Cause or by you for Good Reason, or a Qualifying CIC Termination, which is a termination of your employment
that occurs during the Change in Control Period that is a termination by the Company without Cause or by you for Good Reason. If
your employment is terminated by the Company for Cause or on account of your death or Disability, you will not be entitled to any
Plan Benefits. You will also not be entitled to any Plan Benefits if you terminate your employment with the Company for any reason
other than for Good Reason.


 


You will become eligible
to receive your Plan Benefits following a Qualifying Termination, provided that you satisfy the terms and conditions set forth
in the Plan, including, without limitation, that you timely execute, deliver and not revoke a general release of claims in favor
of the Company, its Affiliates and other related persons, in the form attached to the Plan as Exhibit B, and you comply
with the restrictive covenants contained in Section 2.9 of the Plan, the Restrictive Covenant Agreement and in any written employment
agreement, offer letter, restrictive covenant agreement, equity award agreement or any other agreement between the Company and
you.


 


Upon becoming a Participant
in the Plan, for purposes of any outstanding awards you hold under any equity-based or other long-term performance incentive compensation
plan or program of the Company, the definitions of “Cause” and “Good Reason” as provided in the Plan will
be treated as if set forth in a written agreement between you and the Company for purposes of any outstanding awards under such
plan or program (to the extent applicable). By your signature below, you acknowledge and consent to the foregoing amendment of
your outstanding equity-based or other long-term performance incentive compensation awards and any written agreements in respect
thereof.


 






     


     


    

 


As a prerequisite to
becoming a Participant, you must acknowledge your receipt of this letter, the Plan and the Restrictive Covenant Agreement and your
agreement to be bound by the terms and conditions of this letter, the Plan and the Restrictive Covenant Agreement by signing the
enclosed copy of this letter and the Restrictive Covenant Agreement and returning each to my attention within fourteen (14) calendar
days of receipt of this letter.


 


Should you have any
questions about the Plan, the payments and your obligations with respect to them, call me at [Insert Telephone #].


 


	 	Very truly yours,
	 	 
	 	 
	 	By:
	 	Title:
	 	 




 





My signature constitutes an acknowledgement that I have
received and reviewed this letter and the 2U, Inc. Severance Pay and Change in Control Plan. By acknowledging this letter, I am
agreeing to be subject to the terms and conditions of the Plan as a Participant thereunder.


 


	Signed by:	         	 	Date:	                                                                                           
	 
	Printed Name:	 




 






    2


     


    

 


Exhibit
A


 


EMPLOYEE
INTELLECTUAL PROPERTY, NON-COMPETITION, AND

NON-SOLICITATION AGREEMENT


 


This Employee Intellectual
Property, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is made as of ________________ (“Effective
Date”) by and between 2U, Inc., a Delaware corporation (“2U”), and ________________ (“Employee”).


 


RECITAL


 


2U is engaged in a
highly competitive Business (as defined below). Employee’s role and relationship with 2U involves a position of trust and
confidence in which Employee will have access to Confidential Information (as defined below), and Employee’s activities will
directly or indirectly support 2U’s business, research and development efforts, relationships with Customers (defined below),
and goodwill, all of which are the result of significant investments by 2U and are valuable interests, which, if used or diverted
to benefit a Competitor (as defined below), would cause irreparable harm. To protect these and other valuable investments and for
good and valuable consideration, including, without limitation, Employee’s employment or continued employment with 2U (including
through any promotion) and the payments and benefits set forth in the 2U, Inc. Severance Pay and Change in Control Plan (the “Plan”),
specialized training and/or education provided by or paid for by 2U, access and/or contributions to Confidential Information (as
defined below), and/or direct or indirect access to and/or support of 2U’s goodwill and relationships with Customers (defined
below), Employee agrees to the obligations set forth below;


 


NOW, THEREFORE, incorporating
the above recital as though set forth below, intending to be legally bound hereby, and in exchange for good and valuable consideration,
the parties agree as follows:


 


1.                 
Engagement. To the extent that the terms of 2U’s employment of Employee are set forth in any separate employment
agreement(s), this Agreement is hereby deemed incorporated therein. The restrictions set forth in this Agreement are intended to
apply separate and independent from any other restrictions applicable to Employee in any other agreement between 2U and Employee,
including any Other Restrictive Covenants (as defined in the Plan), provided, however, that any action or omission by Employee
that is expressly permitted herein shall not constitute a breach of any such other restrictions (including any Other Restrictive
Covenants) and any action or omission by Employee that is expressly permitted in any such other restrictions (including any Other
Restrictive Covenants) shall not constitute a breach of this Agreement.


 


2.                 
Definitions.


 


(a)              
“2U” shall mean 2U, its designees, successors and assigns and, in such capacities, its officers, directors,
employees and/or agents.


 


(b)              
“Business” shall mean all products, technologies, and services in or for the digital education and online
program management industries that 2U is now or at any point in time during Employee’s employment with 2U engaged in or developing.


 






     


     


    

 


(c)              
 “Competitor” shall mean any person or entity involved in any business that competes, or is intended
to compete, with the Business.


 


(d)              
“Confidential Information” shall mean any and all information, data, or knowledge that is confidential
or proprietary, treated as confidential or proprietary by 2U or is not generally known by non-2U personnel, including but not limited
to:


 


(1)              
any and all information, data or knowledge disclosed by 2U to Employee or learned by Employee about 2U in connection with
Employee’s employment with 2U;


 


(2)              
any and all information, data or knowledge created or developed (in whole or in part) by Employee on behalf of, or in the
course of Employee’s employment with, 2U;


 


(3)              
Customer lists, student lists for 2U’s university partners, prospective Customer lists, and prospective student lists
for 2U’s University partners;


 


(4)              
actual or prospective student personal information collected by 2U and/or by any Customer;


 


(5)              
any and all technical data, trade secrets or know how, patents in development, patent applications, processes, formulas,
technology, designs, drawings, hardware configuration, software, data compilations, trademarks in development, original works of
authorship, business and industry research, business plans, product plans, customer lists and customers, competitive advantages,
legal and personnel practices, marketing, finances or other business information, and financial data, whether or not patentable
or registrable under copyright or similar laws techniques, that were developed by 2U, by 2U employees, or otherwise for or on 2U’s
behalf; and


 


(6)              
any information which 2U obtains from any third party (including but not limited to any Customer) that Employee knows or
should know constitutes such third party’s confidential information.


 


Information, data or knowledge shall be
considered “Confidential Information” regardless of whether it is written or oral, and if written, regardless of how
it was produced or reproduced or whether or not marked or specifically designated as confidential or proprietary. “Confidential
Information” shall not include any of the foregoing items which have become publicly known and made generally available through
no wrongful act of the Employee or of others who were under confidentiality obligations as to the item or items involved.


 


(e)              
“Customer” shall mean any educational institution (including any person or entity affiliated with any
educational institution in a role related to digital education and/or online program management products, technologies, and services)
(1) that Employee contacted, solicited business from, promoted or marketed products or services to, rendered any service to, was
assigned to, had management responsibilities for, or received commissions, bonuses or incentives, or any other compensation on
at any point in time during the last eighteen (18) months of Employee’s employment with 2U; and/or (2) that was the subject
of Confidential Information to which Employee had access during Employee’ s employment with 2U.


 






    4


     


    

 


(f)               
 “Inventions” shall mean developments, concepts, improvements, designs, discoveries, ideas, whether or
not patentable or registrable under copyright or similar laws, which Employee solely or jointly conceives or develops or reduces
to practice, or causes to be conceived or developed or reduced to practice, during the period of Employee’s employment with
2U.


 


(g)               “Restricted
Period” shall mean [twenty-four (24) months]1 [eighteen
(18) months]2  following the
termination of Employee’s employment with 2U for any reason (voluntary or involuntary).


 


3.                 
Confidentiality Obligation. During and after Employee’s employment with 2U, Employee shall hold all Confidential
Information in the strictest confidence and shall not use or disclose any Confidential Information, or provide any third party
with access to any Confidential Information, except as required in the course of Employee’s job responsibilities for 2U,
unless (a) specifically authorized in writing by 2U; (b) as permitted by law where the disclosure is made (1) in confidence to
a government official or to an attorney, either directly or indirectly, solely for the purpose of reporting or investigating a
suspected violation of law; (2) in a complaint or other document filed in a lawsuit or other proceeding, so long as any such filing
is made under seal; or (3) in a lawsuit or proceeding against an employer for retaliation based on the reporting of a suspected
violation of law and/or to an attorney in any such lawsuit so long as any document containing the information is filed under seal
and the information is not otherwise disclosed, except pursuant to court order; or (c) such disclosure is to Employee’s accountants,
attorneys and/or spouse, provided that they also agree to maintain the confidentiality of such Confidential Information.


 


4.                 
Intellectual Property and Work for Hire.


 


(a)              
Intellectual Property Retained and Licensed. Employee has attached hereto, as Annex A, a list describing all Inventions,
original works of authorship (including any and all computer code), developments, improvements, and trade secrets which were made
by Employee prior to the date hereof (collectively referred to as “Prior Intellectual Property”), which belong
to Employee or in which Employee has an interest, which relate to 2U’s proposed business, products, programs or research
and development, and which Employee does not assign to 2U hereunder. If no such list is attached, Employee represents that there
is no such Prior Intellectual Property. If Employee incorporates any Prior Intellectual Property into a 2U product, process, method
or service, Employee hereby grants to 2U and 2U shall have a nonexclusive, royalty-free, irrevocable, perpetual and worldwide license
to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such product, process,
method or service.


 


(b)              
Assignment of Inventions. Employee will promptly make full written disclosure of all Inventions to 2U. Employee will
hold in trust for the sole right and benefit of 2U, and hereby assigns to 2U (and its successors and assigns), all of Employee’s
right, title, and interest in and to any and all Inventions, except as provided in Section 4(f) below. Employee understands and
agrees that the decision whether or not to commercialize or market any Invention developed by Employee solely or jointly with others
is within 2U’s sole discretion and for 2U’s sole benefit. Employee also agrees that no royalty will be due to Employee
as a result of 2U’s efforts to commercialize or market any such Invention. Employee waives and quitclaims to 2U any and all
claims of any nature whatsoever that Employee now has or hereafter may have for infringement of any patent application, patent,
or other intellectual property right relating to any Inventions.


 





 






1
For Tier I Participants only. 


2 For Tier
II Participants only.


 









    5


     


    

 


(c)              
Work For Hire. Employee further acknowledges that all original works of authorship which are made by Employee (solely
or jointly with others within the scope of and during the period of Employee’s employment with 2U) and which are protectable
by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. To the extent that
any such writings or works of authorship by Employee are not, by operation of law or otherwise, deemed works made for hire, Employee
hereby irrevocably assigns to 2U the ownership of, and all rights (including but not limited to copyright) in, such items, and
2U shall have the right to obtain and hold in its own name all rights of copyrights, copyright registrations and similar protections
that may be available with respect to any such writings or works.


 


(d)              
Maintenance of Records. Employee agrees to keep and maintain adequate and current written records of all Inventions
made by Employee (solely or jointly with others) during the term of Employee’s employment with 2U, including, as applicable,
notes, sketches, drawings, and any other format that may be specified by 2U. Employee shall provide such records to 2U as requested
by 2U, and such records shall remain the sole property of 2U at all times.


 


(e)              
Patent and Copyright Registrations. Employee and Employee’s executors, administrators, and legal representatives
will be reasonably available to assist 2U, at 2U’s expense, in every proper way to secure 2U’s rights in the Inventions
and any copyrights, patents, or other intellectual property rights relating thereto in any and all countries. Employee agrees to
disclose to 2U all pertinent information and with respect to the Inventions. Employee and Employee’s executors, administrators,
and legal representatives will execute all applications, specifications, oaths, assignments and all other instruments which 2U
shall deem reasonably necessary in order to apply for and obtain such rights and in order to assign and convey to 2U the sole and
exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, or other intellectual property rights
relating thereto. The foregoing obligations shall continue after the termination, expiration or completion of Employee’s
employment with 2U for any reason. If 2U is unable because of Employee’s mental or physical incapacity or for any other reason
to secure Employee’s signature to pursue any application for any United States or foreign patents or copyright or trademark
registrations covering Inventions or original works of authorship assigned to 2U as above, then Employee hereby irrevocably designates
and appoints 2U as Employee’s agent and attorney in fact, to act for and in Employee’s behalf and stead to execute
and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patent or
copyright or trademark registrations thereon with the same legal force and effect as if executed by Employee.


 


(f)               
Exception to Assignments. Employee understands that the provision of this Agreement requiring assignment of Inventions
to 2U does not apply to Inventions that the Employee developed or develops entirely on the Employee’s own time without using
2U’s equipment, supplies, facility or confidential or trade secret information unless those same Inventions relate to 2U’s
business or actual or demonstrably anticipated research or development, or result from any work performed by the Employee for 2U.


 






    6


     


    

 


5.                 
Competition and Future Employment.


 


(a)              
Non-Competition During and After Employment. Given Employee’s access and contributions to Confidential Information,
the specialized training or education provided by or paid for by 2U, and/or Employee’s direct or indirect access to and/or
support of 2U’s goodwill and Customer relationships, during Employee’s employment with 2U and during the Restricted
Period, Employee shall not, directly or indirectly (on Employee’s own or in combination or association with others, and whether
for Employee’s own benefit or for the benefit of other persons or entities), perform, or assist others to perform, work involving
the Business for a Competitor, in a capacity similar to that performed for the Company in the twenty-four (24) months prior to
Participant’s termination or involving Business about which Participant obtained Confidential Information during Participant’s
employment with the Company. Notwithstanding the foregoing, this Section 5(a) does not prohibit Employee from providing services
to any entity that (i) is comprised of multiple, independently managed subsidiaries or divisions, and (ii) in the prior fiscal
year of such entity (measured at the commencement of Employee’s employment or other service with that entity) derived less
than 15% of its total revenue from the Business (an “Approved Conglomerate”) or any subsidiary, business unit
or division of any Approved Conglomerate, so long as Employee does not provide direct services, advice or support to a subsidiary,
business unit or division of such Approved Conglomerate engaged in the Business and is not in any other way materially involved
in the Approved Conglomerate’s Business operations.


 


(b)              
Notification of Future Employment. In connection with the termination of Employee’s employment with 2U and
during the Restricted Period, Employee shall provide 2U with at least fourteen (14) calendar days’ prior written notice of
any new employment with a Competitor to allow 2U a reasonable opportunity to seek to obtain written assurances from Employee and
Employee’s new employer satisfactory to 2U that Employee will not be rendering services which conflict with Employee’s
obligations in Section 5(a) of this Agreement. If Employee initiates the termination for any reason, there shall be, at 2U’s
sole option, a period of at least fourteen (14) calendar days after Employee gives written notice pursuant to this Section before
the termination becomes effective, during which time Employee will provide such transitional services as 2U may reasonably request,
and 2U will continue Employee’s pay so long as Employee satisfactorily provides such services.


 


6.                 
Non-Interference and Non-Solicitation of Customers. During Employee’s employment with 2U and during the Restricted
Period, Employee shall not, directly or indirectly (on Employee’s own or in combination or association with others, and whether
for Employee’s own benefit or for the benefit of other persons or entities), contact, call upon, solicit Business from, and/or
divert or interfere with, or attempt to divert or interfere with, 2U’s business or relationship with any Customer; provided,
however, that this Section 6 does not prohibit Employee’s general marketing and advertising not specifically targeted at
any Customer.


 


7.                 
Non-Interference and Non-Solicitation of Employees. During Employee’s employment and during the Restricted
Period, Employee shall not, directly or indirectly (on Employee’s own or in combination or association with others, and whether
for Employee’s own benefit or for the benefit of other persons or entities), (a) solicit, encourage, entice, or induce, or
attempt to solicit, encourage, entice, or induce any individual who is then or was, during the prior twelve (12) months, employed
by 2U, to terminate his, her, or its employment with 2U for any reason; or (b) offer employment to, hire, or cause to be hired
by any entity or person other than 2U any such individual, other than any such individual who (1) is not then, and was not during
the last six (6) months, employed by 2U; and (2) comes to or approaches Employee and/or his/her future employer without Employee’s
direct or indirect solicitation, involvement, or action; provided, however, that this Section 7 shall not be violated by (A) Employee’s
good faith performance of his duties to 2U or (B) general recruiting and job postings not specifically targeted at any such employee
of 2U.


 






    7


     


    

 


8.                 
Non-Disparagement. During Employee’s employment and perpetually thereafter, Employee shall not disparage or
encourage or induce others to disparage 2U or its shareholders, partners, directors, board of managers, officers, agents, employees,
parent companies, affiliates, subsidiaries, predecessors, successors, assigns, heirs, executors, administrators, attorneys, insurers
and reinsurers and anyone else acting on 2U’s behalf. Nothing in this Section 8 is intended to or shall (a) prevent truthful
testimony in response to a valid subpoena, court order, regulatory request, or other judicial, administrative, or legal process,
or otherwise as required by law or (b) operate or be interpreted to limit or constrain actions or inactions reasonably necessary
or appropriate to satisfy reporting obligations under the rules and regulations of the U.S. Securities and Exchange Commission
or other applicable laws.


 


9.                 
Returning Company Documents. Employee agrees that, immediately upon the termination of Employee’s employment
with 2U for any reason (voluntary or involuntary), Employee will deliver to 2U (and will not keep in Employee’s possession
(including in any physical, electronic, or online/cloud files), recreate or deliver to anyone else) any and all 2U devices, Confidential
Information, and any other 2U property, including, but not limited to, records, data, notes, reports, proposals, lists (specifically
including, but not limited to, 2U Customer lists and student lists), correspondence, specifications, drawings, blueprints, sketches,
materials, equipment, other documents or property, or reproductions of any aforementioned items developed or obtained by Employee
during Employee’s employment with 2U or otherwise belonging to 2U, its successors, subsidiaries, parent or assigns, including,
without limitation, those records maintained pursuant to Section 4(d) of this Agreement; provided, however, that notwithstanding
anything in the foregoing to the contrary, Employee shall be permitted to retain, as his own property, Employee’s individual
personal documents (such as tax, payroll and employee benefit records) and his personal address book and/or rolodex to the extent
each contains (a) only contact information and (b) no Confidential Information.


 


10.             
Representations. Employee agrees to execute any proper oath or verify any proper document required to carry out the
terms of this Agreement. Employee represents that Employee’s performance of and under all the terms of this Agreement will
not breach any other agreement to keep in confidence proprietary information acquired by Employee in confidence or in trust prior
to Employee’s engagement with 2U. Employee has not entered into, and Employee agrees not to enter into, any oral or written
agreement in conflict herewith.


 


11.             
Voluntary Nature of Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE IS EXECUTING THIS AGREEMENT VOLUNTARILY
AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY 2U OR ANYONE ELSE. EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS CAREFULLY
READ THIS AGREEMENT AND THAT EMPLOYEE HAS ASKED ANY QUESTIONS NEEDED TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF
THIS AGREEMENT AND FULLY UNDERSTAND IT. FINALLY, EMPLOYEE AGREES THAT EMPLOYEE HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE
OF AN ATTORNEY OF EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT.


 






    8


     


    

 


12.             
General Provisions.


 


(a)              
Governing Law. This Agreement, and any claim or dispute (whether in contract, tort or otherwise) arising out of or
related to this Agreement or the transactions contemplated hereby, will be governed by and construed in accordance with the laws
of the State of Delaware without regard to its conflict of law provisions.


 


(b)              
Venue and Consent to Jurisdiction. Any action, suit, or proceeding brought by Employee arising out of, connected
with, or related to the subject matter of this Agreement shall be brought exclusively in a state or federal court of Delaware with
subject matter jurisdiction. Any action, suit, or proceeding brought by 2U arising out of, connected with, or related to the subject
matter of this Agreement may be brought in a state or federal court of Delaware with subject matter jurisdiction. Employee consents
to personal jurisdiction and venue in the state and federal courts of Delaware in any action, suit, or proceeding arising out of,
connected with, or related to the subject matter of this Agreement, waives any objection to venue in those courts, and consents
to service of process by United States mail or express courier service in any such action, suit, or proceeding. Employee irrevocably
and unconditionally waives the right to a trial by jury in any action, suit, or proceeding arising out of, connected with, or related
to the subject matter of this Agreement or the actions of the parties in the negotiation, administration, performance, or enforcement
of this Agreement.


 


(c)              
Entire Agreement. This Agreement sets forth the entire agreement and understanding between 2U and Employee relating
to the subject matter herein and supersedes all prior discussions between Employee and 2U. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged.
Any subsequent change or changes in Employee’s duties, obligations or compensation will not affect the validity or scope
of this Agreement.


 


(d)              
Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions
will continue in full force and effect.


 


(e)              
Successors, Assigns, and Third-Party Beneficiaries. 2U may transfer, convey, or assign this Agreement and any rights
or obligations, in whole or in part, to any existing or future affiliate of 2U or to any acquirer or successor by merger, sales
of assets, sale of stock, or any other form of acquisition or transaction pertaining to all or part of the business of 2U, and
Employee consents to such transfers, conveyances, or assignments. This Agreement shall inure to the benefit of and may be enforced
by 2U and any of its existing or future affiliates, including their successors and assigns, and shall be binding upon Employee,
Employee’s heirs, executors, administrators, successors, assigns, and other legal representatives, and other successors in
interest. This Agreement is personal to Employee’s employment with 2U and may not be assigned by Employee for any reason.


 






    9


     


    





 


13.             
Specific Relief. The Parties agree that the restrictions outlined in Sections 3, 4, 5, 6, 7, 8 and 9 are reasonable
and necessary protections of the immediate interests of 2U and that 2U would not have entered into this Agreement, or provided
the consideration herein, without Employee’s agreement thereto. Employee agrees and acknowledges that Employee’s breach
of any of the restrictions outlined in Sections 3, 4, 5, 6, 7, 8, and 9 will cause irreparable harm to 2U and that damages arising
out of any such breach may be difficult to determine. Employee therefore agrees and acknowledges that, in addition to all other
rights and remedies 2U may have at law and/or in equity, 2U shall be entitled to specific performance and temporary and/or permanent
injunctive relief restraining the breach and/or further breach of this Agreement by Employee, by Employee’s new Employer,
and by any others acting in concert with Employee without the necessity of 2U’s proving actual damages or posting a bond.
Employee agrees that if Employee breaches any restriction in Sections 5, 6, or 7 of this Agreement, then the restricted periods
in those Sections shall all be extended automatically, and courts shall have the power to enforce the post-employment restricted
periods in those Sections from the date of the last breach up to a maximum of twenty-four (24) months from the date Employee’s
employment with 2U terminates. Should any provision in Sections 3, 4, 5, 6, 7, 8, or 9 or any portion thereof, be invalidated or
not enforced under applicable law, this shall not affect the validity or enforceability of the remaining portions of any such provision
or any other provision in this Agreement and shall not affect the enforcement of this Agreement in any other jurisdiction. Employee
further agrees that, to the extent any provision in Sections 3, 4, 5, 6, 7, 8, or 9 or any portion thereof, is unenforceable because
it is deemed by a court to be overbroad, the provision shall be reformed and revised to the extent necessary to protect the applicable
legitimate business interests of 2U, or otherwise applied and enforced in a more limited manner to the fullest extent permissible
under applicable law.


 


14.             
Survival. The provisions of this Agreement shall survive the termination of Employee’s employment, regardless
of the reason for termination.


 


15.             
California Employees.


 


(a)              
To the extent applicable, Sections 12(a) and 12(b) shall not apply with respect to any controversy or claim arising in California,
provided that (i) Employee primarily resided and worked in California (1) during and in connection with Employee’s employment
with 2U and (2) at the time Employee entered into this Agreement; and (ii) Employee was not individually represented by counsel
in negotiating the terms of this Agreement.


 


(b)              
To the extent applicable, in any controversy arising in California, the post-employment obligations in Sections 5 and 6
and the no-hire obligation in Section 7 shall not apply with respect to services Employee renders in California after termination
of employment that do not involve Employee’s use or disclosure of Confidential Information, provided in each instance that
(i) Employee primarily resided and worked in California (1) during and in connection with the Employee’s employment with
2U and (2) at the time Employee entered into this Agreement; and (ii) Employee was not individually represented by legal counsel
in negotiating the terms of this Agreement.


 






    10 


     


    

 


16.             
Massachusetts Employees.


 


(a)              
If Employee is a resident of the Commonwealth of Massachusetts and has been employed with 2U in the Commonwealth of Massachusetts
at the time Employee’s employment with 2U terminates and for the thirty (30) calendar days immediately preceding that termination,
then (1) this Agreement shall be governed by and interpreted according to the laws of the Commonwealth of Massachusetts, without
regard to its conflict of law rules; and (2) any action relating to or arising out of this Agreement shall be brought either in
the county of Massachusetts wherein Employee resides or in the superior court or the business litigation session of the superior
court of Suffolk County, Massachusetts, or, if subject matter jurisdiction exists, in the United States District Court for the
District of Massachusetts, and Employee consents to personal jurisdiction and venue in such courts and to service of process by
United States mail or express courier service in any such action.


 


(b)              
To the extent Employee is described in Section 16(a), Employee shall be subject to Section 5 as modified per the terms
of this Section 16(b). The restrictions contained in Section 5 shall apply to the shorter of (i) the Restricted Period or (ii)
the twelve (12) month period following Employee’s termination of employment with 2U (such applicable period, the “Non-Competition
Period”). Notwithstanding the foregoing, if Employee breaches a fiduciary duty to 2U or unlawfully takes, physically
or electronically, property belonging to 2U, 2U reserves the right to extend the Non-Competition Period by an additional twelve
(12) months. It is mutually agreed upon by Employee and 2U that the rights and benefits conferred under the Plan shall serve as
consideration for Employee’s compliance with this provision (in lieu of garden leave), and that Employee would not receive
these benefits but-for Employee’s agreement to these restrictions on competition. Employee acknowledges that Employee has
the right to consult with counsel prior to executing this Agreement.


 


EMPLOYEE HAS A RIGHT TO CONSULT, AND IS
ADVISED TO CONSULT, WITH COUNSEL PRIOR TO SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS HAD AT LEAST FOURTEEN
(14) CALENDAR DAYS TO REVIEW ITS TERMS. EMPLOYEE FURTHER ACKNOWLEDGES HAVING READ THIS AGREEMENT AND HAVING EXECUTED THIS AGREEMENT,
AND EMPLOYEE AGREES TO THE TERMS ABOVE AND ACKNOWLEDGES THAT EMPLOYEE INTENDS TO BE LEGALLY BOUND BY THIS AGREEMENT.


 


[Remainder of page intentionally left
blank]


 






    11 


     


    

 


AGREED AND ACCEPTED:


 





 


	 	2U, Inc.
	 	 
		By:	
	 	 	 
		Name:	



 


		Title:	



 


		Address:	
	 	 	 
		Date:	



 


	 	Employee
	 	 
		By:	



 


		Name:	



 


		Address:	
	 	 	 
		Date:	



 



    


     


    

 


ANNEX
A


 


LIST OF
PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP


 


	
        Title

         
	 	
        Date

         
	 	
        Identifying
        Number or Brief

 Description

         

	1.	 	 	 	 
	2.	 	 	 	 
	3.	 	 	 	 


 


I agree that my inventions or improvements are listed or I have
none.  ̈


 


Additional Sheets Attached  ̈


 


	Signature of Employee:	 



 


	Print Name of Employee:	 



 


	Date:	 	 




 






    


     


    




 


EXHIBIT A-2


 


Participation Letter


[TIER III PARTICIPANTS]


 


Dear [__]:


 


We are pleased
to inform you that you have been selected as a Tier III Participant under the 2U, Inc. Severance Pay and Change in Control Plan
(the “Plan”). Under the terms of the Plan, following your timely execution and return of this Participation
Letter, you will be eligible to receive Plan Benefits upon incurring a Qualifying Termination.


 


Some details of your
participation in the Plan are set forth in this letter, but other important terms and conditions are described in the Plan. We
encourage you to carefully review the Plan, a copy of which is included with this letter. Capitalized words in this letter which
are not defined herein are defined in the Plan. In the event of any conflict between the provisions of this letter and the provisions
of the Plan, the terms of the Plan will control. This letter constitutes the Participation Letter called for in the Plan.


 


The amount of your
Plan Benefits will depend on whether you incur a Qualifying Standard Termination, which is a termination of your employment by
the Company without Cause, or a Qualifying CIC Termination, which is a termination of your employment that occurs during the Change
in Control Period that is a termination by the Company without Cause or by you for Good Reason. If your employment is terminated
by the Company for Cause or on account of your death or Disability, you will not be entitled to any Plan Benefits. You will also
not be entitled to any Plan Benefits if you terminate your employment with the Company for any reason, unless such termination
is a termination by you for Good Reason during the Change in Control Period.


 


You will become eligible
to receive your Plan Benefits following a Qualifying Termination, provided that you satisfy the terms and conditions set forth
in the Plan, including, without limitation, that you timely execute, deliver and not revoke a general release of claims in favor
of the Company, its Affiliates and other related persons, in the form attached to the Plan as Exhibit B, and you comply
with the restrictive covenants contained in Section 2.9 of the Plan, and in any written employment agreement, offer letter, restrictive
covenant agreement, equity award agreement or any other agreement between the Company and you.


 


Upon becoming a Participant
in the Plan, for purposes of any outstanding awards you hold under any equity-based or other long-term performance incentive compensation
plan or program of the Company, the definitions of “Cause” and “Good Reason” as provided in the Plan will
be treated as if set forth in a written agreement between you and the Company for purposes of any outstanding awards under such
plan or program (to the extent applicable, and as set forth in the Plan). By your signature below, you acknowledge and consent
to the foregoing amendment of your outstanding equity-based or other long-term performance incentive compensation awards and any
written agreements in respect thereof.


 






     


     


    

 


As a prerequisite to
becoming a Participant, you must acknowledge your receipt of this letter and the Plan and your agreement to be bound by the terms
and conditions of this letter and the Plan by signing the enclosed copy of this letter and returning it to my attention within
fourteen (14) calendar days of receipt of this letter.


 


Should you have any
questions about the Plan, the payments and your obligations with respect to them, call me at [Insert Telephone #].


 


Very truly yours,


 


	 	 
	 	By:
	 	Title:




 


My signature constitutes an acknowledgement that I have
received and reviewed this letter and the 2U, Inc. Severance Pay and Change in Control Plan. By acknowledging this letter, I am
agreeing to be subject to the terms and conditions of the Plan as a Participant thereunder.


 


	Signed by:	         	 	Date:	                                                                                           
	 
	Printed Name:	 


 






    2


     


    

 


EXHIBIT
B


 


GENERAL
RELEASE OF CLAIMS


 


_____________________
(“Employee”), as of the date set forth below, hereby enters into this GENERAL RELEASE OF CLAIMS (this “Release”)
with and for the benefit of 2U, Inc. (the “Company”);


 


WHEREAS, Employee participates
in the 2U, Inc. Severance Pay and Change in Control Plan (the “Plan”);


 


WHEREAS, Employee’s
employment with the Company terminated on [__], and, pursuant to the terms of the Plan, the circumstances of such termination entitle
Employee to Plan Benefits (as defined in the Plan) under [Section 2.2][Section 2.3] of the Plan; and


 


WHEREAS, the effectiveness
of this Release is a condition precedent to Employee’s receiving the Plan Benefits pursuant to the Plan.


 


NOW, THEREFORE, Employee
agrees as follows:


 


1.                 
Release. Employee, on behalf of him/herself and his/her heirs, executors, administrators, successors and assigns
(collectively, the “Releasors”), hereby irrevocably and unconditionally releases the Company, its shareholders,
partners, directors, board of managers, officers, agents, employees, parent companies, affiliates, subsidiaries, predecessors and
successors, assigns, heirs, executors, administrators, attorneys, insurers and reinsurers, and anyone acting on its behalf (collectively,
the “Company Releasees”) of and from any and all actions, causes of action, claims, compensation, costs, demands,
damages, debts, expenses, injuries, liabilities, and losses of whatsoever nature, known or unknown (collectively, the “Claims”)
which the Releasors ever had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any
other representative capacity) by reason of any matter, fact or cause whatsoever against the Company Releasees from the beginning
of time through the date upon which Employee signs this Release, including, but not limited to, any Claims arising out of or relating
to Employee’s employment with the Company and/or the termination of Employee’s employment with the Company, including,
but not limited to, the following (all statutory references include any amendments thereto): the Age Discrimination in Employment
Act of 1967 (if applicable); the Older Workers Benefit Protection Act; 42 U.S.C. § 1981 (if applicable); the Federal Civil
Rights Acts of 1866, 1870, 1871, 1964, 1972, 1988, and 1991; Title VII of the Civil Rights Act of 1964; the National Labor Relations
Act; the Labor Management Relations Act, 1947; the Equal Pay Act of 1963; the Rehabilitation Act of 1973; the Consolidated Omnibus
Budget Reconciliation Act of 1985; the Americans With Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Employee
Retirement Income Security Act; Executive Order 11246; and any other applicable federal, state, or local laws. For employees working
and/or residing in the District of Columbia (or who worked and/or resided in the District of Columbia at any point during their
employment with the Company), the release provisions of this Section 1 expressly includes, but is not limited to, any claim under
the District of Columbia Human Rights Act of 1977, District of Columbia Family and Medical Leave Act, District of Columbia Accrued
Sick and Safe Leave Act, District of Columbia Safety and Health Act of 1988, District of Columbia Parental Leave Act, Protecting
Pregnant Workers Fairness Act of 2014, the Wage Payment and Wage Collection Law, Minimum Wage Revision Act, as amended, or the,
Fair Criminal Record Screening Act, the District of Columbia Equal Pay Law, the District of Columbia Workers’ Compensation
Retaliation Law, the District of Columbia Whistleblower Reinforcement Act, the District of Columbia Smokers’ Rights Law,
and the District of Columbia Rights of the Blind and Physically Disabled, all as amended. For employees working and/or residing
in the state of Maryland (or who worked and/or resided in Maryland at any point during their employment with the Company), the
release provisions of this Section 1 expressly include, but are not limited to, any claim under the Maryland Fair Employment Practices
Act, Reasonable Accommodations for Disabilities Due to Pregnancy Law, anti-retaliation provisions of the Maryland workers’
compensation laws, the anti-discrimination ordinances of Baltimore County (Baltimore Cty., Md., Code §§ 29-1-101, et
seq.), Baltimore City (Baltimore City, Md., Code art. 4, §§ 3-1, et seq.), Prince George’s County (Prince George’s
Cty., Md., Code, Subtitle 2, Sections 2-185, et seq.), Howard County (Howard Cty., Md., Code §§ 12.208, et seq.), and
Montgomery County (Montgomery Cty., Md., Code §§ 27-11, et seq.), any claim under Md. Code Ann., Lab. & Empl. tit.
3 (Equal Pay; Wages and Hours), including but not limited to Maryland Parental Leave Law, Maryland Equal Pay Act, Maryland Wage
and Hour Law, Maryland Wage Payment and Collection Law, and any claim relating to Whistleblower protection for state contractor
employees. For employees working and/or residing in the state of California (or who worked and/or resided in California at any
point during their employment with the Company), the release provisions of this Section 1 expressly include claims for violations
of the California Fair Employment and Housing Act, the California Family Rights Act, as well as claims for wages, penalties, attorneys’
fees or any other claim arising under the California Labor Code, California Business and Professions Code section 17200 et seq.,
and the applicable California Industrial Welfare Commission Order. Nothing in this Release shall be deemed to release or impair
any rights under the Plan or any rights that cannot be waived under applicable law, including as to unemployment compensation or
workers’ compensation benefits, or Employee’s right to report possible violations of federal law or regulation to any
governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange
Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal
law or regulation. Employee represents that Employee has no complaints, charges, or lawsuits pending against the Company Releasees.
Employee understands and agrees that nothing in this Release is intended to, or shall, interfere with or affect Employee’s
right to participate or cooperate in any federal, state, or local administrative or government agency (such as the Equal Employment
Opportunity Commission or Securities Exchange Commission) proceeding or investigation or to file a charge or Claim with such an
agency. Employee further covenants and agrees that, except to the extent prohibited by applicable law, neither Employee nor Employee’s
heirs, executors, administrators, successors, or assigns will be entitled to any personal recovery or relief in any proceeding
of any nature whatsoever against the Company Releasees arising out of any of the matters released in this Release.


 






     


     


    

 


Notwithstanding the foregoing, this Release
does not limit Employee’s right to receive an award for information provided to the SEC. In addition, this Release does not
limit or release Employee’s rights (a) to benefits accrued and vested prior to the effective date of Employee’s employment
termination under any employee benefit plan, policy or arrangement maintained by the Company, (b) to the Accrued Amounts (as defined
in the Plan), (c) as a shareholder or in respect of outstanding equity awards pursuant to the applicable equity plan and award
agreement, (d) to indemnification under contract, applicable corporate law, the by-laws or certificate of incorporation of the
Company, any Company benefit plan, or as an insured under any director’s and officer’s liability insurance policy,
or (e) to payments and benefits under the Plan or to enforce this Release and rights under the Plan.


 


2.                 
California Release of Unknown Claims. Employee understands that this release extends to all of the aforementioned
claims and potential claims forever and to the fullest extent permissible by law, whether now known or unknown, suspected or unsuspected,
and that this constitutes an essential term of this Release. Employee expressly waives any right or benefit available to Employee
in any capacity under the provisions of California Civil Code section 1542, which provides as follows:


 


A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


3.                 
Acknowledgement and Older Workers Benefit Protection Act. The Parties intend for this Release to comply with
Section 201 of the Older Workers Benefit Protection Act of 1990, as applicable. Employee acknowledges and represents as follows:


 


(a)              
Employee has read and understands this Release and all of its terms, conditions, requirements and obligations.


 


(b)              
By executing this Release, Employee does not waive rights or claims that may arise after the date this Release is executed.


 


(c)              
Prior to executing this Release, the Company has advised Employee in writing to consult with an attorney of Employee’s
choosing in connection with this Release, Employee has had the opportunity to consult with an attorney of Employee’s choosing
in connection with this Release, and Employee is fully satisfied that Employee understands it completely.


 


(d)              
If Employee is, at the time of signing this Release, forty (40) years of age or older, then Employee has had or has been
offered a period of at least twenty-one (21) calendar days within which to consider this Release and understands and acknowledges
that, at Employee’s sole option, Employee may (but is not required to) execute this Release prior to the expiration of this
twenty-one (21) day period.


 


(e)              
If Employee is, at the time of signing this Release, forty (40) years of age or older, then Employee will have seven (7)
calendar days from the date on which Employee signs this Release to revoke Employee’s consent to the terms of this Release.
Such revocation must be in writing and must be addressed and sent via facsimile or electronic mail as follows: [__],
and notice of such revocation must be received by 2U within the seven (7) calendar days referenced above. Provided that Employee
does not revoke this Release within the seven (7) calendar days referenced above, this Release shall become effective on the eighth
(8th) calendar day after the date on which Employee signs this Release.


 






    2 


     


    

 


4.                 
Acknowledgement. Employee acknowledges and agrees that Employee remains subject to the restrictive covenants
contained in (a) the Plan, (b) any outstanding equity awards of the Company held by Employee, (c) any employment agreement between
Employee and the Company and (d) any intellectual property, non-competition or other restrictive covenant agreement between Employee
and the Company (collectively, the “Restrictive Covenants”) and that Employee has complied with such Restrictive
Covenants and will continue to do so following the date hereof, to the extent required by such Restrictive Covenants.


 


5.                  Representations.
Employee represents and agrees that: Employee has disclosed to the Company any information Employee has which Employee believes
concerns any fraudulent or unlawful conduct involving the Company or any Company Releasee, or any conduct that violates the Company’s
policies; Employee has not formally or informally raised or asserted any claims of sexual harassment or sexual abuse against the
Company or any Company Releasee, and represents and acknowledges that Employee has no such claims; Employee is receiving valuable
consideration in exchange for executing this Release, and agrees that Employee will not argue that the Release, in whole or in
part, is not supported by sufficient consideration; and Employee has no known work-related injuries, illnesses, or occupational
diseases arising out of or related to Employee’s employment with the Company.


 


6.                 
Pursuit of Released Claims. Employee represents that Employee has brought no lawsuits, claims, or actions
pending in Employee’s name or on behalf of any other person or entity, against the Company or any other Company Releasee.
Employee also agrees and covenants not to bring any claims suit, action, arbitration, or complaint on Employee’s own behalf
or on behalf of any other person or entity against the Company or any other Company Releasee, and not to assist in any such action
in any court or private proceeding with regard to any claim, demand, liability or obligation arising out of Employee’s employment
with the Company or separation therefrom.


 


7.                 
Assignment. This Release is personal to Employee, and Employee may not assign Employee’s obligations
under it. This Release will inure to the benefit of the Company Releasees and its successors and assigns, and is binding on Employee’s
heirs, executors, administrators and other legal representatives.


 


8.                 
Returning Company Documents. Employee represents and warrants that Employee has delivered to the Company (and
has not kept in Employee’s possession (including in any physical, electronic, or online/cloud accounts or files), recreated
or delivered to anyone else) any and all Company devices, Confidential Information (as defined in the Plan), and any other Company
property, including, but not limited to, records, data, notes, reports, proposals, lists (specifically including, but not limited
to, Customer (as defined in the Plan) lists and student lists), correspondence, specifications, drawings, blueprints, sketches,
materials, equipment, other documents or property, or reproductions of any aforementioned items developed or obtained by Employee
during Employee’s employment with the Company or otherwise belonging to the Company, its successors, subsidiaries, parent
or assigns, or will deliver the same to the Company, to the extent requested by the Company. Notwithstanding anything in the foregoing
to the contrary, Employee shall be permitted to retain, as his or her own property, Employee’s individual personal documents
(such as tax, payroll and employee benefit records) and his or her personal address book and/or rolodex to the extent each contains
only contact information and no Confidential Information.


 






    3 


     


    

 


9.                 
Nonadmission of Liability. The parties hereto expressly agree that neither this Release nor the Company’s
performance thereunder constitutes an admission of, and shall not be construed as an admission by any of the parties of any violation,
liability or wrongdoing by the Company or any Company Releasee.


 


10.             
Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to the application of any choice-of-law rules that would result in the application of another state’s
laws. The parties hereto irrevocably agree that the competent courts of the State of Delaware are to have exclusive jurisdiction
to settle any disputes which may arise out of or in connection with this Release.


 


11.             
Other Agreements. Except as expressly provided in the Plan or this Release, the Plan and this Release render
null and void all prior agreements between you and the Company and constitutes the entire agreement between you and the Company
regarding the subject matter of the Plan and this Release. This Release may be modified only in a written document signed by you
and a duly authorized officer of the Company.


 






    4 


     


    

 


IN WITNESS WHEREOF, Employee has executed
this Release on the below-written date.


 


	EMPLOYEE	 	 
	[EMPLOYEE’S NAME]
	 	DATE


 


[Remainder of page intentionally
left blank]


 






    5 


     


    

 


In witness whereof, the
parties hereto have executed and delivered this Agreement.


 


	 	2U, Inc.
	 	 
	 	[Name]
	 	[Title]
	 
	 	Date:	        
	 
	Accepted and agreed to.	 
	 
	 	EXECUTIVE:
	 	 
	 	[Name]
	 
	 	Date:	 
	 




 






    6