---

---

---

---

---

---

---

•	our Board’s principal responsibility is to oversee the management of our company;

•	a majority of the members of our Board of Directors must be independent directors;

•	the independent directors will meet in executive session at least twice a year;

•	directors have full and free access to management and, as necessary, independent advisors;

•	new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis;

•	in any uncontested director election, any nominee for election who receives more “withholds” than votes “for” his or her election, is expected to promptly offer to our Board of Directors to tender his or her resignation as a director for consideration by the Board; and

•	our Board of Directors will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.

---

•	appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

•	overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

•	reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

•	monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

•	overseeing our risk management activities, including review of reports on internal audit matters, cybersecurity, data protection and information technology;

•	establishing policies regarding hiring employees from the registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

•	meeting independently with our registered public accounting firm and management;

•	reviewing and approving or ratifying any related person transactions;

•	reviewing and approving updates to our insider trading policy and 10b5-1 plan guidelines;

•	reviewing and approving any recommendations made by our trading compliance committee regarding the waiver of any lock-up provisions or blackout trading restrictions;

•	receiving quarterly reports from the chair of our trading compliance committee and chair of our disclosure committee regarding the activities of such committees; and

•	preparing the audit committee report required by SEC rules.

---

•	reviewing and approving corporate goals and objectives relevant to our Chief Executive Officer’s compensation;

•	determining our Chief Executive Officer’s compensation;

•	reviewing and approving, or making recommendations to our Board of Directors with respect to, the compensation of our other executives;

•	overseeing an evaluation of our senior executives;

•	overseeing and administering our equity incentive plans;

•	delegating to one or more of our executives the power to grant options or other stock awards pursuant to and in accordance with our equity incentive plans to our and our subsidiaries’ employees who are not directors or executives of our company, to the extent permitted by and consistent with applicable law and consistent with the terms of these plans;

•	reviewing and making recommendations to our Board with respect to senior executive and other key employee succession planning;

•	reviewing and making recommendations to our Board of Directors with respect to director compensation; and

•	preparing the annual compensation committee report required by SEC rules.

•	identifying individuals qualified to become members of our Board;

•	recommending to our Board of Directors the persons to be nominated for election as directors and to each of the Committees;

•	reviewing and making recommendations to our Board with respect to director succession planning;

•	developing and recommending to our Board corporate governance principles; and

•	overseeing an annual evaluation of our Board.

---

•	Our Board of Directors’ oversees risk management activities related to, and receives regular reports from management on, areas of material risk to the Company, including operational, financial, legal, regulatory, strategic transaction, capital allocation, organizational structure and reputational risks.

•

Our Audit Committee oversees our risk management activities as they apply to our financial statement integrity and financial reporting and controls, and to our legal and compliance risks. Our Audit Committee also receives regular reports from our Director of Internal Audit on internal audit matters and receives reports at least annually from our Director of Information Technology on cybersecurity, data protection and information technology.

•	Our Compensation Committee oversees risk management activities relating to our compensation policies and practices, culture and human capital management, our non-executive director compensation program and succession planning for our senior executives, including our CEO, and other key employees.

•	Our Nominating and Corporate Governance Committee oversees risk management activities relating to the adequacy of our governance structure, the composition of our Board of Directors and director succession planning.

---

---

•	Compensation is based on the individual’s level of job responsibility

•	Compensation reflects the value of the job in the marketplace

•	Compensation programs are designed to reward performance, both at the individual and corporate levels

---

•	Align a significant portion of our executive pay with performance

•	Make payouts under our executive bonus program only to the extent of achievement of financial objectives

•	Include caps on individual payouts under our annual bonus and equity incentive compensation programs

•	Tie the vesting of our PRSU awards to our percentile achievement of relative TSR against an external comparator group over a three-year performance period

•	Require that our executives and directors maintain a level of ownership of our stock that complies with our stock ownership guidelines

•	Maintain a clawback policy that applies to performance-based incentive compensation if an executive engages in intentional misconduct, intentional violations of Company rules or legal or regulatory requirements or commits fraud that, in each case, results in a material restatement of our financial results

•	Regularly evaluate our share utilization by reviewing the dilutive impact of equity awards as a percentage of our outstanding shares

•	Regularly review the relationship between CEO compensation and company performance

•	Maintain an independent compensation committee and retain compensation consultants and advisers who are independent of management

•	Hold an annual “say on pay” vote

•	Prohibit hedging and pledging of our common stock

•	Prohibit short sales or purchases of equity derivatives of our common stock

•	Provide offer letters or employment agreements with multi-year guaranteed salary or bonus increases

---

•	Provide guaranteed minimum payouts under our annual or long-term incentive programs, other than in limited circumstances during the first year of employment, or guaranteed increases in base salary year-over-year

•	Provide tax gross-ups (except with respect to the reimbursement of relocation expenses and when necessary for tax-equalization purposes when an executive works for us across multiple tax jurisdictions and incurs a higher effective tax rate as a result)

•	Provide guaranteed retirement benefits or non-qualified deferred compensation plans

•	Provide excessive perquisites

---

•	Base salary;

•	Short-term, performance-based annual cash incentive program, or our executive bonus program; and

•	Long-term, equity incentive compensation program, including PRSUs.

---

(1)	Salary changes are effective as of January 1st of the applicable year.

---

(1)	Bonus target changes are effective as of January 1st of the applicable year.

---

---

---

•	continue receiving his or her base salary for a specified period following the date of termination (in the case of our CEO, for 12 months, and, in the case of all other participants, for nine months);

•

Company contributions to the cost of health care continuation under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for U.S. based eligible executives, or substantially equivalent medical benefits for non-U.S. based eligible executives, for up to 12 months following the date of termination of employment (or, to the extent a non-U.S. based eligible executive is then receiving a stipend from us in lieu of benefits coverage, continued payment of such stipend for up to 12 months following the date of termination of employment); and

•	the amount of any unpaid annual bonus determined by our Board of Directors to be payable to the executive for any completed bonus period which ended prior to the date of such executive’s termination.

•	a single lump-sum payment equal to a percentage of his or her annual base salary;

•	a single lump sum payment in an amount equal to a percentage of his or her target annual bonus for the year in which the termination of employment occurs;

•

Company contributions to the cost of health care continuation under COBRA, for U.S. based eligible executives, or substantially equivalent medical benefits for non-U.S. based eligible executives, for up to 12 months following the date of termination of employment (or, to the extent a non-U.S. based eligible executive is then receiving a stipend from us in lieu of benefits coverage, continued payment of such stipend for up to 12 months following the date of termination of employment);, and

•	the amount of any unpaid annual bonus determined by our Board of Directors to be payable to the executive for any completed bonus period which ended prior to the date of such executive’s termination.

---

---

---

•	for any breach of the director’s duty of loyalty to us or our stockholders;

•	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•	for voting or assenting to unlawful payments of dividends, stock repurchases or other distributions; or

•	for any transaction from which the director derived an improper personal benefit.

---

---

(1)

The amounts reported in this column represent the aggregate grant date fair value of the RSUs and PRSUs granted to our named executive officers during the applicable year pursuant to our 2016 Equity Incentive Plan, as computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs and PRSUs reported in this column are set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates—Stock-Based Compensation” section of our Annual Report on Form 10-K for the year ended December 31, 2019. In accordance with the rules promulgated by the SEC, the amounts shown for awards with performance and service-based vesting conditions exclude the impact of estimated forfeitures. The aggregate grant date fair value of the PRSUs is based on a Monte Carlo simulation valuation model that assumed the probable outcome of the achievement of the applicable objectives, if applicable. In February 2019, our Compensation Committee determined and certified that, with respect to the PRSUs granted in 2017, which had a revenue growth objective and a stock price objective, the performance objectives had not been achieved during the performance period and, as a result, no PRSUs were earned and these PRSUs were forfeited. The grant date maximum value of the 2018 stock awards for Mr. Shanmugaraj was $1,951,936, for Mr. Gavin was $1,269,906 and for Messrs. Fisher, Mikkelsen, and Shah was $1,219,921, each determined by multiplying the total number of RSUs and maximum PRSUs by $39.02, the closing price of a share of our common stock on the Nasdaq Global Select Market on February 7, 2018, which was the grant date of the 2018 stock awards. The grant date maximum value of the 2019 stock awards for Mr. Shanmugaraj was $2,234,385, for Mr. Gavin was $1,462,947, for Mr. Fisher was $1,703,402, and for Messrs. Mikkelsen and Shah was $1,396,390 each, determined by multiplying the total number of RSUs and maximum PRSUs by $44.43, the closing price of a share of our common stock on the Nasdaq Global Select Market on February 14, 2019, which was the grant date of the 2019 stock awards.

(2)	The amount shown represents an amount earned for 2019 performance that was paid in 2020.

(3)	The amount shown includes the following benefits paid by us on behalf of Mr. Shanmugaraj: (a) $11,200 in matching contributions for our 401(k) plan, (b) $16,413 in insurance premiums related to our company health plan, (c) $3,564 for insurance premiums related to our group term life insurance and (d) $4,143 for insurance premiums related to our long term disability.

(4)	The amount shown represents an amount earned for 2018 performance that was paid in 2019.

(5)	The amount shown includes the following benefits paid by us for the benefit of Mr. Gavin: (a) $11,200 in matching contributions for our 401(k) plan, (b) $16,818 in insurance premiums related to our company health plan, (c) $3,564 in insurance premiums related to our group term life insurance and (d) $3,852 in insurance premiums related to our long term disability.

---

(6)	The amount shown represents an amount earned for 2017 performance that was paid in 2018.

(7)

The amount shown includes the following benefits paid by us for the benefit of Mr. Fisher: (a) $8,856 in matching contributions for our 401(k) plan, (b) $500 in matching contributions for our Health Savings Account plan, (c) $16,818 in insurance premiums related to our company health plan, (d) $810 in insurance premiums related to our group term life insurance, (e) $2,928 in insurance premiums related to our long term disability and (f) $50 for a charitable contribution match. In addition, the amount shown includes a gross-up payment of $403,697 for tax equalization purposes as Mr. Fisher works for us across multiple tax jurisdictions and incurs a higher effective tax rate as a result.

(8)	The amount shown includes the following benefit paid by us for the benefit of Mr. Mikkelsen: (a) $11,200 in matching contributions for our 401(k) plan, (b) $16,761 in insurance premiums related to our company health plan, (c) $2,322 in insurance premiums related to our group term life insurance and (d) $3,745 in insurance premiums related to our long term disability.

(9)

The amount shown includes the following benefits paid by us for the benefit of Mr. Shah: (a) $11,200 in matching contributions for our 401(k) plan, (b) $11,560 in insurance premiums related to our company health plan, (c) $3,564 in insurance premiums related to our group term life insurance, (d) $3,328 in insurance premiums related to our long term disability and (e) $125 for a charitable contribution match.

---

(1)

Represents the aggregate number of shares underlying PRSUs granted to our named executive officers under our 2016 Equity Incentive Plan in 2019 that may be earned if the relative TSR objective is achieved at the target or maximum performance level. The performance period for the relative TSR objective is three years running from January 1, 2019 to December 31, 2021 and, if our Compensation Committee determines and certifies that the performance objective has been achieved, such PRSUs would vest in full following the end of the performance period. For a description of the PRSUs granted in 2019, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation—Performance Based Equity Awards” included in this Form 10-K/A.

(2)	Consists of the aggregate number of shares underlying RSU awards granted to our named executive officers under our 2016 Equity Incentive Plan in 2019. These RSUs vest over a period of four years of continued employment, with 25% vesting on each anniversary of the vesting commencement date.

(3)

The amounts reported in this column represent the aggregate grant date fair value of the RSUs and PRSUs granted to our named executive officers during the applicable year pursuant to our 2016 Equity Incentive Plan, as computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs and PRSUs reported in this column are set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates—Stock-Based Compensation” section of our Annual Report on Form 10-K for the year ended December 31, 2019. In accordance with the rules promulgated by the SEC, the amounts shown for awards with performance-based vesting exclude the impact of estimated forfeitures.

---

(1)	The value of equity awards is based on $67.81, the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2019.

---

(2)	Represents an RSU award granted on February 14, 2019 for 25,334 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on February 1, 2020, with the remainder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on February 1, 2023.

(3)	Represents an RSU award granted on February 7, 2018 for 36,084 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on February 1, 2019, with the remainder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on February 1, 2022.

(4)	Represents an RSU award granted on March 17, 2017 for 36,350 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on March 17, 2018, with the remainder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on March 17, 2021.

(5)	Represents an RSU award granted on April 28, 2016 for 60,000 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on May 12, 2017, with the remainder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on May 12, 2020.

(6)

Represents the aggregate number of shares underlying PRSUs granted to our named executive officers on February 14, 2019 under our 2016 Equity Incentive Plan that may be earned if the relative TSR objective is achieved at the target performance level. The performance period for the relative TSR objective is three years running from January 1, 2019 to December 31, 2021 and, if our Compensation Committee determines and certifies that the performance objective has been achieved, such PRSUs would vest in full following the end of the performance period. For a description of the PRSUs granted in 2019, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation—Performance Based Equity Awards” included in this Form 10-K/A.

(7)

Represents the aggregate number of shares underlying PRSUs granted to our named executive officers on February 7, 2018 under our 2016 Equity Incentive Plan that may be earned if the relative TSR objective is achieved at the target performance level. The performance period for the relative TSR objective is three years running from January 1, 2018 to December 31, 2020 and, if our Compensation Committee determines and certifies that the performance objective has been achieved, such PRSUs would vest in full following the end of the performance period. For a description of the PRSUs granted in 2018, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation—Performance Based Equity Awards” included in this Form 10-K/A.

(8)	Represents a stock option award granted on March 15, 2012 for 220,000 shares of common stock under our 2009 Stock Plan that fully vested on February 27, 2017.

(9)	Represents an RSU award granted on February 14, 2019 for 16,587 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on February 1, 2020, with the remainder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on February 1, 2023.

(10)	Represents an RSU award granted on February 7, 2018 for 23,833 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on February 1, 2019, with the remainder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on February 1, 2022.

(11)	Represents an RSU award granted on March 17, 2017 for 22,719 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on March 17, 2018, with the remainder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on March 17, 2021.

(12)	Represents an RSU award granted on April 28, 2016 for 50,000 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on May 12, 2017, with the remainder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on May 12, 2020.

(13)	Represents an RSU award granted on February 14, 2019 for 15,833 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on February 1, 2020, with the reminder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on February 1, 2023.

(14)	Represents an RSU award granted on February 7, 2018 for 22,552 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on February 1, 2019, with the remainder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on February 1, 2022.

(15)	Represents an RSU award granted on July 5, 2017 for 37,147 shares of common stock under our 2016 Equity Incentive Plan. 25% of the RSUs vested on July 5, 2018, with the reminder vesting in equal installments of 25% on each one-year anniversary thereafter, and will become fully vested on July 5, 2021.

(16)	Represents a stock option award granted on March 1, 2013 for 56,364 shares of common stock under our 2009 Stock Plan that fully vested on March 1, 2018.

---

(1)	The value realized on vesting is based on the closing market price per share of our common stock on the vesting date, multiplied by the number of shares that vested.

---

•	We identified the median employee by reviewing the base salary, target bonus amount, and equity awards for all employees worldwide, excluding our CEO, who were employed on December 31, 2019.

•	We included employees working on a full-time, part-time, or interim basis, as well as contractual employees (as determined by the legal framework in a particular jurisdiction for contractual status).

•	We annualized the base salary and target bonus amount for any full-time employees who were hired in 2019 but did not work for us for the entire year.

•	Cost of living adjustments were not applied, nor were any of our employees excluded based on geographic location.

•	For employees not paid in U.S. dollars, we applied a local currency-to-U.S. dollar exchange rate from OANDA Corporation based on the daily average for all of 2019.

---

---

(1)

Represents cash payments and the value of benefits payable under the Severance Plan described above if we terminate the named executive officer’s employment without cause prior to or more than 12 months following a change in control of our company. As of December 31, 2019, the named executive officer would have been entitled to continue to receive his base salary for a specified period of time (12 months for Mr. Shanmugaraj and nine months for all other named executive officers) contributions to the cost of health care continuation under COBRA for up to 12 months and the amount of any earned but unpaid bonus under our executive bonus program. In addition, all of the named executive officer’s outstanding time-based equity awards would be accelerated and become vested to the extent the award would have vested if the executive had remained employed through a specified period of time following the date of termination (12 months for Mr. Shanmugaraj and nine months for all other named executive officers). These benefits are referred to below as the involuntary termination benefits. Acceleration of performance-based equity awards would be determined as set forth in note (7) below.

(2)

Represents cash payments and the value of benefits payable under the Severance Plan described above upon termination due to a named executive officer’s death or disability prior to or more than 12 months following a change in control of our company. As of December 31, 2019, the named executive officer or his estate would have been entitled to the involuntary termination benefits described in note (1) above, except that (i) all of the named executive officer’s outstanding time-based equity awards would be accelerated in full and (ii) the named executive officer or his estate would also be entitled to receive a single lump-sum payment in an amount equal to the named executive officer’s target bonus amount under our

---

(3)

Represents the cash payments and the value of benefits payable under the Severance Plan described above upon termination of the named executive officer’s employment without cause or if such executive resigns for good reason, within 12 months following a change in control of our company. As of December 31, 2019, the named executive officer would have been entitled to a single lump-sum payment equal to a percentage of his base salary (200% for Mr. Shanmugaraj and 100% for all other named executive officers) a single lump-sum payment in an amount equal to a percentage of his or her target annual bonus for the year in which the termination of employment occurs (150% for Mr. Shanmugaraj and 100% for all other named executive officers), contributions to the cost of health care continuation under COBRA for up to 12 months, and the amount of any earned but unpaid bonus under our executive bonus program. In addition, all of the named executive officer’s outstanding time-based equity awards would be accelerated and become fully vested. These benefits are referred to below as the change in control termination benefits. In the event the named executive officer’s employment was terminated due to death or disability within 12 months of a change in control of our company, the named executive officer or his estate would be entitled to the change in control termination benefits described above. In either case, acceleration of performance-based equity awards would be determined as set forth in note (7) below.

(4)	Equity awards granted prior to our initial public offering provide that upon the occurrence of a change in control of our company, the named executive officer will get credit for an additional six months of service.

(5)	For terminations in which the named executive officer or his estate is entitled to payment for any earned but unpaid bonus under our executive bonus program, we have estimated the payout assuming the bonus would be paid at target.

(6)	The cost of benefits continuation is calculated based on the estimated cost to us of providing COBRA benefits with the same subsidy provided by the Company to regular employees covered by these benefits.

(7)

Acceleration of performance-based equity awards is determined in accordance with the terms of the applicable grant agreement. With respect to the performance-based equity awards granted in 2017, no acceleration of unvested equity is allowed. For the performance-based equity awards granted in 2018 and 2019, pro-rated acceleration of unvested equity is allowed for termination due to death or disability, and, in the event of a “change in control” of our company during the performance period, pursuant to which consideration is received by holders of our common stock, the performance period will be deemed to end upon the closing date of the change in control and achievement of the relative TSR objective will be determined based on the price paid to holders of our common stock in connection with the change in control. For purpose of the above table, the cash value of performance-based equity accelerations is based on the target number of shares of the applicable equity award for each named executive officer.

---

(1)	Represents annual cash retainers earned for service on our Board of Directors and Committees.

(2)

The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted to our non-executive directors in 2019 under our 2016 Equity Incentive Plan, as computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant

---

(3)	Represents an RSU award granted on May 16, 2019 for 4,010 shares of common stock under our 2016 Equity Incentive Plan that will become fully vested on May 16, 2020.

(4)

Represents a new director RSU award granted on September 13, 2017 for 6,533 shares of common stock under our 2016 Equity Incentive Plan (this award vested as to 33% of the RSUs on September 13, 2018, an additional 33% on September 13, 2019, and as to the remaining 34% of the RSUs on September 13, 2020), and an RSU award granted on May 16, 2019 for 4,010 shares of common stock under our 2016 Equity Incentive Plan that will become fully vested on May 16, 2020.

(5)	Represents a new director RSU award granted on June 3, 2019 for 6,451 shares of common stock under our 2016 Equity Incentive Plan (this award vests as to 33% of the RSUs on June 1, 2020, an additional 33% on June 1, 2021, and as to the remaining 34% of the RSUs on June 1, 2022).

(6)

During 2019, Mr. Roche served as a member of our Compensation Committee until June 1, 2019, and as the Chair of our Board of Directors. The amount included in all other compensation reflects a reimbursement payment for interest and tax preparation fees attributable to compensation income earned in 2017 in connection with the vesting of restricted stock units. A corrected Form 1099 was filed in 2019 to report this additional 2017 compensation income.

(7)	During 2019, Mr. Aldrich served as a member of our Audit Committee. Mr. Aldrich was also appointed to serve as a member of our Compensation Committee on April 1, 2019.

(8)	During 2019, Mr. Chung served as a member of our Audit Committee , and as the Chair of our Nominating and Corporate Governance Committee. Mr. Chung also served as a member of our Compensation Committee until June 1, 2019.

(9)	Following her election to our Board of Directors on June 1, 2019, Ms. Pang served as a member of our Compensation Committee and Nominating and Corporate Governance Committee.

(10)	During 2019, Mr. Reiss served as the Chair of our Compensation Committee.

(11)

During 2019, Mr. Ritchie served as the Chair of our Audit Committee. The amount included in all other compensation reflects a reimbursement payment for (a) a tax gross-up in the amount of $32,980, (b) penalties, interest and tax preparation fees in the amount of $17,888 and (c) tax loss of state deduction in the amount of $15,490, attributable to compensation income earned in 2016 and 2017 in connection with the vesting of restricted stock units. Corrected Forms 1099 were filed in 2019 to report this additional 2016 and 2017 compensation income.

(12)

During 2019, Mr. Swanson served as a member of our Nominating and Corporate Governance Committee until his resignation from the Board of Directors on June 1, 2019. The amount included in all other compensation reflects a reimbursement payment for (a) a 2016 tax gross-up in the amount of $13,190 and (b) penalties, interest and tax preparation fees in the amount of $33,017, attributable to compensation income earned in 2016 and 2017 in connection with the vesting of restricted stock units. Corrected Forms 1099 were filed in 2019 to report this additional 2016 and 2017 compensation income.

---

---

•	each of our directors;

•	each of our named executive officers;

•	our directors and executive officers as a group; and

•	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock based on currently available information filed with the SEC.

*	Represents beneficial ownership of less than 1% of our outstanding common stock.

(1)

The information shown is based upon disclosures filed on a Schedule 13G on February 12, 2020 by The Vanguard Group. In such filing, The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355, and indicates that it has sole voting power with respect to 79,375 shares and shared voting power with respect to 6,849 shares, and sole dispositive power with respect to 3,461,645 shares and shared dispositive power with respect to 81,630 shares.

(2)	The information shown is based upon disclosures filed on a Schedule 13G on February 10, 2020 by BlackRock, Inc. In such filing, BlackRock, Inc. lists its address as 55 East 52nd Street, New York, New York 10055,and indicates that it has sole voting power with respect to 2,812,182 shares and sole dispositive power with respect to 2,872,815 shares of common stock.

(3)

Consists of (i) 531,366 shares of common stock held by Mr. Shanmugaraj, (ii) 15,000 shares of common stock issuable to Mr. Shanmugaraj upon vesting of restricted stock units within 60 days of April 15, 2020, (iii) 150,750 shares of common stock held by The Shanmugaraj Irrevocable Children’s Trust and (iv) 136,087 shares of common stock held by The Malini Shanmugaraj 2016 QTIP Trust. The trustees of The Shanmugaraj Irrevocable Children’s Trust are Murugesan Shanmugaraj, Steve Stelljes and

---

(4)

Consists of (i) 8,861 shares of common stock held by Mr. Gavin, (ii) options held by Mr. Gavin to purchase 166,500 shares of common stock that may be exercised within 60 days of April 15, 2020, (iii) 12,500 shares of common stock issuable to Mr. Gavin upon vesting of RSUs within 60 days of April 15, 2020 and (iv) 15,907 shares of common stock held by the John F Gavin Revocable Trust. The trustees of the John F Gavin Revocable Trust are John F. Gavin and Terese Gavin and they share voting and dispositive power with respect to the shares held by the trust.

(5)	Consists of 18,344 shares of common stock held by Mr. Fisher.

(6)	Consists of (i) 830,473 shares of common stock held by Mr. Mikkelsen (ii) 12,500 shares of common stock issuable to Mr. Mikkelsen upon vesting of RSUs within 60 days of April 15, 2020 and (iii) 65,000 shares held by the Chen-Rasmussen Childrens Trust U/A DTD 1/12/2017 of which Mr. Mikkelsen is a trustee.

(7)

Consists of (i) 65,678 shares of common stock held by Mr. Shah, (ii) options held by Mr. Shah to purchase 18,546 shares of common stock that may be exercised within 60 days of April 15, 2020, (iii) 12,500 shares of common stock issuable to Mr. Givehchi upon vesting of RSUs within 60 days of April 15, 2020, (iv) 102,891 shares of common stock held by Shah LLC and (v) 15,698 shares of common stock held by the Bhupendra Shah 1999 Trust U/A DTD 10/06/1999. The trustees of the Bhupendra Shah 1999 Trust U/A DTD 10/06/1999 are Bhupendra C. Shah and Ramika Shah and they share voting and dispositive power with respect to the shares held by the trust.

(8)	Consists of (i) 15,502 shares of common stock held by Mr. Roche and (ii) 4,010 shares of common stock issuable to Mr. Roche upon vesting of RSUs within 60 days of April 15, 2020.

(9)	Consists of (i) 10,455 shares of common stock held by Mr. Aldrich and (ii) 4,010 shares of common stock issuable to Mr. Aldrich upon vesting of RSUs within 60 days of April 15, 2020.

(10)	Consists of (i) 10,590 shares of common stock held by Mr. Chung and (ii) 4,010 shares of common stock issuable to Mr. Chung upon vesting of RSUs within 60 days of April 15, 2020.

(11)	Consists of 2,128 shares of common stock issuable to Ms. Pang upon vesting of RSUs within 60 days of April 15, 2020.

(12)

Consists of (i) 187,862 shares of common stock held by Mr. Reiss, (ii) 23,002 shares of common stock held by The Reiss Family Irrevocable Trust, (iii) 50,623 shares of common stock held by Matrix VIII US Management Co., L.L.C., or Matrix VIII US MC, and (iii) 4,010 shares of common stock issuable to Mr. Reiss upon vesting of RSUs within 60 days of April 15, 2020. Mr. Reiss, by virtue of his management position in Matrix VIII US MC, has sole voting and dispositive power with respect to the Matrix VIII US MC shares. Mr. Reiss disclaims beneficial ownership of the Matrix VIII US MC shares, except to the extent of his pecuniary interest therein.

(13)	Consists of (i) 21,310 shares of common stock held by Mr. Ritchie and (ii) 4,010 shares of common stock issuable to Mr. Ritchie upon vesting of RSUs within 60 days of April 15, 2020.

(14)

Includes (i) 3,284,035 shares of common stock, (ii) options to purchase 236,581 shares of common stock that may be exercised within 60 days of April 15, 2020 and (iii) 99,678 shares of common stock issuable upon vesting of RSUs within 60 days of April 15, 2020, and excludes all shares of common stock subject to PRSUs because the performance measurement period for such PRSUs has not yet expired and therefore no shares under such awards are issuable within 60 days of April 15, 2020.

---

(1)	The weighted-average exercise price information does not include any outstanding RSUs or PRSUs.

(2)	No grants were made under the 2009 Stock Plan after May 12, 2016, which was the effective date of the registration statement with respect to our initial public offering.

(3)	This amount includes 636,376 shares subject to outstanding stock options and 10,632 shares subject to outstanding RSUs.

(4)

The number of shares of common stock reserved for issuance under the 2016 Equity Incentive Plan automatically increases on January 1 of each year, beginning with the year ending December 31, 2017 and continuing through and including the year ending December 31, 2025 by an amount equal to the lowest of (i) 3,600,000 shares of our common stock, (ii) 4.0% of the number of shares of our common stock outstanding on the first day of such year and (iii) an amount determined by our Board of Directors. Pursuant to the terms of the 2016 Equity Incentive Plan, an additional 1,618,079 shares were added to the number of available shares effective January 1, 2020.

(5)	This amount includes 78,825 shares subject to outstanding stock options and 1,940,057 shares subject to outstanding RSUs and the maximum number of shares underlying PRSUs granted to our executives in 2018 and 2019.

(6)

The number of shares of common stock reserved for issuance under the 2016 Amended and Restated Employee Stock Purchase Plan automatically increases on January 1 of each year, beginning with the year commencing January 1, 2017 and ending on December 31, 2026 by an amount equal to the lowest of (i) 900,000 shares of our common stock, (ii) 1.0% of the number of shares of our common stock outstanding on the first day of such year and (iii) an amount determined by our Board of Directors. Pursuant to the terms of the 2016 Amended and Restated Employee Stock Purchase Plan, our Board of Directors determined that no additional shares would be added to the number of available shares on January 1, 2020. In accordance with the terms of the merger agreement governing the previously announced proposed merger with Cisco, the 2016 Amended and Restated Employee Stock Purchase Plan was suspended on November 14, 2019, the last day of the first offering period following the merger agreement effective date. Conditioned on the consummation of the proposed merger, no new offering periods are expected to commence on or after the suspension date.

---

•	the related person’s interest in the related person transaction;

•	the approximate dollar value of the amount involved in the related person transaction;

•	the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•	whether the transaction was undertaken in the ordinary course of our business;

•	whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

•	the purpose of, and the potential benefits to us of, the transaction; and

•	any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

•

interests arising solely from the related person’s position as a director of another entity that is a participant in the transaction where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) interests arising solely from the ownership of a class of the Company’s equity securities if all holders of that class of equity securities receive the same benefit on a pro rata basis, (c) compensation arrangements with executives if the compensation has been approved, or recommended to our Board of Directors for approval, by our Compensation Committee, (d) compensation for services as a director of the Company if such compensation will be publicly reported pursuant to SEC rules, (e) interests arising solely from indebtedness of a 5% stockholder (or their immediate family member), (f) a transaction where the rates or charges involved in the transaction are determined by competitive bids, (g) a transaction that involves the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental authority, and (h) a transaction that involves services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and

•	a transaction that is specifically contemplated by provisions of our restated certificate of incorporation or our amended and restated by-laws.

---

---

---

Item 15.	Exhibits and Financial Statement Schedules

---

---

---