(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect the three Class III directors named in this proxy statement (Proposal 1);

2.	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014 (Proposal 2); and

3.	To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

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•	You may vote by using the Internet. The address of the website for Internet voting is www.investorvote.com/RPXC. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 16, 2014. Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded;

•	You may vote by telephone. The toll-free telephone number is noted on your proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 16, 2014. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded; or

•	You may vote by mail. If you received a proxy card by mail and choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided.

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•	You may submit a subsequent proxy by using the Internet, by telephone or by mail with a later date;

•	You may deliver a written notice that you are revoking your proxy to the Secretary of the Company at One Market Plaza, Suite 800, San Francisco, California 94105;

•	You may sign another proxy card with a later date and return it to us prior to the Annual Meeting; or

•	You may attend the Annual Meeting and vote your shares in person. Simply attending the Annual Meeting without affirmatively voting will not, by itself, revoke your proxy.

•	Proposal 1: To elect three Class III directors nominated by our board of directors and named in this proxy statement to serve a term of three years until our 2017 annual meeting of stockholders; and

•	Proposal 2: To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.

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•	vote “FOR” the election of the three nominees for director;

•	vote “FOR” one or more nominees and “WITHHOLD” your vote for the remaining nominee or nominees; or

•	“WITHHOLD” your vote for all three nominees.

•	reduce the number of directors that serve on the board; or

•	designate a substitute nominee.

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•	Proposal 1: “FOR” the election of each of Shelby W. Bonnie, Sanford R. Robertson and Thomas O. Ryder as Class III directors to serve a term of three years until our 2017 annual meeting of stockholders; and

•	Proposal 2: “FOR” the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014.

•	Proposal 1: “FOR” the election of each of Shelby W. Bonnie, Sanford R. Robertson and Thomas O. Ryder as Class III directors; and

•	Proposal 2: “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.

•	If any other matter is properly presented at the Annual Meeting, the proxy holders for shares voted on the proxy card (i.e., one of the individuals named as proxies on your proxy card) will vote your shares using his or her best judgment.

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•	be received by the Secretary of the Company no later than the close of business on December 30, 2014; and

•	otherwise comply with the requirements of Delaware law, Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and our bylaws.

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(1)	Chairman of the committee.

(2)	Resigned as a member of the board of directors on September 9, 2013.

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•	To the extent reasonably available, information relating to such director candidate that would be required to be disclosed in a proxy statement pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, in which such individual is a nominee for election to our board of directors;

•	The director candidate’s written consent to (A) if selected, be named in the Company’s proxy statement and proxy and (B) if elected, to serve on our board of directors; and

•	Any other information that such stockholder believes is relevant in considering the director candidate.

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•	compliance with applicable laws, rules and regulations;

•	conflicts of interest;

•	public disclosure of information;

•	insider trading;

•	corporate opportunities;

•	competition and fair dealing;

•	gifts;

•	discrimination, harassment and retaliation;

•	health and safety;

•	confidentiality;

•	protection and proper use of company assets;

•	payments to government personnel; and

•	reporting illegal and unethical behavior.

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(1)

The amounts in this column represent the aggregate grant date fair value of restricted stock unit awards granted to the director in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our consolidated financial statements for the fiscal year ended December 31, 2013 in our annual report on Form 10-K for fiscal year 2013 filed on March 10, 2014, for a discussion of the assumptions made by our company in determining the grant date fair value of its equity awards.

(2)

Pursuant to our compensation program for our non-employee directors, in connection with our 2013 annual meeting of stockholders, each director received an award of restricted stock units in the following amounts: Mr. Armony (10,708), Mr. Bonnie (11,583), Mr. Fingerhood (10,750), Mr. Komisar (10,354), Mr. Robertson (10,417), Mr. Ryder (13,750) and Mr. Zocco (10,354). Each restricted stock unit represents a contingent right to receive one share of our common stock. As of December 31, 2013, the above listed directors held outstanding restricted stock units in the following amounts: Mr. Armony (10,708), Mr. Bonnie (11,583), Mr. Fingerhood (10,750), Mr. Komisar (10,354), Mr. Robertson (10,417), Mr. Ryder (13,750) and Mr. Zocco (0). As of December 31, 2013, the above-listed directors also held outstanding options to purchase the following number of shares of our common stock: Mr. Armony (67,500), Mr. Bonnie (67,500), Mr. Fingerhood (60,625), Mr. Komisar (67,500), Mr. Robertson (67,500), Mr. Ryder (58,201) and Mr. Zocco (0).

(3)	Reflects amounts earned as salary as our employee. As an employee, Mr. Barker does not receive any additional compensation for his service on the board of directors.

(4)	Mr. Zocco resigned from our board of directors effective September 2013.

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(1)	The fees billed or incurred by PricewaterhouseCoopers LLP for professional services rendered in connection with the annual audit of our consolidated financial statements for the year ended December 31, 2013 and 2012 include the review of quarterly financial statements included in our quarterly reports on Form 10-Q and the review and consent issued for our registration statement on Form S-8.

(2)	Tax fees consist of fees billed for tax compliance, consultation and planning services.

(3)	For the year ended December, 31, 2013 and 2012, other fees consisted of on-line subscription fees and other miscellaneous services. No other consulting services were provided.

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•	each stockholder, or group of affiliated stockholders, known to us to beneficially own more than 5% of our outstanding common stock;

•	each of our named executive officers;

•	each of our directors; and

•	all of our current named executive officers and directors as a group.

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*	Represents beneficial ownership of less than one percent of our outstanding common stock.

(1)

Based upon a Schedule 13G filed with the SEC on January 30, 2014, BlackRock, Inc. is a parent holding company/control person who has sole voting power over 3,073,181 shares and sole dispositive power over 3,157,785 shares. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares; no one person’s interest in the shares is more than five percent of the total outstanding common shares. The subsidiaries holding the shares are BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC, and BlackRock Japan Co Ltd. The address of BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022.

(2)	Based upon a Schedule 13G filed with the SEC on February 6, 2014, Columbia Wanger Asset Management, LLC is an investment adviser who has sole voting power over 2,866,201 shares and sole dispositive power over 2,996,400 shares. Columbia Wanger Asset Management, LLC does not directly own any shares. As the

(3)

Based upon a Schedule 13G/A filed with the SEC on February 12, 2014, Federated Investors, Inc. (the “Parent”) is the parent holding company of Federated Equity Management Company of Pennsylvania and Federated Global Investment Management Corp. (the “Investment Advisers”), which act as investment advisers to registered investment companies and separate accounts that own the shares. The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Federated Investors, Inc., the Parent. All of the Parent’s outstanding voting stock is held in the Voting Shares Irrevocable Trust (the “Trust”) for which

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(4)	Based upon a Schedule 13G/A filed with the SEC on February 14, 2014, Frontier Capital Management Co., LLC is an investment advisor who has sole voting power over 1,526,008 shares and sole dispositive power over 2,691,280 shares. The address of Frontier Capital Management Co., LLC is 99 Summer Street, Boston, Massachusetts 02110.

(5)

Includes 1,174,368 shares held by John Amster and Colleen Amster, Trustees of the John and Colleen Amster Living Trust dated March 2, 2000, 465,879 shares held by JCA, LLC, options to purchase 246,442 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Amster, and 7,812 shares of common stock that may vest within 60 days of April 24, 2014 from a restricted stock unit award granted to Mr. Amster. Voting and investment power over the shares beneficially owned by the John and Colleen Amster Living Trust dated March 2, 2000 is held by Mr. Amster and Colleen Quinn Amster, Mr. Amster’s wife. Voting and investment power over the shares beneficially owned by JCA, LLC is held by Mr. and Ms. Amster. Excludes options to purchase 291,250 shares of common stock that may not be exercised within 60 days of April 24, 2014, and 85,938 shares of common stock from a restricted stock unit award and 243,750 shares of common stock from performance-based restricted stock unit awards that will not vest within 60 days of April 24, 2014. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(6)

Includes 121,732 shares held by Anne Payne Barker, Mr. Barker’s wife, 3,284 shares held by Barker 2010 Children’s Trust FBO Alexander Payne Barker, 3,283 shares held by Barker 2010 Children’s Trust FBO Katherine Eryl Barker, and options to purchase 164,295 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Barker. Excludes options to purchase 194,167 shares of common stock that may not be exercised within 60 days of April 24, 2014.

(7)

Includes options to purchase 27,083 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Segal, 78,437 shares of common stock that may vest within 60 days of April 24, 2014 from restricted stock unit awards granted to Mr. Segal, and 12,500 shares of common stock that may vest within 60 days of April 24, 2014 from a performance-based restricted stock unit award granted to Mr. Segal. Excludes options to purchase 72,917 shares of common stock that may not be exercised within 60 days of April 24, 2014, and 276,563 shares of common stock from restricted stock unit awards and 37,500 shares of common stock from a performance-based restricted stock unit award that will not vest within 60 days of April 24, 2014. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(8)	Mr. Spiegel terminated employment with the Company on May 1, 2013.

(9)

Includes options to purchase 27,308 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Roberts, and 17,968 shares of common stock that may vest within 60 days of April 24, 2014 from restricted stock unit awards granted to Mr. Roberts. Excludes options to purchase 32,342 shares of common stock that may not be exercised within 60 days of April 24, 2014, and 94,532 shares of common stock that will not vest within 60 days of April 24, 2014 from restricted stock unit awards. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(10)

Includes options to purchase 143,934 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Scola, and 5,624 shares of common stock that may vest within 60 days of April 24, 2014 from restricted stock unit awards granted to Mr. Scola. Excludes options to purchase 22,177 shares of common stock that may not be exercised within 60 days of April 24, 2014, and 63,126 shares of common stock that will not vest within 60 days of April 24, 2014 from restricted stock unit awards. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(11)

Includes options to purchase 21,086 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Swank, and 6,405 shares of common stock that may vest within 60 days of April 24, 2014 from restricted stock unit awards granted to Mr. Swank. Excludes options to purchase 13,671 shares of common stock that may not be exercised within 60 days of April 24, 2014, and 73,595 shares of common stock that will not vest within 60 days of April 24, 2014 from restricted stock unit awards. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(12)	Includes 8,444 shares held by the Armony Irrevocable Family Trust, options to purchase 67,500 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Armony, and 10,708 shares of common

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(13)

Includes 35,236 shares of common stock held by MHV Partners LLC. Voting and investment power over the shares beneficially owned by MHV Partners LLC is held by Mr. Bonnie. Includes 1,700 shares held by Merlin Investments LLC. Mr. Bonnie disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Includes 500 shares held by Mason Bonnie Descendants Trust I, 200 shares held by Mason Bonnie Descendants Trust II, 500 shares held by Virginia Ayer Bonnie Descendants Trust I, 200 shares held by Virginia Ayer Bonnie Descendants Trust II, 500 shares held by Henry Bonnie Descendants Trust I, 200 shares held by Henry Bonnie Descendants Trust II, 200 shares held by GST Exempt Descendants Trust II FBO Mason Bonnie, 200 shares held by GST Exempt Descendants Trust II FBO Virginia Bonnie, and 200 shares held by GST Exempt Descendants Trust II FBO Henry Bonnie. Includes 1,700 shares held by Cornelia Bonnie Revocable Trust, of which Mr. Bonnie is a beneficiary, 1,700 shares held by Edward Bonnie Revocable Trust, of which Mr. Bonnie is a beneficiary, 5,500 shares held by Shelby Bonnie Trust DTD 12/20/1968, of which Mr. Bonnie is a beneficiary, 4,600 shares held by Shelby Bonnie Trust DTD 3/27/1959, of which Mr. Bonnie is a beneficiary, 6,100 shares held by Shelby Bonnie Trust DTD 10/20/1964, of which Mr. Bonnie is a beneficiary, 11,300 shares held by Cornelia Bonnie Trust DTD 11/10/1970, of which Mr. Bonnie is a beneficiary, and 2,400 shares held by Edward Bonnie Trust DTD 8/15/1966, of which Mr. Bonnie is a co-trustee and beneficiary. Includes options to purchase 67,500 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Bonnie, and 11,583 shares of common stock that may vest within 60 days of April 24, 2014 from a restricted stock unit award granted to Mr. Bonnie. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(14)	Excludes 8,272 shares of common stock that will not vest within 60 days of April 24, 2014 from a restricted stock unit award granted to Mr. Dangeard. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(15)

Includes options to purchase 42,291 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Fingerhood, and 10,750 shares of common stock that may vest within 60 days of April 24, 2014 from a restricted stock unit award granted to Mr. Fingerhood. Excludes options to purchase 18,334 shares of common stock that may not be exercised within 60 days of April 24, 2014. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(16)

Includes of 8,949 shares held by Randy Komisar and Debra Dunn, Trustees of the Komisar Dunn Family Trust, UAD 10/20/1990, options to purchase 67,500 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Komisar, and 10,354 shares of common stock that may vest within 60 days of April 24, 2014 from a restricted stock unit award granted to Mr. Komisar. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(17)	Includes options to purchase 67,500 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Robertson, and 10,417 shares of common stock that may vest within 60 days of April 24, 2014 from a restricted stock unit award granted to Mr. Robertson. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(18)	Includes options to purchase 58,201 shares of common stock that may be exercised within 60 days of April 24, 2014 by Mr. Ryder, and 13,750 shares of common stock that may vest within 60 days of April 24, 2014 from a restricted stock unit award granted to Mr. Ryder.  Each restricted stock unit represents a contingent right to receive one share of our common stock.

(19)

Includes options to purchase 1,000,640 shares of common stock that may be exercised within 60 days of April 24, 2014, and 196,308 shares of common stock that may vest within 60 days of April 24, 2014 from restricted stock unit awards or performance-based restricted stock unit awards beneficially owned by our directors and named executive officers as reflected in footnotes 5 through 18 and (ii) 9,250 shares of common stock, options to purchase 492,999 shares of common stock that may be exercised within 60 days of April 24, 2014 and 4,687 shares of common stock that may vest within 60 days of April 24, 2014 from restricted stock unit awards or performance-based restricted stock unit awards beneficially owned by our executive officers who are not named executive officers. Excludes options to purchase 813,609 shares of common stock that may not be exercised within 60 days of April 24, 2014, and 1,003,589 shares of common stock that may not vest within 60 days of April 24, 2014 from restricted stock unit awards or performance-based restricted stock unit awards. Each restricted stock unit represents a contingent right to receive one share of our common stock.

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(1)	Includes 4,088,440 shares issuable upon exercise of outstanding options and 2,057,408 shares issuable upon vesting of outstanding restricted stock units.

(2)	Does not take into account outstanding restricted stock units as these awards have no exercise price.

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•	to attract and retain talented and experienced executives whose knowledge, skills and performance ensure our continued success;

•	to provide incentive to our executives to manage our business to meet our short-term and long-term business objectives;

•	to ensure that our total compensation is fair, reasonable and competitive; and

•	to promote teamwork while also recognizing the role each executive officer plays in our success.

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•	base salary;

•	performance-based bonuses;

•	equity incentives;

•	change in control benefits;

•	broad-based employee benefits; and

•	perquisites.

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•	Mr. Spiegel $260,000 to $315,000 per year;

•	Mr. Roberts $260,000 to $300,000 per year;

•	Mr. Scola $240,000 to $285,000 per year;

•	Mr. Swank $250,000 to $285,000 per year.

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•	Mr. Amster’s bonus was 40% of his base salary and reflected his continuing leadership of the Company and the growth in the number and diversity of clients during 2013.

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•	Mr. Segal’s bonus was 65% of base salary in accordance with the terms of his offer letter.

•	Mr. Roberts’s bonus was 42% of base salary and reflected his role in corporate governance as well as his leadership of the legal and human resources teams.

•	Mr. Scola’s bonus was 42% of his base salary and reflected his leadership of the insurance sales and operations as well as the information technology teams.

•	Mr. Swank’s bonus was 42% of base salary and reflected the number of new and renewing clients and his leadership of the client development and client relations teams.

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•	Mr. Amster – 250,000 RSUs

•	Mr. Spiegel – 75,000 RSUs

•	Mr. Roberts – 75,000 RSUs

•	Mr. Scola – 65,000 RSUs

•	Mr. Swank – 65,000 RSUs

•	health, dental and vision insurance;

•	life insurance and accidental death and dismemberment insurance;

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•	a 401(k) plan with an up to $2,500 match of employee contributions;

•	an employee assistance plan;

•	short- and long-term disability insurance;

•	medical and dependent care flexible spending account; and

•	a health savings account.

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(1)	Except in the case of Mr. Segal, the 2013 amounts in this column reflect discretionary bonuses approved by the compensation committee of our board of directors on December 18, 2013 for our company and individual performance, which were paid on January 31, 2014. In the case of Mr. Segal, the amount includes a guaranteed 2013 bonus of $292,500 and a $200,000 signing bonus.

(2)

The amounts in this column represent the aggregate grant date fair value of restricted stock unit awards granted to the officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. In the case of Mr. Spiegel, the 2013 amount includes $12,480 in incremental fair value associated with the vesting of certain of Mr. Spiegel’s restricted stock units pursuant to his separation agreement. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance condition. See Note 13 of the notes to our consolidated financial statements for the fiscal year ended December 31, 2013 in our annual report on Form 10-K for fiscal year 2013 filed on March 10, 2014, for a discussion of the assumptions made by our company in determining the grant date fair value of its equity awards.

(3)	The amounts in this column represent the aggregate grant date fair value of option awards granted to the officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. In the case of Mr. Spiegel, the 2013 amount reflects the incremental fair value associated with the vesting of certain of Mr. Spiegel’s options

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(4)	Mr. Segal’s employment with us began on April 24, 2013.

(5)	Mr. Spiegel’s employment with us ended on May 1, 2013.

(6)	This amount reflects a $157,500 severance payment and $10,056 in company-paid COBRA premiums pursuant to Mr. Spiegel’s separation agreement, as well as $39,979 in payment of accrued but unused paid-time off and a $2,500 matching contribution to the Company’s qualified defined contribution plan.

(1)	The vesting schedule for each of these restricted stock unit awards is described in the table entitled “Outstanding Equity Awards at 2013 Fiscal Year-End” below.

(2)	The vesting schedule for each of these options is described in the table entitled “Outstanding Equity Awards at 2013 Fiscal Year-End” below.

(3)

The amounts in this column represent the aggregate grant date fair value of option awards and restricted stock unit awards granted to the officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our consolidated financial statements for the fiscal year ended December 31, 2013 in our annual report on Form 10-K for fiscal year 2013 filed on March 10, 2014, for a discussion of the assumptions made by our company in determining the grant date fair value of its equity awards. In accordance

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(4)	The number in the “threshold” column reflects the minimum number of units that could vest if a single price appreciation target is achieved. The number in the “target” column reflects the maximum number of units subject to the award that are eligible to vest if all four price appreciation targets are achieved.

(5)	Represents the incremental fair value associated with the vesting of the number of options and restricted stock units reflected in the table above pursuant to Mr. Spiegel’s separation agreement.

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(1)	In accordance with SEC rules, market value is based on the closing price of our common stock on December 31, 2013, the last trading day of the year, of $16.90.

(2)	Represents the unvested portion of an option granted on January 20, 2011 for 537,692 shares. None of the shares subject to the option were eligible to vest unless the option holder remained in service through September 10, 2012, at which point 1/48th of the shares subject to the option vest upon the completion of each month of service thereafter.

(3)

Represents the unvested portion of a restricted stock unit award granted on January 7, 2013 for 125,000 restricted stock units in the case of Mr. Amster, for 75,000 restricted stock units in the case of Mr. Roberts, and 65,000 restricted stock units in the case of Messrs. Scola and Swank. 6.25% of the shares subject to the award vested on May 20, 2013 and 6.25% of the shares subject to the award vest quarterly thereafter as long as continuous service is provided through each vesting date. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(4)	Represents the unvested portion of a performance-based restricted stock unit award granted on January 7, 2013 for 125,000 restricted stock units. The units vest over approximately 4 years from the grant date, with 25% of the total number of units eligible to vest following each one-year anniversary, provided that as of each anniversary

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(5)	Represents the unvested portion of an option granted on April 25, 2013 for 100,000 shares. 25% of the shares subject to the option vest upon the completion of one year of continuous service beginning from April 24, 2013, and an additional 1/48th of the shares subject to the option vest upon the completion of each month of continuous service thereafter.

(6)

Represents the unvested portion of a restricted stock unit award granted on April 25, 2013 for 300,000 restricted stock units. 25% of the shares subject to the award vest on May 20, 2014 and 6.25% of the shares subject to the award vest quarterly thereafter as long as continuous service is provided through each vesting date. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(7)

Represents the unvested portion of a performance-based restricted stock unit award granted on April 25, 2013 for 50,000 restricted stock units. The units vest over approximately four years from the grant date, with 25% of the total number of units eligible to vest following each one-year anniversary, provided that as of each anniversary the average closing price per share of the Company’s common stock (“ACP”) for any period of 90 consecutive calendar days during the year preceding such anniversary is: (i) on the first anniversary, equal to or greater than $15.90; (ii) on the second anniversary, equal to or greater than the higher of (a) $19.08 or (b) the ACP for the period of 90 calendar days ending on the first anniversary of the grant date times 1.25; (iii) on the third anniversary, equal to or greater than the higher of (a) $22.26 or (b) the ACP for the period of 90 calendar days ending on the second anniversary of the grant date times 1.25; and (iv) on the fourth anniversary, equal to or greater than the higher of (a) $25.44 or (b) the ACP for the period of 90 calendar days ending on the third anniversary of the grant date times 1.25. To the extent a price appreciation target is not achieved, the related units remain eligible to vest following any successive anniversary of the grant date along with the portion of the units first eligible to vest on such anniversary, so long as the applicable performance-based vesting condition for the successive anniversary is satisfied and the recipient remains in continuous service through the next established vesting date. Vesting shall occur only on the established vesting dates of February 20, May 20, August 20 and November 20. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(8)

Represents the unexercised portion of an option granted on October 21, 2010 for 100,000 shares. None of the shares subject to the option were eligible to vest unless the option holder remained in service through October 21, 2012, at which point 1/48th of the shares subject to the option vest upon the completion of each month of service thereafter. Upon Mr. Spiegel’s termination of employment on May 1, 2013, 87,500 unvested shares from this option were accelerated to vest and any vested shares from the option are to remain exercisable until May 1, 2014. If unexercised, the vested shares are forfeited on May 1, 2014.

(9)	Represents the unvested portion of an option granted on October 21, 2010 for 263,092 shares. 25% of the shares subject to the option vested on October 11, 2011, and an additional 1/48th of the shares vest upon completion of each month of continuous service thereafter.

(10)	Represents the unvested portion of an option granted on January 24, 2012 for 25,000 shares in the case of Mr. Roberts, for 10,000 shares in the case of Mr. Scola, and for 20,000 shares in the case of Mr. Swank. 1/48th of the shares subject to the option vest upon the completion of each month of continuous service beginning on January 24, 2012.

(11)	Represents the unvested portion of a restricted stock unit award granted on January 24, 2012 for 12,500 restricted stock units in the case of Messrs. Roberts and Swank, and for 10,000 restricted stock units in the case of Mr. Scola. 6.25% of the shares subject to the award vested on May 20, 2012 and 6.25% of the shares subject to the

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(12)

Represents the unvested portion of a restricted stock unit award granted on April 25, 2013 for 50,000 restricted stock units. 25% of the award vested on May 20, 2013 and 25% of the shares subject to the award vest quarterly thereafter as long as continuous service is provided through each vesting date. Each restricted stock unit represents a contingent right to receive one share of our common stock.

(13)	Represents the unvested portion of an option granted on October 21, 2010 for 216,111 shares. 25% of the shares subject to the option vested on October 11, 2011, and an additional 1/48th of the shares vest upon completion of each month of continuous service thereafter.

(14)	Represents the unvested portion of an option granted on September 15, 2010 for 216,111 shares. 25% of the shares subject to the option vested on July 5, 2011, and an additional 1/48th of the shares vest upon completion of each month of continuous service thereafter.

(15)	Represents an option granted on September 21, 2010 for 10,000 shares. 1,666 shares subject to the option vested on July 5, 2011; 1/48th of the shares subject to the option vested on July 21, 2011; and an additional 1/48th of the shares subject to the option vest upon completion of each month of continuous service thereafter.

(1)	Value realized is based on the difference between the fair market value of our common stock on the date of exercise and the exercise price.

(2)	Value realized is based on the fair market value of our common stock on the vesting date.

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(1)

The value of option acceleration shown in the table above assumes that the termination of the named executive officer’s employment occurred on December 31, 2013, and was calculated by multiplying the number of unvested option shares accelerated by the difference between $16.90, the closing price of our common stock on December 31, 2013, the last trading day of the year, and the exercise price of the option.

(2)

The value of restricted stock acceleration shown in the table above assumes that the termination of the named executive officer’s employment occurred on December 31, 2013, and was calculated by multiplying the number of unvested shares accelerated by $16.90, the closing price of our common stock on December 31, 2013, the last trading day of the year. No value is assigned to the waiver of the performance conditions applicable to performance-contingent restricted stock units in connection with a change in control.

(3)	The value of option acceleration shown in the table above was calculated by multiplying the number of unvested option shares accelerated by the difference between $14.69, the closing price of our common stock on May 9, 2013, the date Mr. Spiegel’s separation agreement became irrevocable, and the exercise price of the option.

(4)	The value of restricted stock unit acceleration shown in the table above was calculated by multiplying the number of unvested units accelerated by $14.69, the closing price of our common stock on May 9, 2013, the date Mr. Spiegel’s separation agreement became irrevocable.

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