exv10w2







Exhibit 10.2




APOLLO GROUP, INC.




September 20,
2010



Sean Martin

Apollo Group, Inc.

227 West Monroe Street

Suite 3600

Chicago, IL 60606-5059




Dear Sean:



The purpose of this letter is to clarify certain provisions in the Company’s offer letter to you
dated August 23, 2010 which was accepted by you on that date. We think it best to make these
clarifications in connection with your commencement of employment with the Company so that any
potential ambiguities in your offer letter are clarified at the time of your actual start date.





     1. Reimbursement of Housing Loss. Your offer letter provides that the
Company will reimburse you in an amount up to $290,000 for any loss you incur in
connection with the sale of your current residence in California. The amount of such
loss will be calculated at the time of the sale using the difference between the HUD
statement at the time of your original purchase of that residence and the HUD
statement at the time of the sale. As indicated in the offer letter, you must
furnish the requisite HUD statements and other applicable documentation evidencing
the loss within forty-five (45) days after the date of the sale, and the Company
will reimburse you for any resulting loss based on those statements and
documentation within ten (10) business days thereafter. You will also be entitled to
a tax gross-up on such reimbursement. The amount of the tax gross-up will be
calculated by the relocation company handling your relocation expenses and will be
based on the federal and state income tax rates attributable to the compensation
paid to you by the Company in the year in which your loss reimbursement is paid. No
other income or compensation for that year, whether attributable to yourself or your
spouse, will be taken into account for purposes of such calculation, and you will
provide such information relating to your anticipated income tax deductions for such
year as may be reasonably requested. The calculation will be made in
December of that
year, and the actual gross-up payment will be made to you at the time of such
calculation or
as soon as administratively practicable thereafter, but in no event later than
the last day of the calendar year in which you remit the taxes to which such
gross-up relates to the applicable taxing authorities.



 









 






     2. Reimbursements. In addition to the conditions set forth in the
Miscellaneous section of the offer letter, we wish to clarify that the amount of
reimbursements to which you become entitled under your offer letter in any
calendar year will not affect the amount of reimbursements to which you may
become entitled pursuant to that offer letter in any other calendar year.


Subject to the clarifications set forth above, all of the terms and provisions of your August 23,
2010 offer letter shall continue in full force and effect as stated therein.



Please indicate your agreement with the foregoing clarifications to your offer letter by signing
and dating the Acceptance fine below.




Regards




Fred Newton

Senior Vice President, Human Resources




I agree to the foregoing clarifications:




	 	 	 	 	 

	/s/ Sean Martin
 

Sean Martin

	 	 
	 	Dated: September 21, 2010