X0303 4 2010-07-06 0 0000929887 APOLLO GROUP INC APOL 0001027964 HERBERGER ROY A JR 4025 S RIVERPOINT PKWY PHOENIX AZ 85040 1 0 0 0 Class A Common Stock 2010-07-06 4 A 0 3313 0 A 10890 D Non-Qualified Stock Option (right to buy) 42.27 2010-07-06 4 A 0 9001 0 A 2016-07-05 Class A Common Stock 9001 9001 D Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") awarded to the Reporting Person. The RSUs will vest in full upon the Reporting Person's continuation in Board service through August 31, 2011 or certain earlier changes in control of the Issuer. The vested shares of Class A common stock will be issued in one or more installments following the Reporting Person's cessation of Board service. The RSUs also include dividend equivalent rights which will credit the Reporting Person with the same dividends that would be payable were the shares of Class A common stock underlying the RSUs actually outstanding shares at the time of such dividends. The credited dividends will be paid concurrently with the issuance of those shares of Class A common stock. Includes (i) 3,313 shares of the Issuer's Class A common stock subject to the reported RSU award, and (ii) 2,062 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009 that will be issued when those units vest upon the Reporting Person's continuation in Board service with the Issuer through August 31, 2010. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The option will vest and become exercisable for the underlying shares of Class A common stock in full upon the Reporting Person's continuation in Board service with the Issuer through August 31, 2011, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. By: Brian L. Swartz For: Roy A. Herberger Jr. 2010-07-08