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AMENDMENT NO. 3
TO
EMPLOYMENT AGREEMENT
The EMPLOYMENT
AGREEMENT entered into by and between Apollo Group, Inc. (the
“ Company ”) and Charles B. Edelstein
(the “ Executive ”), dated July 7,
2008, first amended effective October 31, 2008, and
subsequently amended effective February 23, 2009 (as amended,
the “ Agreement ”), is hereby further
amended effective April 24, 2009, as follows:
1. Section 2(a)
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
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. The
Executive hereby agrees that the change in his position from Chief
Executive Officer to that of Co-CEO pursuant to the terms of this
Amendment No. 3 shall not constitute grounds for a Good Reason
termination under Section 7(c) of the Agreement or otherwise
entitle the Executive to an
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