APOLLO GROUP, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
A. The Corporation has implemented the Plan as an equity incentive program to encourage key employees
and officers of the Corporation and the non-employee members of 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
B. Participant is to render valuable services to the Corporation (or any Parent or Subsidiary), and this
Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the
Corporation’s issuance of shares of Class A Common Stock to Participant under the Plan.
C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached
NOW, THEREFORE , it is hereby agreed as follows:
1. Grant of Restricted Stock Units . The Corporation hereby awards to Participant, as of the Award
Date, restricted stock units under the Plan. The number of shares of Class A Common Stock underlying the
awarded restricted stock units and the applicable performance vesting requirement for those units and the
underlying shares are set forth in the Award Summary below. The remaining terms and conditions governing the
Award, including the applicable service vesting requirements, are set forth in the remainder of this Agreement.
2. Limited Transferability . Prior to the actual issuance of the Shares which vest hereunder, Participant
may not transfer any interest in the restricted stock units subject to the Award or the underlying Shares or pledge
or otherwise hedge the sale of those units or Shares, including (without limitation) any short sale or any acquisition
or disposition of any put or call option or other instrument tied to the value of those Shares. However, any Shares
which vest hereunder but otherwise remain unissued at the time of Participant’s death m