Utzschneider Lisa sold IAS

Footnotes

Upon the terms and subject to the conditions set forth in the Merger Agreement, the number of market stock units ("Company MSUs") reported was calculated based on a payout factor applicable to such Company MSUs determined based on the Per Share Price.; Upon the terms and subject to the conditions set forth in the Merger Agreement, fifty percent of the Company MSUs reported were, at or immediately prior to the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Common Stock subject to such Company MSU as of immediately prior to the Effective Time (the "Converted Cash Awards"). The Converted Cash Awards will, subject to the reporting person's continued service through the applicable vesting dates, vest and be payable at the time when the Company MSUs for which the Converted Cash Awards were exchanged would have vested pursuant to the terms thereof.; Upon the terms and subject to the conditions set forth in the Merger Agreement, fifty percent of the Company MSUs reported were, at or immediately prior to the Effective Time, automatically cancelled and converted into a restricted limited partnership unit award with respect to an indirect parent entity of Parent (the "Replacement Company MSU Awards") with the number of units covered by such Replacement Company MSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Company Common Stock subject to such Company MSU as of immediately prior to the Effective Time,; (Continued from Footnote 5) and (ii) the fair market value of such unit as of the Effective Time (based on the same price per unit paid to acquire equity in such entity in connection with the transactions contemplated by the Merger Agreement). The Replacement Company MSU Awards will, subject to the reporting person's continued service through the applicable vesting dates, vest and be settled at the time when the Company MSUs for which the Replacement Company MSU Awards were exchanged would have vested pursuant to the terms thereof.