Apollo Education Group, Inc. 2016 Deferral Election Program for Non-Employee Board Members

Summary

This agreement allows non-employee board members of Apollo Education Group, Inc. to defer a portion or all of their 2016 annual retainer fees and restricted stock unit awards. Participants can choose to receive deferred payments in a lump sum or in annual installments over up to 10 years, starting 30 days after they leave the board. The plan is unfunded, meaning payments are unsecured and subject to the company's financial health. Once made, deferral and distribution choices cannot be changed for the plan year.

EX-10.1 4 apol-nov302015ex101.htm EXHIBIT 10.1 Exhibit

Exhibit 10.1



			Deferral Election Program for Non-Employee Board Members
			2016 Deferral Election Form

			Please complete and return this form by December 09, 2015.
Participant Information (please print)

	Last Name			First Name		Middle Initial

	Home Address			City	State	Zip

	Social Security Number		Daytime Phone	Home Phone	Email Address
Deferral Amount - 2016 Annual Retainer Fees
You may defer either 50% or 100% of your Annual Retainer Fees. Select one of the below options:
		¨ I hereby decline to defer my 2016 Annual Retainer Fees.
		¨ I elect to defer % (Either 50% or 100%) of my Annual Retainer Fees.
Distribution Election - 2016 Annual Retainer Fees
Please indicate the form of payment for your Annual Retainer Fees below. Your 2016 account will be distributed in a lump sum or annual installments up to 10 years. Payments will commence on the thirtieth (30th) day following cessation of Board service.
I elect my distribution to be paid in the following form/manner:
Lump Sum
		¨ Check for Lump Sum Payment
Annual Installments
		¨ Substantially Equal Annual Installments over years (indicate the number of annual installments you wish to receive between 2-10 years).
Deferral Amount - Restricted Stock Unit Award that is Granted in Calendar Year 2016
You may defer either any multiple of 10% up to 100% or any multiple of $1,000 of your RSU award for the year. Select one of the below options:
		¨ I hereby decline to defer my 2016 Restricted Stock Unit Award.
		¨ I elect to defer % (Any multiple of 10% up to 100%) of my Restricted Stock Unit Award.
		OR
		¨ I elect to defer $ (Any multiple of $1,000) of my Restricted Stock Unit Award.
Distribution Election - Restricted Stock Unit Award that is Granted in Calendar Year 2016
Please indicate the form of payment for your Restricted Stock Unit Award below. Your 2016 account will be distributed in a lump sum or annual installments up to 10 years. Payments will commence on the thirtieth (30th) day following cessation of Board service.
I elect my distribution to be paid in the following form/manner:
Lump Sum
		¨ Check for Lump Sum Payment
Annual Installments
		¨ Substantially Equal Annual Installments over years (indicate the number of annual installments you wish to receive between 2-10 years).
Acknowledgment and Signature
I understand that I must meet certain eligibility requirements in order to participate in this Plan. I also understand that the Apollo Education Group, Inc. Deferral Election Program for Non-Employee Board Members is unfunded and is not protected against company insolvency and my right to receive payments from my account is a claim against the general assets of Apollo as an unsecured general creditor. I may not sell, encumber, pledge, assign or otherwise alienate the deferred amount held in my account.
I understand that my deferral and distribution elections are *irrevocable* for the plan year.


	Participant Signature				Date
*Deliver or mail to:* *Nolan Financial* *6720-B Rockledge Drive, Suite 140* *Bethesda, MD 20817* *Phone: (877)-230-2432* *Fax: (888)-630-3060* *@*