CABINET LEVEL OFFICER COMPENSATION PLAN

Exhibit 10.2

EFFECTIVE DATE
June 1, 2011 to May 31, 2012

CABINET LEVEL OFFICER COMPENSATION PLAN

This compensation plan is made up of three components. For purposes of this plan, the title “Cabinet Level” refers to those individuals who have been appointed to and serve as a member of the President’s Cabinet (other than the chief executive officer/CEO and President). In addition, this plan and its components are based on the performance of National American University Holdings, Inc. (“NAUH”)

Component 1: BASE PAY COMPUTATION

The Board of Directors, in consultation with the chief executive officer/CEO, will determine the specific base salary of the Cabinet Level Officer positions. Additional factors which may be considered by the Board of Directors in determining the actual base salary include, but are not limited to, experience level, educational level, assessment of satisfactory performance, years of service, and performance expectations for the upcoming year.

Component 2: QUARTERLY ACHIEVEMENT OF ORGANIZATIONAL OBJECTIVES

The second component of the compensation plan will be based on achievement of specific quarterly organizational objectives (the “Additional Quarterly Compensation”). The Additional Quarterly Compensation will be based on NAUH quarterly pre-tax profit margin and objectives related to institutional effectiveness. The amount of the Additional Quarterly Compensation will be calculated quarterly by taking the appropriate percentage multiplied by the Cabinet Level Officer’s current annual base salary. The Cabinet Level Officer will receive a percentage of his/her annual base salary each quarter based on achieving the objectives listed below. The two objectives and percentages are listed below.

Quarterly				Percentage of
Objective				Annual Base Salary		Description
	1			5% per quarter		For achieving the approved budgeted NAUH pre-tax profit margin for the quarter.
	2			5% per quarter		For achieving predetermined NAUH quarterly objectives related to institutional effectiveness.

Objective 1: successfully achieving the approved NAUH budgeted pre-tax profit margin per quarter as determined and approved by the Board prior to June 1^st.

Objective 2: successfully achieving the predetermined quarterly organizational objectives related to institutional effectiveness. These objectives will be determined prior to June 1^st and published for each Cabinet Level Officer to review.

The Additional Quarterly Compensation is based on achieving the organizational objectives for the prior quarter. Additional Quarterly Compensation, if any, will be determined quarterly and paid semi-monthly on the Company’s regular payroll schedule in five (5) equal payroll installments beginning after the financial statements for the prior quarter have been finalized.

In order to be eligible to earn Additional Quarterly Compensation for a given quarter, the Cabinet Level Officer must be employed by NAUH or its affiliates during the entire quarter in which the objectives are measured and when the amount of the Additional Quarterly Compensation is determined. No Additional Quarterly Compensation will be paid after employment is terminated. The Board of Directors will be solely responsible for determining whether the objectives for the Additional Quarterly Compensation are satisfied and the amount of any Additional Quarterly Compensation.

Component 3: ANNUAL ACHIEVEMENT AWARD

The final component of the compensation plan will be based on NAUH’s Earnings Before Interest and Taxes (“EBIT”). To the extent that NAUH’s actual EBIT for the fiscal year exceeds NAUH’s budgeted EBIT for the fiscal year, twenty percent (20%) of the excess would be designated for an “Annual Achievement Award.” The total Annual Achievement Award would then be distributed to Cabinet Level Officers, with Cabinet Level Officer receiving  _____  % of the total, up to a maximum of 60% of his/her annual base salary.

Calculations will be based on the annual budget for NAUH, as approved by the Board prior to June 1^st, and the final audited financial statements prepared for the fiscal year ending May 31^st. The Annual Achievement Award will be paid in six (6) equal payroll installments beginning September 1^st of each year (1^st payment will be September 7^th).

In order to be eligible to earn the Annual Achievement Award for a given year, the Cabinet Level Officer must be employed by NAUH or its affiliates during the entire year in which the objectives are measured and when the amount of the Annual Achievement Award is determined. No Annual Achievement Award will be paid after employment is terminated. The Board of Directors will be solely responsible for determining whether the objectives for the Annual Achievement Award are satisfied and the amount of any Annual Achievement Award.

GENERAL PROVISIONS

This compensation plan does not create a contract of employment, express or implied, or alter the employment at-will relationship between you and NAUH or its affiliates, including the university. This document is not intended by reason of its distribution to confer any rights or privileges upon you or to entitle you to be or remain employed by NAUH or its affiliates, including the university. The contents of this plan are presented as a guide and as a matter of information only. While NAUH believes wholeheartedly in the plan, it is not a condition of employment and may not be relied upon by you as a contract or other right. The provisions of this compensation plan are subject to change at anytime by the NAUH or its affiliates without any notice and without anyone’s agreement. Further, business conditions, federal and state law, and/or organizational needs are constantly in flux and may require that portions of this document be revised or rewritten.

The Cabinet Level Officer is subject to the provisions of the National American University Employee Handbook (NAUM 4-0).

Notwithstanding any provision in this compensation plan to the contrary, any portion of the payments and benefits provided under this compensation plan shall be subject to any clawback policy adopted by or applicable to NAUH pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, any Securities and Exchange Commission rule, any applicable listing standard promulgated by any national securities exchange or national securities association, or any other legal requirement.

* * * * *

I acknowledge receipt of a copy of the Cabinet Level Officer Compensation Plan and further acknowledge that my employment is not governed by any written or oral contract, including this document, and that my employment is considered an at-will arrangement.

Cabinet Level Officer		Date
Dr. Ronald L. Shape		Date
CEO