STOCK OPTION REPRICING
AGREEMENT
This
Stock Option Repricing Agreement (the “Agreement”) is
entered into as of August 25, 2008 by and between John G.
Sperling (“Sperling”), on the one hand, and Apollo
Group, Inc. (“Apollo”), on the other hand
(collectively, the “Parties”).
WHEREAS, on or about September 21, 2001, Apollo granted
to Sperling Apollo Stock Option No. 1726, an option to
purchase 225,000 shares of Apollo Class A common stock with an
exercise price of $23.33 per share (the “September 2001
Apollo Option”);
WHEREAS , on or about September 21, 2001, Apollo
granted to Sperling University of Phoenix Online
(“UOPX”) Stock Option No. 165, an option to
purchase 150,000 shares of UOPX common stock at an exercise price
of $19.00 per share, which on or about August 27, 2004 was
converted into Apollo Stock Option No. 9584, an option to
purchase 215,311 shares of Apollo Class A common stock at an
exercise price of $17.65 (the “September 2001 UOPX
Option”, and together with the September 2001 Apollo
Options, the “Options”);
WHEREAS, as of the date of this Agreement, the Options are
fully vested and have not been cancelled or exercised;
WHEREAS , Sperling is one of the defendants in the following
derivative lawsuits filed on behalf of Apollo: Alaska Electrical
Pension Fund v. Sperling, et al , No. CV06-02124-PHX-ROS,
pending in the United States District Court for the District of
Arizona; and Larry Barnett v. John Blair, et al. , Case
No. CV2006-0521558, pending in the Superior Court for the
State of Arizona in and for the County of Maricopa (together, the
“Actions”);
WHEREAS, the parties to the Actions have agreed to settle
the Federal Action and the State Action Stock Option Claims through
the Stipulation of Settlement dated April 7, 2008, the terms
and definitions of which are explicitly incorporated herein;
and
WHEREAS, in accordance with paragraph 2.1 of the Stipulation
of Settlement, and solely in order to facilitate the settlement of
the Federal Action and the State Action Stock Option Claims, the
Parties have agree to reprice the Options as follows:
NOW, THEREFORE, in consideration of the foregoing recitals,
the
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