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SEC Filings

DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
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(11)
These performance share units were awarded on March 29, 2012 and have both performance-vesting and service-vesting requirements. The performance-vesting requirement is tied to the amount by which the adjusted operating free cash flow realized by Apollo Global for the measurement period coincident with the Company’s 2014 fiscal year exceeds the level of adjusted operating free cash flow realized by Apollo Global for the base period coincident with the Company’s 2012 fiscal year. For both the base period and the applicable measurement period, Apollo Global’s cash flow from operations will be determined on a consolidated basis with its consolidated subsidiaries for financial reporting purposes. However, the cash flow from operations realized for the base period and the relevant measurement period will be subject to certain adjustments authorized by the Compensation Committee, and the resulting amount will constitute the adjusted operating free cash flow for the applicable period. Based on the attained performance level, the performance share units will be converted into actual shares of Class A Common Stock by multiplying the number of performance share units subject to Mr. Cappelli’s award by the applicable conversion percentage that will range from 0% for non-attainment to 100% at minimum level attainment and up to 600% at maximum level attainment or above. Mr. Cappelli will vest in one-half of the shares of the Company’s Class A Common Stock into which the performance shares are so converted for each fiscal year within the specified service period (the Company’s 2013 and 2014 fiscal years) that Mr. Cappelli remains in the Company’s employ. However, Mr. Cappelli will be entitled to a 12-month service-vesting credit in the event his employment should terminate under certain specified circumstances during the service-vesting period. In addition, the performance shares will immediately convert into fully-vested shares of the Company’s Class A Common Stock at target level or above upon certain changes in control or ownership of Apollo Global or the Company.
(12)
These particular options will vest on July 6, 2014 upon the named executive officer’s continuation in the Company’s employ through such vesting date.
(13)
These particular options will vest in two successive equal annual installments on July 6, 2014 and July 6, 2015, respectively, upon the named executive officer’s continuation in the Company’s employ through each such annual vesting date.
(14)
These particular options will vest in three successive equal annual installments on July 2, 2013, July 2, 2014, and July 2, 2015, respectively, upon the named executive officer’s continuation in the Company’s employ through each such annual vesting date.
(15)
These particular options will vest in four successive equal annual installments on August 13, 2014, August 13, 2015, August 13, 2016, and August 13, 2017, respectively, upon the named executive officer’s continuation in the Company’s employ through each such annual vesting date.
(16)
These particular restricted stock units will vest and the underlying shares of Class A Common Stock will be issued on July 6, 2014 upon the named executive officer’s continuation in the Company’s employ through such vesting date.
(17)
These particular restricted stock units were awarded on January 14, 2011 and will vest and the underlying shares of Class A Common Stock will be issued on September 15, 2013 upon the named executive officer’s continuation in the Company’s employ through such vesting date. However, the RSUs will vest in full on an accelerated basis upon an involuntary termination of the named executive officer’s service without cause, with the shares that so vest to be issued as soon as practicable following the acceleration event.
(18)
These particular restricted stock units will vest and the underlying shares of Class A Common Stock will be issued in two successive equal annual installments on July 6, 2014 and July 6, 2015, respectively, upon the named executive officer’s continuation in the Company’s employ through each such annual vesting date.
(19)
These particular restricted stock units will vest and the underlying shares of Class A Common Stock will be issued in two successive equal annual installments on July 2, 2014 and July 2, 2015, respectively, upon the named executive officer’s continuation in the Company’s employ through each such annual vesting date.
(20)
These particular restricted stock units will vest and the underlying shares of Class A Common Stock will be issued in three successive equal annual installments on July 2, 2014, July 2, 2015, and July 2, 2016, respectively, upon the named executive officer’s continuation in the Company’s employ through each such annual vesting date.
(21)
These particular restricted stock units were awarded on August 13, 2013 and have both performance-vesting and service-vesting components. Upon the attainment of the applicable 2014 fiscal year adjusted net income performance goal, one-fourth of the restricted stock units will vest and the underlying shares of Class A Common Stock will be issued, and the balance of the restricted stock units will vest and the underlying shares of Class A Common Stock will be issued in a series of three successive equal annual installments on August 13, 2015, August 13, 2016, and August 13, 2017, respectively, upon the named executive officer’s continuation in the Company’s employ through each such annual vesting date.
(22)
These performance share units were awarded on July 6, 2010 and had both performance-vesting and service-vesting conditions. Due to the non-attainment of the performance goal associated with these performance share units, they were canceled subsequent to year-end by the Compensation Committee, and none were converted into any shares of Class A Common Stock.

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