DEVRY INC. EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of October 12, 2009 (the “ Effective Date ”), by and between DeVry Inc. (“ DeVry ”), and Thomas C. Shepherd (the “ Executive ”).  DeVry and the Executive are sometimes hereinafter referred to individually as a “ Party ” and together as “ Parties .”

Unless otherwise defined in the body of this Agreement, capitalized terms shall be defined as provided in Appendix I to this Agreement.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.     Employment Period .  DeVry will employ the Executive, and the Executive hereby accepts employment with DeVry, upon the terms and subject to the conditions set forth in this Agreement.  The Executive’s employment under this Agreement shall begin on the Effective Date and shall continue thereafter until the first to occur of the events described in Section 8(a) (the “ Employment Period ”).

2.     Position and Duties .

(a)    Title; Responsibilities .  During the Employment Period, the Executive will serve as the Executive Vice President and President, Ross University and will have the normal duties, responsibilities and authority of that position, subject to the power of the CEO to expand or limit such duties, responsibilities and authority; provided, however, at all times, Executive’s duties, responsibilities and authority shall be commensurate with such duties, responsibilities and authority held by executives in comparable positions in corporations of similar size and scope to DeVry in DeVry’s industry.  The Executive shall report to the CEO or the CEO’s designee.  In this trusted, executive position, the Executive will be given access to DeVry’s Confidential Information.  The Executive shall comply in all material respects with all applicable laws, rules and regulations relating to the performance of the Executive’s duties and responsibilities hereunder, including DeVry’s Code of Business Conduct and Ethics.

3.     Compensation .

(a)    Base Salary .  The Executive’s shall receive a yearly Base Salary under this Agreement established as of the Effective Date.  The Executive’s Base Salary will be paid by DeVry in substantially equal bi-weekly installments.  The Base Salary will be reviewed annually by the CEO in coordination with the Compensation Committee and upon such review the Base Salary may be increased by the CEO in coordination with the Compensation Committee (but subject to any applicable DeVry policy, law, or exchange listing requirement); provided, however, the Base Salary under this Agreement, including as subsequently adjusted upwards, may not be decreased thereafter except in the case of an across-the-board percentage reduction in base salaries of executives at the Executive’s level affecting such executives equally.  All amounts payable to the Executive under this Agreement will be subject to all required withholding by DeVry.

(b)    Equity Awards .  In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as determined by DeVry, the Board and/or Compensation Committee as necessary and appropriate to comply with DeVry policy, applicable law, or exchange listing requirements, under DeVry’s equity award plan(s) covering executives at the Executive’s level, as in effect from time to time.

4.     Management Incentive .  In addition to the Base Salary, the Executive will be eligible to receive an annual MIP Target payment under DeVry’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific DeVry-wide and personal performance goals that will be determined each fiscal year by the Executive’s direct supervisor and/or the Compensation Committee as necessary and appropriate to comply with DeVry policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively.  Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of DeVry’s fiscal year in which the MIP Award was earned.

5.     Vacation .  The Executive will be entitled to the number of weeks of vacation each fiscal year equal to that of other executives at the Executive’s level.

6.     Benefits .

(a)    Other Benefit Plans and Programs .  In addition to the Base Salary and other compensation provided for in Section 3 and Section 4 above, the Executive shall be eligible to participate in such health and welfare benefit plans (including Executive’s eligible dependents) and any qualified and/or non-qualified retirement plans of DeVry as may be in effect from time to time;   provided, however, that participation shall be subject to all of the terms and conditions of such plans, including, without limitation, all waiting periods, eligibility requirements, vesting, contributions, exclusions and other similar conditions or limitations.   Any and all benefits under any such plans shall also be payable, if applicable, in accordance with the underlying terms and conditions of such plan document.  Executive’s participation in the foregoing plans and any perquisite programs will be on terms no less favorable than afforded to executives at the Executive’s level, as in effect from time to time.  DeVry, however, shall have the right in its sole discretion to modify, amend or terminate such benefit plans and/or perquisite programs at any time.  DeVry will reimburse the Executive for all reasonable business expenses incurred by Executive in the course of performing Executive’s duties and responsibilities under this Agreement which are consistent with DeVry’s policies and procedures in effect from time to time.

7.     Relocation Expenses .  [RESERVED].

8.     Termination .

(a)    When Does Termination Occur .  The Executive’s employment with DeVry and the Employment Period will end on the earlier of (i) the Executive’s death or Permanent Disability,   (ii) the Executive’s resignation at any time with or without Good Reason, or (iii) termination by DeVry at any time with or without Cause.  Except as otherwise provided herein, any termination of the Employment Period by DeVry or by the Executive will be effective as specified in a written notice from the terminating Party to the other Party; provided, however, if the Executive’s employment with DeVry is terminated during the Employment Period by DeVry without Cause or by the Executive without Good Reason, the terminating Party must give the other Party at least thirty (30) days prior written notice.  For avoidance of doubt, Executive’s voluntary retirement from DeVry shall be deemed a resignation by Executive without Good Reason.

(b)    Termination Due to Death or Permanent Disability .   If the Employment Period is terminated pursuant to Section 8(a)(i) above, then, through the date of termination of Executive’s employment with DeVry, the Executive will be entitled to the Accrued Benefits payable no later than thirty (30) days following Executive’s Termination Date.  Except as set forth in this paragraph (b), the Executive will not be entitled to any other Base Salary, severance, compensation or benefits from DeVry thereafter, other than those previously earned under any of DeVry’s retirement plans or expressly required under applicable law.

(c)    Termination by DeVry With Cause or By the Executive Without Good Reason .  If the Employment Period is terminated by DeVry   with Cause or if the Executive resigns without Good Reason, then the Executive will only be entitled to receive the Accrued Benefits payable no later than thirty (30) days following Executive’s Termination Date.  Except as set forth in this paragraph (c), the Executive will not be entitled to any other Base Salary, severance, compensation or benefits from DeVry thereafter, other than those previously earned under any of DeVry’s retirement plans or expressly required under applicable law.  Within ten (10) days following notice of termination with Cause, the Executive may request of the CEO an opportunity to cure the Cause event, which request shall be determined by the CEO in the CEO’s sole discretion.

(d)    Termination by DeVry Without Cause or By the Executive With Good Reason .  If:

(i)    the Executive’s employment with DeVry is terminated during the Employment Period (A) by DeVry without Cause or (B) by the Executive with Good Reason; and

(ii)    the Executive executes a Release and such Release is not timely revoked by Executive and becomes legally effective; and

(iii)    the Executive complies with the terms of this Agreement and the Release,

then the Executive will be entitled to receive:

(A)    Accrued Benefits .  the Accrued Benefits payable no later than thirty (30) days following Executive’s Termination Date;

(B)    Base Salary and MIP Award .  payment of an amount equal to one (1) times the sum of Executive’s Base Salary (at the rate then in effect) plus MIP Target, which shall be payable in twelve (12) equal monthly payments commencing with the first payroll period following the date the Release becomes legally effective; and

(C)    Other Benefits .  the following “ Additional Benefits ”:

(I)    Pro-Rated MIP Award .  Provided that Executive has been employed for not less than six (6) months during the fiscal year during which Executive’s Termination Date occurs, payment of a pro-rated MIP Award pursuant to Section 4 (based on the number of days in the fiscal year which have passed divided by 365) based upon accomplishment of the relevant performance targets for the relevant fiscal year which includes the Executive’s Termination Date, which MIP Award shall be payable in a lump sum payment at the time all other MIP Awards for such fiscal year are paid to the other DeVry senior executives;

(II)    Health Continuation .  Twelve (12) months of continued health benefit plan coverage following the Termination Date at active employee levels and active employee cost for Executive and Executive’s eligible dependents; such health benefits shall be provided and paid for by the Executive per regular payroll period of DeVry commencing with the first payroll period following the Executive’s termination of employment and continuing until the earlier of (1) the twelve (12) month anniversary of Executive’s Termination Date, or (2) the date Executive is eligible for equivalent coverage and benefits under the plans and programs of a subsequent employer.  Medical expenses (as defined in Code Section 213(d)) paid pursuant to this paragraph are intended to be exempt from Code Section 409A to the extent permitted under Treasury Regulation §§1.409A-1(b)(9)(v)(B) and -3(i)(1)(iv)(B).  However, to the extent any health benefits provided pursuant to this paragraph do not qualify for exemption under Code Section 409A, DeVry shall provide Executive with a lump sum payment in an amount equal to the number of months of coverage to which Executive is entitled times the then applicable premium for the relevant health plan in which Executive participated.  Such lump sum amount will be paid during the second month following the month in which such coverage expires; and

(III)    Outplacement Services .  DeVry shall, at its sole expense, provide the Executive with a six (6) month senior executive level outplacement program the provider of which shall be selected by DeVry in DeVry’s sole discretion with such expenses being payable to the outplacement service as soon as administratively practicable but in no event later that the last day of the calendar year immediately following the calendar year in which such expense was incurred by the Executive.

(e)    Specified Employee Six Month Delay Requirement .   Notwithstanding the provisions of paragraph (d) immediately above, because DeVry is a “public company” within the meaning of Code Section 409A, any amounts payable to the Executive during the first six months and one day following the Termination Date pursuant to paragraph (d) immediately above shall be deferred until the date which is six months and one day following such Termination Date, with the first payment being in an amount equal to the total amount to which the Executive would otherwise have been entitled during the period following the Termination Date of employment if the six-month deferral had not been required.  Except as otherwise expressly provided in paragraph (d) immediately above, all of the Executive’s rights to Base Salary, employee benefits, severance and other compensation hereunder or under any policy or program of DeVry which accrue or become payable on or after the termination of the Employment Period will cease upon such Termination Date other than those expressly required under applicable law.

(f)    No Offset or Mitigation .  Except for such monies due and owing DeVry, if Executive’s employment with DeVry is terminated for any reason, DeVry will have no right of offset, nor will Executive be under any duty or obligation to seek alternative or substitute employment at any time after the effective date of such termination or otherwise mitigate any amounts payable by DeVry to Executive.

9.     Change in Control .

(a)    Obligations of DeVry upon Executive’s Termination with Good Reason or DeVry’s Termination of Executive Without Cause During Change in Control Period .  If:

(i)    during the Change in Control Period, DeVry terminates the Executive’s employment without Cause (other than for death or Disability) or the Executive terminates employment for Good Reason, and

(ii)    the Executive executes the Release and such Release is not timely revoked by Executive and becomes legally effective; and

(iii)    the Executive complies with the terms of this Agreement and the Release,

then the Executive will be entitled to receive:

(A)    Accrued Benefits .  the Accrued Benefits payable no later than thirty (30) days following Executive’s Termination Date;

(B)    Base Salary and MIP Award .  payment of an amount equal to one and one-half (1-1/2) times the sum of Executive’s Base Salary (at the rate then in effect) plus MIP Target, which shall be payable in eighteen (18) equal monthly payments commencing with the first payroll period following the date the Release becomes legally effective; and

(C)    Other Benefits .  Additional Benefits as delineated in Section 8(d)(iii)(C) above except that in subsection (II) the reference to “twelve (12) months” shall be changed to “eighteen (18) months” and in subsection (III) the reference to “six (6) month” shall be changed to “nine (9) months.”

(b)    Obligations of DeVry upon Executive’s Death .  If the Executive’s employment is terminated by reason of the Executive’s death during the Change in Control Period, DeVry shall provide the Executive’s estate or beneficiaries with the Accrued Benefits, and shall have no other severance obligations under this Agreement.  The Accrued Benefits shall be paid to the Executive’s estate or beneficiary, as applicable, within thirty (30) days following the Termination Date.

(c)    Obligations of DeVry upon Executive’s Permanent Disability .  If the Executive’s employment is terminated by reason of the Executive’s Permanent Disability during the Change in Control Period, DeVry shall provide the Executive with the Accrued Benefits, and shall have no other severance obligations under this Agreement.  The Accrued Benefits shall be paid to the Executive within thirty (30) days following the Termination Date.

(d)    Obligations of DeVry upon Executive’s Termination Without Good Reason or DeVry’s Termination of Executive With Cause During Change in Control Period .  If the Executive’s employment is terminated for Cause during the Change in Control Period or the Executive resigns during the Change in Control Period without Good Reason, DeVry shall provide the Executive with the Accrued Benefits, and shall have no other severance obligations under this Agreement.  In such case, all Accrued Benefits shall be paid to the Executive within thirty (30) days following the Termination Date.  For avoidance of doubt, expiration of the Agreement during the Change in Control Period by action of the Executive in accordance with Section 1 shall be deemed a resignation by Executive without Good Reason.

(e)    Anticipatory Change in Control .  If a Change in Control occurs and if the Executive’s employment with DeVry was terminated by DeVry without Cause within six (6) months prior to the date such Change in Control occurred, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who had taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then Executive shall be deemed to have been involuntarily terminated by DeVry without Cause during the Change in Control Period and shall be eligible to receive the monies and benefits under Section 9(a) rather than Section 8(d) of the Agreement.

10.     Confidential Information .

(a)    The Executive recognizes and acknowledges that the continued success of DeVry and its Affiliates depends upon the use and protection of a large body of confidential and proprietary information and that the Executive will have access to the entire universe of DeVry’s Confidential Information (as defined below in Section 10(b)), as well as certain confidential information of other Persons with which DeVry and its Affiliates do business, and that such information constitutes valuable, special and unique property of DeVry, its Affiliates and such other Persons.

(b)    Confidential Information .  For purposes of this Agreement, DeVry’s “ Confidential Information ” shall include DeVry and its Affiliates’ trade secrets as defined under Delaware law, as well as any other information or material which is not generally known to the public, and which:  (a) is generated, collected by or utilized in the operations of DeVry or its Affiliates’ business and relates to the actual or anticipated business, research or development of DeVry, its Affiliates or DeVry and its Affiliates’ actual or prospective Customers; or (b) is suggested by or results from any task assigned to the Executive by DeVry or its Affiliates, or work performed by the Executive for or on behalf of DeVry or its Affiliates.  Confidential Information shall not be considered generally known to the public if the Executive or others improperly reveal such information to the public without DeVry or its Affiliates’ express written consent and/or in violation of an obligation of confidentiality owed to DeVry or its Affiliates.  Confidential Information includes, without limitation, the information, observations and data obtained by the Executive while employed by DeVry concerning the business or affairs of DeVry or its Affiliates, including information concerning acquisition opportunities in or reasonably related to DeVry or its Affiliates’ business or industry, the identities of and other information (such as databases) relating to the current, former or prospective employees, suppliers and Customers of DeVry or its Affiliates, development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, financial and business plans, financial data, pricing information, employee lists and telephone numbers, locations of sales representatives, new and existing customer or supplier programs and services, customer terms, customer service and integration processes, requirements and costs of providing service, support and equipment.

(c)    The Executive agrees to use DeVry’s Confidential Information only as necessary and only in connection with the performance of Executive’s duties hereunder.  The Executive shall not, without DeVry’s prior written permission, directly or indirectly, utilize for any purpose other than for a legitimate business purpose solely on behalf of DeVry or its Affiliates, or directly or indirectly, disclose outside of DeVry or outside of the Affiliates, any of DeVry’s Confidential Information, as long as such matters remain Confidential Information.  The restrictions set forth in this paragraph are in addition to and not in lieu of any obligations the Executive may have by law with respect to DeVry’s Confidential Information, including any obligations the Executive may owe under any applicable trade secrets statutes or similar state or federal statutes.  This Agreement shall not prevent the Executive from revealing evidence of criminal wrongdoing to law enforcement or prohibit the Executive from divulging DeVry’s Confidential Information by order of court or agency of competent jurisdiction.  However, the Executive shall promptly inform DeVry of any such situations and shall take such reasonable steps to prevent disclosure of DeVry’s Confidential Information until DeVry or its relevant Affiliates have been informed of such requested disclosure and DeVry has had an opportunity to respond to the court or agency.

(d)    The Executive understands that DeVry and its Affiliates will receive from third parties confidential or proprietary information (" Third Party Information ") subject to a duty on DeVry or its Affiliates to maintain the confidentiality of such information and to use it only for certain limited purposes.  During the Employment Period and thereafter, and without in any way limiting the foregoing provisions of this Section 10, the Executive will hold Third