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APOL > SEC Filings for APOL > Form 8-K on 6-Nov-2012All Recent SEC Filings

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Change in Directors or Principal Officers

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

(e) Material Compensatory Plan, Contract or Arrangement.

Approval of Special Retention Awards. On November 2, 2012, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Apollo Group, Inc. (the "Company") approved special service-vesting retention awards for certain of the Company's executive officers and other key individuals in the organization. The awards will be settled in cash upon vesting. Among the recipients of such awards were the following named executive officers in the Company's shareholder Information Statement dated December 28, 2011 and filed on Schedule 14C with the Securities and Exchange Commission on December 28, 2011, with the dollar amount of each of their respective awards indicated next to their names:

Name                Position                                               Dollar Amount
Joseph L. D'Amico   President                                              $250,000.00
Brian L. Swartz     Senior Vice President and Chief Financial Officer      $250,000.00
Sean B.W. Martin    Senior Vice President, General Counsel and Secretary   $250,000.00

The key features of the special retention awards may be summarized as follows:

The retention awards will vest in two (2) successive equal annual installments on September 15, 2013 and September 15, 2014, respectively, upon the individual's continuation in employment with the Company through each such annual vesting date.

The retention award will vest in full on an accelerated basis upon (i) a change in control of the Company effected during the individual's period of employment with the Company or (ii) the involuntary termination of such individual's employment by the Company other than for cause.

Each installment that so vests will be paid in cash within a specified period (not to exceed thirty (30) days in the event of an annual installment or sixty (60) days in the event of an involuntary termination) following the applicable vesting date, subject to the Company's collection of the applicable withholding taxes.

A copy of the form Special Retention Award Agreement will be filed as an exhibit to the Company's Form 10-Q report for the fiscal quarter ending November 30, 2012.

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