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Explanation of Responses:
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(
1)
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These shares include 862 and 139 shares acquired under the issuer's employee stock purchase plan on May 13, 2016 and November 14, 2016, respectively.
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(
2)
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Disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 19, 2016, among the issuer, Tessera Technologies, Inc., Tempe Holdco Corporation ("Holdco"), Tempe Merger Sub Corporation and Arizona Merger Sub Corporation in exchange for $42.50 per share (the "Merger Consideration") upon the closing of the merger.
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(
3)
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The unvested restricted stock units held by the reporting person were cancelled pursuant to the terms of the Merger Agreement and, as set forth in the Merger Agreement, shall be assumed or substituted by Holdco and converted automatically upon the closing of the merger into restricted stock units denominated in shares of common stock of Holdco.
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(
4)
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These restricted stock units vest in four equal annual installments beginning on February 15, 2016.
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(
5)
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This option vests and becomes exercisable in four equal annual installments beginning on March 6, 2008.
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(
6)
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This option was cancelled pursuant to the terms of the Merger Agreement, was exchanged for the right to receive a cash payment equal to the difference between the Merger Consideration and the option exercise price multiplied by the number of vested options.
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(
7)
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This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2009.
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(
8)
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This option vests and becomes exercisable in four equal annual installments beginning on February 18, 2009.
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(
9)
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This option vests and becomes exercisable in four equal installments commencing on the anniversary of February 18, 2010.
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10)
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This option vests and becomes exercisable in four equal annual installments beginning on February 16, 2012.
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(
11)
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This option was cancelled pursuant to the terms of the Merger Agreement, 21,820 options shall be assumed or substituted by Holdco and converted automatically upon the closing of the merger into options denominated in shares of common stock of Holdco.
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(
12)
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This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014.
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(
13)
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This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014.
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(
14)
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Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 45,000 vested options were exchanged for a cash payment of $22.02 per option and (ii) 15,000 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
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(
15)
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This option vests and becomes exercisable in four equal annual installments commencing on February 13, 2014.
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(
16)
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Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 22,450 vested options were exchanged for a cash payment of $22.13 per option and (ii) 22,450 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
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(
17)
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These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% units vesting on February 15, 2016 and the remaining 50% units vesting on February 15, 2017.
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(
18)
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These performance-based restricted stock units were cancelled pursuant to the terms of the Merger Agreement and were exchanged for the Merger Consideration.
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19)
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These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% of the units vesting on February 15, 2017 and the remaining units vesting on February 15, 2018.
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(
20)
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These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% units vesting on February 15, 2018 and the remaining 50% units vesting on February 15, 2019.
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