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APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
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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.
Represents the value of the Company’s reimbursement of the reasonable out-of-pocket costs he incurs over his lifetime to obtain continued medical and dental care coverage under the Company’s self-insured employee group health plan. Such value was calculated by taking the present value of his monthly COBRA payments for September 2013 through August 2020, using a 10% discount rate.
Potential Payments Upon Death or Disability
Mr. Cappelli would receive accelerated vesting of his January 18, 2011 retention award should his employment cease by reason of death. The intrinsic value of such accelerated vesting had his employment so terminated on August 31, 2013 would be $35,747.
Mr. Cappelli would also be entitled to 12-months of service-vesting credit with respect to each of his April 2011, July 2011 and March 2012 equity awards should his employment cease by reason of death or disability. The intrinsic value of each such option or other equity award (exclusive of the intrinsic value set forth above for his January 2011 retention award) which would have vested on such a basis had the termination of Mr. Cappelli’s employment occurred on August 31, 2013 by reason of his death or disability would be $4,555,290, assuming all applicable performance-vesting conditions were met at either target or the 100% minimum level.
The Executive Officer Annual Incentive Plan, pursuant to which performance-based cash bonuses are paid to executive officers, provided for a pro-rated bonus to be paid to the executive in the event of disability or to his or her estate in the case of death during the year, based on actual performance goal attainment achieved for that year. For more details on the Executive Officer Annual Performance Incentive Plan, see discussion above in the “Grants of Plan-Based Awards” table. Under the terms of his employment agreement, Mr. Cappelli would receive a pro-rated bonus for the portion of the fiscal year preceding his death or disability, based on his target bonus rather than actual performance goal attainment achieved.