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DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
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The Severance Plan as amended also allows an enhanced level of severance benefits, including longer salary continuation periods, additional vesting in outstanding restricted stock unit awards, and a pro-rata bonus payment for the year of termination, in the event of involuntary terminations during designated window periods.
Each of the named executive officers is/was eligible to participate in the plan at the Grade Level indicated:
Name
 
Grade Level
 
Salary Continuation Period
Gregory W. Cappelli
 
22
 
24
Brian L. Swartz
 
20
 
18
Sean B.W. Martin
 
20
 
18
Peter V. Sperling
 
22
 
24
Terri C. Bishop
 
21
 
18
Dr. John G. Sperling
 
22
 
24
Joseph L. D’Amico
 
21
 
18
However, to the extent a named executive officer or other covered individual is entitled to severance benefits or other post-employment salary/bonus continuation payments under an employment agreement or other severance or termination arrangement in effect with the Company at the time of his or her termination of employment, then his or her severance benefits under the Severance Plan will be offset by the severance benefits or salary/bonus continuation payments payable under such employment agreement or other arrangement so that there will be no duplication of benefits. At present, Mr. Cappelli has employment or other agreements with the Company that provide severance benefits or salary/bonus continuation payments in the event his employment is terminated under certain circumstances, and those amounts will be applied as a direct offset to their potential benefits under the Senior Executive Severance Pay Plan.
The receipt of severance benefits under the Severance Plan will be conditioned upon the named executive officer’s delivery of an effective and enforceable general release of all claims against the Company and its affiliates and his compliance with certain non-competition, non-solicitation and non-disparagement covenants.
Equity Awards
Pursuant to the terms of the Company’s 2000 Stock Incentive Plan, each outstanding award under such plan will vest in full on an accelerated basis in the event of certain changes in control of the Company, including an acquisition of the Company by merger or asset sale or the acquisition of 50% or more of the Company’s outstanding Class A Common Stock.
November 2012 Cash Retention Award
The cash retention awards made in November 2012 to the named executive officers, other than Dr. Sperling and Mr. Cappelli, will vest in full on an accelerated basis in the event of certain changes in control of the Company, including an acquisition of the Company by merger or asset sale or the acquisition of 50% or more of the Company’s outstanding Class A Common Stock.
Quantification of Benefits
The charts below indicate the potential payments to which each of the named executive officers would be entitled pursuant to the employment agreements or Severance Plan provisions described above or under the vesting acceleration provisions of the 2000 Stock Incentive Plan, both in connection with and not in connection with a change in control, and based upon the following assumptions:
(i)
the named executive officer’s employment terminated on August 31, 2013 under circumstances entitling such officer to severance benefits under his employment agreement or the Severance Plan, as applicable;
(ii)
as to any severance benefits tied to the named executive officer’s annual rate of base salary, such rate is assumed to be such officer’s annual rate of base salary in effect as of August 31, 2013;
(iii)
as to any benefits tied to a change in control, the change in control is assumed to have occurred on August 31, 2013 and the change in control consideration paid per share of outstanding Class A Common Stock is assumed to be equal to the closing selling price of such common stock on August 31, 2013, which was $18.57 per share;
(iv)
for Mr. Cappelli, the cash severance calculation consists of a salary continuation amount equal to two times annual base salary and two times the average of their actual bonuses for the three fiscal years of employment preceding the 2013 fiscal year in which his employment is assumed to terminate;

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