Other Employee Benefits

The Company has established a tax deferred 401(k) retirement plan that provides retirement benefits to all of its eligible employees. Participants may elect to contribute up to 60% of their gross annual earnings not to exceed ERISA and IRS limits. The plan provides for Company discretionary profit sharing contributions at matching percentages. Employees immediately vest 100% in all salary reduction contributions and employer contributions.

In June 2015, the Company’s 401(k) retirement plan was amended so that effective August 31, 2015, the Company’s 401(k) retirement plan no longer allows participants to invest future contributions in the Company’s common stock. The Company’s 401(k) retirement plan completely removed the Company’s common stock as an investment election on June 30, 2016. Any of the Company's common stock held by 401(k) retirement plan participants as of June 30, 2016 was sold and automatically re-allocated to an age-appropriate mutual fund.

The Company made discretionary contributions to the plan of $3,270,000, $3,309,000 and $3,284,000 for the years ended December 31, 2014, 2015 and 2016, respectively.

In November 2007, the Company adopted the American Public Education, Inc. Employee Stock Purchase Plan, or the ESPP, which was implemented effective July 1, 2008 with quarterly enrollment periods. Eligible participants may only enter the plan and establish their withholdings at the start of an enrollment period. Participating employees may withdraw from the plan and end payroll deductions any time up to five days before the share purchase date and funds will be returned to them. Under the ESPP, participating employees may purchase shares of the Company’s common stock, subject to certain limitations, at 85% of its fair market value on the last day of the quarterly period. The total value of contributions per participant may not exceed $21,000 annually or the value of the common stock purchased per participant cannot exceed $25,000. There were initially 100,000 shares of common stock available for purchase by participating employees under the ESPP. On June 13, 2014, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares of the Company’s common stock available for issuance under the plan by 100,000 shares, extend the term of the ESPP to March 7, 2024, and make other administrative changes. Shares purchased in the open market for issuance to employees pursuant to the plan for the years ended December 31, 2014, 2015 and 2016 were as follows:



Purchase Date	Shares	Common Stock Fair Value		Purchase Price		Compensation Expense
March 31, 2014	4,961	$	35.08	$	29.82	$	26,095
June 30, 2014	5,180	$	34.38	$	29.22	$	26,729
September 30, 2014	5,246	$	26.99	$	22.94	$	21,246
December 31, 2014	3,931	$	36.87	$	31.34	$	21,738
Total/Weighted Average	19,318	$	33.06	$	28.10	$	95,808
March 31, 2015	4,322	$	29.98	$	25.49	$	19,406
June 30, 2015	5,443	$	25.72	$	21.86	$	21,010
September 30, 2015	4,939	$	23.45	$	19.93	$	17,385
December 31, 2015	6,822	$	18.61	$	15.82	$	19,033
Total/Weighted Average	21,526	$	23.80	$	20.23	$	76,834
March 31, 2016	4,617	$	20.63	$	17.54	$	14,267
June 30, 2016	3,617	$	28.10	$	23.89	$	15,228
September 30, 2016	4,991	$	19.81	$	16.84	$	14,823
December 31, 2016	3,717	$	24.80	$	21.08	$	13,827
Total/Weighted Average	16,942	$	22.90	$	19.46	$	58,145