APOLLO GROUP, INC.
THIRD AMENDED AND RESTATED
1994 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, Apollo Group, Inc. (the "Company") previously adopted the Apollo Group, Inc. 1994 Employee
Stock Purchase Plan ("Prior Plan");
WHEREAS, the Plan has subsequently been amended on three separate occasions;
WHEREAS, the Company wishes to amend and restate the Prior Plan because of changes to the financial
accounting reporting requirements applicable to employee stock purchase plans that offer employer stock at
more than a five percent discount and provide a look-back feature in which the purchase price of the stock is
determined by reference to the stock's market value as of the first or last day of an offering period, whichever is
NOW THEREFORE, the Company hereby adopts the Apollo Group, Inc. Amended and Restated 1994
Employee Stock Purchase Plan (the "Plan") effective as of the Offering Period beginning on October 1, 2005
("Effective Date"), as set forth below.
1. Purpose. The purpose of the Plan is to encourage stock ownership by employees of the Company and its
Subsidiaries and thereby provide employees with an incentive to contribute to the profitability and success of the
Company. The Plan, which is intended to qualify as an "employee stock purchase plan" meeting the requirements
of Section 423 of the Code, is for the exclusive benefit of eligible employees of the Company and its Subsidiaries.
2. Definitions. For purposes of the Plan, in addition to the terms defined in Section 1, terms are defined as set
(a) "Board" means the Board of Directors of the Company.
(b) "Cash Account" means the account which shall be a subaccount in the Company's general cash account,
maintained on behalf of a Participant by the Company for the purpose of holding cash contributions withheld from
payroll pending investment in Stock
(c) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any
provision of the Code will be deemed to includ