APOLLO GROUP, INC.
AMENDED AND RESTATED
2000 STOCK INCENTIVE PLAN
1.1 GENERAL. The Apollo Group, Inc. 2000 Stock Incentive Plan (the “Plan”) was previously approved by
the Board and the Company’s shareholders. The Plan’s purpose is to promote the success and enhance the value
of Apollo Group, Inc. (the “Company”) by linking the personal interests of its directors, employees, officers, and
executives of, and consultants and advisors to, the Company to those of Company shareholders and by providing
such individuals with an incentive for outstanding performance in order to generate superior returns to
shareholders of the Company. The Plan is further intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of directors, employees, officers, and executives of, and consultants and
advisors to, the Company upon whose judgment, interest, and special effort the successful conduct of the
Company’s operation is largely dependent.
2.1 EFFECTIVE DATE. The Plan was originally effective as of August 29, 2000 (the “Effective Date”). The
Plan has been amended and restated on several occasions since the Effective Date. The effective date of this
amended and restated Plan is March 25, 2008.
DEFINITIONS AND CONSTRUCTION
3.1 DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the
word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed
to it in this Section or in Sections 1.1 or 2.1 unless a clearly different meaning is required by the context. The
following words and phrases shall have the following meanings:
(a) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock
Unit Award, Performance Share Award, or Performance-Based Award granted to a Participant under the Plan.
(b) “Award Agreement” means any written