APOLLO GROUP, INC.
SECOND AMENDED AND RESTATED
1994 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of this 1994 Employee Stock Purchase Plan (the "Plan") of Apollo Group, Inc. (the
"Company") 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 maintained on behalf of the Participant by the Custodian for the purpose
of holding cash contributions 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 include successor provisions thereto and regulations thereunder.
(d) "Custodian" means Smith Barney Inc., or such successor thereto as may be appointed by the Board.
(e) "Earnings" means that portion of a Participant's salary or wages which is designated as "regular pay" under the
payroll system of the Company and its Subsidiaries and received by a Participant for services rendered during a
specified pay period during which time the Participant participated in the Plan.
(f) "Enrollment Date" means the first business day of each Offering Period.
(g) "Fair Market Value" means the closing sale price of Stock reported in the table entitled "Nasdaq National
Market Issues" or any successor table in the Wall Street Journal (or, if Stock is then principally traded on a
national securities exchange, in the table reporting composite transactions for such exchange) for such date or, if
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