0000950153-09-000024 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services

The EMPLOYMENT AGREEMENT entered into by and between Apollo Group, Inc. (the “Company”) and Gregory Cappelli (the “Executive”), effective March 31 2007 (the “Agreement”), is hereby amended as follows, effective as of January 1, 2009 except as otherwise specified below. The purpose of this Amendment is to bring the Agreement into documentary compliance with the applicable requirements of the Treasury Regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended.

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APOLLO GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Apollo Group Inc • January 8th, 2009 • Services-educational services • Arizona
APOLLO GROUP, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services • Arizona
AMENDMENT TO EMPLOYMENT AGREEMENT ROB WRUBEL
Employment Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services • Arizona

As you know, on August 6, 2007, you entered into an employment agreement in connection with the acquisition of Aptimus, Inc., by Apollo Group Inc. (hereinafter “Employment Agreement”). We now desire to amend the Employment Agreement in consideration of other benefits provided to you, to provide for the payment of severance to you, and in order to bring the provisions of the Employment Agreement into compliance with the applicable requirements of Section 409A of the Internal Revenue Code.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services

The EMPLOYMENT AGREEMENT entered into by and between Apollo Group, Inc. (the “Company”) and Charles B. Edelstein (the “Executive”), effective July 7, 2008 (the “Agreement”), is hereby amended as follows, effective as of October 31, 2008. The purpose of this Amendment is to (i) bring the Agreement into documentary compliance with the applicable requirements of the Treasury Regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) add a performance-vesting requirement to the supplemental restricted stock unit award to be made to the Executive on October 31, 2008 in order to qualify that award as performance-based compensation for purposes of Section 162(m) of the Code.

NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services • Arizona

This Option Agreement is made and entered into by and between APOLLO GROUP, INC., an Arizona corporation (hereinafter referred to as the “Company”), and (hereinafter referred to as “Employee”), as of , 20 (which date is hereinafter referred to as the “Date of Grant”). If Employee is presently or subsequently becomes employed by a subsidiary of the Company, the term “Company” shall be deemed to refer collectively to Apollo Group, Inc. and the subsidiary or subsidiaries which employ the Employee.

AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement’) is entered into on this 31st day of December, 2008 by and between APOLLO GROUP, INC. (the “Company”) and JOHN G. SPERLING (“Sperling”). This Agreement as so amended and restated shall be effective as of January 1, 2008.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services • Arizona

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”), dated December 31, 2008, is entered into by and between John G. Sperling (the “Employee”) and Apollo Group, Inc., an Arizona corporation (the “Company”). This Employment Agreement as so amended and restated shall be effective as of January 1, 2008.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services

The EMPLOYMENT AGREEMENT entered into by and between Apollo Group, Inc. (the “Company”) and P. Robert Moya (the “Executive”), effective August 31 2007 (the “Agreement”), is hereby amended as follows, effective as of January 1, 2009 except as otherwise specified below. The purpose of this Amendment is to bring the Agreement into documentary compliance with the applicable requirements of the Treasury Regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended.

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