Compensation for Fiscal Year 2013

On June 10, 2012, the Board of Directors ("Board") of Bazaarvoice, Inc. (the "Company"), upon recommendation from the compensation committee of the Board, approved increases in the base salaries of certain executive officers, as well as the Company's executive bonus plan (the "2013 Bonus Plan") for the 12 months ending April 30, 2013 ("Fiscal Year 2013"). The Company's principal executive officer, principal financial officer and other executive officers for whom disclosure was required pursuant to SEC requirements in the Company's most recent SEC filing (the "Named Executive Officers") are eligible to participate in the 2013 Bonus Plan.

Base Salary

Effective May 1, 2012, the base salaries for the Named Executive Officers listed
below were increased to the following amounts:



                                                               Base Salary
                                                                Effective
Named Executive Officer                 Title                  May  1, 2012       % Increase
Stephen R. Collins        Chief Financial Officer and Chief
                            Innovation Officer                $      275,000               10 %
Bryan C. Barksdale        General Counsel and Secretary       $      260,000                4 %
Heather J. Brunner        Chief Operating Officer             $      275,000               12 %

The base salaries for the remaining Named Executive Officers, Brett A. Hurt and Erin C. Nelson, were not modified.

Annual Performance-Based Cash Bonus

The 2013 Bonus Plan provides for the payment of a cash bonus to the Company's executive officers, including the Named Executive Officers, based on actual performance during Fiscal Year 2013 compared to pre-determined performance objectives. The total bonus opportunity for all Named Executive Officers will be based on the achievement of three corporate performance measures: net bookings, revenue and EBITDA. The net bookings measure represents 50% of the target bonus award, the revenue measure represents 40% of the target bonus award and the EBITDA measure represents 10% of the target bonus award.

In addition, the payments for achievement of each corporate performance measure are subject to certain thresholds. Payment of the target bonuses is contingent upon the achievement of 90% of the Company's net bookings goal in Fiscal Year 2013. In addition, the Company must meet minimum thresholds for each corporate performance measure in order for the Named Executive Officers to receive the portion of the target bonus attributable to such corporate performance measure. The Named Executive Officers will be entitled to 50% of the target bonus portion attributable to the net bookings target upon achievement of 95% of the net bookings goal, 50% of the target bonus portion attributable to the revenue target upon achievement of 95% of the revenue goal and 50% of the target bonus portion attributable to the EBITDA target upon achievement of 90% of the EBITDA goal.

The bonus amounts payable with respect to each corporate performance measure may exceed the target bonus amount attributable to such measure. The multiplier for each corporate performance measure is capped at 1.5x, which maximum payout is achieved upon the achievement of at least 115% of the net bookings goal, 105% of the revenue goal and 110% of the EBITDA goal.

                                                                                % of Base
Named Executive Officer                Title                  Target Bonus        Salary
Brett A. Hurt             Founder, Chief Executive Officer
                            and President                    $      231,750             75 %
Stephen R. Collins        Chief Financial Officer and
                          Chief Innovation Officer           $      165,000             60 %
Bryan C. Barksdale        General Counsel and Secretary      $       91,000             35 %
Heather J. Brunner        Chief Operating Officer            $      137,500             50 %
Erin C. Nelson            Chief Marketing Officer            $      112,500             45 %

The target bonus as a percentage of base salary are the same as the target percentages for the 12 months ended April 30, 2012 ("Fiscal Year 2012") for each Named Executive Officer other than Bryan Barksdale, whose target percentage was increased from 30% for Fiscal Year 2012, and Erin Nelson, whose target percentage was increased from 40% for Fiscal Year 2012.

Long-Term Equity Incentive Compensation

On June 10, 2012, the Board also approved an executive long-term equity incentive compensation plan for Fiscal Year 2013 (the "2013 Equity Plan"). Under the 2013 Equity Plan, the Named Executive Officers will be entitled to receive time-based equity awards, 50% of which will be in the form of stock options and 50% of which will be in the form of restricted stock units, with a total value targeted to amounts set by the Board.

Under the 2013 Equity Plan, the Named Executive Officers will also be entitled to performance-based awards in the form of restricted stock units, based upon the Company exceeding the net bookings target for Fiscal Year 2013, with a total value targeted to amounts set by the Board. The performance-based awards would be subject to a multiplier, which ranges from 0x for 100% achievement of the Fiscal Year 2013 net bookings goal to 1.5x for the achievement of 120% of such goal.

All such equity awards are expected to be made during the first quarter of fiscal year 2014 but in any event will be made only after completion of the Fiscal Year 2013 audit.

Executive Bonus Plan Payments for Fiscal Year 2012 and Other Equity Award Grants

On June 10, 2012, upon recommendation from the compensation committee, the Board
approved the payment of bonuses under the Company's executive bonus plan for
Fiscal Year 2012 to the following Named Executive Officers:



                                              Total 2012 Plan
                   Named Executive Officer         Bonus
                   Brett A. Hurt             $         213,210
                   Stephen R. Collins                  138,000
                   Bryan C. Barksdale                   69,000
                   Heather J. Brunner                  112,700
                   Erin C. Nelson                       92,000

The above amounts were determined and approved in accordance with our executive bonus plan for Fiscal Year 2012 (the "2012 Bonus Plan"). The 2012 Bonus Plan provides for the payment of a cash bonus to the Company's executive officers, including the Named Executive Officers, based on actual performance during Fiscal Year 2012 compared to pre-determined performance objectives. The total bonus opportunity for all Named Executive Officers was based on the achievement of three corporate performance measures: net bookings, revenue and EBITDA. The net bookings measure represented 60% of the target bonus award, the revenue measure represented 20% of the target bonus award and the EBITDA measure represented 20% of the target bonus award.

On June 10, 2012, the Board also approved the grant of equity awards to our Named Executive Officers as follows:

                                                                    Stock Option       Restricted Stock
Named Executive Officer                   Title                        Awards            Unit Awards
Brett A. Hurt             Chief Executive Officer, President and
                            Director                                       64,707                 35,413
Stephen R. Collins        Chief Financial Officer and Chief
                            Innovation Officer                             35,124                 19,223
Bryan C. Barksdale        General Counsel and Secretary                    18,463                 10,105
Heather J. Brunner        Chief Operating Officer                          24,049                 13,162
Erin C. Nelson            Chief Marketing Officer                          14,488                  7,929

The above amounts were determined and approved in accordance with our executive long-term equity incentive compensation plan for Fiscal Year 2012, pursuant to which each Named Executive Officer was eligible to receive equity awards of stock options and restricted stock units based on the achievement of the Company's net bookings target for Fiscal Year 2012.

In addition, the Board also approved an additional award of options to purchase 25,000 shares of our common stock to Ms. Brunner.