Beginning on the Effective Date, the Executive will serve as President and Chief Executive Officer of DeVry Group and will have the normal duties, responsibilities and authority of those positions, subject to the power of the Board to expand the Executive’s authority; provided , however , at all times, the Executive’s duties, responsibilities and authority shall be at least commensurate with such duties, responsibilities and authority held by executives in comparable positions in corporations of similar size and scope to DeVry Group in DeVry Group’s industry.  The Executive shall report exclusively to the Board.  In this trusted, executive position, the Executive will be given access to DeVry Group’s Confidential Information and the Executive shall have full discretion to use such Confidential information in furtherance of the Executive’s responsibilities. 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 Group’s Code of Business Conduct and Ethics.