0000950133-07-004126 Sample Contracts

American Public Education, Inc. Shares of Common Stock1 Underwriting Agreement
Underwriting Agreement • October 11th, 2007 • American Public Education Inc • Services-educational services • Illinois

William Blair & Company, L.L.C. As Representative of the Several Underwriters Named in Schedule A c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 11th, 2007 • American Public Education Inc • Services-educational services • West Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of October 10, 2007, and amends and restates that certain Employment Agreement dated February 5, 2007, by and among American Public University System, Inc., a West Virginia corporation (the “Company”), American Public Education, Inc., a Delaware corporation (the “Parent”) and Harry T. Wilkins (the “Executive”).

AMERICAN PUBLIC EDUCATION, INC. 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • October 11th, 2007 • American Public Education Inc • Services-educational services • Delaware

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”).

AMERICAN PUBLIC EDUCATION, INC. 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • October 11th, 2007 • American Public Education Inc • Services-educational services • Delaware

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”).

AMERICAN PUBLIC EDUCATION, INC. 2007 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • October 11th, 2007 • American Public Education Inc • Services-educational services

American Public Education, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the American Public Education, Inc. 2007 Omnibus Incentive Plan (the “Plan”).

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