Exhibit 10.10b
AMENDMENT TO SHAREHOLDER AGREEMENT
This Amendment to Shareholder Agreement is made as of May 25, 2001 by
and among Xxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, and Xxxx X. Xxxxxx (each a
"Shareholder" and collectively the "Shareholders") and Apollo Group, Inc. (the
"Company").
Whereas, the Shareholders and the Company are parties to a Shareholders
Agreement dated as of September 7, 1994 (the "Agreement"); the other parties to
the Agreement (Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, and Xxxxx X.
Xxxxx) no longer own any of the Class B Common Stock of the Company; and the
Shareholders wish to amend the Agreement;
Now, therefore, it is agreed:
1. Section 2 of the Agreement is amended in its entirety to read:
"2. Transfer to Other Shareholder(s). Notwithstanding the
provisions of Section 1 or Section 7 hereof, a Shareholder may transfer
Shares to any other Shareholder. The Shares so transferred shall not be
converted into shares of the Company's Class A Common Stock as a result
of such transfer."
2. Section 5 of the Agreement is amended in its entirety to read:
"5. Transfer to a Trust. Notwithstanding the provisions of
Section 1 or Section 7 hereof, a Shareholder may transfer Shares to a
trust created by the Shareholder ("Shareholder Trust"), provided that
any and all trustee(s) of such a Shareholder Trust are Shareholders and
enter into an agreement with the Company acknowledging the existence of
this Agreement and agreeing that any disposition of the Shares by the
trustees (including any transfers to beneficiaries) will be made in
compliance with the terms and conditions of this Agreement. The Shares
so transferred shall not be converted into shares of the Company's
Class A Common Stock as a result of such transfer. In addition, Xxxx X.
Xxxxxxxx may transfer shares to a Shareholder Trust in which the
trustees are Xxxxx X. Xxxxxxxx, Xxxx X. Xxxxxx, and Xxx X. Xxxxx, with
the following provision to fill any vacancy as trustee: if any named
trustee resigns or is unavailable to serve, the remaining trustee(s)
shall appoint the successor trustee(s) and in the case of any
disagreement, the Board of Directors of the Company shall appoint the
successor trustee. The Shares so transferred shall not be converted
into shares of the Company's Class A Common Stock as a result of such
transfer."
3. The first paragraph of Section 7 of the Agreement is amended in its
entirety to read:
"7. Purchase of Stock Upon Death, Incompetency, or Bankruptcy
of Shareholder. Upon the death or incompetency of any Shareholder or
the filing of a voluntary or involuntary bankruptcy petition by or
against any Shareholder (a "Noncontinuing Shareholder"), the Company
and the other Shareholders (the
"Continuing Shareholders") shall have the right to purchase the Shares
owned by the Noncontinuing Shareholder (including any Shares or
interest therein owned by his or her spouse, if any) in the manner set
forth in this Section 7, unless the Noncontinuing Shareholder made a
transfer pursuant to Section 2 or Section 5 hereof that is effective
upon death, incompetency, or bankruptcy. For purposes of this Section
7, a Shareholder shall be deemed incompetent if the Shareholder is
adjudicated incompetent in an appropriate judicial proceeding."
4. Section 16 of the Agreement is amended in its entirety to read:
"16. Shareholder Defined. In addition to Xxxx X. Xxxxxxxx,
Xxxxx X. Xxxxxxxx, and Xxxx X. Xxxxxx, the term Shareholder as used
herein shall also include (i) any person, his successors and assigns,
and any corporation, partnership, joint venture, association, or other
entity, whether or not such individual or entity is a Shareholder as of
the date hereof, who acquires any Shares from any Shareholder, directly
or indirectly, by any means whatsoever in a transaction permitted by
this Agreement, or (ii) any person or entity who acquires Shares from
the Company and who agrees (and whose spouse consents, if necessary) to
become a party to and be bound by the terms of this Agreement, but any
Shareholder who no longer owns any Shares shall not be entitled to any
of the benefits of this Agreement."
5. Xxxxx X. Xxxxxxxx represents and warrants that his shares of Class B
Common Stock are his sole and separate property. The spouse of Xxxx X. Xxxxxx
has signed the consent attached.
6. The Agreement, as hereby amended, is confirmed.
In witness whereof, the parties have executed this document as of the
date stated above.
Shareholders: The Company:
APOLLO GROUP, INC.
By:
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Xxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxx
