Grand Canyon Education, Inc.
For the period ended Jun 10, 2026. Filed Apr 23, 2026.
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Jun 10, 2026 · Filed Apr 23, 2026
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Contents
APPENDIX A
GRAND CANYON EDUCATION, INC.
2026 EQUITY INCENTIVE PLAN
| · · Page | |||
|---|---|---|---|
| · · | |||
| 1. · Establishment, Purpose and Term of Plan. · A-1 | |||
| | 1.1 | Establishment | A-1 |
| | 1.2 | Purpose | A-1 |
| | 1.3 | Term of Plan | A-1 |
| 2. | Definitions and Construction. | A-1 | |
| | 2.1 | Definitions | A-1 |
| | 2.2 | Construction | A-7 |
| 3. | Administration. | A-7 | |
| | 3.1 | Administration by the Committee | A-7 |
| | 3.2 | Authority of Officers | A-7 |
| | 3.3 | Administration with Respect to Insiders | A-8 |
| | 3.4 | Powers of the Committee | A-8 |
| | 3.5 | Option or SAR Repricing | A-8 |
| | 3.6 | Indemnification | A-9 |
| | 3.7 | Dividends and Dividend Equivalent Rights | A-9 |
| 4. | Shares Subject to Plan. | A-9 | |
| | 4.1 | Maximum Number of Shares Issuable | A-9 |
| | 4.2 | Adjustment for Unissued or Forfeited Predecessor Plan Shares | A-9 |
| | 4.3 | Share Counting | A-10 |
| | 4.4 | Adjustments for Changes in Capital Structure | A-10 |
| | 4.5 | Assumption or Substitution of Awards | A-10 |
| 5. | Eligibility, Participation and Award Limitations. | A-10 | |
| | 5.1 | Persons Eligible for Awards | A-10 |
| | 5.2 | Participation in the Plan | A-11 |
| | 5.3 | Incentive Stock Option Limitations. | A-11 |
| | 5.4 | Nonemployee Director Award Limit | A-11 |
| | 5.5 | Minimum Vesting | A-11 |
| 6. | Stock Options. | A-12 | |
| | 6.1 | Exercise Price | A-12 |
| | 6.2 | Exercisability and Term of Options | A-12 |
| | 6.3 | Payment of Exercise Price. | A-12 |
| | 6.4 | Effect of Termination of Service. | A-13 |
| | 6.5 | Transferability of Options | A-14 |
| 7. | Stock Appreciation Rights. | A-14 | |
| | 7.1 | Types of SARs Authorized | A-14 |
| | 7.2 | Exercise Price | A-14 |
| | 7.3 | Exercisability and Term of SARs. | A-14 |
| | 7.4 | Exercise of SARs | A-15 |
| | 7.5 | Deemed Exercise of SARs | A-15 |
| | 7.6 | Effect of Termination of Service | A-15 |
A-i
(continued)
| · · Page | |||
|---|---|---|---|
| | 7.7 | Transferability of SARs | A-15 |
| 8. | Restricted Stock Awards. | A-15 | |
| | 8.1 | Types of Restricted Stock Awards Authorized | A-15 |
| | 8.2 | Purchase Price | A-15 |
| | 8.3 | Purchase Period | A-16 |
| | 8.4 | Payment of Purchase Price | A-16 |
| | 8.5 | Vesting and Restrictions on Transfer | A-16 |
| | 8.6 | Voting Rights; Dividends and Distributions | A-16 |
| | 8.7 | Effect of Termination of Service | A-16 |
| | 8.8 | Nontransferability of Restricted Stock Award Rights | A-16 |
| 9. | Restricted Stock Units. | A-17 | |
| | 9.1 | Grant of Restricted Stock Unit Awards | A-17 |
| | 9.2 | Purchase Price | A-17 |
| | 9.3 | Vesting | A-17 |
| | 9.4 | Voting Rights, Dividend Equivalent Rights and Distributions | A-17 |
| | 9.5 | Effect of Termination of Service | A-18 |
| | 9.6 | Settlement of Restricted Stock Unit Awards | A-18 |
| | 9.7 | Nontransferability of Restricted Stock Unit Awards | A-18 |
| 10. | Performance Awards. | A-18 | |
| | 10.1 | Types of Performance Awards Authorized | A-18 |
| | 10.2 | Initial Value of Performance Shares and Performance Units | A-18 |
| | 10.3 | Establishment of Performance Period, Performance Goals and Performance Award Formula | A-18 |
| | 10.4 | Measurement of Performance Goals | A-19 |
| | 10.5 | Settlement of Performance Awards. | A-19 |
| | 10.6 | Voting Rights; Dividend Equivalent Rights and Distributions | A-20 |
| | 10.7 | Effect of Termination of Service | A-21 |
| | 10.8 | Nontransferability of Performance Awards | A-21 |
| 11. | Cash-Based Awards and Other Stock-Based Awards. | A-21 | |
| | 11.1 | Grant of Cash-Based Awards | A-21 |
| | 11.2 | Grant of Other Stock-Based Awards | A-21 |
| | 11.3 | Value of Cash-Based and Other Stock-Based Awards | A-21 |
| | 11.4 | Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards | A-22 |
| | 11.5 | Voting Rights; Dividend Equivalent Rights and Distributions | A-22 |
| | 11.6 | Effect of Termination of Service | A-22 |
| | 11.7 | Nontransferability of Cash-Based Awards and Other Stock-Based Awards | A-22 |
| 12. | Standard Forms of Award Agreement. | A-22 | |
| | 12.1 | Award Agreements | A-22 |
| | 12.2 | Authority to Vary Terms | A-22 |
| 13. | Change in Control. | A-23 | |
| | 13.1 | Effect of Change in Control on Nonemployee Director Awards | A-23 |
| | 13.2 | Effect of Change in Control on Awards | A-23 |
| | 13.3 | Federal Excise Tax Under Section 4999 of the Code. | A-24 |
A-ii
(continued)
| · · Page | |||
|---|---|---|---|
| 14. · Compliance with Securities Law. · A-24 | |||
| 15. · Compliance with Section 409A. · A-25 | |||
| | 15.1 | Awards Subject to Section 409A | A-25 |
| | 15.2 | Deferral and/or Distribution Elections | A-25 |
| | 15.3 | Subsequent Elections | A-25 |
| | 15.4 | Payment of Section 409A Deferred Compensation. | A-26 |
| 16. | Tax Withholding. | A-27 | |
| | 16.1 | Tax Withholding in General | A-27 |
| | 16.2 | Withholding in or Directed Sale of Shares | A-28 |
| 17. | Amendment, Suspension or Termination of Plan. | A-28 | |
| 18. | Miscellaneous Provisions. | A-28 | |
| | 18.1 | Repurchase Rights | A-28 |
| | 18.2 | Forfeiture Events. | A-28 |
| | 18.3 | Provision of Information | A-29 |
| | 18.4 | Rights as Employee, Consultant or Director | A-29 |
| | 18.5 | Rights as a Stockholder | A-29 |
| | 18.6 | Delivery of Title to Shares | A-29 |
| | 18.7 | Fractional Shares | A-29 |
| | 18.8 | Retirement and Welfare Plans | A-29 |
| | 18.9 | Beneficiary Designation | A-29 |
| | 18.10 | Severability | A-29 |
| | 18.11 | No Constraint on Corporate Action | A-30 |
| | 18.12 | Unfunded Obligation | A-30 |
| | 18.13 | Choice of Law | A-30 |
A-iii
Grand Canyon Education, Inc.
2026 Equity Incentive Plan
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.