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          5. **Special Acceleration of Option**.               (a) The Option, to the extent outstanding at the time of a Change in Control transaction butnot otherwise fully exercisable at that time, shall automatically vest on an accelerated basis sothat the Option shall, immediately prior to the effective date of such Change in Control, vest andbecome exercisable for all of the Option Shares at the time subject to the Option and may beexercised for any or all of those Option Shares as fully vested shares of Class A common stock.               (b) Immediately following the Change in Control, the Option shall terminate and cease to beoutstanding, except to the extent assumed by the successor corporation (or parent thereof) orotherwise continued in effect pursuant to the terms of the Change in Control transaction.               (c) If the Option is assumed in connection with a Change in Control or otherwise continued ineffect, then the Option shall be appropriately adjusted, immediately after such Change in Control,to apply to the number and class of securities into which the shares of Class A common stocksubject to the Option would have been converted in consummation of such Change in Control had thoseshares actually been outstanding at the time. Appropriate adjustments shall also be made to theExercise Price, provided the aggregate Exercise Price shall remain the same. To the extent theactual holders of the Company’s outstanding Class A common stock receive cash consideration fortheir Class A common stock in consummation of the Change in Control, the successor corporation may,in connection with the assumption or continuation of this Option, substitute one or more shares ofits own common stock with a fair market value equivalent to the cash consideration paid per shareof Class A common stock in such Change in Control, provided such common stock is readily tradableon an established U.S. securities exchange or market.               (d) The term “Change in Control” shall have the meaning assigned to such term in Section 3.1(e) of the Plan.               (e) This Agreement shall not in any way affect the right of the Corporation to adjust,reclassify, reorganize or otherwise change its capital or business structure or to merge,consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.          6. **Method of Exercising Option****.**Subject to the terms and conditions of thisAgreement, the Option may be exercised by timely delivery to the Company (or its designated agent)of a written or electronic notice of exercise that shall become effective on the date received bythe Company. The notice shall state Employee’s election to exercise the Option, the number ofOption Shares for which the election to exercise has been made, the method of payment electedpursuant to Paragraph 7 hereof, and the exact name or names in which the stock certificates forpurchased Option Shares are to be registered. Such notice shall be signed by the Employee andshall be accompanied by payment of the Exercise Price for the purchased Optioned Shares, except tothe extent payment is to be made pursuant to the same day exercise and sale procedure set forth inclause (ii) of Paragraph 7. In the event the Option shall be exercised by a person or personsother than Employee pursuant to paragraph 9(a) hereof, such notice shall be signed by such otherperson or persons and shall be accompanied by proof acceptable to the Company of the legal right ofsuch person or persons to exercise the Option. All shares delivered by the Company upon exerciseof the Option as provided herein shall be fully paid and non-assessable upon delivery.          7. **Method of Payment****.**Payment of the Exercise Price for the Option Shares purchasedupon the exercise of this Option shall be made by Employee (i) in cash, (ii) through abroker-assisted same day exercise and sale procedure pursuant to which the broker shall immediatelysell, on behalf of the Employee or such other person exercising the Option, all or a portion of theOption Shares acquired upon exercise of the Option and remit to the Company, on the settlement datefor such sale, a sufficient amount of the sale proceeds to cover the Exercise Price payable for allthe Option Shares purchased through such exercise and the applicable withholding taxes, (iii)through such other method permitted by the Committee or (iv) through any combination of the above.
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          8. **Termination of Employment**.               (a) Should Employee’s employment terminate for any reason other than for Cause or death orDisability, then Employee may, at any time within the three (3)- month period measured from theeffective date of such termination of employment, exercise the Option for any or all of the OptionShares for which this Option is exercisable, either in accordance with the Normal Vesting Scheduleor the special vesting acceleration provisions of Paragraph 5, on the date of such termination ofemployment; ***provided, however,***that in no event shall the Option, or any part thereof, beexercisable after the Expiration Date. Upon the earlier of (i) the Expiration Date or (ii) theexpiration of such limited post-employment exercise period, this Option shall terminate and ceaseto be exercisable for any Option Shares.               (b) If Employee’s employment is terminated for Cause or should the Employee engage in any actor omission that constitutes a “Cause” event, then the Option shall immediately lapse and cease tobe exercisable for any of the Option Shares. For purposes of this Agreement, the term “Cause” shallhave the meaning assigned to such term in Section 3.1(d) of the Plan.               (c) If Employee is employed on the Date of Grant in a capacity other than a faculty member,then the Employee shall be deemed for purposes of this Paragraph 8 to have terminated employmentupon the earlier of (i) the date he or she ceases for any reason to be employed by the Company orany Subsidiary or (ii) the first date on which Employee is employed by the Company or anySubsidiary solely in the capacity of a faculty member.     9. **Employee’s Death or Disability****.**               (a) In the event of the Employee’s death while this Option is outstanding and exercisable forone or more Option Shares, this Option shall remain exercisable for those Option Shares until the***earlier***of (i) the expiration of the twelve (12)-month period measured from the date of Employee’sdeath or (ii) the Expiration Date. During such limited exercise period, this Option may beexercised by the representative or representatives of the Employee’s estate or by the person orpersons entitled to do so under Employee’s last will and testament or, if Employee fails to make atestamentary disposition of this Option or shall die intestate, by the person or persons entitledto receive this Option under the applicable laws of descent and distribution. However, during suchperiod this Option may not be exercised in the aggregate for more than the number of the OptionShares (if any) for which this Option is exercisable, either in accordance with the Normal VestingSchedule or the special vesting acceleration provisions of Paragraph 5, on the date of Employee’stermination of employment. Upon the earlier of (i) the Expiration Date or (ii) the expiration ofsuch limited exercise period, this Option shall terminate and cease to be exercisable for anyOption Shares. The Company shall have the right to require evidence satisfactory to it of therights of any person or persons seeking to exercise the Option under this Paragraph 9(a).               (b) In the event Employee’s employment terminates by reason of his or her Disability, thenEmployee may, at any time within the twelve (12)-month period measured from the date of suchtermination of employment, exercise the Option for any or all of the Option Shares for which thisOption is exercisable, either in accordance with the Normal Vesting Schedule or the special vestingacceleration provisions of Paragraph 5, on the date of such termination of employment; ***provided,however,***that in no event shall the Option, or any part thereof, be exercisable after theExpiration Date. Upon the earlier of (i) the Expiration Date or (ii) the expiration of suchlimited exercise period, this Option shall terminate and cease to be exercisable for any OptionShares. For purposes of this Agreement, the term “Disability” shall have the meaning assigned tosuch term in Section 3.1(i) of the Plan.          10. **Cessation of Employment/Transfer of Employee****.**               (a) Except to the extent (if any) specifically authorized by the Committee pursuant to anexpress written agreement with the Employee, this Option shall not vest or become exercisable forany additional Option Shares, whether pursuant to the Normal Vesting Schedule or the specialvesting acceleration provisions of Paragraph 5, following the Employee’s termination of employment.
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               (b) Except as otherwise provided in Paragraph 8(c) hereof, in the event Employee ceases to bean employee of the Company and becomes an employee of one of the Company’s subsidiaries as theresult of a transfer, promotion or otherwise, the terms and provisions of this Option shall remainunchanged.          11. **Nontransferability****.**The Option evidenced by this Agreement shall be neithertransferable nor assignable by Employee other than by will or the laws of inheritance following theEmployee’s death and may be exercised, during Employee’s lifetime, only by the Employee. The Optionevidenced by this Agreement shall also be subject to the restrictions on transfer as set forth insection 13. 5 of the Plan.          12. **Stockholder Rights**. The holder of this Option shall not have any stockholderrights with respect to the Option Shares until such person shall have exercised the Option, paidthe Exercise Price and become a holder of record of the purchased shares.          13. **Adjustments in Number of Option Shares and Exercise Price****.**In the event a stockdividend is declared upon the outstanding Class A common stock after the Date of Grant, the numberof Option Shares then subject to this Option shall be increased proportionately and the ExercisePrice per share shall be equitably adjusted by the Committee to reflect such stock dividend withoutany change in the aggregate Exercise Price therefor. Should any change be made to the Class Acommon stock by reason of any stock split, recapitalization, combination of shares, exchange ofshares, spin-off transaction, extraordinary dividend or distribution or other change affecting theoutstanding Class A common stock as a class without the Company’s receipt of consideration, orshould the value of the outstanding shares of Class A common stock be substantially reduced as aresult of a spin-off transaction or an extraordinary dividend or distribution, or should thereoccur any merger, consolidation or other reorganization, then equitable adjustments shall be madeby the Committee to (i) the total number and/or class of securities subject to this Option and (ii)the Exercise Price payable per share, but without any change in the aggregate Exercise Pricetherefor. The adjustments shall be made in such manner as the Committee deems appropriate, andthose adjustments shall be final, binding and conclusive upon Employee and any other person orpersons having an interest in this Option. However, in the event of a Change of Control, theadjustments (if any) shall be made in accordance with the applicable provisions of Section 13.8 ofthe Plan governing Change of Control transactions and Paragraph 5 of this Agreement.Notwithstanding the above, the conversion of any convertible securities of the Company shall not bedeemed to have been effected without the Company’s receipt of consideration.          14. **Delivery of Shares****.**No shares shall be delivered upon exercise of the Optionuntil (i) the Exercise Price for those shares shall have been paid in full in the manner hereinprovided and (ii) all applicable taxes required to be withheld shall have been paid or withheld infull.          15. **Compliance with Laws and Regulations**.               (a) The exercise of this Option and the issuance of the Option Shares upon such exercise shallbe subject to compliance by the Company and Employee with all applicable requirements of lawrelating thereto and with all applicable regulations of any stock exchange on which the Class Acommon stock may be listed for trading at the time of such exercise and issuance.               (b) The inability of the Company to obtain approval from any regulatory body having authoritydeemed by the Company to be necessary to the lawful issuance and sale of any Class A common stockpursuant to this Option shall relieve the Company of any liability with respect to the non-issuanceor sale of the Class A common stock as to which such approval shall not have been obtained. TheCompany, however, shall use its best efforts to obtain all such approvals.               (c) The Company shall not be required to deliver any shares of the Company’s Class A commonstock pursuant to the exercise of all or any part of the Option if, in the opinion of counsel forthe Company, such issuance would violate the Securities Act of 1933 or any other applicable federalor state securities laws or regulations.
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               (d) The applicable post-employment exercise period in effect pursuant to the provisions ofParagraphs 8 and 9 shall automatically be extended by an additional period of time equal induration to any interval within such post-employment exercise period during which the exercise ofthis option or the immediate sale of the Option Shares acquired under this option cannot beeffected in compliance with applicable federal and state securities laws, but in no event shallsuch an extension result in the continuation of this option beyond the Expiration Date.          16. **Federal and State Taxes****.**Upon exercise of this Option, or any part thereof,Employee may incur certain liabilities for federal, state or local taxes, and the Company may berequired by law to withhold such taxes for payment to the applicable taxing authorities. Employeemay satisfy the payment of any federal, state, or local tax withholding amounts due as a result ofthe exercise of this Option by (i) delivering to the Company cash, a check or other form of paymentpermitted by the Committee in the aggregate amount required to satisfy such tax withholding amountor (ii) using a portion of the sale proceeds of the purchased Option Shares to satisfy such taxwithholding amount, to the extent Employee exercises the Option pursuant to the sale and remittanceprocedure set forth in Paragraph 7 hereof.          17. **Definitions; Copy of Plan****.**To the extent not specifically provided herein, allcapitalized terms used in this Agreement shall have the same meanings ascribed to them in the Planis granted. By the execution of this Agreement, Employee acknowledges receipt of a copy of thePlan and the official prospectus for the Plan.          18. **Administration****.**This Agreement shall at all times be subject to the terms andconditions of the Plan, and such Plan shall in all respects be administered by the Committee inaccordance with the terms and provisions of the Plan. The Committee shall have the sole andcomplete discretion with respect to all matters reserved to it by the Plan, and decisions of theCommittee with respect thereto and to this Agreement shall be final and binding upon Employee (orany other person with an interest in this Option) and the Company. In the event of any conflictbetween the terms and conditions of this Agreement and the Plan, the provisions of the Plan shallcontrol.          19. **Notices**. Any notice required to be given or delivered to the Company under theterms of this Agreement shall be in writing and addressed to the Company at its principal corporateoffices or shall be effected through properly-addressed electronic mail delivery. Any noticerequired to be given or delivered to Employee shall be in writing and addressed to Employee at themost recent address then on file for Employee in the Company’s Human Resources Department. Allnotices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postageprepaid and properly addressed to the party to be notified.          20. **Successors and Assigns**. Except to the extent otherwise provided in thisAgreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, theCompany and its successors and assigns and Employee and the legal representatives, heirs andlegatees of Employee’s estate.          21. **Continuation of Employment****.**This Agreement shall not be construed to confer uponEmployee any right to continue in the employ of the Company (or any subsidiary) and shall not limitthe right of the Company (or any employer subsidiary), in its sole discretion, to terminate theemployment of Employee at any time.          22. **Obligation to Exercise****.**Employee shall have no obligation to exercise this Optionin whole or in part.          23. **Governing Law****.**This Agreement shall be interpreted and administered under thelaws of the State of Arizona without resort to that State’s conflict-of-laws rules.          24. **Amendments****.**This Agreement may be amended only by a written agreement executed bythe Company and Employee. The Company and Employee acknowledge that changes in federal tax lawsenacted subsequent to the Date of Grant, and applicable to stock options, may provide for taxbenefits to the Company or Employee. In any such event, the Company and Employee agree that thisAgreement may be amended as necessary to secure for the Company and Employee any benefits that mayresult from such legislation. Any such amendmentshall be made only upon the mutual consent of the parties, which consent (of either party) maybe withheld for any reason.
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          **IN WITNESS WHEREOF**, the Company has caused this Agreement to be duly executed by its officersthereunto duly authorized and Employee has executed this Agreement as of the date first writtenabove.       **APOLLO GROUP, INC.**   **EMPLOYEE**         By:             Title:   Dated;                Dated:             
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