exv10w1



 


Description of Amended and
Restated DeVry Inc. Employee Stock Purchase Plan




EXHIBIT 10.1






Administration



     
The ESPP is administered by the Company, which has final
authority to decide any question of interpretation of the ESPP
or rights arising thereunder. The Company pays all expenses of
the ESPP. The Company has hired an independent, third-party
administrator to maintain the records of the ESPP.




Shares Reserved for Issuance



     
The ESPP reserves 200,000 shares for issuance pursuant to
employee purchases through payroll deductions under the ESPP,
subject to approval by the Company’s stockholders at the
2005 Annual Meeting.






Eligibility



     
Except as described below, all employees of the Company and
certain designated subsidiaries who customarily work more than
20 hours per week and more than five months during each
year are eligible to participate in the ESPP as of any
enrollment date after their first day of employment. Employees
who are ineligible to participate in the ESPP include those
(1) who are prohibited by the laws and regulations of the
country of their residence or employment from participating in
the ESPP, as determined by the Company, or to whom the Company
may not offer or sell Common Stock under the ESPP, (2) who
are executive officers or for whom the Company makes filings
pursuant to Section 16 of the Securities Exchange Act of
1934, or (3) who own or would be deemed to own five percent
or more of the voting power or value of all classes of stock of
the Company. Rights to purchase shares under the ESPP are not
transferable.




Purchase of Shares



     
The ESPP provides for monthly purchase dates on the last
business day of each month (the “Purchase Date”). Each
eligible employee may elect to purchase shares of Common Stock
pursuant to the ESPP by filing a payroll deduction
authorization. Shares may be purchased under the ESPP only
through payroll deductions of not more than 10% of an
employee’s base salary plus bonuses and commissions. On the
Purchase Date, the amounts withheld by payroll deduction for the
period beginning on the first business day following the most
recent Purchase Date and ending on the next Purchase Date (the
“Purchase Period”) are applied to purchase shares for
the employee from the Company, provided the employee is employed
by the Company on the Purchase Date. If the employee is not
employed by the Company on the Purchase Date, then the
employee’s accumulated payroll deductions are returned to
the employee.



     
The purchase price for the shares (the “Purchase
Price”) is 95% of the fair market value of a Common Share
on the Purchase Date. No participant may purchase Common Shares
in any calendar year having an aggregate value (determined at
time of purchase) exceeding $25,000. An employee may increase or
decrease, or cease, payroll deductions by submitting an
appropriate form to the Company at least 10 days before the
date a paycheck is issued; provided, however, only one change is
allowed in any Purchase Period.




Issuance and Delivery of Shares



     
Shares purchased by employees under the ESPP are delivered by
the Company to, and held by, the third-party administrator on
behalf of the purchasing employees.




Amendments



     
The Board of Directors may amend the ESPP, except that, without
the approval of the stockholders of the Company, the ESPP may
not be amended to increase the number of reserved shares. The
Board of Directors may terminate the ESPP at any time.




Tax Consequences



     
The following description is a summary of the federal income tax
consequences to the Company and employees participating in the
ESPP. Applicable state, local and foreign tax consequences may
differ.



     
The ESPP is intended to qualify as an “employee stock
purchase plan” within the meaning of Section 423 of
the Internal Revenue Code. Under the Internal Revenue Code,
employees are not taxed on income or gain with respect to the
ESPP either at the first day of the Purchase Period or at the
Purchase Date. If an employee disposes of the shares purchased
under the ESPP more than one year after the Purchase Date and
more than two years after the beginning of the Purchase Period,
the employee will be required to report as ordinary compensation
income for the taxable year of disposition an amount equal to
the lesser of (1) the gain on the disposition of the shares
or (2) the purchase price discount (five percent) applied
to the fair market value of the shares on the first day of the
Purchase Period. Any gain on the disposition in excess of the
amount treated as ordinary compensation income will be capital
gain. In the case of such a disposition, the Company will not be
entitled to any deduction from income.




     
If an employee disposes of shares purchased under the ESPP
(including by way of gift, but not death, bequest or
inheritance) within either the one-year or the two-year holding
periods described above (a “disqualifying
disposition”), the employee will be required to report the
excess of the fair market value of the shares on the Purchase
Date over the Purchase Price as ordinary compensation income for
the year of disposition. Any difference between the fair market
value of the shares on the Purchase Date and the disposition
price will be capital gain or loss, either short-term or
long-term depending upon the employee’s holding period for
the shares. In the event of a disqualifying disposition, the
Company will be entitled to a deduction from income in the year
of such disposition equal to the amount that the employee is
required to report as ordinary compensation income. The Company
will treat any transfer of record ownership of shares as a
disposition, unless it is notified to the contrary.



     
The ESPP is not subject to any of the provisions of ERISA nor is
it qualified under Section 401(a) of the Internal Revenue
Code.