Exhibit 10.1Personal and Confidential

Your base salary will be at the rate of $500,000 per year, subject to all federal, state, and FICA withholding.

UOPX agrees to pay you a one-time signing bonus in the amount of $100,000, subject to all federal, state, and FICA withholding.  If you leave UOPX voluntarily or are terminated for cause within one year of your hire date, you will be obligated and hereby agree to repay the entire Signing Bonus amount to UOPX.  Any repayment required by this provision is due and payable in full upon your termination date.  By accepting the Signing Bonus, you hereby authorize UOPX, at its option, to deduct such repayment from any outstanding funds owed to you, including, but not limited to, wages, bonuses, incentive pay, or other compensation.

You will be eligible to participate in the normal annual long-term incentive (LTI) award cycle of Apollo Education Group, Inc. (“Apollo”) at a current annual award level of $900,000. To assist you with your transition to UOPX’s compensation programs and to bridge the gap with your current cash compensation, during the first two full award cycles following the commencement of your employment, 25% of the award amount will be granted as a long-term cash award with four-year vesting. The remaining 75% of the award amount will be granted as a long-term equity award, consistent with the LTI mix used for other senior executives. After this period, the annual LTI award would be structured around Apollo’s typical program of 100% equity. The LTI award value can be adjusted to accommodate market movement and other considerations. Awards may take the form of stock options, restricted stock units (RSUs), performance share units (PSUs) and/or other forms of cash/equity as provided under Apollo’s Stock Incentive Plan. Annual LTI awards are subject to review and recommendation by the Trustees and approval by the Compensation Committee and are not guaranteed.

 

 

UOPX agrees to offer you a relocation package that will be commensurate with those provided by UOPX when relocating a person of a comparable level and position to your proposed level and position.  If you leave UOPX voluntarily or are terminated for cause within one year of your hire date, you will be obligated and hereby agree to repay UOPX for all relocation benefits you received from UOPX.  Any repayment required by this provision is due and payable in full upon your termination date.  By accepting the relocation benefits, you hereby authorize UOPX, at its option, to deduct such repayment from any outstanding funds owed to you, including, but not limited to, wages, bonuses, incentive pay, or other compensation.  Please consult with your tax advisor with respect to the moving and relocation reimbursement as there may be personal tax implications and deductibility limitations that apply.  In no event will any such expenses be reimbursed following the close of the calendar year following the calendar year in which they are incurred, and you will have no right to exchange or liquidate your right to any such reimbursement for any other benefits.

As an exception to the University’s relocation policy, UOPX agrees to reimburse you up to $200,000 of loss on the sale of your home in Michigan. This loss will be calculated at the time of sale using the difference of the HUD statement at the time of your purchase plus any qualifying home capital improvements and the HUD statement at the time of your sale.

You will receive employee benefits commensurate with those provided to other executives at your level, once you have completed the eligibility period. Also, UOPX agrees to reimburse you for two (2) months’ worth of COBRA benefit expenses to help bridge the gap between your hire date and the date on which you become eligible to participate in the health and welfare benefit plan.

All compensation items, including any long-term cash and equity awards, set forth in this offer letter are subject to review and recommendation by the Trustees and approval by the Compensation Committee.  RSUs and stock options typically vest over a period of four years, unless otherwise indicated. The stock options will have an exercise price per share equal to the closing selling price per share of the Apollo Group Class A common stock on the effective date of the grant and normally have a maximum term of six years from such date of grant, subject to earlier termination following your cessation of employment. If approved, the equity awards will be evidenced by the Company’s standard equity award agreements and will be subject to the terms and conditions of those agreements and the equity award plans under which the awards are granted.

As an executive officer you will be eligible to participate in the Senior Executive Severance Pay Plan. Under this plan, if you are involuntarily terminated without cause and meet the other conditions for eligibility under the plan, you would be eligible for eighteen (18) months of salary continuation plus one (1) times your average bonus payout over the last three years (or such fewer number of years of UOPX employment) preceding your involuntary termination date. Such severance pay would be paid in accordance with the terms of the plan. If you become eligible for severance benefits under the plan, you would also be entitled to a lump sum cash payment related to COBRA coverage costs and limited pro-rata vesting of a portion of your outstanding annual grants in accordance with the provisions of the plan.

During the first two years of employment only, if your employment is involuntarily terminated by UOPX under circumstances that make you eligible for severance benefits under the Senior Executive Severance Pay Plan, in addition to the standard severance benefits under that plan (described above), you will also be eligible to receive an additional severance benefit of six (6) months of salary continuation plus one (1) times your average bonus payout over the last three fiscal years (or such fewer number of years of UOPX employment with target bonus amount used for any partial fiscal years completed) immediately preceding the fiscal year in which your involuntary termination occurs.  If no annual bonus cycles have been completed – and, consequently, no bonus payouts have been made - at the time your involuntary termination occurs, your target bonus amount will be used to calculate this supplemental severance payment.  Therefore, in this situation, you would be eligible for a total severance amount of twenty-four (24) months of salary continuation plus two (2) times your average bonus payout over the last three fiscal years (or such fewer number of years of UOPX employment with target bonus amount used for any partial fiscal years or your target bonus amount if no annual bonus cycles have been completed) immediately preceding the fiscal year in which your involuntary termination occurs.