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1.	To elect two Class II directors, Dale Crandall and Ryan Craig, for a three-year term to expire at the 2020 Annual Meeting of Stockholders;

2.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017;

3.	To approve the amendment and restatement of the Bridgepoint Education, Inc. 2009 Stock Incentive Plan;

4.	To approve on an advisory, non-binding basis the compensation of our named executive officers as presented in the proxy statement accompanying this notice;

5.	To approve on an advisory, non-binding basis the frequency of the stockholder advisory vote on executive compensation; and

6.	To transact such other business as may be properly brought before the Annual Meeting or any adjournment thereof.

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•	Any stockholder may listen to the Annual Meeting and participate live via the Internet at www.virtualshareholdermeeting.com/BPI2017. The live Internet webcast will begin on May 10, 2017 at 9:00 a.m., Pacific Time.

•	Stockholders may vote and submit questions during the Annual Meeting live via the Internet.

•	To enter the meeting, please have your 16-digit control number, which is available on the Notice or, if you received a printed copy of the proxy materials, your proxy card. If you do not have your 16-digit control number, you will be able to listen to the meeting only. You will not be able to vote or submit questions during the meeting.

•	Instructions regarding how to connect and participate live via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/BPI2017.

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•	Elect two Class II directors, Dale Crandall and Ryan Craig, for a three-year term to expire at the 2020 Annual Meeting of Stockholders.

•	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017.

•	Approve the amendment and restatement of the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (the “2009 Plan”).

•	Approve on an advisory, non-binding basis the compensation of our named executive officers as presented in this proxy statement.

•	Approve on an advisory, non-binding basis the frequency of the stockholder advisory vote on executive compensation.

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•	Vote via the Internet following the instructions included with your Notice or proxy card;

•	Vote by telephone following the instructions included with your proxy card;

•	Complete, sign, date and return your proxy card by mail; or

•	Vote during the Annual Meeting live via the Internet by following the instructions posted at www.virtualshareholdermeeting.com/BPI2017.

•	You may submit another proxy marked with a later date (which automatically revokes your earlier proxy) by mail or telephone or via the Internet by the applicable deadline as described above;

•	You may provide written notice that you wish to revoke your proxy to our Secretary at Bridgepoint Education, Inc., Attn: Secretary, 8620 Spectrum Center Blvd, San Diego, California 92123 by no later than the close of business on Tuesday, May 9, 2017; or

•	You may attend the Annual Meeting and submit your vote live via the Internet. Attendance at the Annual Meeting live via the Internet will not, by itself, cause your previously granted proxy to be revoked.

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•	not earlier than the close of business on February 9, 2018; and

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•	not later than the close of business on March 11, 2018.

•	not earlier than the close of business on the 90th day prior to the 2018 Annual Meeting of Stockholders; and

•

not later than the close of business on the later of (i) the 60th day prior to the 2018 Annual Meeting of Stockholders or (ii) if we first make a public announcement of the date of the 2018 Annual Meeting of Stockholders fewer than 70 days before the date of such meeting, the close of business on the 10th day following the day on which we first make a public announcement of the date of the 2018 Annual Meeting of Stockholders.

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*	Less than one percent.

(1)

The stockholder is Warburg Pincus Private Equity VIII, L.P. (“Warburg Pincus”). Warburg Pincus Partners LLC (“WP Partners”), a subsidiary of Warburg Pincus & Co. (“WP”), is the general partner of Warburg Pincus. WP is the managing member of WP Partners. Warburg Pincus is managed by Warburg Pincus LLC (“WP LLC”). Warburg Pincus, WP Partners, WP and WP LLC are collectively referred to herein as the “Warburg Pincus Entities.” Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Chief Executive Officers and Managing Members of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of the Warburg Pincus Entities, Mr. Kaye and Mr. Landy has shared voting and investment control of all of the shares of stock referenced above. Each of Mr. Kaye, Mr. Landy and the Warburg Pincus Entities disclaims beneficial ownership of the stock (other than the stock owned of record by such person or entity), except to the extent of any indirect pecuniary interest therein. The address of the Warburg Pincus Entities, Mr. Kaye and Mr. Landy is 450 Lexington Avenue, New York, New York 10017.

(2)	Includes 513,444 shares of common stock held by the Clark Family Trust, dated July 8, 1998.

(3)

Mr. Hackett is a Partner of WP and a Member and Managing Director of WP LLC. 9,638,285 of the shares indicated as held by Mr. Hackett are included because of his affiliation with the Warburg Pincus Entities. See footnote (1) above for additional information. Mr. Hackett disclaims beneficial ownership of all shares owned by the Warburg Pincus Entities except to the extent of any indirect pecuniary interest therein. Mr. Hackett's address is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017.

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•	Class I, whose term expires at the 2019 Annual Meeting of Stockholders;

•	Class II, whose term expires at the 2017 Annual Meeting of Stockholders; and

•	Class III, whose term expires at the 2018 Annual Meeting of Stockholders.

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•	The positions of Chief Executive Officer and Chairman of the Board are separate, but may be held by the same individual. The positions of Chief Executive Officer and Chairman of the Board are currently held by Messrs. Clark and Hackett, respectively.

•	The Chairman of the Board presides at meetings of the Board and, so long as the Chairman of the Board is an independent director, also presides at executive sessions of the non-management and/or independent directors.

•

If the Chairman of the Board is not an independent director, the independent directors will appoint one independent director to serve as “lead independent director.” In that scenario, the lead independent director will preside at executive sessions of the non-management and/or independent directors, preside at meetings of the Board in the absence of the Chairman of the Board, review agendas for meetings of the Board with the Chief Executive Officer and Chairman of the Board, and assume such other functions as the Board may deem appropriate.

•	The Chief Executive Officer and the Chairman of the Board jointly establish the agenda for each meeting of the Board, though any director may request the inclusion of items on the agenda.

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•	there is a restatement of any of our financial statements previously filed with the SEC (regardless of whether there was any misconduct), other than those due to changes in accounting principles, and the restated financial results would have resulted in a lesser amount of performance-based compensation being paid to them; or

•

their intentional misconduct, gross negligence or failure to report intentional misconduct or gross negligence by one of our employees (or service providers) either (i) was a contributing factor or partial factor to having to restate any of our financial statements previously filed with the SEC or (ii) constituted fraud, bribery or any other unlawful act, or contributed to another person's fraud, bribery or other unlawful act, which in each case adversely impacted our finances, business and/or reputation.

•	if the person submitting the communication is a security holder, a statement of the type and amount of securities of our company the person holds;

•	if the person submitting the communication is not a security holder and is submitting the communication to the non-management directors as an interested party, the nature of the person's interest in our company;

•	any special interest, meaning an interest not in the capacity of a stockholder of our company, of the person in the subject matter of the communication; and

•	the address, telephone number and e-mail address, if any, of the person submitting the communication.

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•	Each director nominee must have displayed the highest personal and professional ethics, integrity and values, and sound business judgment;

•	Each director must be highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy making level in business, government, education, technology or public interest;

•	Each director must have relevant expertise and experience, and be able to offer advice and guidance to the Chief Executive Officer based on that expertise and experience;

•	Each director must be able to represent all of our stockholders and be committed to enhancing long-term stockholder value; and

•	Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of our business.

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(1)

Represents the grant date fair value of the stock option award, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used to calculate this amount are included in Note 16, “Stock-Based Compensation,” to our annual consolidated financial statements for the year ended December 31, 2016, which are included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 7, 2017.

(2)

Represents the grant date fair value of the restricted stock unit award, computed in accordance with FASB ASC Topic 718. The valuation methodology used to calculate this amount is discussed in Note 16, “Stock-Based Compensation,” to our annual consolidated financial statements for the year ended December 31, 2016, which are included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 7, 2017.

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(1)	The annual cash retainer for serving as committee chair was paid in addition to the annual cash retainer for committee membership.

(2)	The stock option award has a 10-year term and an exercise price equal to the fair market value of our common stock on the date of grant, and will vest in full on the first anniversary of the date of grant, subject to the continuing service of the director. The stock option may vest in full or in part in connection with a Change of Control (as defined in the 2009 Plan).

(3)	The restricted stock units vest in full on the first anniversary of the date of grant, subject to the continuing service of the director.

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•	Andrew S. Clark, President and Chief Executive Officer (“CEO”);

•	Kevin Royal, Executive Vice President/Chief Financial Officer;

•	Christopher M. Henn, Executive Vice President/Chief Operating Officer;

•	Jane L. McAuliffe, Executive Vice President of External Affairs/Chief Academic Officer; and

•	Diane L. Thompson, Executive Vice President, Secretary and General Counsel.

•

Role of Comparative Market Data and Compensation Consultant. The Compensation Committee uses comparative market data to help determine the compensation of our executive officers, including our NEOs, and retained Mercer, LLC (“Mercer”), a compensation consultant, to formulate a report and advise the Compensation Committee regarding our compensation programs and executive compensation levels for fiscal year 2016.

•

Say-on-Pay Vote at 2014 Annual Meeting of Stockholders. At our 2014 Annual Meeting of Stockholders, we held an advisory, non-binding vote to approve the compensation of our NEOs, referred to as the say-on-pay vote. Our stockholders approved the compensation of our NEOs, with over 99% of the votes cast voted in favor of the say-on-pay proposal. The Compensation Committee believes this result affirms our stockholders' support of our approach to executive compensation.

•	Elements of Executive Compensation. The compensation of our executive officers generally consists of an annual base salary, an annual performance-based cash bonus, annual grants of long-term incentive plan awards, such as

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•

2016 Short Term Incentive Plan. In March 2016, the Compensation Committee adopted the 2016 Short Term Incentive Plan (the “2016 STI Plan”) for our executive officers, which provides for an annual performance-based cash bonus based on the achievement of company-wide performance targets related to specified qualitative metrics, EBITDA and revenue, weighted at 40%, 30% and 30%, respectively. The Compensation Committee believed this plan was appropriate to motivate our executive officers, including our NEOs, to achieve our strategic and operational objectives.

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2016 Long-Term Incentive Plan Awards. In March 2016, the Performance Award Subcommittee awarded stock options, RSUs and performance cash to our NEOs and other executive officers under the 2009 Plan. The Performance Award Subcommittee believed these equity awards were appropriate to motivate and retain our NEOs and other executive officers, and to incentivize them to continue efforts to build long-term stockholder value.

•

Severance and Change of Control Arrangements. The Compensation Committee believes that reasonable severance benefits are necessary to attract and retain qualified executives, and are important because it may be difficult for such executives to find comparable employment within a short period of time following certain qualifying terminations. The Compensation Committee has also determined to provide change of control benefits for our NEOs and other executive officers to reduce the uncertainty surrounding a potential change of control, which could result in the departure or distraction of such executives to the detriment of the Company and our stockholders. None of our executive officers, including our NEOs, are entitled to any gross up for change of control excise taxes. For additional information, see “Change of Control Arrangements” and “Other Payments upon Termination of Employment” below.

•

Risk Mitigation. The Board has adopted a Policy on Recoupment of Compensation that requires our NEOs and other executive officers to return performance-based compensation to us under certain circumstances, including in the event of certain restatements of our financial statements or the executive's intentional misconduct or gross negligence. We also have an Insider Trading Policy that restricts our NEOs and other employees from entering into any speculative or hedging transactions with respect to our securities. For more information, see “Recoupment Policy” and “Transactions in Our Securities” below.

•

Stock Ownership Guidelines. In December 2011, the Board, upon the recommendation of the Compensation Committee, adopted our Stock Ownership Guidelines to help align the interests of our executive officers with those of our stockholders. The Stock Ownership Guidelines provide that our NEOs and other executive officers, within five years of becoming subject to the guidelines, shall achieve the requisite level of ownership of our common stock. The covered executives may not sell shares of our common stock unless they will satisfy the applicable ownership guidelines following the sale. In May 2013, the guidelines were expanded to cover non-employee directors. For additional information, see “Stock Ownership Guidelines” below.

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•	annual base salary;

•	annual performance-based cash bonus;

•	annual grants of long-term incentive plan awards, such as stock options, RSUs and performance cash; and

•	certain other benefits, including severance and change of control arrangements.

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(1)	EBITDA calculated on an as-adjusted basis.

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•	there is a restatement of any of our financial statements previously filed with the SEC (regardless of whether there was any misconduct), other than those due to changes in accounting principles, and the restated financial results would have resulted in a lesser amount of performance-based compensation being paid to the executive; or

•

the executive's intentional misconduct, gross negligence or failure to report intentional misconduct or gross negligence by one of our employees (or service providers) either (i) was a contributing factor or partial factor to us having to restate any of our financial statements previously filed with the SEC or (ii) constituted fraud, bribery or any other illegal act (or contributed to another person's fraud, bribery or other illegal act), which in each case adversely impacted our finances, business and/or reputation.

•	CEO - A number of shares equal to the quotient of (i) an amount equal to six times base salary, divided by (ii) the stock price at the date of calculation.

•	Executive Vice Presidents - A number of shares equal to the quotient of (i) an amount equal to three times base salary, divided by (ii) the stock price at the date of calculation.

•	Senior Vice Presidents - A number of shares equal to the quotient of (i) an amount equal to two times base salary, divided by (ii) the stock price at the date of calculation.

•	Non-Employee Directors - A number of shares equal to the quotient of (i) an amount equal to three times the annual retainer for service on the Board (excluding retainers for committee or chair service), divided by (ii) the stock price at the date of calculation.

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(1)	Represents a one-time cash bonus payment received by Mr. Henn in connection with his commencement of employment on April 13, 2015.

(2)	Represents the fair market value of any RSUs and performance stock units (“PSUs”) awarded to the NEOs in each fiscal year, computed in accordance with FASB ASC Topic 718. The RSUs are further described under “Compensation Discussion and Analysis — 2016 Equity Awards” above, and the RSUs and PSUs are further described under “Outstanding Equity Awards at Fiscal Year End” below.

(3)

Represents the aggregate grant date fair value of stock option awards granted to the NEOs in each fiscal year, computed in each case in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 16, “Stock-Based Compensation,” to our annual consolidated financial statements for the year ended December 31, 2016, which are included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 7, 2017.

(4)

Represents the performance-based cash awards earned in each fiscal year. The performance-based cash bonus awards earned by the NEOs under the 2016 STI Plan are described under “Compensation Discussion and Analysis — 2016 Short Term Incentive Plan,” the long-term performance cash awards earned by the NEOs under the 2009 Plan are described under “Compensation Discussion and Analysis — 2016 Long Term Incentive Plan Awards” above, and both performance-based cash awards are discussed under “Grants of Plan-Based Awards” below.

(5)	There are no nonqualified deferred compensation earnings reflected in this column because no NEO received above-market or preferential earnings on such compensation.

(6)

Represents (i) payments for health, life and disability insurance premiums, (ii) medical expense reimbursements received under the Senior Management Benefit Plan, (iii) 401(k) Plan matching contributions, (iv) nonqualified deferred compensation plan contributions (only to contribute the matching contributions we would have made to the 401(k) Plan on the NEO's behalf because the NEO's contributions to the 401(k) Plan were required to be reduced pursuant to applicable 401(k) plan contribution limitations), (v) in the case of Mr. Clark only, legal expense reimbursements and (vi) in the case of Mr. Henn only, housing allowance amounts. Payments for health insurance premiums reflect the full amount paid on behalf of the NEOs rather than the portion in excess of that paid for non-executives. Prior period amounts have been revised to reflect this presentation. For a breakdown of the amounts comprising the “All Other Compensation” column, see the All Other Compensation Detail table below.

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(1)	The threshold, target and maximum amounts shown in the table correspond to the amounts the Compensation Committee determined to pay to the NEOs as performance-based cash bonuses pursuant to the 2016 STI Plan based upon the achievement of certain performance goals relating to EBITDA, revenue and various quality measures. The threshold, target and maximum amounts shown above assume

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(2)

The threshold, target, and maximum amounts shown in the table correspond to the amounts the Compensation Committee determined to pay to the NEOs as long-term performance cash awards pursuant to the 2009 Plan based upon the achievement of certain performance goals relating to EBITDA and revenue. The threshold, target and maximum amounts shown above assume threshold, target and maximum achievement, respectively, for each of the two weighted performance goals. For additional information regarding the long-term performance cash awards, see “Compensation Discussion and Analysis — 2016 Long Term Incentive Plan Awards” above. The amount of long-term performance cash actually earned by the NEOs under the 2009 Plan for achievement of the performance goals is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.  The earned long-term performance cash will vest in four equal annual installments beginning on March 29, 2017, subject to the NEOs continued service with us through each vesting date.

(3)

Represents the grant date fair value of the respective awards of stock options and RSUs, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 16, “Stock-Based Compensation,” to our annual consolidated financial statements for the year ended December 31, 2016, which are included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 7, 2017.

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(1)	Based on the closing price of our common stock of $10.13 as reported by the NYSE on December 31, 2016.

(2)	These stock options were granted under our 2005 Stock Incentive Plan (the “2005 Plan”) on November 27, 2007, with an exercise price equal to the fair market value of one of our common shares on the date of grant. For time-based stock options, the vesting commencement date was November 27, 2007.

(3)	These stock options were granted under the 2009 Plan on April 14, 2009, with an exercise price equal to the price at which shares were offered to the public in our initial public offering. The vesting commencement date was April 14, 2009.

(4)

These stock options vest as follows, subject to the NEO's continued service with us: (i) 25% of the option vests on the first anniversary of the vesting commencement date, (ii) an additional 2% of the option vests on each monthly anniversary of the vesting commencement date for the 33 months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the option vests on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date.

(5)	These stock options were granted under the 2009 Plan on August 5, 2010, with an exercise price equal to the regular session closing price of our common stock as reported by the NYSE on the date of grant. The vesting commencement date was August 5, 2010.

(6)	These stock options were granted under the 2009 Plan on March 31, 2011, with an exercise price equal to the regular session closing price of our common stock as reported by the NYSE on the date of grant. The vesting commencement date was March 31, 2011.

(7)	These options were granted under the 2009 Plan on March 30, 2012, with an exercise price equal to the regular session closing price of our common stock as reported by the NYSE on the date of grant. The vesting commencement date was March 30, 2012.

(8)	These options were granted under the 2009 Plan on March 29, 2013, with an exercise price equal to the regular session closing price of our common stock as reported by the NYSE on the date of grant. The vesting commencement date was March 29, 2013.

(9)	These options were granted under the 2009 Plan on March 29, 2014, with an exercise price equal to the regular session closing price of our common stock as reported by the NYSE on the date of grant. The vesting commencement date was March 29, 2014.

(10)	These options were granted under the 2009 Plan on March 29, 2015, with an exercise price equal to the regular session closing price of our common stock as reported by the NYSE on the date of grant. The vesting commencement date was March 29, 2015.

(11)	These options were granted under the 2009 Plan on March 29, 2016, with an exercise price equal to the regular session closing price of our common stock as reported by the NYSE on the date of grant. The vesting commencement date was March 29, 2016.

(12)	These RSUs were granted under the 2009 Plan on March 29, 2013, and 25% of the RSUs will vest and be delivered to the NEO on each anniversary of the grant date, subject to the NEO's continuing service with us through each such date.

(13)	These RSUs were granted under the 2009 Plan on March 29, 2014, and 25% of the RSUs will vest and be delivered to the NEO on each anniversary of the grant date, subject to the NEO's continuing service with us through each such date.

(14)

These PSUs were granted under the 2009 Plan on December 18, 2014, and 25% of the PSUs may be earned during each of the calendar years 2015, 2016, 2017 and 2018 based on the achievement of the applicable performance target for such calendar year. Any PSUs earned during the applicable calendar year will vest on March 15 of the following year, subject to the NEO's continued service with us through each such date.

(15)

These PSUs were granted under the 2009 Plan on March 18, 2015, and 25% of the PSUs may be earned during each of the calendar years 2015, 2016, 2017 and 2018 based on the achievement of the applicable performance target for such calendar year. Any PSUs earned during the applicable calendar year will vest on March 15 of the following year, subject to the NEO's continued service with us through each such date.

(16)	These RSUs were granted under the 2009 Plan on March 29, 2015, and 25% of the RSUs will vest and be delivered to the NEO on each anniversary of the grant date, subject to the NEO's continuing service with us through each such date.

(17)

These PSUs were granted under the 2009 Plan on March 29, 2015, and 25% of the PSUs may be earned during each of the following 12-month periods based on the achievement of the applicable performance target for such period: March 29, 2015 to March 28, 2016; March 29, 2016 to March 28, 2017; March 29, 2017 to March 28, 2018; and March 29, 2018 to March 28, 2019. Any PSUs earned during the applicable 12-month period will vest on the March 29 immediately following such period, subject to the NEO's continued service with us through each such date.

(18)	These RSUs were granted under the 2009 Plan on March 29, 2016, and 25% of the RSUs will vest and be delivered to the NEO on each anniversary of the grant date, subject to the NEO's continuing service with us through each such date.

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(19)	These RSUs were granted under the 2009 Plan on October 1, 2015, and 50% of the RSUs will vest and be delivered to the NEO on each of the first and second anniversaries of the grant date, subject to the NEO's continuing service with us through each such date.

(20)	These options were granted under the 2009 Plan on April 13, 2015, with an exercise price equal to the regular session closing price of our common stock as reported by the NYSE on the date of grant. The vesting commencement date was April 13, 2015.

(21)	These RSUs were granted under the 2009 Plan on April 13, 2015, and 25% of the RSUs will vest and be delivered to the NEO on each anniversary of the grant date, subject to the NEO's continuing service with us through each such date.

(22)

These PSUs were granted under the 2009 Plan on April 13, 2015, and 25% of the PSUs may be earned during each of the following 12-month periods based on the achievement of the applicable performance target for such period: March 29, 2015 to March 28, 2016; March 29, 2016 to March 28, 2017; March 29, 2017 to March 28, 2018; and March 29, 2018 to March 28, 2019. Any PSUs earned during the applicable 12-month period will vest on the March 29 immediately following such period, subject to the NEO's continued service with us through each such date.

(23)	These RSUs were granted under the 2009 Plan on April 13, 2015, and 50% of the RSUs will vest and be delivered to the NEO on each of the first and second anniversaries of the grant date, subject to the NEO's continuing service with us through each such date.

(1)	The value realized for a stock option exercise is determined by multiplying (i) the number of shares acquired upon exercise by (ii) the difference between the market price of the shares at exercise and the exercise price of the stock option.

(2)	The value realized upon vesting of RSUs is determined by multiplying (i) the number of shares vested by (ii) the market price of the shares at vesting.

(1)	The term of each employment agreement will automatically extend for an additional year upon the end of the initial term and thereafter on each anniversary unless either party timely gives notice that such party no longer wishes to extend the agreement.

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(2)

This column shows the annual base salary set forth in the respective employment agreements, which salary may be periodically reviewed and increased by the Board in its discretion, or decreased with such executive's written consent. As described in “Compensation Discussion and Analysis — 2016 Annual Base Salaries” above, the annual base salaries for Messrs. Clark, Royal and Henn for 2016 were $725,000, $375,000 and $415,000, respectively, as approved by the Compensation Committee in December 2015.

(3)

The respective employment agreements for Messrs. Clark, Royal and Henn provide that such executive will be eligible for an annual discretionary incentive bonus based on the attainment of certain performance criteria. Each employment agreement provides for a target bonus amount as a percentage of annual salary, which target percentage is reflected in this column. The actual bonus paid may be more or less than the target amount, as determined by the Board or the Compensation Committee. If such executive's employment is terminated other than for “Cause” (as defined in such executive's employment agreement), such executive will be eligible to receive his annual cash bonus for the prior fiscal year to the extent such bonus has not yet been paid. In addition, upon any termination of Mr. Clark's employment other than for Cause, Mr. Clark will be eligible to be paid a pro-rata portion of his annual cash bonus for the fiscal year of termination based on the percentage of time he was employed in such fiscal year. As described in “Compensation Discussion and Analysis — 2016 Short Term Incentive Plan” above, the annual target bonuses for Messrs. Clark, Royal and Henn for 2016 were 100%, 50% and 75%, respectively, pursuant to the terms of their respective employment agreements.

(4)

For information regarding severance and other payments that Messrs. Clark, Royal and Henn may receive under their respective employment agreements in the event of a termination of employment and/or a change of control, see “Potential Payments upon Termination and Change of Control” below. If such executive receives payments that are subject to golden parachute excise taxes, then such payments will be reduced to a level that would not subject such executive to golden parachute excise taxes unless, after comparing the value of the payments on an after-tax basis (including the golden parachute excise tax), such executive would be in a better economic position by receiving all such payments.

(5)	Pursuant to his employment agreement, we are obligated to provide Mr. Clark with life insurance with a face amount not less than $1,450,000. Mr. Clark was also eligible to receive up to $15,000 in legal fees incurred in connection with the review and subsequent execution of his employment agreement.

(6)	Pursuant to his employment agreement, we provided Mr. Royal with a signing bonus of restricted stock units with a grant date fair value equal to $250,000.

(7)	Pursuant to his employment agreement, we provided Mr. Henn with a one-time cash payment equal to $500,000 and restricted stock units with a grant date fair value equal to $500,000. The employment agreement also requires us to provide Mr. Henn with an annual housing allowance of $65,000 for the three-year period following the effective date of the agreement.

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(1)

“Change of Control” generally means any of the following events: (i) the acquisition by an individual, entity or group (other than us or any of our employee benefit plans or Warburg Pincus and its affiliated entities and investment funds) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of securities representing more than 50% of the voting securities of the company entitled to vote generally in the election of directors, determined on a fully-diluted basis (unless a majority of the holders of company voting securities immediately prior to such acquisition retain directly or through ownership of one or more holding companies, immediately following such acquisition, a majority of the voting securities entitled to vote generally in the election of directors of the successor entity); (ii) the sale, transfer or other disposition of 50% or more of our assets to one or more unaffiliated individual(s), entities or groups; or (iii) when a majority of the members of the Board are not “company directors,” which term means: (a) individuals who, as of a specified date, were directors of the company; (b) individuals elected as directors of the company after such date for whose election proxies were solicited by the Board, or (c) individuals appointed to the Board after such date to fill vacancies caused by death or resignation (but not by removal) or to fill newly created directorships. A transaction does not constitute a Change of Control if its sole purpose is to change the state of the company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the company's securities immediately before such transaction.

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(2)

For Messrs. Clark, Royal and Henn, “Cause” generally means the occurrence of one or more of the following: (i) conviction of, or a plea of guilty or nolo contendere to, a felony or other crime (except for misdemeanors which are not materially injurious to our business or reputation or the business or reputation of our affiliates); (ii) willful refusal to perform in any material respect such executive's duties and responsibilities for us or our affiliates or failure to comply in any material respect with the terms of such executive's agreements with us and our policies and procedures if such refusal or failure causes or reasonably expects to cause injury to us or our affiliates; (iii) fraud or other illegal conduct in such executive's performance of duties for us or our affiliates; or (iv) any conduct by such executive which is materially injurious to us, our affiliates, our business reputation or the business reputation of our affiliates. For Dr. McAuliffe and Ms. Thompson, “Cause” has the same meaning except that subsection (ii) does not require that the willful refusal to perform cause or reasonable expect to cause injury to us or our affiliates in order to find “Cause.”

(3)

For Messrs. Clark, Royal and Henn, “Good Reason” generally means any of the following events: (i) a material diminution in his responsibilities, duties or authority; (ii) a material diminution in his base salary or annual target bonus amount; (iii) relocation of his workplace to a location that is more than 30 miles away from the work location specified in his employment agreement; (iv) our failure to extend the expiration date of his employment agreement; or (v) our material breach of a material provision of his employment agreement. For Dr. McAuliffe and Ms. Thompson, “Good Reason” generally means any of the following events: (a) a material diminution in her annual base salary; (b) a material diminution in her authorities, duties, responsibilities or reporting structure; (c) notification of a material change in her geographic work location; or (d) our material breach of her Severance Agreement.

(4)

For Messrs. Clark, Royal and Henn, “Disability” generally means that the NEO is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. For Dr. McAuliffe and Ms. Thompson, “Disability” generally means she is classified as disabled under a long-term disability policy maintained by us or, if no such policy applies, she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(5)	Upon the consummation of a Change of Control, 50% of Mr. Clark's outstanding time-based equity awards will become vested in accordance with the terms of his employment agreement.

(6)

Upon the consummation of a Change of Control, if the price of one share of common stock as reflected in the Change of Control transaction equals or exceeds the stock price performance goal for any one or more performance periods ending after the closing of the corporate transaction, the PSUs subject to earning based on the achievement of that or those stock price performance goals will become fully vested in accordance with the terms of the NEO's PSU award agreement. The amount shown assumes the price per share paid in the Change of Control transaction exceeds the stock price performance goals for outstanding PSUs.

(7)	Upon the consummation of a Change of Control, 50% of the NEO's then unvested time-based stock options will become vested in accordance with the terms of his employment agreement.

(8)	Upon the consummation of a Change of Control, 100% of the RSUs granted to Mr. Royal on October 1, 2015 will become vested in accordance with the terms of his employment agreement.

(9)	Upon the consummation of a Change of Control, 50% of the unvested portion of each time-based stock option awarded to the NEO on March 30, 2012, March 29, 2013, March 29, 2014 and March 29, 2015, will become vested in accordance with the terms of the applicable stock option agreement.

(10)

If Mr. Clark's employment is terminated by us without Cause or by Mr. Clark for Good Reason (and other than for death or Disability), then Mr. Clark will receive, pursuant to his employment agreement, (i) cash payments equal in the aggregate to two times the sum of his annual base salary and annual target bonus, payable in equal bi-weekly installments over the 24-month period following his termination date; (ii) reimbursement of premium payments for continuation coverage under a company-sponsored group medical plan for up to 24 months following termination (with such reimbursement to be equal to the subsidy provided by the company to active employees who participate in the same group medical insurance plan), provided that such benefit will terminate immediately if he is offered comparable coverage in connection with his employment by another employer; (iii) accelerated vesting of outstanding time-based equity awards as if his service had terminated one year later; (iv) a lump sum cash payment equal to the pro-rata portion of his annual cash bonus for the fiscal year of termination based on the percentage of time he was employed in such fiscal year, payable at the same time the company pays annual cash bonuses to other members of senior management; and (v) his annual bonus for the completed fiscal year prior to the year of termination, if not already paid. Mr. Clark's receipt of such severance benefits is conditioned upon him providing us with a release of claims against us, our affiliates and related parties, and his compliance with certain non-disparagement, non-solicitation and confidentiality requirements set forth in his employment agreement. No amount is included for Mr. Clark's PSUs because they remain subject to performance requirements even after the triggering event occurs.

(11)

If Mr. Royal's employment is terminated by us without Cause or by Mr. Royal for Good Reason (and other than for death or Disability), then Mr. Royal will receive, pursuant to his employment agreement, (i) cash payments equal in the aggregate to one times the sum of his annual base salary and annual target bonus, payable in equal bi-weekly installments over the 12-month period following his termination date; (ii) reimbursement of premium payments for continuation coverage under a company-sponsored group medical plan for up to 12 months following termination (with such reimbursement to be equal to the subsidy provided by the company to active employees who participate in the same group medical insurance plan), provided that such benefit will terminate immediately if he is offered comparable coverage in connection with his employment by another employer; (iii) full vesting acceleration of the RSUs granted to him on October 1, 2015, (iv) accelerated vesting of all other outstanding time-based equity awards as if his service had

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(12)

If Mr. Henn's employment is terminated by us without Cause or by Mr. Henn for Good Reason (and other than for death or Disability), then Mr. Henn will receive, pursuant to his employment agreement, (i) cash payments equal in the aggregate to one and one-half times the sum of his annual base salary and annual target bonus, payable in equal bi-weekly installments over the 18-month period following his termination date; (ii) reimbursement of premium payments for continuation coverage under a company-sponsored group medical plan for up to 18 months following termination (with such reimbursement to be equal to the subsidy provided by the company to active employees who participate in the same group medical insurance plan), provided that such benefit will terminate immediately if he is offered comparable coverage in connection with his employment by another employer; (iii) full vesting acceleration of the RSUs granted to him as a one-time sign-on bonus on April 13, 2015, (iv) accelerated vesting of all other outstanding time-based equity awards as if his service had terminated one year later; and (v) his annual bonus for the completed fiscal year prior to the year of termination, if not already paid. Mr. Henn's receipt of such severance benefits is conditioned upon him providing us with a release of claims against us, our affiliates and related parties, and his compliance with certain non-disparagement, non-solicitation and confidentiality requirements set forth in his employment agreement.

(13)

If Dr. McAuliffe's employment is terminated by us without Cause or by Dr. McAuliffe for Good Reason (and other than for death or Disability), then Dr. McAuliffe will receive, pursuant to the Amended and Restated Executive Severance Plan and the Severance Agreement executed by Dr. McAuliffe thereunder, (i) cash payments equal in the aggregate to one times her annual base salary, payable in equal bi-weekly installments over the 12-month period following her termination date; (ii) company-paid medical, dental and life insurance premiums for up to 12 months following termination, provided that such benefit will terminate immediately if she is offered comparable coverage in connection with new employment; and (iii) a lump sum cash payment equal to the pro-rata portion of her annual cash bonus for the fiscal year of termination based on the percentage of time she was employed in such fiscal year, payable at the same time the company pays annual cash bonuses to other members of senior management. Dr. McAuliffe's receipt of such severance benefits is conditioned upon her providing us with a release of claims against us, our affiliates and related parties, and her compliance with certain non-disparagement, non-solicitation and confidentiality requirements set forth in her Severance Agreement.

(14)

If Ms. Thompson employment is terminated by us without Cause or by Ms. Thompson for Good Reason (and other than for death or Disability), then Ms. Thompson will receive, pursuant to the Amended and Restated Executive Severance Plan and the Severance Agreement executed by Ms. Thompson thereunder, (i) cash payments equal in the aggregate to one times her annual base salary, payable in equal bi-weekly installments over the 12-month period following her termination date; (ii) company-paid medical, dental and life insurance premiums for up to 12 months following termination, provided that such benefit will terminate immediately if she is offered comparable coverage in connection with new employment; and (iii) a lump sum cash payment equal to the pro-rata portion of her annual cash bonus for the fiscal year of termination based on the percentage of time she was employed in such fiscal year, payable at the same time the company pays annual cash bonuses to other members of senior management. Ms. Thompson's receipt of such severance benefits is conditioned upon her providing us with a release of claims against us, our affiliates and related parties, and her compliance with certain non-disparagement, non-solicitation and confidentiality requirements set forth in her Severance Agreement.

(15)

If Mr. Clark's employment is terminated by us without Cause or by Mr. Clark for Good Reason within 24 months after a Change of Control (and other than for death or Disability), then pursuant to his employment agreement Mr. Clark will receive the severance benefits described in footnote (10) above, except that he will receive full vesting acceleration of all outstanding time-based equity awards as of his termination date.

(16)

If Mr. Royal's employment is terminated by us without Cause or by Mr. Royal for Good Reason within 24 months after a Change of Control (and other than for death or Disability), then pursuant to his employment agreement Mr. Royal will receive the severance benefits described in footnote (11) above, except that he will receive full vesting acceleration of all outstanding time-based equity awards as of his termination date.

(17)

If Mr. Henn's employment is terminated by us without Cause or by Mr. Henn for Good Reason within 24 months after a Change of Control (and other than for death or Disability), then pursuant to his employment agreement Mr. Henn will receive the severance benefits described in footnote (12) above, except that he will receive full vesting acceleration of all outstanding time-based equity awards as of his termination date.

(18)

If Dr. McAuliffe's employment is terminated by us without Cause or by Dr. McAuliffe for Good Reason within 24 months after a Change of Control (and other than for death or Disability), then pursuant to the Amended and Restated Executive Severance Plan and the Severance Agreement executed by Dr. McAuliffe thereunder, in addition to the severance benefits described in footnote (13) above, Dr. McAuliffe will receive full vesting acceleration of all outstanding time-based equity awards as of her termination date.

(19)

If Ms. Thompson's employment is terminated by us without Cause or by Ms. Thompson for Good Reason within 24 months after a Change of Control (and other than for death or Disability), then pursuant to the Amended and Restated Executive Severance Plan and the Severance Agreement executed by Ms. Thompson thereunder, in addition to the severance benefits described in footnote (14) above, Ms. Thompson will receive full vesting acceleration of all outstanding time-based equity awards as of her termination date.

(20)	If Mr. Clark's employment is terminated due to his death or Disability, then pursuant to his employment agreement (i) his outstanding time-based equity awards will vest as if his termination date had occurred one year later; (ii) he or his estate, as applicable, will receive

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(21)

If the NEO's employment is terminated due to his death or Disability, then pursuant to his employment agreement (i) his outstanding unvested time-based equity awards will vest as if his termination date had occurred one year later; (ii) he or his estate, as applicable, will receive six monthly installments of his base salary; and (iii) he or his dependents, as applicable, will receive company-paid medical benefits for a period of six months following the date of his termination.

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(1)

For more information regarding the material terms of the Deferred Compensation Plan, including the types of compensation permitted to be deferred and any limitations on the extent to which deferral is permitted, as well as material terms with respect to payouts, withdrawals and other distributions, see “Compensation Discussion and Analysis — Employee Benefits and Perquisites — Nonqualified Deferred Compensation Plan” above. There are no nonqualified deferred compensation earnings reflected in the Summary Compensation Table above because no NEO received above-market or preferential earnings on such compensation.

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(1)

Audit Fees consist of the aggregate fees billed for 2016 and 2015 for professional services rendered for the audit of our annual consolidated financial statements and the review of consolidated financial statements included in our quarterly reports, or professional services rendered in connection with our filing of various registration statements or otherwise normally provided by PwC in connection with statutory and regulatory filings or engagements.

(2)

Audit-Related Fees consist of the aggregate fees billed in 2016 and 2015 for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under Audit Fees. Such fees primarily related to auditing unusual transactions, compliance advice regarding Section 404 of the Sarbanes-Oxley Act of 2002 and assurance related to information technology.

(3)	Tax Fees consist of the aggregate fees billed in 2016 and 2015 for professional services rendered for tax compliance, responses to tax audits, tax advice and tax planning. Such fees primarily related to federal and state tax compliance, planning and consulting.

(4)	All Other Fees consist of the aggregate fees billed in 2016 and 2015 for products and services other than the services reported under Audit Fees, Audit-Related Fees or Tax Fees. Such fees related to a subscription for accounting software.

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•	The deletion of Section 4(c) of the 2009 Plan so that the buyout of previously granted awards will no longer be permitted;

•	The addition of new provisions that specifically prohibit the repricing of options and stock appreciation rights without stockholder approval;

•	The addition of a new provision that expressly prohibits the payment of dividend equivalents granted in connection with any award that vests or is earned based upon the satisfaction of performance conditions, unless and until the award vests or is earned by satisfaction of the applicable performance conditions; and

•	The extension of the plan termination date from March 3, 2019 to May 10, 2027.

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(1)	No dollar value is included for shares subject to options because the option exercise prices are in excess of $10.13 per share, the fair market value of our common stock as reported by the NYSE on December 31, 2016.

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•	every year;

•	every two years; or

•	every three years.”

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(1)	Consists of the 2005 Plan, the 2009 Plan and our Employee Stock Purchase Plan.

(2)

The 2009 Plan provides for an annual increase in the number of shares available for issuance thereunder on January 1, 2010 and on each subsequent January 1 through and including January 1, 2019, in an amount equal to the least of (i) two percent (2%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, (ii) 1,300,000 shares of our common stock or (iii) such lesser amount as the Board may determine. Consistent with the 2013 amendment and restatement of the 2009 Plan, the number of shares available for issuance pursuant to the 2009 Plan will also increase on a one-for-one basis for each stock option previously issued pursuant to the 2005 Plan that, in the future, expires or terminates without having been exercised in full or is forfeited to or repurchased by the Company, provided that the maximum number of shares to be added to the 2009 Plan from the 2005 Plan is 2,038,683 shares. Our Employee Stock Purchase Plan provides for an annual increase in the number of shares available for issuance thereunder on January 1, 2010 and on each subsequent January 1 through and including January 1, 2019, in an amount equal to the least of (a) one percent (1%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, (b) 400,000 shares of our common stock or (c) such lesser amount as the Board or Compensation Committee may determine.

(3)	Includes 2,135,977 shares of common stock issuable upon the vesting of outstanding RSUs and PSUs, which entitle the holder thereof to one share of common stock for each unit that vests over the holder's period of continued service.

(4)	Calculated taking into account the 2,135,977 shares of common stock issuable upon the vesting of outstanding RSUs and PSUs without the payment of any exercise price.

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SECTION 1.	INTRODUCTION.

SECTION 2.	DEFINITIONS.

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