exv10w2b



 





Exhibit 10.2B




Grant No.:                     




AMERICAN PUBLIC EDUCATION, INC.

2007 OMNIBUS INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT



American Public Education, Inc., a Delaware corporation (the “Company”), hereby grants shares of
its common stock, $.01 par value (the “Stock”), to the Grantee named below, subject to the vesting
conditions set forth in the attachment. Additional terms and conditions of the grant are set forth
in this cover sheet and in the attachment (collectively, the “Agreement”) and in the American
Public Education, Inc. 2007 Omnibus Incentive Plan (the “Plan”).




Grant Date:                     ____,                     




Name of Grantee:                                         




Grantee’s Employee Identification Number:                                         




Number of Shares of Stock Covered by Grant:                                         




Purchase Price per Share of Stock: $                    .___




     By signing this cover sheet, you agree to all of the terms and conditions described in this
Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have
carefully reviewed the Plan, and agree that the Plan will control in the event any provision of
this Agreement should appear to be inconsistent with the Plan. Certain capitalized terms used in
this Agreement are defined in the Plan, and have the meaning set forth in the Plan.



	 	 	 
	Grantee:
	 	 
	 

	(Signature)

	 
	 	 
	Company:
	 	 
	 

	(Signature)

	 
	 	 
	Title:
	 	 
	 






Attachment




          This is not a stock certificate or a negotiable instrument.




 









 








AMERICAN PUBLIC EDUCATION, INC.

2007 OMNIBUS INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT




	 	 	 
	Restricted Stock/ Nontransferability

	 	This grant is an award of Stock in
the number of shares set forth on
the cover sheet, at the purchase
price set forth on the cover sheet,
and subject to the vesting
conditions described below
(“Restricted Stock”). The purchase
price is deemed paid by your prior
services to the Company. To the
extent not yet vested, your
Restricted Stock may not be
transferred, assigned, pledged or
hypothecated, whether by operation
of law or otherwise, nor may the
Restricted Stock be made subject to
execution, attachment or similar
process.
	 
	 	 
	Vesting

	 	The Company will issue your
Restricted Stock in your name as of
the Grant Date.
	 
	 	 
	 

	 	Your right to the Stock under this
Restricted Stock Agreement vests
[              ], provided you then continue
in Service. The resulting aggregate
number of vested shares of Stock
will be rounded down to the nearest
whole number, and you cannot vest in
more than the number of shares
covered by this grant.
	 
	 	 
	 

	 	No additional shares of Stock will
vest after your Service has
terminated for any reason.
	 
	 	 
	Forfeiture of Unvested Stock

	 	In the event that your Service
terminates for any reason, you will
forfeit to the Company all of the
shares of Stock subject to this
grant that have not yet vested or
with respect to which all applicable
restrictions and conditions have not
lapsed.
	 
	 	 
	Issuance

	 	The issuance of the Stock under this
grant shall be evidenced in such a
manner as the Company, in its
discretion, will deem appropriate,
including, without limitation,
book-entry, registration or issuance
of one or more Stock certificates,
with any unvested Restricted Stock
bearing a legend with the
appropriate restrictions imposed by
this Agreement. As your interest in
the Stock vests as described above,
the recordation of the number of
shares of Restricted Stock
attributable to you will be
appropriately modified.
	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of this
grant, that you will make acceptable
arrangements to pay any withholding
or other taxes that may be due as a
result of the payment of dividends
or the vesting of Stock acquired
under this grant. In the event that
the






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	 	Company determines that any
federal, state, or local tax or
withholding payment is required
relating to the payment of dividends
or the vesting of shares arising
from this grant, the Company shall
have the right to require such
payments from you, or withhold such
amounts from other payments due to
you from the Company or any
Affiliate. Subject to the prior
approval of the Company, which may
be withheld by the Company, in its
sole discretion, or in the event
that the Anniversary Date occurs
during a period in which you are (i)
subject to a lock-up agreement
restricting your ability to sell
shares of Stock in the open market,
(ii) restricted from selling shares
of Stock in the open market because
you are not then eligible to sell
under the Company’s insider trading
or similar plan as then in effect
(whether because a trading window is
not open or you are otherwise
restricted from trading) or (iii)
you would incur liability under
Section 16 of the Securities Act of
1934, as amended, if you were to
sell in the open market any of the
shares of Stock then delivered to
you, you may elect to satisfy this
withholding obligation, in whole or
in part, by causing the Company to
withhold shares of Stock otherwise
issuable to you under this Agreement
or by delivering to the Company
shares of Stock already owned by
you. The shares of Stock so
delivered or withheld must have an
aggregate Fair Market Value equal to
the withholding obligation and may
not be subject to any repurchase,
forfeiture, unfulfilled vesting, or
other similar requirements.
	 
	 	 
	Section 83(b)
Election

	 	Under Section 83 of the Internal
Revenue Code of 1986, as amended
(the “Code”), the difference between
the purchase price paid for the
shares of Stock and their fair
market value on the date any
forfeiture restrictions applicable
to such shares lapse will be
reportable as ordinary income at
that time. For this purpose,
“forfeiture restrictions” include
the forfeiture as to unvested Stock
described above. You may elect to
be taxed at the time the shares are
acquired, rather than when such
shares cease to be subject to such
forfeiture restrictions, by filing
an election under Section 83(b) of
the Code with the Internal Revenue
Service within thirty (30) days
after the Grant Date. You will have
to make a tax payment to the extent
the purchase price is less than the
fair market value of the shares on
the Grant Date. No tax payment will
have to be made to the extent the
purchase price is at least equal to
the fair market value of the shares
on the Grant Date. The form for
making this election is attached as
Exhibit A hereto. Failure to make
this filing within the thirty (30)
day period will result in the
recognition of ordinary income by
you (in the event the fair market
value of the shares as of the
vesting date exceeds the purchase
price) as the forfeiture
restrictions lapse.






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	 	YOU ACKNOWLEDGE THAT IT IS YOUR SOLE
RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION
UNDER SECTION 83(b), EVEN IF YOU
REQUEST THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING
ON YOUR BEHALF. YOU ARE RELYING
SOLELY ON YOUR OWN ADVISORS WITH
RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE ANY 83(b)
ELECTION.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you the
right to be retained or employed by
the Company (or any of its
Affiliates) in any capacity. The
Company (and any Affiliates) reserve
the right to terminate your Service
at any time and for any reason.
	 
	 	 
	Shareholder Rights

	 	You have the right to vote the
Restricted Stock and to receive any
dividends declared or paid on such
stock. Any distributions you
receive as a result of any stock
split, stock dividend, combination
of shares or other similar
transaction shall be deemed to be a
part of the Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
The Company may in its sole
discretion require any dividends
paid on the Restricted Stock to be
reinvested in shares of Stock, which
the Company may in its sole
discretion deem to be a part of the
shares of Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
Except as described in the Plan, no
adjustments are made for dividends
or other rights if the applicable
record date occurs before your stock
certificate is issued.
	 
	 	 
	Forfeiture of Rights

	 	If you should take actions in
competition with the Company, the
Company shall have the right to
cause a forfeiture of your unvested
Restricted Stock, and with respect
to those shares of Restricted Stock
vesting during the period commencing
twelve (12) months prior to your
termination of Service with the
Company due to taking actions in
competition with the Company, the
right to cause a forfeiture of those
vested shares of Stock.
	 
	 	 
	 

	 	Unless otherwise specified in an
employment or other agreement
between the Company and you, you
take actions in competition with the
Company if you directly or
indirectly, own, manage, operate,
join or control, or participate in
the ownership, management, operation
or control of, or are a proprietor,






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	 	director, officer, stockholder,
member, partner or an employee or
agent of, or a consultant to any
business, firm, corporation,
partnership or other entity which
competes with any business in which
the Company or any of its Affiliates
is engaged during your employment or
other relationship with the Company
or its Affiliates or at the time of
your termination of Service.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar change
in the Company Stock, the number of
shares covered by this grant shall
be adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your Restricted Stock
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity in accordance with the
terms of the Plan.
	 
	 	 
	Legends

	 	All certificates representing the
Stock issued in connection with this
grant shall, where applicable, have
endorsed thereon the following
legend:
	 
	 	 
	 

	 	“THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH
IN AN AGREEMENT BETWEEN THE COMPANY
AND THE REGISTERED HOLDER, OR HIS OR
HER PREDECESSOR IN INTEREST. A COPY
OF SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY AND
WILL BE FURNISHED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE
COMPANY BY THE HOLDER OF RECORD OF
THE SHARES REPRESENTED BY THIS
CERTIFICATE.”

	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated
in this Agreement by reference.
This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this grant of Restricted
Stock. Any prior agreements,
commitments or negotiations
concerning this grant are
superseded.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan, the
Company may process personal data
about you. Such data includes but
is not limited to the information
provided in this Agreement and any
changes






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	 	thereto, other appropriate
personal and financial data about
you such as home address and
business addresses and other contact
information, payroll information and
any other information that might be
deemed appropriate by the Company to
facilitate the administration of the
Plan.
	 
	 	 
	 

	 	By accepting this grant, you give
explicit consent to the Company to
process any such personal data. You
also give explicit consent to the
Company to transfer any such
personal data outside the country in
which you work or are employed,
including, with respect to non-U.S.
resident Grantees, to the United
States, to transferees who shall
include the Company and other
persons who are designated by the
Company to administer the Plan.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver
certain statutory materials relating
to the Plan in electronic form. By
accepting this grant you agree that
the Company may deliver the Plan
prospectus and the Company’s annual
report to you in an electronic
format. If at any time you would
prefer to receive paper copies of
these documents, as you are entitled
to, the Company would be pleased to
provide copies. Please contact [     
] at [       ] to
request paper copies of these
documents.






          By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.





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EXHIBIT A 




ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE




          The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code
with respect to the property described below and supplies the following information in accordance
with the regulations promulgated thereunder:




	 	 	 	 	 	 	 
	 	 	 	 	1. The name, address and social security number of the undersigned:
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 

	 
	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Social Security No. :	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	2. Description of property with respect to which the election is being made:
	 
	 	 	 	 	 	 
	 	 	 	 	                     shares of common stock, par value $.01 per share, American Public Education,
Inc., a Delaware corporation, (the “Company”).
	 
	 	 	 	 	 	 
	 	 	 	 	3. The date on which the property was transferred is                      __, 200_.
	 
	 	 	 	 	 	 
	 	 	 	 	4. The taxable year to which this election relates is calendar year 200_.
	 
	 	 	 	 	 	 
	 	 	 	 	5. Nature of restrictions to which the property is subject:
	 
	 	 	 	 	 	 
	 	 	      The shares of stock are subject to the provisions of a Restricted Stock Agreement
between the undersigned and the Company. The shares of stock are subject to forfeiture
under the terms of the Agreement.
	 
	 	 	 	 	 	 
	 	 	 	 	6. The fair market value of the property at the time of transfer (determined without regard to any
lapse restriction) was $                     per share, for a total of $                    .
	 
	 	 	 	 	 	 
	 	 	 	 	7. The amount paid by taxpayer for the property was $                    .
	 
	 	 	 	 	 	 
	 	 	 	 	8. A copy of this statement has been furnished to the Company.






Dated:                     , 200_




	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer’s Signature 	 
	 
	 	  	
 	 
	 	 	Taxpayer’s Printed Name 	 
	 	 	 	 
	 




 









 





PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)




     The following procedures must be followed with respect to the attached form for making an
election under Internal Revenue Code section 83(b) in order for the election to be
effective:1



     1. You must file one copy of the completed election form with the IRS Service Center where you
file your federal income tax returns within 30 days after the Grant Date of your Restricted
Stock.



     2. At the same time you file the election form with the IRS, you must also give a copy of the
election form to the Secretary of the Company.



     3. You must file another copy of the election form with your federal income tax return
(generally, Form 1040) for the taxable year in which the stock is transferred to you.





 




			
	1	 	Whether or not to make the election is your decision
and may create tax consequences for you. You are advised to consult your tax
advisor if you are unsure whether or not to make the election.