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AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
The EMPLOYMENT
AGREEMENT entered into by and between Apollo Group, Inc. (the
“ Company ”) and Gregory Cappelli (the
“ Executive ”), dated March 31, 2007
and amended effective January 1, 2009 (as amended, the “
Agreement ”), is hereby further amended
effective April 24, 2009, as follows:
1.
Section 2 of the Agreement is hereby amended to read in its
entirety as follows:
(a) Position. (i) The Executive will
be employed as, and hold the title of, the Company’s Co-Chief
Executive Officer (“ Co-CEO ”). The
Executive and the Company’s other Co-CEO shall have primary
responsibility for the implementation and execution of the
Company’s strategic business plans and objectives as approved
from time to time by the Company’s Board of Directors (the
“ Board ”). The Executive, together with
and the Company’s other Co-CEO, shall have the authority and
responsibilities of the position of Chief Executive Officer
(“ CEO ”) as allocated between them in
the attached Exhibit 1. The authority and responsibilities
contained in Exhibit 1 may be altered by the Board from time
to time if in its reasonable judgment the change is necessary to
assure a proper and effective organizational allocation of duties
and responsibilities of the CEO position between the Co-CEOs;
provided, however, that any such subsequent change in the duties
and responsibilities of the Executive, without his consent, that
results in a material reduction of his duties and responsibilities
shall constitute grounds for a Good Reason termination. The
Executive shall also have such additional duties and
responsibilities as directed and approved from time to time by the
Board. The Executive shall have the responsibility and duty to work
with and coordinate with the Company’s other Co-CEO. The
Executive shall report directly to the Board and shall have all the
authority needed to perform the duties and undertake the
responsibilities of his position. The Executive will be a member of
the Board Chairman’s Cabinet and shall be involved in all the
Company’s major strategic decisions relating to the scope of
his responsibilities. The Executive will have the authority to hire
appropriate personnel as may be needed to carry out his
duties.
ii) Any disagreements between the
Co-CEOs shall be resolved by the Executive Committee and that
Committee’s decision shall be final.
(x) For
purposes of this function of the Executive Committee, the Executive
Committee shall be chaired by John G. Sperling or, in his absence,
by Peter V. Sperling, in each case for so long as he is a member of
the Board. In connection with all other business of the Executive
Committee, the Co-CEOs will
generally share
the chairmanship of the Committee with each Co-CEO chairing every
other regular meeting of the Committee.
(y)
The composition of the Executive Committee shall not be changed
without the approval of the Board and a majority of the then
serving Executive Committee members. Any changes made to the
membership of the Executive Committee (other than as a result of a
member ceasing employment with the Company) without prior Board
approval will automatically and immediately suspend the delegation
of the dispute resolution set forth herein, and
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