Interests of Our Directors and Executive Officers in the Merger
In considering the recommendation of our Board that you vote to approve the Merger Proposal, you should be aware
that the Companys directors and executive officers have interests in the merger that are different from, or in addition to, those of Company stockholders generally. These interests include, among others, potential severance benefits and other
payments, the treatment of outstanding equity-based and long-term cash awards pursuant to the merger agreement, and rights to ongoing indemnification and insurance coverage. Members of our Board were aware of and considered these interests, among
other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to Company stockholders that the Merger Proposal be approved. For additional information regarding these interests, see the sections entitled
Proposal 2Non-Binding, Advisory Vote on Merger-Related Compensation for the Companys Named Executive Officers beginning on page 23 and The MergerInterests of Our Directors and Executive Officers in
the Merger beginning on page 85.
Treatment of Equity-Based Awards and Long-Term Incentive Cash Awards
Stock Options. Effective as of five business days prior to, and conditional upon the occurrence of, the
effective time of the merger (the effective time), each holder of an outstanding incentive stock option under the Companys 1994 Stock Plan (the Stock Plan), whether vested or unvested, will be entitled to
exercise such incentive stock option in full by providing the Company with a notice of exercise and full payment of the applicable exercise price in accordance with the terms of the Stock Plan and applicable related award agreement. At the effective
time, each outstanding option to purchase shares of common stock under the Stock Plan that is not exercised as described above, whether vested or unvested, will automatically be cancelled and will entitle the holder of such option to receive
(without interest) an amount in cash equal to the product of the number of shares subject to such option immediately prior to the effective time multiplied by the excess, if any, of the per share merger consideration over the exercise price per
share of such option, less any applicable taxes. Each option with an exercise price per share that is greater than or equal to the per share merger consideration will be cancelled at the effective time for no consideration.
Restricted Shares. At the effective time, any vesting conditions applicable to each outstanding restricted
stock award under the Stock Plan (each, a restricted share) will automatically accelerate in full and be cancelled, and will entitle the holder of such restricted share to receive (without interest and less any applicable taxes)
an amount in cash equal to the number of restricted shares multiplied by the per share merger consideration.
Performance Shares. At the effective time, each outstanding performance-based stock award under the Stock
Plan (each, a performance share), whether vested or unvested, will automatically vest on a prorated basis (as described in the following sentence) and be cancelled, and each such vested performance share will entitle the holder
thereof to receive (without interest and less any applicable taxes) an amount in cash equal to the total number of shares subject to such performance share based on the higher of target performance and the actual level of performance through the
effective time, as reasonably determined in good faith by the Compensation Committee of our Board, multiplied by the per share merger consideration. The performance shares will vest on a prorated basis as follows: one-third of performance shares
granted in 2018 will vest, two-thirds of performance shares granted in 2017 will vest and 100% of performance shares granted in 2016 will vest, and in each case, any portion of the award that does not vest will be forfeited without consideration.
Long-Term Incentive Cash Awards. At the effective time, each outstanding performance-based cash award
under the Companys long-term incentive plans (each, a long-term incentive cash award), whether vested or unvested, will automatically vest on a prorated basis (as described in the following sentence) and be cancelled, and
each such vested long-term incentive cash award will entitle the holder