Exhibit 10.1


 


AMENDMENT NUMBER TWO TO THE


 


AMERICAN PUBLIC EDUCATION, INC. 2017 OMNIBUS
INCENTIVE PLAN


 


The American Public Education, Inc. 2017 Omnibus
Incentive Plan (the “Plan”) is hereby amended (this “Amendment”) as set forth below by the Board of Directors
of American Public Education, Inc. (the “Corporation”), subject to the approval of this Amendment by the stockholders of the
Corporation:


 


1.    Section
4.1, part (i), of the Plan is amended and restated to increase the number of shares available for issuance by one million one hundred
twenty five thousand (1,125,000) as follows, with the remainder of Section 4.1 remaining unchanged:


 


“(i) four million
two hundred twenty five thousand (4,225,000) shares of Stock, plus”


 


2.    Section
2.22, part (a) of the Plan is amended and restated as follows, with the remainder of Section 2.22 remaining unchanged:


 


“(a) If on such date
the shares of Stock are listed on a Stock Exchange, or are publicly traded on another Securities Market, the Fair Market Value of a share
of Stock shall be the closing price of the Stock as reported on such Stock Exchange or such Securities Market (provided that, if there
is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities
Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such date, the Fair Market
Value of a share of Stock shall be the closing price of the Stock on the preceding day on which any sale of Stock shall have been reported
on such Stock Exchange or such Securities Market.”


 


3.     Section
10.4 of the Plan is amended and restated as follows:


 


“Unless the Committee
provides otherwise in an Award Agreement and subject to the restrictions set forth in the Plan, any applicable Company program, and the
applicable Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Restricted Stock and the right to
receive any dividend payments or distributions declared or paid with respect to such shares of Restricted Stock. The Committee (a) may
provide in an Award Agreement evidencing a grant of Restricted Stock that any cash dividend payments or distributions paid on Restricted
Stock shall be reinvested in shares of Stock, which shall be subject to the same vesting conditions and restrictions as applicable to
such underlying shares of Restricted Stock or (b) shall provide that any dividend payments or distributions declared or paid on shares
of Restricted Stock shall only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such shares
of Restricted Stock. For the avoidance of doubt, cash and stock dividends declared or paid on shares of Restricted Stock shall not vest
or become payable unless and until the shares of Restricted Stock to which the dividends apply become vested and nonforfeitable. All stock
dividend payments or distributions, if any, received by a Grantee with respect to shares of Restricted Stock as a result of any stock
split, stock dividend, combination of stock, or other similar transaction shall be subject to the same vesting conditions and restrictions
as applicable to such underlying shares of Restricted Stock.”


 


4.     The
Plan shall otherwise be unchanged by this Amendment.


 









     


     


    

 


5.     This
Amendment is adopted subject to approval by the stockholders of the Corporation at the Corporation’s 2022 Annual Meeting of Stockholders.
If the stockholders fail to approve this Amendment at the Annual Meeting, the Plan shall continue in existence in accordance with its
terms.


 


*   *   *


 









     


     


    

 


The foregoing Amendment to the Plan
was duly adopted and approved by the Board of Directors of the Corporation on March 29, 2022, subject to the approval of the Amendment
by the stockholders of the Corporation.


 


	 	/s/ Thomas A. Beckett
	 	Thomas A. Beckett
	 	Secretary




 


The foregoing Amendment to the Plan was duly adopted
by the stockholders of the Corporation at a meeting held on May 20, 2022.


 


	 	/s/ Thomas A. Beckett
	 	Thomas A. Beckett
	 	Secretary