Acceleration of Equity Awards Contract Clauses (12)

Acceleration of Equity Awards. All equity awards granted to the Executive under any equity incentive plan maintained for Company or Parent employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive's employment by the Executive's death as provided in Section 10(a) hereof, (b) upon termination of the Executive's employment by the Company or Parent for Disability as provided in Section 10(b)(i) hereof, or (c upon termination of... the Executive's employment by the Company as provided in Section 10(b)(iii) in the twelve (12)-month period following a Change of Control or by the Executive for Good Reason as provided in Section 10(c) in the twelve (12)-month period following a Change of Control; provided, that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the "target" level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the "target" level. This Agreement is intended to amend all equity awards previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grants. For purposes of this Agreement, "Change of Control" means (i) the dissolution or liquidation of the Parent or a merger, consolidation, or reorganization of the Parent with one (1) or more other entities in which the Parent is not the surviving entity, (ii) a sale of substantially all of the assets of the Parent to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Parent is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the Parent, provided, that if an event is a "Change of Control" as defined in this Agreement but is not a "change in control event" as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d) if there had not been a "Change of Control" will be paid at the time and in the manner specified in Section 11(d). 14 13. Notices. All notices, demands, requests or other communications required or permitted to be given or made hereunder shall be in writing and shall be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows: a. If to the Company: American Public University System, Inc. 111 West Congress Street Charles Town, WV 25414 Telecopy: (304) 724-3801 Attention: Chief Executive Officer b. If to the Parent: American Public Education, Inc. 111 West Congress Street Charles Town, WV 25414 Telecopy: (304) 724-3801 Attention: Chief Executive Officer c. If to the Executive, to the Executive's address set forth on the signature page to this Agreement, or to the home address of the executive in the official records of the Company; or, in the case of the Company or Parent, to such other address as the Company or Parent may designate in a notice to the other. Each notice, demand, request or other communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes three (3) days after it is deposited in the U.S. mail, postage prepaid, or at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of delivery) or at such time as delivery is refused by the addressee upon presentation. 15 14. Severability. The invalidity or unenforceability of any one (1) or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. View More