BRIDGEPOINT EDUCATION, INC.
STOCK OWNERSHIP GUIDELINES
(Effective January 1, 2012)
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| Objective | To create a linkage between stockholders and senior executives through a required level of stock ownership. |
| Covered Employees | Chief Executive Officer, Executive Vice Presidents and Senior Vice Presidents. |
| Stock Ownership Guidelines | It is expected that within five years of becoming subject to these guidelines that the covered employee shall achieve the appropriate stock ownership guideline, as set forth below: |
| | Ÿ
| Chief Executive Officer - A number of shares equal to the quotient of (1) an amount equal to six times base salary, divided by (2) the stock price at the date of calculation |
| | Ÿ | Executive Vice Presidents - A number of shares equal to the quotient of (1) an amount equal to three times base salary, divided by (2) the stock price at the date of calculation |
| | Ÿ | Senior Vice Presidents - A number of shares equal to the quotient of (1) an amount equal to two times base salary, divided by (2) the stock price at the date of calculation |
| | Initially, the date of calculation was November 30, 2011; thereafter, the date of calculation will be the date of annual equity awards or the date of a contemplated sale by a covered employee |
| Shares and Equivalents | Covered employees may satisfy their ownership guidelines with common stock in these categories:
Shares owned directly or indirectly by the covered employee's spouse or minor children, or a trust controlled by the covered employee; Shares held in the company's tax-qualified defined contribution 401(k) plan; Deferred compensation payable in shares; Share equivalents (vested and unvested restricted stock units, deferred compensation payable in stock); and Shares subject to stock options (exercisable) held directly or indirectly by the covered employee's spouse or minor children, or a trust controlled by the covered employee. |
| Compliance Assurance | Covered employees may not sell shares unless they will satisfy the appropriate ownership guidelines after the completion of the sale. |
