0001305323-14-000081 Sample Contracts

BRIDGEPOINT EDUCATION, INC.
Performance Stock Unit Award Agreement • December 23rd, 2014 • Bridgepoint Education Inc • Services-educational services • California

Unless otherwise defined herein, the terms defined in the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated effective May 13, 2013) (the “Plan”) will have the same defined meanings in this Performance Stock Unit Award Agreement. This Performance Stock Unit Award Agreement, along with the Terms and Conditions of Performance Stock Unit Grant, attached hereto as Exhibit A (the “Terms and Conditions”), shall be referred to herein as the “Award Agreement.” If the Participant is a Covered Employee, this Award is intended to qualify as performance-based compensation under Code Section 162(m) and, as a result, is subject to the requirements of Section 4(f) of the Plan.

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