exv10w1






EXHIBIT
10.1




EMPLOYMENT AGREEMENT




AMENDMENT NO. 3




     The EMPLOYMENT AGREEMENT entered into by and between Apollo Group, Inc. (the “Company”) and
Joseph L. D’Amico (the “Executive”), effective June 15, 2007 and as subsequently amended,
effective as of June 15, 2007 and October 31, 2008 (the
“Agreement”), is hereby further amended effective as
of February 23, 2009, as follows:



     1. Section 6(a) of the Agreement is hereby amended in its entirety to read as follows:




     (a) Expenses. Subject to applicable Company policies, including (without limitation)
the timely submission of appropriate documentation and expense reports, the Executive will
be entitled to receive prompt reimbursement of all expenses reasonably incurred by him in
connection with the performance of his duties hereunder or for promoting, pursuing or
otherwise furthering the business or interests of the Company, including (without
limitation) round trip first class airfare to accommodate Executive’s travel to and from
Phoenix, Arizona. Accordingly, the Executive shall submit appropriate evidence of each such
expense within sixty (60) days after the later of (i) his incurrence of that expense or (ii)
his receipt of the invoice or billing statement for such expense, and the Company shall
provide the Executive with the requisite reimbursement within ten (10) business days
thereafter; provided, however, that (i) no expense shall be reimbursed later than the close
of the calendar year following the calendar year in which that expense is incurred, (ii) the
amounts eligible for reimbursement in any one calendar year shall not affect the amounts
reimbursable in any other calendar year and (iii) the right to such reimbursement may not be
liquidated or exchanged for any other benefit. In addition, and not in limitation of the
foregoing, the Company shall provide the Executive with a monthly stipend of $2,500 during
the term of this Agreement for the duplicative living expenses incurred by the Executive at
his minor post of duty location, including housing, mortgage costs, real estate taxes,
utility costs and other expenses related to his residence at such location, food and other
similar expenses. Such stipend shall be the only reimbursement to which Executive shall be
entitled for such duplicative living expenses, including housing, food and other similar
expenses, incurred by Executive at his minor post of duty location. Such stipend shall be
the only reimbursement to which Executive shall be entitled for such duplicative living
expenses. The stipend for each such month shall be paid in one or more installments
during the period beginning with the first day of that month and ending no later than five
(5) business days after the end of that month. Other reasonable travel, housing and food
expenses incurred by Executive while traveling temporarily away from his tax home on
business (other than the expenses subject to his monthly stipend) will also be eligible for
reimbursement in accordance with the Company’s standard business expense reimbursement
policy and the foregoing documentation and reimbursement timing provisions.



     2. Except as modified hereby, all the terms and provisions of the Agreement shall continue in
full force and effect.



 









 





     IN WITNESS WHEREOF, Apollo Group, Inc. has caused this Amendment to be executed on its behalf
by its duly-authorized officer on the date indicated below, and the Executive has executed this
Amendment on the date indicated below.



	 	 	 
	JOSEPH L. D’AMICO

	 	APOLLO GROUP, INC.
	 
	/s/
Joseph L. D’Amico
	 	By:
/s/
Charles B. Edelstein
	 
	Dated:
March 31, 2009

	 	Title:
Chief
Executive Officer
	 
	 

	 	Dated:
March 31,
2009







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