Explanation of Responses:
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1)
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The sale of Common Stock by the Reporting Person, as reported on this Form 4, was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Act"), as amended.
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2)
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Exercise of a Stock Option (Right to Buy) granted to the Reporting Person on May 9, 2008 under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2008 Grant"), in a transaction exempt under Rule 16b-3 of the Act. The exercise of the 2008 Grant was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
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3)
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The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $45.64 to $46.63, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. These sales of Common Stock by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
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4)
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The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $46.64 to $46.75, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. These sales of Common Stock by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
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5)
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Exercise of a Stock Option (Right to Buy) granted to the Reporting Person on May 22, 2009 under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2009 Grant"), in a transaction exempt under Rule 16b-3 of the Act. The exercise of the 2009 Grant was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
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6)
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The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $45.66 to $46.64, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. These sales of Common Stock by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
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7)
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The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $46.67 to $46.76, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. These sales of Common Stock by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
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8)
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Exercise of a Stock Option (Right to Buy) granted to the Reporting Person on May 13, 2010 under the Issuer's 2006 Long-Term Incentive Plan, as amended (the "2010 Grant"), in a transaction exempt under Rule 16b-3 of the Act. The exercise of the 2010 Grant was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
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9)
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The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $45.58 to $46.57, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. These sales of Common Stock by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
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10)
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The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $46.58 to $46.74, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. These sales of Common Stock by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Act.
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11)
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The 2008 Grant became exercisable in 33 1/3% increments on each of the first, second, and third anniversaries of May 9, 2008, the grant date.
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12)
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The 2009 Grant became exercisable in 33 1/3% increments on each of the first, second, and third anniversaries of May 22, 2009, the grant date.
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13)
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The 2010 Grant became exercisable in 33 1/3% increments on each of the first, second, and third anniversaries of May 13, 2010, the grant date.
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