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If your employment is terminated by Apollo (or Apollo Marketing) with “cause” (asdefined below), or by you for any reason, you will receive your salary and accruedvacation earned up to the effective date of your termination. You will not beeligible for any severance benefits.If you employment is terminated for any reason after October 29, 2009, you willreceive your salary and accrued vacation earned up to the effective date of yourtermination. You will no longer be eligible for severance benefits hereunder.Instead, you will be eligible to participate in any severance benefit plan orprogram that Apollo makes generally available to its management employees, if any,subject to the terms of such severance plans and programs.For purposes of this Agreement, “Cause” shall be defined as:          (i) Repeated failure to meet the reasonable and lawful directives of thePresident of Apollo Group (or an officer in a higher position than the Presidentof Apollo Group to whom you have been directed to report);          (ii) Conviction of a felony (or a plea of guilty or *nolo contendere*by you toa felony) or any other crime against or involving Apollo or Apollo Marketing;          (iii) Acts of fraud, dishonesty or misappropriation committed by you withrespect to or that is harmful to Apollo or Apollo Marketing;          (iv) Willful, reckless or negligent misconduct by you with respect to or thatis harmful to Apollo, Apollo Marketing or any of its officers, directors,employees, clients, partners, insurers, subsidiaries, parents, or affiliates;          (v) A material breach of this Agreement or the Proprietary Information andInventions Agreement signed by you.The foregoing is an exclusive list of the acts or omissions that shall beconsidered “Cause” for the termination of your employment by Apollo/ApolloMarketing. With respect to the acts or omissions set forth in clauses (i), (iii),(iv) and (v) above, (x) you shall be provided with thirty (30) days advancewritten notice detailing the basis for the termination of employment for Cause,(y) during the thirty (30) day period after you have received such notice, youshall be on leave status, you shall not report to work, unless instructedotherwise by Apollo, and shall have the opportunity to present your case to acommittee of independent directors of Apollo’s Board of Directors (the “Board”)before any termination for Cause is finalized and (z) you shall continue toreceive the compensation and benefits provided by this Agreement during the 30-dayperiod. In addition, no act or omission shall give rise to a termination forCause if performed in good faith and with an objectionably reasonable belief thatthe action or inaction was in the best interest of Apollo or Apollo Marketing.For purposes of this Agreement, you will be deemed to incur a separation fromservice on the date on which the level of your bona fide services as an employee(or non-employee consultant) permanently decreases to a level that is not morethan twenty percent (20%) of the average level of services you rendered as anemployee during the immediately preceding thirty-six (36) months (or any shorterperiod of such service with Apollo and Aptimus). Any such determination, however, shall be made in accordance with theapplicable standards of the Treasury Regulations issued under Code Section 409A.”
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   2. During the period in which you are receiving severance benefits from Apollo as outlined above(the “Severance Period”), you agree that you will remain available to provide advisoryservices to Apollo’s Chief Executive Officer and Board of Directors, as such advisory servicesmay be requested from time to time, up to a maximum of 10 hours per month. During suchSeverance Period, you will not vest in any additional options, restricted stock units or otherequity awards that may have been made or granted to you by Apollo during your period ofemployment with Apollo or Apollo Marketing, and the limited post-termination exercise periodfor exercising any such options (or your assumed Aptimus options) shall continue to bemeasured from the date of your termination of employment and will not be extended for anyadditional period by reason of your advisor status during the Severance Period. You agreethat any Apollo confidential and/or proprietary information that you learn as a result ofthese advisory services shall remain subject to the restrictions onuse and/or disclosure thatare set forth in your Apollo Proprietary Information and Inventions Agreement. During theSeverance Period, you agree that you will not engage in any activities that create or createthe appearance of, a conflict of interest with your status as an advisor to the Company.Specifically, during the Severance Period, you agrees that you will not on you own or as anemployee, agent, promoter, consultant, advisor, independent contractor, general partner,officer, director, investor, lender or guarantor or in any other capacity, directly orindirectly:          (i) conduct, engage in, be connected with, have any interest in, or assistany person or entity engaged in, any business, whether in the United States, anypossession of the United States or any foreign country or territory, that competeswith any of the businesses or programs conducted by the Company in the educationindustry during the period of his employment with the Company (hereaftercollectively referred to as the “Businesses”); or          (ii) permit your name to be used in connection with a business which iscompetitive or substantially similar to the Businesses.Notwithstanding the foregoing you may own, directly or indirectly, solely as aninvestment, up to one percent (1%) of any class of publicly traded securities ofany business that is competitive or substantially similar to the Businesses.In the event that you violate the provisions of this Section, then the Company’sobligation to provide you with severance as set forth above shall cease forthwith,and you will be obligated to return any severance payments received by you duringany period of time that you were in violation of this provision.3. You agree that during your employment and for twelve (12) months thereafter, you will not:     (a) directly or indirectly encourage or solicit any employee, faculty member,consultant or independent contractor to leave the employment or service of the Company (orany affiliated company) for any reason or interfere in any other manner with any employmentor service relationships at the time existing between the company (or any affiliatedcompany) and its employees, faculty members, consultants and independent contractors.     (b) directly or indirectly solicit any vendor, supplier, licensor, licensee or otherbusiness affiliate of the Company (or any affiliated company) or directly or indirectlyinduce any such person to terminate its existing business relationship with the Company (oraffiliated company) or interfere in any other manner with any existing businessrelationship between the Company (or any affiliated company) and any such vendor, supplier,licensor, licensee or other business affiliate.
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4. You agree that it would be difficult to measure any damages which might result from anybreach by you of the promises set forth above, and that in any event money damages would be aninadequate remedy for any such breach. Accordingly, you agree that if you breach, or proposeto breach, any portion of this Agreement, Apollo shall be entitled, in addition to all otherremedies that it may have, to an injunction or other appropriate equitable relief to restrainany such breach without showing or proving any actual damage to Apollo. 5. Section 15 of the Employment Agreement is hereby amended to read as follows:   “Notwithstanding any provision to the contrary in this Agreement, no payments orbenefits to which you become entitled under Section 8 of this Agreement inconnection with your termination of employment (other than the reimbursement ofyour COBRA premiums during the applicable period of your COBRA coverage) shall bemade or paid to you prior to the ***earlier***of(i) the first day of the seventh (7th)month following the date of your separation from service due to such terminationof employment or (iii) the date of your death, if you are deemed, pursuant to theprocedures established by the Compensation Committee of the Apollo Board ofDirectors in accordance with the applicable standards of Code Section 409A and theTreasury Regulations thereunder and applied on a consistent basis for all for allnon-qualified deferred compensation plans of Apollo and its subsidiaries subjectto Code Section 409A, to be a “specified employee” at the time of such separationfrom service and such delayed commencement is otherwise required in order to avoida prohibited distribution under Code Section 409A(a)(2). Upon the expiration ofthe applicable deferral period, all payments deferred pursuant to this Section 15shall be paid to you in a lump sum, and any remaining payments due under thisAgreement shall be paid in accordance with the normal payment dates specified forthem herein. In no event shall the foregoing holdback provisions apply to anyInvoluntary Termination Payment that is otherwise payable to you within theshort-term deferral period allowable under Code Section 409A (the periodcommencing upon your separation from service ending on March 15 of the followingcalendar year) or that can be paid to you, during the twelve (12)-month severanceperiod, in compliance with the applicable requirements of Section1.409A-1(b)(9)(iii) of the Treasury Regulations issued under Code Section 409A. 6. The Parties agree that except as amended by this Agreement, all other provisions of theEmployment Agreement between you and Apollo shall remain in full force and effect. 7. You are and shall be solely responsible for any federal, state and local taxes that may beowed by you by virtue of the receipt of any portion of the Severance Benefits set forth inSection 8 of the Employment Agreement (as amended above), including (without limitation) anytaxes that you may incur under Section 409A of the Internal Revenue Code (or any State tax lawequivalent). You agree to indemnify and hold Apollo harmless from any and all liability,including, without limitation, all penalties, interest and other costs that may be imposed bythe Internal Revenue Service or other federal or state governmental agencies regarding any taxobligations that may arise from the monetary consideration made to you under this Agreement.You have been advised to consult with an attorney and a tax advisor prior to executing thisAgreement. 8. If any provision of this Agreement is held by a court of competent jurisdiction to beinvalid, void, or unenforceable for whatever reason, the remaining provisions of thisAgreement shall nevertheless continue in full force and effect without being impaired in anymanner whatsoever. 9. The construction, interpretation and performance of this Agreement shall be governed by thelaws of the State of Arizona, and any dispute regarding the terms of this Agreement shall bebrought in the courts of the State of Arizona.
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 10. Except as modified by this Agreement, all the terms and provisions of your EmploymentAgreement shall continue in full force and effect in accordance withthe terms of such Employment Agreement. This Agreement and the Employment Agreement constitute the sole andentire agreement between the parties hereto, and supersede any and all understandings andagreements made prior hereto, if any. There are no collateral understandings,representations, or agreements other than those contained herein. No provision of thisAgreement shall be amended, waived or modified except by an instrument in writing, signedby the parties hereto. 11. You have read and understand the contents of this Agreement and affirm that norepresentations other than those contained herein have been made to induce or influence yourexecution of the Agreement, and that you execute this Agreement knowingly and voluntarily andupon independent advice of your own choosing.         /s/ Rob Wrubel   OCT. 31, 2008         Rob Wrubel   Date           APPROVED AND ACCEPTED:APOLLO GROUP, INC.               By: /s/ Joseph L. D’Amico   OCTOBER 31, 2008           
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