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


(6)
Includes six months of outplacement services valued at $4,410 for each named executive officer listed above.
(7)
Based on the spread between the $18.57 closing selling price of the Company’s Class A Common Stock on August 31, 2013 and the exercise price in effect for each outstanding option that was already vested on such date in accordance with its normal annual installment vesting schedule.
(8)
Mr. Cappelli’s April 13, 2011 and July 6, 2011 option grant for 235,000 and 772 shares, respectively, will remain outstanding for an extended period should his employment terminate under certain circumstances.
Potential Payments Solely Upon Change in Control
Upon certain changes in control or ownership of the Company, the outstanding equity awards of each named executive officer will vest in full on an accelerated basis, yielding the same accelerated vesting dollar amounts for those awards indicated in the Accelerated Vesting of Equity Awards column of the above table for a change in control event effected on August 31, 2013, whether or not the executive officer's employment was in fact terminated at that time.
Potential Payments Upon Termination Not in Connection with a Change in Control
Executive
 
Cash Severance
($)(1)
 
Cash Retention Awards
($)(2)
 
Accelerated Vesting of Equity Awards
($)(3)(4)
 
COBRA Payments & Outplacement Services
($)(5)
 
Intrinsic Value of Outstanding Vested Awards ($)(6)
 
Total Payment ($)
Gregory W. Cappelli
 
3,394,414
 
 
4,555,290
 
54,370
 
 
8,000,074
Brian L. Swartz
 
1,143,572
 
1,000,000
 
428,150
 
29,966
 
 
2,601,688
Sean B.W. Martin
 
1,142,280
 
1,250,000
 
233,305
 
42,291
 
 
2,667,876
Peter V. Sperling
 
1,551,517
 
 
43,974
 
54,918
 
 
1,650,409
Terri C. Bishop
 
1,060,394
 
250,000
 
169,735
 
22,717
 
 
1,502,846
Dr. John G. Sperling
 
 
 
 
39,219(7)
 
 
39,219
Joseph L. D’Amico
 
2,640,761
 
450,000
 
2,638,426
 
5,613
 
 
5,734,800
(1)
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 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.
(2)
The cash retention awards amount in the above table will be 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.
(3)
For Messrs. Cappelli, and D’Amico, the amounts represent the intrinsic value of each stock option or other equity award which vests in whole or in part on an accelerated basis in connection with an involuntary termination of employment (other than for cause) or resignation for good reason and is calculated by multiplying (i) the aggregate number of shares of the Company’s Class A Common Stock which vest on such an accelerated basis under such award by (ii) 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 share. For each of Mr. Cappelli’s April 2011, July 2011 and March 2012 equity awards, the vesting acceleration calculation takes into account the 12-month service-vesting credit to which he would be entitled upon such termination of employment and assumes that the conversion rate for each performance share unit award will be at 100%. For each of Mr. D’Amico’s July 6, 2010, July 6, 2011 and July 2, 2012 equity awards, the continued vesting that would otherwise occur during the period following his termination of employment is included in the above table as if the vesting of those equity awards occurred on an accelerated basis at the time of his termination of employment, since no further service would actually be required for the continued vesting period. In addition, for Mr. D’Amico’s July 2010, July 2011, October 2011 and July 2012 performance share unit awards, it is assumed that each such award will convert at 100% based on an assumed attainment of the applicable performance goal at either target or the 100% minimum level.
(4)
For Messrs. Swartz, Martin and Sperling and Ms. Bishop, represents the intrinsic value of the limited portion of each stock option or other equity award granted after June 23, 2010 which vests on an accelerated basis under the Senior Executive Severance Pay Plan in connection with an involuntary termination of employment (other than for cause) and is calculated by multiplying (i) the limited number of shares of the Company’s Class A Common Stock which vest on such an accelerated basis under such award by (ii) 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 share.
(5)
Includes six months of outplacement services valued at $4,410 for each named executive officer listed above.

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