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Item 10. Directors, Executive Officers and Corporate Governance. 

The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2012. Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K. 

Item 11. Executive Compensation. 

The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2012. Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K. 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 

The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2012. Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K. 

## Equity Compensation Plans 

The following table sets forth certain information relating to the Company’ s equity compensation plans as of December 31, 2012. Each number of securities reflected in the table is a reference to shares of our common stock. 

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(1) The table does not include information for equity compensation plans assumed by us in mergers, under which we do not grant additional awards. 

(2) These plans consist of our 1995 Equity Plan, 2008 Equity Plan and our 2008 ESPP Plan. 

(3) Represents 4,402,344 non-qualified stock options and 343,094 shares of phantom stock issued under our 1995 Equity Plan and our 2008 Equity Plan and 990,881 Restricted Stock Units (“RSUs”) issued under our 2008 Equity Plan. Of the RSUs included herein, 177,300 are performance-based stock-settled RSUs that could potentially pay out between 0% and 150% of this represented target. 

(4) The shares of phantom stock and RSUs were granted at full value, and therefore, have a weighted average exercise price of $0. Excluding shares of phantom stock and RSUs from this calculation, the weighted average exercise price of outstanding non-qualified stock options was $15.82 at December 31, 2012. 

(5) Includes 1,329,689 shares available for issuance under our 2008 Equity Plan and 1,452,947 shares available for issuance under our 2008 ESPP Plan, in each case as of December 31, 2012. In January 2013, we issued 88,639 of the shares available for issuance under our 2008 ESPP Plan. As a result, 1,364,308 shares currently remain available for issuance under the 2008 ESPPPlan. When we obtained stockholder approval for our 2008 Equity Plan, we stated that we would not issue any additional shares under our 1995 Equity Plan. 

