exv10w2






EXHIBIT 10.2




FORM B




APOLLO GROUP, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT




RECITALS




          A. The Corporation has implemented the Plan as an equity incentive program to encourage key
employees and officers of the Corporation and the non-employee members of the Board to remain in
the employ or service of the Corporation by providing them with an opportunity to acquire a
proprietary interest in the success of the Corporation.




          B. Participant is to render valuable services to the Corporation (or any Parent or
Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes
of, the Plan in connection with the Corporation’s issuance of shares of Class A Common Stock to
Participant under the Plan.




          C. All capitalized terms in this Agreement shall have the meaning assigned to them in the
attached Appendix A.



NOW, THEREFORE, it is hereby agreed as follows:




          1. Grant of Restricted Stock Units. The Corporation hereby awards to Participant, as
of the Award Date, restricted stock units under the Plan. The number of shares of Class A Common
Stock underlying the awarded restricted stock units and the applicable performance vesting
requirement for those units and the underlying shares are set forth in the Award Summary below. The
remaining terms and conditions governing the Award, including the applicable service vesting
requirements, are set forth in the remainder of this Agreement.




	 	 	 
	Participant
	 	 
	 
	 	 
	Award Date:
	 	 
	 
	 	 
	Number of Shares
Subject to Award:

	 	          shares of Class A Common Stock (the “Shares”)
	 
	 	 
	Vesting Provisions:

	 	Performance Vesting: Except as otherwise provided in
Paragraph 5, none of the Shares subject to this Award
shall vest, and this Award shall terminate in its
entirety, should the Corporation fail to attain the
Performance Goal specified in attached Schedule I for
the applicable Performance Period.
	 
	 	 
	 

	 	Service Vesting: If such Performance Goal is
attained, then the number of Shares in which
Participant may vest hereunder shall be determined in
accordance with the service vesting provisions of
Paragraph 3.
	 
	 	 
	 

	 	Accelerated Vesting: The Shares subject to this Award
shall be subject to accelerated vesting pursuant to
the provisions of Paragraph 5.






          2. Limited Transferability. Prior to the actual issuance of the Shares which vest
hereunder, Participant may not transfer any interest in the restricted stock units subject to the
Award or the underlying Shares or pledge or otherwise hedge the sale of those units or Shares,
including (without limitation) any short sale or any acquisition or disposition of any put or call
option or other instrument tied to the value of those Shares. However, any Shares which vest
hereunder but otherwise remain unissued at the time of Participant’s death may be transferred
pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s
designated beneficiary or beneficiaries of this Award. Participant may make such a beneficiary
designation at any time by filing the appropriate form with the Plan Administrator or its designee.




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          3. Vesting Requirements. The Shares subject to the Award shall initially be unvested
and shall vest only in accordance with the vesting provisions of this Paragraph 3 or the special
vesting acceleration provisions of Paragraph 5. The actual number of Shares in which Participant
shall vest under this Paragraph 3 shall be determined as follows:




               (a) Performance Vesting: Within seventy-five (75) days after the completion of the fiscal
year coincidental with the Performance Period, the Plan Administrator shall, on the basis of the
Corporation’s audited financial statements for that fiscal year, determine whether the Performance
Goal for that period has been attained. If the Performance Goal has not been attained, then the
restricted stock units hereby awarded shall be immediately cancelled, and Participant shall
thereupon cease to have any right or entitlement to receive any of the Shares underlying those
cancelled units. Should the Plan Administrator determine and certify, on the basis of such audited
financial statements, that the Performance Goal for the Performance Period has been attained, then
the Shares subject to this Award shall be re-designated as Performance Shares, and the number of
those Performance Shares in which Participant may vest shall be dependent upon hi or her completion
of the Service vesting requirements set forth below.



               (b) Service Vesting: The Participant shall vest in                     percent (___%) of the Performance
Shares upon his or her continuation in Employee status through the completion of the Performance
Period. Participant shall vest in the remaining Performance Shares in a series of                      (___)
successive equal annual installments upon his or her completion of each successive twelve
(12)-month period of continued Service over the                     (___)-month period measured from
                    .



               (c) Cessation of Service. Participant shall not vest in any additional Performance Shares
following his or her cessation of Service. Accordingly, should Participant cease Service for any
reason prior to vesting in one or more Performance Shares at the time subject to this Award, then
the Award will be immediately cancelled with respect to those unvested Performance Shares, and the
number of restricted stock units will be reduced accordingly. Participant shall thereupon cease to
have any right or entitlement to receive any Shares under those cancelled units, and those Shares
shall cease to be subject to this Award.



          4. Stockholder Rights and Dividend Equivalents




               (a) The holder of this Award shall not have any stockholder rights, including voting, dividend
or liquidation rights, with respect to the Shares subject to the Award until Participant becomes
the record holder of those Shares upon their actual issuance following the Corporation’s
collection of the applicable Withholding Taxes.



               (b) Notwithstanding the foregoing, should any dividend or other distribution payable other
than in shares of Class A Common Stock, whether regular or extraordinary, be declared and paid on
the Corporation’s outstanding Class A Common Stock in one or more calendar years during which
Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding
for purposes of entitlement to the dividend or distribution), then a special book account shall be
established for Participant and credited with a phantom dividend equivalent to the actual dividend
or distribution which would have been paid on the Shares had such Shares been issued and
outstanding and entitled to that dividend or distribution. As the Shares subject to this Award
subsequently vest in one or more installments hereunder, the phantom dividend equivalents credited
to those Shares in the book account shall also vest, and those vested dividend equivalents shall be
distributed to Participant (in cash or such other form as the Plan Administrator may deem
appropriate in its sole discretion) concurrently with the issuance of the vested Shares to which
those phantom dividend equivalents relate. However, each such distribution shall be subject to the
Corporation’s collection of the Withholding Taxes applicable to that distribution.



          5. Special Vesting Acceleration Provisions.




               (a) Should a Change in Control be effected prior to the completion of the Performance Period,
then Participant shall, immediately prior to the closing of that Change in Control transaction,
vest in all the Shares at the time subject to this Award.



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               (b) Should a Change in Control be effected at any time on or after the completion of the
Performance Period in which the Performance Goal is attained, then Participant shall, immediately
prior to the closing of that Change in Control transaction, vest in any unvested Performance Shares
at the time subject to this Award.



               (c) The Shares that vest in accordance with foregoing provisions of this Paragraph 5 shall be
converted into the right to receive the same consideration per share of Class A Common Stock
payable to the other holders of such Class A Common Stock in consummation of that Change in
Control, and such consideration per Share shall be distributed to Participant at the same time as
such stockholder payments, but in no event shall such distribution to Participant be completed
later than the later of (i) the end of the calendar year in which such Change in Control is
effected or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the effective
date of that Change in Control The distribution shall be subject to the Corporation’s collection of
the applicable Withholding Taxes.



               (d) If the Performance Goal is not attained upon the completion of the Performance Period,
then the restricted stock units subject to this Award shall be cancelled and cease to be
outstanding immediately upon the completion of the Performance Period, and the Participant shall
have no further right or entitlement to receive any Shares under those cancelled units.
Accordingly, none of the Shares subject to this Award shall vest or become distributable if the
Change in Control is effected on or after the completion of the Performance Period and the
Performance Goal is not attained.



               (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. Adjustment in Shares. Should any change be made to the Class A Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of
shares, spin-off transaction, extraordinary dividend or distribution or other change affecting the
outstanding Class A Common Stock as a class without the Corporation’s receipt of consideration, or
should the value of outstanding shares of Class A Common Stock be substantially reduced as a result
of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any
merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan
Administrator to the total number and/or class of securities issuable pursuant to this Award. In
making such equitable adjustments, the Plan Administrator shall take into account any amounts
credited to Participant’s book account under Paragraph 4(b) in connection with the transaction, and
the determination of the Plan Administrator shall be final, binding and conclusive. However, in
the event of a Change of Control, the adjustments (if any) shall be made in accordance with the
applicable provisions of Section 13.8 of the Plan governing Change of Control transactions and
Paragraph 5 of this Agreement. Notwithstanding the above, the conversion of any convertible
securities of the Corporation shall not be deemed to have been effected without the Corporation’s
receipt of consideration.




          7. Issuance of Shares of Common Stock.




               (a) Each Performance Share in which Participant vests in accordance with the provisions of
Paragraph 3 shall be issued on the date (the “Issuance Date) determined for that share in
accordance with the following provisions:




               (i) The Performance Shares in which Participant vests upon his or her
continuation in Service through the completion of the Performance Period shall be
issued as soon as administratively practicable following the Plan Administrator’s
determination and certification, based on the Corporation’s audited financial
statements for the fiscal year coincident with such Performance Period, that the
Performance Goal for that period has been attained, but in no event shall such
Issuance Date be later than the last day of the calendar year in which the
Performance Period ends. The Performance Shares subject to each subsequent
installment in which Participant vests on the basis of his or her continued Service
under the normal service



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vesting provisions of Paragraph 3(b) shall be issued on the applicable vesting
date for that installment or as soon as administratively practicable thereafter, but
in no event later than the later of (A) the last day of the calendar year in which
that vesting date occurs or (B) the fifteenth (15th) day of third (3rd) calendar
month following such vesting date.




               (ii) The phantom dividend equivalents credited to the Participant’s book
account under Paragraph 4(b) shall be distributed concurrently with the issuance of
the vested Performance Shares to which they relate.




               (iii) Except as otherwise provided in Paragraph 5, no Shares shall be issued
prior to the completion of the Performance Period.



               (b) The Corporation shall collect the Withholding Taxes with respect to each distribution of
phantom dividend equivalents by withholding a portion of that distribution equal to the amount of
the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion
so withheld.



               (c) The Corporation shall collect the Withholding Taxes with respect to each other non-Share
distribution by withholding a portion of that distribution equal to the amount of the applicable
Withholding Taxes, with the cash portion of that distribution to be the first portion so withheld.



               (d) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares
which vest and become issuable pursuant to the provisions of this Agreement through the following
automatic share withholding method:




               - On the applicable issuance date, the Corporation shall withhold, from the
vested Shares otherwise issuable to Participant at that time, a portion of those
Shares with a Fair Market Value (measured as of the issuance date) equal to the
applicable Withholding Taxes; provided, however, that the number of Shares which the
Corporation shall be required to so withhold shall not exceed in Fair Market Value
the amount necessary to satisfy the Corporation’s required tax withholding
obligations using the minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes, that are applicable to supplemental taxable
income.



               (e) Except as otherwise provided in Paragraph 5 or this Paragraph 7, the settlement of all
restricted stock units which vest under the Award shall be made solely in shares of Common Stock.
In no event, however, shall any fractional shares be issued. Accordingly, the total number of
shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be
rounded down to the next whole share in order to avoid the issuance of a fractional share.



          8. Compliance with Laws and Regulations. The issuance of shares of Class A Common
Stock pursuant to the Award shall be subject to compliance by the Corporation and Participant with
all applicable requirements of law relating thereto and with all applicable regulations of any
Stock Exchange on which the Common Stock may be listed for trading at the time of such issuance.




          9. Notices. Any notice required to be given or delivered to the Corporation under the
terms of this Agreement shall be in writing and addressed to the Corporation at its principal
corporate offices or shall be effected through properly-addressed electronic mail delivery. Any
notice required to be given or delivered to Participant shall be in writing and addressed to
Participant at the most recent address then on file for Participant in the Corporation’s Human
Resources Department. All notices shall be deemed effective upon personal delivery or upon deposit
in the U.S. mail, postage prepaid and properly addressed to the party to be notified.




          10. Successors and Assigns. Except to the extent otherwise provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the
Corporation and its successors




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and assigns and Participant and the legal representatives, heirs and legatees of Participant’s
estate and any beneficiaries of the Award designated by Participant.




          11. Construction. This Agreement and the Award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Plan Administrator with respect to any question or issue arising under the Plan or
this Agreement shall be conclusive and binding on all persons having an interest in the Award.




          12. Governing Law. The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Arizona without resort to that State’s
conflict-of-laws rules.




          IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.




	 	 	 	 	 	 	 
	 	 	APOLLO GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature	 	 	 	 
	 

	 	 	 	 	 	 





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APPENDIX A




DEFINITIONS




          The following definitions shall be in effect under the Agreement:




          A. Agreement shall mean this Restricted Stock Unit Issuance Agreement.




          B. Award shall mean the award of restricted stock units made to Participant pursuant
to the terms of this Agreement.




          C. Award Date shall mean the date the restricted stock units are awarded to
Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the
Agreement.




          D. Board shall mean the Corporation’s Board of Directors.




          E. Change in Control shall have the meaning assigned to such term in Section 3.1(e) of
the Plan.




          F. Code shall mean the Internal Revenue Code of 1986, as amended.




          G. Class A Common Stock shall mean shares of the Corporation’s Class A common stock.




          H. Corporation shall mean Apollo Group, Inc., an Arizona corporation, and any
successor corporation to Apollo Group, Inc. which shall by appropriate action adopt the Plan.




          I. Employee shall mean an individual who is in the employ of the Corporation (or any
Parent or Subsidiary), subject to the control and direction of the employer entity as to both the
work to be performed and the manner and method of performance.




          J. Fair Market Value per share of Class A Common Stock on any relevant date shall be
the closing price per share of such Class A Common Stock on date in question on the Stock Exchange
serving as the primary market for the Class A Common Stock, as such price is reported by the
National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global
Select Market) or as officially quoted in the composite tape of transactions on any other Stock
Exchange on which the Class A Common Stock is then primarily traded. If there is no closing
selling price for the Class A Common Stock on the date in question, then the Fair Market Value
shall be the closing price on the last preceding date for which such quotation exists.




          K. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to
time.




          L. Participant shall mean the person to whom the Award is made pursuant to the
Agreement.




          M. Parent shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain.




          N. Performance Goal shall mean the performance goal specified in Schedule I to this
Agreement.




          O. Performance Period shall mean the period specified on attached Schedule I to this
Agreement over which the attainment of the Performance Goal is to be measured.




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          P. Performance Shares shall mean the Shares in which Participant can vest under this
Agreement if the Performance Goal is attained.




          Q. Plan shall mean the Corporation’s 2000 Stock Incentive Plan, as amended or restated
from time to time.




          R. Plan Administrator shall mean the Compensation Committee of the Board acting in its
capacity as administrator of the Plan.




          S. Service shall mean Participant’s performance of services for the Corporation (or
any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of
directors or a consultant or independent advisor. For purposes of this Agreement, Participant shall
be deemed to cease Service immediately upon the occurrence of the either of the following events:
(i) Participant no longer performs services in any of the foregoing capacities for the Corporation
(or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services
ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may
subsequently continue to perform services for that entity. Service as an Employee shall not be
deemed to cease during a period of military leave, sick leave or other personal leave approved by
the Corporation; provided, however, that except to the extent otherwise required by law or
expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of
absence, no Service credit shall be given for vesting purposes for any period Participant is on a
leave of absence.




          T. Shares shall mean the shares of Class A Common Stock which may vest and become
issuable under the Award pursuant to the terms of this Agreement.




          U.  Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global
Select Market or the New York Stock Exchange.




          V. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation (other than the
last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.




          W. Withholding Taxes shall mean the federal, state and local income taxes and the
employee portion of the federal, state and local employment taxes required to be withheld by the
Corporation in connection with the vesting and issuance of the shares of Common Stock which vest
under of the Award and any phantom dividend equivalents distributed with respect to those shares.





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SCHEDULE I




PERFORMANCE PERIOD AND PERFORMANCE GOAL