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SEC Filings

DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
Entire Document
 


(v)
for Mr. Sperling, the cash severance calculation consists of a salary continuation amount equal to twenty-four (24) months’ base salary and one times the average of his actual bonuses for the three fiscal years of employment preceding the 2013 fiscal year in which his employment is assumed to terminate;
(vi)
for Messrs. Swartz and Martin and for Ms. Bishop, the cash severance calculation consists of a salary continuation amount equal to eighteen (18) months’ annual base salary and one times the average of their actual bonuses for the three fiscal years preceding the 2013 fiscal year in which their employment is assumed to terminate.
Potential Payments Upon Termination in Connection with a Change in Control
Executive(1)
 
Cash Severance
($)(2)
 
Cash Retention Awards
($)(3)(4)
 
Accelerated Vesting of Equity Awards ($)(5)
 
COBRA Payment & Outplacement Services
($)(6)
 
Intrinsic Value of Outstanding Vested Awards ($)(7)
 
Total Payment ($)
Gregory W. Cappelli
 
3,394,414
 
 
5,603,990(8)
 
54,370
 
 
9,052,774
Brian L. Swartz
 
1,143,572
 
1,000,000
 
2,370,293
 
29,966
 
 
4,543,831
Sean B.W. Martin
 
1,142,280
 
1,250,000
 
2,109,199
 
42,291
 
 
4,543,770
Peter V. Sperling
 
1,551,517
 
 
870,506
 
54,918
 
 
2,476,941
Terri C. Bishop
 
1,060,394
 
250,000
 
1,082,018
 
22,717
 
 
2,415,129
(1)
Because Dr. Sperling’s and Mr. D’Amico’s employment terminated at or before the end of fiscal year 2013 and there was no change in control prior to their respective termination dates, they are not included in this chart.
(2)
The cash severance amount in the above table will be payable in a series of successive equal monthly installments over the following periods: 24 months for Mr. Sperling, 18 months for Messrs. Swartz and Martin and for Ms. Bishop, and 12 months for Mr. Cappelli, subject to any required hold-back of one or more such monthly installments under applicable tax laws.
(3)
Includes the following November 2012 cash retention award amounts that are payable in a lump sum, as a result of a change in control. The payment will be made as soon as administratively practicable after the effective date of a change in control, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the effective date of that change in control.
Executive
 
November 2012
Cash Retention Awards
($)
Brian L. Swartz
 
250,000
Sean B.W. Martin
 
250,000
Terri C. Bishop
 
250,000
(4)
Includes the following March 2013 cash retention award amounts that are payable in a lump sum within 60 days following involuntary termination of employment, conditioned upon the terminating executive’s delivery of an effective and enforceable general release of all claims against us.
Executive
 
March 2013
Cash Retention Awards
($)
Brian L. Swartz
 
750,000
Sean B.W. Martin
 
1,000,000
(5)
Represents the intrinsic value of each stock option, restricted stock unit or performance share unit which vests on an accelerated basis upon the change in control. For stock options, the amount is calculated by multiplying the aggregate number of options which vest on such an accelerated basis under such award by the amount by which the $18.57 closing selling price of the Class A Common Stock on August 31, 2013 exceeds any exercise price payable per vested option. For restricted stock units and performance share units, the amount is calculated by multiplying the aggregate number of shares which vest on such an accelerated basis under such award by $18.57, the closing selling price of the Class A Common Stock on August 31, 2013. Additionally, the outstanding performance share unit awards, whether tied to the performance of the Company or Apollo Global, are deemed to convert at 100% based on an assumed attainment of the applicable performance goal at either target or the 100% minimum level.

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