exv10w5







Exhibit 10.5




APOLLO GROUP, INC.

EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN




PLAN AMENDMENT


The Apollo Group, Inc. Executive Officer Performance Incentive Plan (the “Plan”) is hereby amended
as follows, effective as of November 23, 2010:





	 	1. Section II. A. of the Plan is hereby amended in its entirety to read as follows:






     “A. Bonuses shall be earned under the Plan on the basis of the Company’s
performance measured in terms of one or more pre-established performance objectives
to be attained over a designated performance period (the “Performance Period”). Each
applicable Performance Period under the Plan shall be established by the Plan
Administrator and may range in duration from a minimum period of three (3) months to
a maximum period of thirty-six (36) months. The initial Performance Period shall be
the twelve (12)-month period coincident with the Company’s 2008 fiscal year
beginning September 1, 2007 and ending August 31, 2008.”




	 	2. Section V. A. of the Plan is hereby amended in its entirety to read as follows:






     “A. Participants shall be eligible to earn a cash bonus under the Plan for each
Performance Period for which one or more performance objectives established by the
Plan Administrator for that Performance Period are attained. The Plan Administrator
shall, within the first ninety (90) days of each Performance Period of twelve (12)
or more months duration, within the first forty-five (45) days of each Performance
Period of less than twelve (12) months duration but six (6) months or more duration
and within the first fifteen (15) days of each Performance Period of three (3)
months duration, establish the specific performance objectives for that Performance
Period. In no event may a performance objective be established at a time when there
exists no substantial uncertainty as to its attainment.”




	 	3. Section V. B. of the Plan is hereby amended in its entirety to read as follows:






     “B. For each Performance Period, the performance objectives may be based on one
or more of the following criteria: (i) pre-tax or after-tax earnings or net income,
(ii) revenue growth, (iii) cash flow, (iv) return on assets or stockholder equity,
(v) total stockholder return, (vi) gross or net profit margin, (vii) earnings per
share, (viii) market share, (ix) earnings or operating income before interest,
taxes, depreciation, amortization and/or
charges for stock-based compensation, (x) economic value-added models, (xi)
operating income, net operating income or net operating income before or after
recorded tax expense; (xii) operating profit, net operating profit or net operating
profit before or after recorded tax expense, (xiii) operating margin, (xiv) cost
reductions, (xv) budget objectives, (xvi) measures of student academic success,
(xvii) measures of student



 









 






satisfaction at one or more of the Company’s universities or throughout the
Company’s university system as a whole, as formulated by the Plan
Administrator and validated in one or more instances through one or more
independently-conducted surveys, (xviii) measures of faculty performance at
one or more of the Company’s universities or throughout the Company’s
university system as a whole, (ixx) measures of faculty engagement at one or
more of the Company’s universities or throughout the Company’s university
system as a whole, as formulated by the Plan Administrator and validated in
one or more instances through one or more independently-conducted surveys, and
(xx) measures to enhance student protection or student service at one or more
of the Company’s universities or throughout the Company’s university system as
a whole. In addition, such performance criteria may be based upon the
attainment of specified levels of the Company’s performance under one or more
of the measures described above relative to the performance of other entities
and may also be based on the performance of any of the Company’s business
units or divisions or any subsidiary. Each applicable performance criteria may
be structured at the time of establishment to provide for appropriate
adjustment for one or more of the following items: (i) asset impairments or
write-downs; (ii) litigation verdicts, judgments or claim settlements; (iii)
the effect of changes in tax law, accounting principles or other laws,
regulations or provisions affecting reported results; (iv) accruals for
reorganization and restructuring programs; (v) any extraordinary nonrecurring
items, including those addressed in management’s discussion and analysis of
financial condition and results of operations appearing in the Company’s
annual report to stockholders for the applicable year; (vi) the operations of
any business acquired by the Company or any subsidiary or of any joint venture
in which the Company or any subsidiary participates; (vii) the divestiture of
one or more business operations or the assets of the Company or of any
subsidiary or joint venture in which the Company or any subsidiary
participates; (viii) the costs incurred in connection with such acquisitions
or divestitures; (ix) the financial results of any businesses classified as
discontinued operations for all or a portion of the applicable performance or
measurement period and (x) the payments made under the Plan or any other cash
incentive payment plan or program implemented by the Company.”



     4. Except as modified by this Plan Amendment, all the terms and provisions of the Plan
shall continue in full force and effect.




	IN WITNESS WHEREOF, Apollo Group, Inc. has caused this Plan Amendment to be executed on its behalf
by its duly-authorized officer on this 9th day of December 2010.





	 	 	 	 	 	 	 

	 	 	APOLLO GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph L. D’Amico
 

	 	 
	 

	 	Title:
	 	President & COO