APOLLO GROUP, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
This Option Agreement is made and entered into by and between APOLLO GROUP, INC., an Arizona
corporation (the “Corporation”), and ___, a non-employee member of the Corporation of Board of Directors
(the “Director”), as of ___, 200___ (the “Date of Grant”).
A. The Corporation adopted the Apollo Group, Inc. 2000 Incentive Plan (the “Plan”) as an equity incentive
program to encourage key employees and officers of the Corporation and the non-employee members of its
Board of Directors (the “Board”) to remain in the employ or service of the Corporation by providing them with
an opportunity to acquire a proprietary interest in the success of the Corporation.
B. The Compensation Committee of the Board (the “Committee”) has the authority to grant options pursuant
to the Plan to certain officers and key employees of the Corporation and the non-employee members of the
Board in order to provide such individuals with an incentive to continue in the Corporation’s service.
C. The Committee did authorize the grant of the Option evidenced by this Agreement to Director on the Date
of Grant in order to carry out the intent and purpose of the Plan in providing a substantial equity incentive to
encourage the Director to continue in the Corporation’s service.
NOW, THEREFORE , in consideration of the mutual covenants and conditions hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Corporation and Director agree as follows:
1. Grant of Option . The Corporation hereby grants to Director, on the Date of Grant, the right and
option (the “Option”) to purchase up to ___ shares of the Corporation’s Class A common stock (the “Option
Shares”) under the Plan upon the terms and conditions set forth in this Agreement.
2. Exercise Price . The price per share at which Director shall be entitled to purchase the Opti