AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement’) is entered into on this 31st
day of December, 2008 by and between APOLLO GROUP, INC. (the “Company”) and JOHN G.
SPERLING (“Sperling”). This Agreement as so amended and restated shall be effective as of January 1, 2008.
WHEREAS, Sperling is currently a party to a deferred compensation agreement with the Company dated
December 31, 1993 (the “Prior Agreement”).
WHEREAS, the Company and Sperling desire to amend and restate the terms and conditions of the Prior
Agreement in order to bring those terms and conditions into documentary compliance with the final Treasury
Regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and continue
the deferred compensation arrangement pursuant to those amended and restated terms and conditions.
NOW THEREFORE, the Company and Sperling, in consideration of the mutual promises set forth herein,
hereby agree as follows:
1. PURPOSE . In recognition of Sperling’s long service with the Company, including years in which Sperling
agreed to accept a smaller current salary than would normally be paid to a person of Sperling’s knowledge,
expertise and experience and in consideration for Sperling’s continued employment with the Company, the
Company hereby agrees to pay Sperling certain amounts following his termination from the Company’s employ.
2. TERMINATION OF EMPLOYMENT .
(a) TERMINATION BENEFIT. Following Sperling’s termination of employment, the Company shall pay
Sperling a monthly annuity for life in an amount equal to one-twelfth (1/12th) of his “Highest Annual Base Pay.”
Such lifetime annuity shall be hereinafter referred to as the “Monthly Annuity,” and the present value of such
annuity shall be divided into the following two components for purposes of Section 409A of the Code:
- The Grandfathered Component: This is the portion of the total Monthl