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APOL > SEC Filings for APOL > Form 8-K on 30-Oct-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Regulation FD Disclosure, Financial S

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Apollo Group, Inc. ("Apollo") announced today that J. Mitchell Bowling, age 46, has been appointed to the position of Chief Operating Officer of Apollo, effective December 2, 2013.

Mr. Bowling most recently served as the Senior Vice President and General Manager, New Businesses for Comcast Corporation ("Comcast") since 2009. He was Senior Vice President and General Manager, High Speed Internet for Comcast from 2006 to 2009.

In summary, Mr. Bowling will be entitled to receive the following compensation:

Signing bonus of $581,250 (subject to repayment if Mr. Bowling resigns or is terminated for cause within the first year);

Base salary of $540,000;

Target annual performance bonus equal to 100% of his base salary with a maximum bonus of 200%;

Annual long-term equity incentive award with a grant-date value of $1,400,000. For fiscal year 2014, the amount will be prorated to $1,000,000 composed of restricted stock units with a grant date value of $690,000 and stock options with a grant date value of $310,000 and a six-year term, which awards will vest in four equal annual installments, subject to continued employment and, in the case of the restricted stock units, subject to Apollo attaining a pre-established minimum net income goal for fiscal year 2014 (the "Performance Goal");

A make-whole grant of restricted stock units with a grant date value of $2,000,000 in recognition of the loss of unvested equity awards from Mr. Bowling's prior employer, which grant is expected to vest only if the Performance Goal is met and then will vest 20% on the first anniversary and 40% on each subsequent anniversary, subject to continued employment and accelerated vesting in certain circumstances including Mr. Bowling's involuntary termination without cause.

In addition, Mr. Bowling will be eligible for Apollo's standard health, life insurance and 401(k) plan benefits, as well as relocation benefits, and participation in the Apollo's Executive Severance Pay Plan.

Mr. Bowling's employment is at-will and may be terminated by Apollo or by him at any time. The terms of Mr. Bowling's compensation are set forth in an offer letter filed as Exhibit 10.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On October 30, 2013, Apollo issued a press release announcing the appointment of J. Mitchell Bowling as its Chief Operating Officer. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in Item 7.01 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished or filed herewith:

Number       Description

10.1         Offer Letter dated October 18, 2013 from Apollo Group, Inc. to J.
             Mitchell Bowling.

99.1*        Text of press release issued by Apollo Group, Inc. dated October 30,


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