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EXHIBIT 10(d)
DeVry Inc. 1999 STOCK INCENTIVE PLAN
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1. Purpose. The DEVRY- INC. 1999 Stock Incentive Plan (the "Plan") has been
established by DeVry Inc. (the "Company") to provide the Company's directors
and key employees with opportunities to acquire Common Stock of the Company
on favorable terms. The purpose of the Plan is to: (1) provide a means to
attract, retain and reward the Company's independent directors for their
judgment and knowledge, on which the Company relies for the continued success
of its operations, by promoting a greater identity of interest between them
and the Company's stockholders and providing an opportunity to share in the
future success of the Company; (2) provide a means to attract and retain
competent personnel; and (3) provide to participating executives and other key
employees long-term incentive for high levels of performance and for
extraordinary efforts to improve the financial performance of the Company.
2. Administration. The authority to manage and control the operation and
administration of the Plan shall be vested in the Plan Committee, subject to
approval by the Compensation Committee of the Board of Directors. The Plan
Committee shall consist of members of the Company's Board of Directors who
are full- time, salaried employees of the Company. All determinations of the
Plan Committee shall be made by a majority of its members. Any interpretation
of the Plan by the Plan Committee and any decision made by it under the Plan
are final and binding on all persons.
3. Participation. Subject to the terms and conditions of the Plan and approval
by the Compensation Committee of the Board of Directors of actions taken with
respect to employees, the Plan Committee shall determine and designate, from
time to time, the directors and key employees of the Company and its
Subsidiaries to whom stock options are to be granted or awarded (the
"Participants"), and the number thereof to be granted or awarded to each
Participant. Except as otherwise agreed to by the Company and the Participant,
any grant or award under this Plan shall not affect any previous grant or
award to the Participant by the Company under this Plan or any other plan
maintained by the Company or its Subsidiaries.
4. Automatic Grant of Options to plan Committee. Notwithstanding Paragraph 3
above, directors who are members of the Plan Committee shall receive, for
service as a director, only an automatic nondiscretionary stock option grant
on July I every year during the term of the Plan. The amount of shares subject
to option that will be automatically granted to each director who is a member
of the Plan Committee for service as a director shall be the lesser of (i)
500 shares or (ii) that number of shares equal to the largest multiple of 25
whose fair market value on the date of grant does not exceed $25,000.
5. Shares Subject to the Plan. The shares of stock with respect to which awards
or grants may be made under the Plan shall be shares of the Company's Common
Stock, either authorized and unissued shares or shares issued and held in its
treasury. Subject to the provisions of paragraph 12, the aggregate number of
shares of Common Stock with respect to which awards or grants may be made under
the Plan shall not exceed 1,500,000 shares. If, for any reason, any award or
grant under the Plan shall expire, terminate or be forfeited with respect to
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any number of shares, such number of shares shall again be available for award
or grant under the Plan.
6. Options. Subject to Paragraph 4 above, the Plan Committee may, from time to
time, grant options to Participants under the Plan. The Plan Committee shall
have complete authority to determine at the time an option is granted, whether
such option shall be an incentive stock option qualified under Section 422 of
the Internal Revenue Code, as amended, or whether such option shall be a
nonqualified stock option. The price at which a share of Common Stock may be
purchased pursuant to the exercise of an option under the Plan shall be 100%
(I 10% in the case of an incentive stock option, as described in Section 422A
of the Internal Revenue Code of 1986, as amended, granted to a 10% stockholder)
of the Fair Market Value (as defined below) of a share of such Common Stock on
the date on which the option is granted. Subject to the provisions of paragraph
12, for all purposes of the Plan, the "Fair Market Value" of a share of Common
Stock as at any date means the fair market value of such share determined in
good faitb by the Plan Committee.
Notwithstanding the foregoing, in no event shall the aggregate Fair Market
Value (determined at the time the option is granted) of the Common Stock with
respect to which incentive stock options are exercisable for the first time by
any individual during any calendar year (under all plans of the Company and
its Subsidiaries) exceed $100,000.
7. Option expiration Date. The "Expiration Date" with respect to an option
granted to a Participant under the Plan means the earlier of-
(a) the date which is 10 years (5 years in the case of an incentive stock
option granted to a 10% stockholder) after the date on which the option or
stock appreciation right is granted; or
(b) the date established by the Plan Committee at the time of the grant.
8. Exercise of Options. Each option shall be exercisable at such time or times
as shall be determined by the Plan Committee at the time the option is granted
or at such earlier times as the Plan Committee may subsequently determine.
Except as otherwise agreed between the Company and the Participant, a
Participant's right to exercise any option under the Plan shall not be affected
by any other outstanding stock option granted to the Participant under this
Plan or any other plan maintained by the Company or its Subsidiaries. a
Participant may exercise an option by giving written notice thereof prior to
the Expiration Date to the Secretary of the Company at the Company's corporate
headquarters. Payment of the purchase price of the shares purchased pursuant
to the exercise of a stock option shall be in cash or other consideration,
including shares of Common Stock and Participant notes, as the Plan Committee
may permit.
9. Compliance with Applicable Laws and Withholding of Taxes. Notwithstanding
any other provision of the Plan, the Company shall have no liability to issue
any shares under the Plan unless such issuance would comply with all
applicable laws and the applicable requirements of any securities exchange or
similar entity. Prior to the issuance of any shares under the Plan, the
Company may require a written statement that the recipient is acquiring the
shares for investment and not for the purpose or with the intention of
distributing the shares. All awards, grants, and payments under the Plan are
subject to withholding of all applicable taxes, which withholding obligations
may be satisfied, with the consent of the Plan Committee, through the surrender
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of shares of Common Stock to which a Participant is otherwise entitled under
the Plan. Common Stock shares surrendered for withholding purposes cannot be
withheld in excess of the minimum number required for tax withholding purposes.
10. Transferability. Incentive stock options granted under the Plan are not
transferable except by will or by the laws of descent and distribution;
nonqualified stock options may be transferred by the Participant inter vivos
to members of the Participant's immediate family or to a trust for the benefit
of such family members.
11. Employment and Stockholder Status. The Plan does not constitute a contract
of employment, and selection as a Participant will not give any employee the
right to be retained in the employ of the Company or any Subsidiary. No award
or grant under the Plan shall confer upon the holder thereof any right as a
stockholder of the Company prior to the date on which he fulfills all
conditions for receipt of shares of Company stock.
12. Adjustments to Number of Shares Subject to the Plan and to Option Terms.
Subject to the following provisions of this paragraph 12, in the event of any
change in the outstanding shares of Common Stock of the Company by reason of
any stock dividend, split, recapitalization, merger, consolidation,
combination, exchange of shares or other similar change, the aggregate number
of shares with respect to which awards or grants may be made under the Plan
and the terms of any outstanding option shall be equitably adjusted by the Plan
Committee subject to approval by the Compensation Committee. Notwith- standing
the preceding sentence, in no event shall any fraction of a share of stock be
issued under the Plan.
13. Agreement with Company. At the time of any grant under the Plan, the Plan
Committee may require a Participant to enter into an agreement with the
Company in a form specified by the Plan Committee, agreeing to the terms and
conditions of the Plan and to such additional terms and conditions (including
but not limited to a call provision), not inconsistent with the Plan, as the
Plan Committee may, in its sole discretion, prescribe.
14. Term of Plan. Subject to the approval of the stockholders of the Company
at the Company's 1999 annual meeting of its stockholders, the Plan shall be
effective as of August 17, 1999. No options may be granted under the Plan after
June 30, 2009.
15. Amendment and Termination of Plan. Subject to the following provisions of
this paragraph 15, the Plan Committee of the Company may at any time amend,
suspend or terminate the Plan. No amendment of the Plan and, except as provided
in paragraph 12, no action of the Plan Committee shall, without further
approval of the stockholders of the Company: (a) increase the total number of
shares of Common Stock with respect to which awards or grants may be made
under the Plan or otherwise materially increase the benefits to Participants
under the Plan; (b) permit any awards or grants to be made under the Plan
after June 30, 2009; or (c) materially modify the requirements as to
eligibility for participation under the Plan. No amendment, suspension or
termination of the Plan shall alter or impair any option previously granted
under the Plan without the consent of the holder thereof.
