Explanation of Responses: |
(1) | Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee. |
(2) | Shares surrendered to pay tax liability due at vesting. |
(3) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person October 8, 2020. |
(4) | This transaction was executed in multiple trades at prices ranging from $464.23 to $465.19. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(5) | This transaction was executed in multiple trades at prices ranging from $465.37 to $465.97. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(6) | This transaction was executed in multiple trades at prices ranging from $466.48 to $467.355. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(7) | This transaction was executed in multiple trades at prices ranging from $467.53 to $468.50. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(8) | This transaction was executed in multiple trades at prices ranging from $468.64 to $469.62. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(9) | This transaction was executed in multiple trades at prices ranging from $469.645 to $470.63. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(10) | This transaction was executed in multiple trades at prices ranging from $470.64 to $471.62. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(11) | This transaction was executed in multiple trades at prices ranging from $471.665 to $472.66. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(12) | This transaction was executed in multiple trades at prices ranging from $472.67 to $473.665. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(13) | This transaction was executed in multiple trades at prices ranging from $473.745 to $474.65. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(14) | This transaction was executed in multiple trades at prices ranging from $474.76 to $475.48. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(15) | This transaction was executed in multiple trades at prices ranging from $475.77 to $476.69. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(16) | This transaction was executed in multiple trades at prices ranging from $476.84 to $477.60. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
(17) | The Performance Shares vested in full upon the certification of performance goal achievement at 200% following the three-year anniversary of the January 24, 2018 vesting commencement date. |
(18) | Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2018 vesting commencement date. |
(19) | Vests 25% on the first anniversary of the January 24, 2019 vesting commencement date and then 6.25% quarterly thereafter. |
(20) | Vests 25% on the first anniversary of the January 24, 2020 vesting commencement date and then 6.25% quarterly thereafter. |
(21) | Represents 200% of the target payout (the maximum number of Performance Shares that will be earned, if at all) following the three-year performance period. |
(22) | The Performance Shares will vest in full upon the certification of performance goal achievement following the three-year anniversary of the January 24, 2021 vesting commencement date if the performance goal is achieved. |
(23) | Vests 25% on the first anniversary of the January 24, 2021 vesting commencement date and then 6.25% quarterly thereafter. |