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  Exhibit 10.12    
    


Stock Option No.             


 BRIDGEPOINT EDUCATION, INC.,

2005 STOCK INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT  


        You have been granted the following option to purchase common stock of Bridgepoint Education, Inc. (the "Company"): 



			
	Name of Optionee:	 	







 
	
Total Number of Shares Granted:	
 	







  ("Optioned Stock")
	
Type of Option:	
 	
o  Incentive Stock Option
	

 	
 	
o  Non-Statutory Stock Option
	
Exercise Price Per Share:	
 	








 
	
Date of Grant:	
 	








 
	
Date Exercisable:	
 	
Subject to Optionee's continued Service, as defined in Section 5 herein, Optionee's options shall vest as to (i) 25% of the Shares underlying such options on the one-year anniversary of the vesting
commencement date, (ii) as to an additional 2% of the Shares underlying such options on each monthly anniversary of the vesting commencement date over the subsequent 33-month period following such one-year anniversary of the vesting commencement
date, and (iii) an additional 3% of the Shares underlying such options on each of the 46th, 47th and 48th monthly anniversary of the vesting commencement date; provided, however, in the event that
Optionee's Service is terminated by the Company without Cause or as a result of his or her death or Disability, on the date of such termination, an additional number of options shall vest equal to the number of options that would otherwise have
vested (solely as a result of the passage of time) within the 12-month period immediately following the date of such termination.
	
Vesting Commencement Date:	
 	








 
	
Expiration Date:	
 	








 





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By
your signature and the signature of the Company's representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of this Notice of Stock
Option Grant, the Stock Option Agreement, and the Bridgepoint Education, Inc. 2005 Stock Incentive Plan, both of which are attached to and made a part of this document. 



							
	 OPTIONEE	 	BRIDGEPOINT EDUCATION, INC.
	
 By:	
 	








 	
 	
By:	
 	
  






 
	Name:	 	Name:

Title:
	






  Social Security Number	
 	

 	
 	

 





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  BRIDGEPOINT EDUCATION, INC.

2005 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT  


        1.    Definitions.    Unless otherwise defined herein, the terms defined in the Bridgepoint Education, Inc.
2005 Stock Incentive Plan (the "Plan") shall have the same defined meanings in this Stock Option Agreement. 


        2.    Grant of Options.    Pursuant to the terms and conditions set forth in the Notice of Stock Option Grant attached
hereto, this Agreement, and the Plan, Bridgepoint Education, Inc. (the "Company") grants to the optionee named in the Notice of Stock Option Grant ("Optionee") on the date of grant set forth in
the Notice of Stock Option Grant ("Date of Grant") the options to purchase, at the exercise price set forth in the Notice of Stock Option Grant ("Exercise Price"), the number of Shares set forth in
the Notice of Stock Option Grant. These options are intended to be Incentive Stock Options or Non-Statutory Stock Options, as provided in the Notice of Stock Option Grant. 


        3.    Exercise of Options.    Subject to the other conditions set forth in this Agreement, all or part of these
options may be exercised prior to their expiration at the time or times set forth in the Notice of Stock Option Grant; provided, however, the Optionee shall cease vesting in these options on the
Optionee's Termination Date. These options may also become exercisable in accordance with Section 21 below. Notwithstanding anything herein to the contrary, these options may not be exercised
until the stockholders of the Company have approved the Plan in accordance with Section 18 of the Plan. If the stockholders of the Company do not approve the Plan within the 12 months
provided for in Section 18 of the Plan, then these options shall terminate as of the end of such 12 month period. 


        4.    Expiration of Options.    Subject to the provisions of Section 5 hereof, these option shall expire and
all rights to purchase Shares hereunder shall cease on the date set forth in the Notice of Stock Option Grant ("Expiration Date"). 


        5.    Termination of Options.    In the event that the Optionee's Service terminates for any reason other than due to
a Disability, death, or Cause, these options shall expire on the date that is three months following the Optionee's Termination Date, unless these options would expire pursuant to Section 4 at
an earlier date in which case these options will expire on the earlier Expiration Date. In the event that the Optionee's Service terminates due to a Disability, these options shall expire on the date
that is 12 months following the Optionee's Termination Date, unless these options would expire pursuant to Section 4 at an earlier date in which case these options will expire on the
earlier Expiration Date. In the event that the Optionee should die while in Service, these options shall expire on the date that is 12 months after the Optionee's death, unless these options
would expire pursuant to Section 4 at an earlier date in which case these options will expire on the earlier Expiration Date. In the event that the Optionee's Service terminates for Cause,
these options shall terminate on the Termination Date. 


        6.    Non-transferability of Options.    These options shall be non-transferable by the
Optionee other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the Optionee only by the Optionee, or as to Non-Statutory Stock
Options also, by the Optionee's guardian or legal representative. After the death of the Optionee, these options may be exercised prior to their termination by the Optionee's legal representative,
heir or legatee, to the extent permitted in the Plan. Upon any attempt to sell, transfer, assign, pledge, hypothecate or otherwise dispose of this option (a "Transfer"), or of any right or privilege
conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, these options and
the rights and privileges conferred hereby shall immediately become null and void. Until written notice of any permitted passage of rights under these options shall have been given to and received by
the Secretary of the Company, the Company may, for all purposes, regard the Optionee as the holder of these options. 


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        7.    Method of Exercise.    The rights granted under this Agreement may be exercised by the Optionee, or by the
person or persons to whom the Optionee's rights under this Agreement shall have passed under the provisions of Section 6 hereof, by delivering to the Company in care of its Secretary at the
Company's principal office, written notice of the number of Shares with respect to which the rights are being exercised, accompanied by this Agreement for appropriate endorsement by the Company, such
investment letter as may be required by Section 14 hereof, executed Stockholders Agreement described in Section 8 below, payment of the exercise price, and such other representations and
agreements as may be required by the Administrator. The exercise price may be paid in cash, check, or consideration received by the Company under a broker assisted sale and remittance program
acceptable to the Administrator. 


        8.    Stockholders Agreement.    Notwithstanding any other provision of this Agreement to the contrary, the initial
exercise of these options shall be further conditioned upon the execution and delivery by the Optionee and, if applicable, his/her spouse, of the Stockholders Agreement (in the form attached hereto as
Exhibit A), to the extent not already a party thereto. This provision shall terminate in the event of a Qualified Public Offering. 


        9.    Regulatory Compliance.    The issue and sale of Common Stock pursuant to this Agreement shall be subject to full
compliance with all then applicable requirements of law and the requirements of any stock exchange or interdealer quotation system upon which the Common Stock may be listed or traded. 


        10.    Legends.    The certificates evidencing the Common Stock issued upon exercise of these options, if any, shall
bear the following legend, if applicable, at the time of exercise: 




THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE AND MAY BE OFFERED AND
SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 





In
addition, each certificate evidencing the Common Stock issued upon exercise of these options, if any, shall be endorsed with the following legend: 




THE
SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT BETWEEN BRIDGEPOINT EDUCATION, INC., A DELAWARE CORPORATION (THE "COMPANY"), THE HOLDER OF THE SHARES
REPRESENTED BY THIS CERTIFICATE, AND CERTAIN OTHER INVESTORS. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. 





        11.    Modification and Termination.    The rights of the Optionee are subject to modification and termination in
certain events, as provided in the Plan. 


        12.    Withholding Tax.    As a condition to the exercise of these options, the Optionee shall make such arrangements
as the Administrator may require for the satisfaction of any federal, state and local income, and employment tax withholding requirements that may arise in connection with such exercise. The Optionee
shall also make such arrangements as the Administrator may require for the satisfaction of any federal, state and local income, and employment tax withholding requirements that may arise in connection
with the disposition of Shares purchased by exercising these options. The Optionee shall pay to the Company an amount equal to the withholding amount (or the Company may withhold such amount from the
Optionee's salary) in cash or check. At the Administrator's election, the Optionee may pay the withholding amount with Shares (including previously vested Optioned Stock); provided, however, that
payment in Stock shall be limited to the withholding amount calculated using the 


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minimum
statutory withholding rates interpreted in accordance with applicable accounting requirements, or consideration received by the Company under a broker assisted sale and remittance program
acceptable to the Administrator. 


        13.    Holder of Shares.    Neither the Optionee nor the Optionee's legal representative, legatee or distributee shall
be, or be deemed to be, a holder of any Shares subject to these options unless and until such person has been issued a certificate or certificates therefor. No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock certificate or certificates are so issued. 


        14.    Investment Covenant.    The Optionee represents and agrees that if the Optionee exercises these options in
whole or in part at a time when there is not in effect under the Act, a registration statement relating to the Shares issuable upon exercise hereof and there is not available for delivery a prospectus
meeting the requirements of Section 10(a)(3) of such Act, (i) the Optionee will acquire the Shares upon such exercise for the purpose of investment and not with a view to the
distribution thereof, (ii) if requested by the Company, upon such exercise of these options, the Optionee will furnish to the Company an investment letter in form acceptable to it,
(iii) if requested by the Company, prior to selling or offering for sale any such Shares, the Optionee will furnish the Company with an opinion of counsel satisfactory to it to the effect that
such sale may lawfully be made and will furnish it with such certificates as to factual matters as it may reasonably request, and (iv) certificates representing such shares may be marked with
an appropriate legend describing such conditions precedent to sale or transfer. Any person or persons entitled to exercise these options under the provision of Section 6 hereof shall furnish to
the Company letters, opinions, and certificates to the same effect as would otherwise be required of the Optionee. 


        15.    Nondisclosure.    Optionee acknowledges that the grant and terms of these options are confidential and may not
be disclosed by Optionee to any other person, including other employees of the Company and other participants in the Plan, without the express written consent of the Company's President.
Notwithstanding the foregoing, the Optionee may disclose the grant and terms of these options to the Optionee's family member, financial advisor, and attorney. Any breach of this provision will be
deemed to be a material breach of this Agreement. 


        16.    Governing Law.    This Agreement shall be governed by and interpreted in accordance with the internal laws of
the State of Delaware. 


        17.    Successors.    This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
legal representatives, heirs, and permitted successors and assigns. 



        18.    Plan.    This Agreement is subject to all of the terms and provisions of the Plan, receipt of a copy of which
is hereby acknowledged by the Optionee. The Optionee further acknowledges receipt of a copy of the Stockholders Agreement. The Optionee hereby agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Administrator upon any questions arising under the Plan, this Agreement, and Notice of Stock Option Grant. 


        19.    Rights to Future Employment.    These options do not confer upon the Optionee any right to continue in the
Service of the Company or any Affiliate, nor does it limit the right of the Company to terminate the Service of the Optionee at any time. 


        20.    Market Stand-Off.    In connection with any underwritten public offering by the Company of its
equity securities pursuant to an effective registration statement filed under the Act, including the Company's initial public offering, the Optionee shall not directly or indirectly sell, make any
short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its underwriters. Such
restriction (the "Market 


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Stand-Off")
shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event,
however, shall such period exceed 180 days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or
a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed
with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order
to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable
stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section. This Section shall not apply to Shares registered in the public offering
under the Act, and the Optionee shall be subject to this Section only if the directors and officers of the Company are subject to similar arrangements. 



        21.    Merger, Consolidation, Reorganization, Liquidation, Etc.    If the Company shall become a party to any
corporate reorganization, merger, liquidation, spinoff, or agreement for the sale of substantially all of its assets and property, the Board shall attempt to make appropriate arrangements, which shall
be binding upon the Optionee, for the substitution of new options for any unexpired options then outstanding under this Agreement, or for the assumption of any such unexpired options, to the end that
the Optionee's proportionate interest shall be maintained as before the occurrence of such event. If the options granted hereunder are not substituted or assumed, then the options shall fully vest and
become exercisable on the date that immediately precedes the effective date of such event, and the Administrator shall notify the Optionee of their options' exercisability at least 21 days
prior to the effective date of such event so that the Optionee can decide whether to exercise the options on the date that immediately precedes the effective date of the event. Effective on the
effective date of such event all unexercised options shall terminate. Notwithstanding the foregoing, the Company may cancel all outstanding options effective as of the date of the applicable
transaction and deliver to Optionee in lieu thereof the difference between the Fair Market Value of a Share on the date of the applicable transaction and the Exercise Price, multiplied by the number
of vested Shares that Optionee would have received had Optionee exercised the Option. For purposes of the preceding sentence, Optionee shall be deemed to be vested in a Share if such Share is not
subject to the Company's right to repurchase at its Exercise Price. Notwithstanding anything in this Agreement to the contrary, unless Section 280G Approval, as defined below, has been
obtained, no acceleration of vesting or payment shall occur under this Section 21 to the extent that such acceleration or payment would, after taking into account any other payments in the
nature of compensation to which the Optionee would have a right to receive from the Company and any other Person contingent upon the occurrence of such Change in Control, result in a "parachute
payment" as defined in Section 280G(b)(2) of the Code. "Section 280G Approval" shall mean the stockholder approval obtained in compliance with the requirements of Code
Section 280G(b)(5)(B), as amended, and any successor thereof, and the regulations or proposed regulations promulgated thereunder, as determined by the Board in its sole discretion. 



        22.    Entire Agreement.    The Notice of Stock Option Grant, this Agreement, and the Plan constitute the entire
contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or
implied) which relate to the subject matter hereof. 


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Exhibit 10.12