November 2014, we granted the restricted stock units shown in the table below to employees, including some of our executive officers. The performance-based RSUs are eligible to vest based upon our total shareholder return relative to a peer group target (the “TSR units”), measured annually over a three-year period that commenced October 1, 2014. To the extent earned, these TSR units will vest in three substantially equal installments on the later of November 15, 2015, November 15, 2016 and November 15, 2017, or the date the Compensation Committee determines the extent to which the applicable performance criteria have been achieved for each performance period. RSUs not earned for a period may be earned in subsequent periods. The number of TSR units that will vest will be based on the level of achievement up to a maximum of 522 thousand, with no vesting if the annual threshold requirement is not achieved, or the employee is no longer with the Company at the end of the relevant performance period.

The time-based RSUs were issued to employees, including some of our executive officers. Of these, 757 thousand will vest in three substantially equal annual installments on November 15, 2015, 2016 and 2017 and 109 thousand will vest on November 15, 2015.



	Performance-Based RSUs		Time-Based RSUs
	(in thousands)
Number Granted	522		866
Intrinsic value on grant date based on the maximum number of RSU's eligible to vest	$	19,344	$	32,182