exv10w33







EXHIBIT 10.33




STOCK OPTION REPRICING AGREEMENT




          This Stock Option Repricing Agreement (the “Agreement”) is entered into as of August 25, 2008 by
and between Peter V. 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. 1727,
an option to purchase 37,500 shares of Apollo Class A common stock with an exercise price of $23.33
(the “Option”);




          WHEREAS, as of the date of this Agreement, the Option is fully vested and has 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 terms and conditions set forth
herein and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:




     1. On the date the Federal Action and State Action Stock Option Claims are settled pursuant to
the Stipulation of Settlement (the “Effective Date”), the exercise price of the Option for each of
the 37,500 shares of Apollo Class A common stock subject thereto shall be increased from $23.33 to
$30.77 per share.



     2. In the event the Effective Date does not occur, the Option will not be repriced, and this
Agreement shall be null and void and of no force or effect whatsoever.



     3. The Parties are entering into this Agreement and performing the foregoing repricing of
stock options solely in order to induce the settlement of the Actions and to avoid continued
litigation in the Actions, and for no other reason. The Parties deny all allegations of wrongdoing
of any kind whatsoever in connection with the Option. Each of the Parties maintains that the
Option was properly granted and that there was no misconduct whatsoever by any of them in
connection therewith. Nothing in this Agreement shall construed as an admission by any Party of
liability, wrongdoing or any other misconduct whatsoever, all of which is generally and
specifically denied.



     4. Each Party hereto acknowledges that such Party executed this Agreement freely and
voluntarily and is not acting under coercion, duress, menace, economic compulsion, nor is entering
into this Agreement because of any supposed disparity in bargaining power; rather, each is freely
and voluntarily signing this Agreement for such Party’s own benefit. Each of the Parties have
consulted with or had the opportunity to consult with legal counsel of their choosing regarding
this agreement



 









 





     5. Each Party has entered into this Agreement solely upon the representations, covenants and
warranties contained and referred to in this Agreement and the Stipulation of Settlement. Neither
Party has placed any reliance on any representation not expressed in this Agreement or the
Stipulation of Settlement.



     6. This Agreement contains the entire agreement between the Parties with respect to its
subject matter. This Agreement may not be altered, amended, modified, or otherwise changed in any
respect or particular whatsoever, except by a writing duly executed by each party which expressly
refers to this Paragraph.


BY AFFIXING HIS SIGNATURE BELOW, EACH OF THE PARTIES SIGNING THIS AGREEMENT REPRESENTS THAT HE HAS
READ AND UNDERSTANDS THIS AGREEMENT, THAT HE IS AUTHORIZED TO SIGN THIS AGREEMENT, AND THAT THE
PARTY ON BEHALF OF WHOM HE SIGNS THIS AGREEMENT AGREES TO BE BOUND BY ITS TERMS.




Apollo Group, Inc.




	 	 	 	 	 	 	 	 	 
	By:

	 	Peter V. Sperling
 

	 	 	 	/s/ Peter V. Sperling
 

	 	  
	 

	 	[Name]
	 	 	 	Peter V. Sperling	 	 
	 
	 	 	 	 	 	 	 	 
	Title :

	 	Vice Chairman