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The reporting person is
a party to the following contracts and arrangements with the issuer with
respect to (i) the acquisition of Common Stock from the issuer and (ii)
registration rights relating to Common Stock which the reporting person has
or may acquire:
·
The reporting person may acquire up to 2,775,840
shares of Common Stock at an exercise price of $0.315 per share pursuant to
stock options awarded to the reporting person on February 15, 2006 under the
2005 Plan. These options are fully vested.
The 2005 Plan and the form of Stock Option Agreement and Notice of
Option Grant for these stock options are incorporated herein by reference as Exhibits
99.1 and 99.2, respectively, to this Schedule 13D.
·
The reporting person may acquire up to 288,888
shares of Common Stock at an exercise price of $0.585 per share pursuant to
stock options awarded to the reporting person on November 27, 2007 under the
2005 Plan. Of the shares subject to
these options, 72,222 are subject to a time-vested option, 72,222 are subject
to a performance-vested option and 144,444 are subject to an exit-vested
option. The exit-vested option vested
in full upon the closing of the issuer’s initial public offering. Subject to the reporting person’s
continuing service, the time-vested option vests and becomes exercisable as
follows: (i) 25% of the option vests on the first anniversary of the vesting
commencement date, (ii) an additional 2% of the option vests on each monthly
anniversary of the vesting commencement date for the thirty-three months
following the first anniversary of the vesting commencement date and (iii) an
additional 3% of the option vests on each of the 46th, 47th and 48th monthly
anniversaries of the vesting commencement date. The vesting commencement date
for the time-vested portion of the option is November 27, 2007. Subject to the reporting person’s
continuing service, the performance-vested option vests and becomes
exercisable as follows: beginning with fiscal year 2008 and ending with
fiscal year 2011, 25% of the option vests for each fiscal year in which the
issuer’s performance targets (as defined in the stock option award), based on
the issuer’s annual revenue and annual EBITDA, are achieved. For any fiscal
year in which the annual performance targets are not achieved, such portion
will vest if in any subsequent fiscal year the cumulative revenue and EBITDA
targets are achieved (the cumulative targets are defined in the stock option
award). The 2005 Plan and the form of
Stock Option Agreement and Notice of Option Grant for these stock options are
incorporated herein by reference as Exhibits 99.1 and 99.2, respectively, to
this Schedule 13D.
·
The reporting person may acquire up to an aggregate
of 666,666 shares of Common Stock at an exercise price of $10.50 per share
pursuant to a stock option awarded to the reporting person on April 14, 2009,
under the 2009 Plan. Subject to the
reporting person’s continuing service, this option vests and becomes
exercisable as follows: (i) 25% of the option vests on the first anniversary
of the vesting commencement date, (ii) an additional 2% of the option vests
on each monthly anniversary of the vesting commencement date for the
thirty-three months following the first anniversary of the vesting
commencement date and (iii) an additional 3% of the option vests on each of
the 46th, 47th and 48th monthly anniversaries of the vesting commencement
date. The vesting commencement date for this option is April 14, 2009. The 2009 Plan and the form of Nonstatutory
Stock Option Agreement for this stock option are incorporated herein by
reference as Exhibits 99.3 and 99.4, respectively, to this Schedule 13D.
·
The
reporting person may acquire up to an aggregate of 125,100 shares of Common
Stock at an exercise price of $15.81 pursuant to a stock option awarded to
the reporting person on August 5, 2010, under the 2009 Plan. Subject to the reporting person’s
continuing service, this option vests and becomes exercisable as follows: (i) 25%
of the option vests on the first anniversary of the vesting commencement
date, (ii) an additional 2% of the option vests on each monthly
anniversary of the vesting commencement date for the thirty-three months
following the first anniversary of the vesting commencement date and (iii) an
additional 3% of the option vests on each of the 46th, 47th and 48th monthly
anniversaries of the vesting commencement date. The vesting commencement date
for this option is August 5, 2010.
The 2009 Plan and the form of Nonstatutory Stock Option Agreement for
this stock option are incorporated herein by reference as Exhibits 99.3 and
99.4, respectively, to this Schedule 13D.
·
The reporting person is a party to a Second
Amended and Restated Registration Rights Agreement dated August 26, 2009,
among the issuer, Warburg Pincus and certain other security holders of the
issuer pursuant to which the reporting person possesses certain registration
rights relating to Common Stock which the reporting person has or may
acquire. This agreement is incorporated by reference as Exhibit 99.5 to this
Schedule 13D.
On August 11, 2010, the
reporting person entered into a Trading Plan with Charles Schwab & Co.,
Inc. (the “broker”) to sell shares of Common Stock that may be acquired upon
the exercise of stock options. See
Item 4 of this Schedule 13D for a description of the Trading Plan. The form of the Trading Plan is filed as
Exhibit 99.6 to this Schedule 13D.
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