Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On February 4, 2020, the Compensation Committee of the Board of Directors of
Aspen Group, Inc. (the "Company") approved the following grants of restricted
stock units (the "RSUs") to the executive officers of the Company under the
Company's 2018 Equity Incentive Plan: 100,000 RSUs to the Chief Executive
Officer, 75,000 RSUs to each of the Chief Financial Officer, Chief Operating
Officer, and Chief Academic Officer, and 50,000 to the Chief Nursing Officer.
Each RSU represents the right to receive one share of the Company's common
stock. The RSUs vest four years from the grant date, subject to accelerated
vesting as follows: (i) if the closing price of the Company's common stock is at
least $9 for 20 consecutive trading days, 10% of the RSUs will vest immediately;
(ii) if the closing price of the Company's common stock is at least $10 for 20
consecutive trading days, 25% of the RSUs will vest immediately; and (iii) if
the closing price of the Company's common stock is at least $12 for 20
consecutive trading days, all of the unvested RSUs will vest immediately. On the
grant date, the closing price of the Company's common stock on The Nasdaq Global
Market was $9.49 per share.
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ASPEN GROUP, INC. 
