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DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
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operating free cash flow realized by Apollo Global for the base period coincident with the 2012 fiscal year. The calculation is based on the assumption that such performance goal will be attained at the minimum 100% level. However, the calculated amount does not take into account any estimated forfeitures related to service-vesting condition applicable to the award. The grant-date fair value of the special performance share unit assuming payout at maximum level of attainment would be $3,000,614.
(5)
Includes the $1,000,003 grant-date fair value of the special performance share units tied to Apollo Global performance that were awarded to Mr. Cappelli during the 2011 fiscal year. Such grant-date fair value was calculated in accordance with ASC 718 and based on the probable outcome of the applicable performance goal tied to the amount by which the adjusted operating free cash flow of Apollo Global for the measurement period coincident with the 2014 fiscal year exceeds the level of adjusted operating free cash flow realized by Apollo Global for the base period coincident with the 2011 fiscal year. The calculation is based on the assumption that such performance goal will be attained at the minimum 100% payout level. However, the calculated amount does not take into account any estimated forfeitures related to service-vesting condition applicable to the award. The grant-date fair value of Mr. Cappelli’s special performance share unit assuming payout at maximum level of attainment would be $6,000,018.
(6)
Represents the aggregate grant-date fair value of the stock options awarded to the named executive officer during the applicable fiscal year, calculated in accordance with ASC 718, and does not take into account any estimated forfeitures related to service-vesting conditions. Assumptions used in the calculation of such grant-date fair value for the fiscal year 2013 awards are set forth in Notes 2 and 16 to the Company’s consolidated financial statements for the year ended August 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 22, 2013.
(7)
Represents the year-over-year change in each of the 2011, 2012 and 2013 fiscal years of the present value of Dr. Sperling’s pension benefit payable pursuant to his deferred compensation agreement with the Company dated December 31, 1993.
(8)
We incur no incremental cost in providing to one or more named executive officers the allotted tickets or trips, or access to the private stadium loft that we receive in connection with the Stadium Agreement and other similar corporate sponsorship agreements discussed in the “Other Executive Benefits, including Perquisites, Retirement Benefits and Non-Qualified Deferred Compensation Program” subsection of the “Compensation Discussion & Analysis” section above. However, when we do purchase additional tickets to any event, any reportable executive officer perquisites with respect to that event are determined on an average cost per ticket basis. Such average cost is determined by dividing the aggregate cost we incur for the additional tickets by the total number of tickets available to us for that event, including the no-cost tickets provided under the applicable contract.
(9)
Represents a special retention stock option award made to the named executive officer during the 2013 fiscal year.
(10)
Represents (i) a matching contribution in the amount of $3,825 made by the Company to the named executive officer’s account under the Company’s Employee Savings and Investment Plan, (ii) $576 relating to personal use of the Company-owned condominium by members of Mr. Cappelli’s family, (iii) $7,320 relating to the reimbursement of commuting costs, (iv) $5,333 relating to travel, meal and ticket expenses for the attendance of Mr. Cappelli’s spouse, family and guests at Company events, (v) $81 relating to golf expenses, and (vi) $326 relating to personal liability insurance covering Mr. Cappelli. In addition, Mr. Cappelli received for personal use tickets to certain sporting and entertainment events for which the Company incurred no incremental costs under the Stadium Agreement or the various corporate sponsorship agreements. Members of Mr. Cappelli’s family also used a Company-owned vehicle and traveled on Company-chartered aircraft on flights for which the Company incurred no incremental costs.
(11)
Represents the remainder of the three-year aggregated performance share award and restricted stock unit award to which Mr. Cappelli was entitled pursuant to the terms of his extended April 2011 employment agreement with the Company but which was not made until March 2012.
(12)
Calculated based on an annual rate of base salary of $600,000 for the period September 1, 2010 to March 31, 2011 and $650,000 for the period April 1, 2011 to August 31, 2011.
(13)
Includes a three-year aggregated restricted stock unit award that was made to Mr. Cappelli during the 2011 fiscal year in connection with the April 2011 extension of his employment agreement in lieu of a series of annual restricted stock unit awards for the 2012, 2013 and 2014 fiscal years.
(14)
Represents a three-year aggregated stock option award that was made to Mr. Cappelli during the 2011 fiscal year in connection with the April 2011 extension of his employment agreement in lieu of a series of annual stock option awards for the 2012, 2013 and 2014 fiscal years.
(15)
Represents a matching contribution by the Company to the named executive officer’s account under the Company’s Employee Savings and Investment Plan.

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