Common use of Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment Clause in Contracts

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.13. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or the right of such Holder to receive Make-Whole Shares. Notwithstanding the foregoing, and for the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole Payment. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.10. August 29, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) The Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to holders of record of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control as described in clause (i) or (ii) of the definition of Change in Control occurs (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.13. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to before the related Fundamental Change Repurchase Date (or, in the case of an event a Make-Whole Change in Control that would have been does not constitute a Change in Control but for the proviso in clause (ii) of the definition thereofControl, the 35th Trading Business Day immediately following the Effective Date of such Make-Whole Change in Control). Such conversion notice The Company shall indicate that notify Holders of the Holder has elected to convert Notes in connection with a anticipated Effective Date of any Make-Whole Change of Control; provided, however, that, except in Control and issue a press release as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of soon as practicable after the Company to convert such Notes or first determines the right anticipated Effective Date of such Holder to receive Make-Whole SharesChange in Control. Notwithstanding the foregoingIn addition, and for the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole Payment. On on or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail deliver to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, written notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below set forth on Schedule A and is based on the date which such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on on, and including, the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column row of the table below set forth on Schedule A will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to before such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to before the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.10. August 29, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000. (d) If the exact Stock Price and Effective Date is not set forth in the tabletable set forth on Schedule A, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 25.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes; Notes in connection with a Make-Whole Change in Control, and (iii) if the Stock Price is less than $6.21 5.41 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the NotesNotes in connection with a Make-Whole Change in Control. (e) The Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) daysBusiness Days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall file with the Conversion Agent and mail to holders of record of the Notes a notice of the increase at least fifteen (15) days prior to before the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.1310.10. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or the right of such Holder to receive Make-Whole Shares. Notwithstanding the foregoing, and for the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole Payment. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail deliver to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, written notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which that such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column row of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.1010.07. August 29The following table sets forth the Stock Price, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000Effective Date and number of Make-Whole Shares to be added to the Conversion Rate per $1,000 principal amount of the Notes: 7/21/2011 26.3157 15.0697 9.4960 6.5314 4.7876 3.6744 2.3742 1.6542 8/1/2012 26.3157 14.1501 8.4953 5.6317 4.0248 3.0431 1.9397 1.3493 8/1/2013 26.3157 12.8175 7.1653 4.5045 3.1154 2.3129 1.4651 1.0260 8/1/2014 26.3157 10.8262 5.3490 3.0844 2.0421 1.4997 0.9653 0.6921 8/1/2015 26.3157 7.6263 2.8181 1.3813 0.9050 0.6965 0.4821 0.3575 8/1/2016 26.3157 — — — — — — — (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 30.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 7.60 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) To the extent permitted by applicable law and the listing rules of The NASDAQ Global Select Market, the Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable lawlaw and the listing rules of The NASDAQ Global Select Market, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) daysBusiness Days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail file with the Conversion Agent and provide written notice to holders of record the Holders of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. (g) Notwithstanding anything in this Article 10 to the contrary, in the event of any increase in the Conversion Rate that which would result in the Notes, in the aggregate and taken together with the 2031A Notes (as defined in the Offering Memorandum), becoming convertible into shares of Common Stock in excess of the share issuance limitations of the listing standards of The NASDAQ Global Select Market or the principal U.S. securities exchange on which the Common Stock is then listed, the Company shall, at its option, either obtain stockholder approval of such issuances or deliver Cash in lieu of any shares otherwise deliverable upon conversions in excess of such limitations (calculated based on the Daily VWAP on the last Trading Day of the applicable Observation Period).

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.13. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such Upon surrender of Notes for conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of in Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or will have the right to deliver, in lieu of such Holder to receive shares of Common Stock, including the Make-Whole Shares. Notwithstanding the foregoing, Cash or a combination of Cash and for the avoidance shares of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase Common Stock as described in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole PaymentSection 10.02. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.10. August 29, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) The Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to holders of record of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.1310.10. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or the right of such Holder to receive Make-Whole Shares. Notwithstanding the foregoing, and for the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole Payment. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail deliver to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, written notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which that such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column row of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.1010.07. August 29The following table sets forth the Stock Price, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000Effective Date and number of Make-Whole Shares to be added to the Conversion Rate per $1,000 principal amount of the Notes: 2/12/2013 34.305 20.969 13.875 9.6978 7.0955 5.3984 4.2401 2.5869 1.7596 1.2815 0.9755 0.6145 2/15/2014 34.305 20.423 13.009 8.7759 6.2286 4.6256 3.5685 2.131 1.4495 1.0658 0.8219 0.5313 2/15/2015 34.305 19.329 11.639 7.4469 5.0543 3.6304 2.7399 1.6137 1.1169 0.8423 0.6654 0.4485 2/15/2016 34.305 17.485 9.5751 5.5912 3.5256 2.4162 1.7862 1.0779 0.789 0.6245 0.5123 0.3663 2/15/2017 34.305 14.489 6.3958 3.0207 1.6566 1.0972 0.8442 0.6012 0.4898 0.4147 0.359 0.2824 (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 50.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 7.95 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) To the extent permitted by applicable law and the listing rules of The NASDAQ Global Select Market, the Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable lawlaw and the listing rules of The NASDAQ Global Select Market, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) daysBusiness Days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail file with the Conversion Agent and provide written notice to holders of record the Holders of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. (g) Notwithstanding anything in this Article 10 to the contrary, in the event of any increase in the Conversion Rate that would result in the Notes, in the aggregate and taken together with the 2033F Notes (as defined in the Offering Memorandum), becoming convertible into shares of Common Stock in excess of the share issuance limitations of the listing standards of The NASDAQ Global Select Market or the principal U.S. securities exchange on which the Common Stock is then listed, the Company shall, at its option, either obtain stockholder approval of such issuances or deliver Cash in lieu of any shares otherwise deliverable upon conversions in excess of such limitations (calculated based on the Daily VWAP on the last Trading Day of the applicable Observation Period).

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.1310.10. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or the right of such Holder to receive Make-Whole Shares. Notwithstanding the foregoing, and for the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole Payment. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail deliver to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, written notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which that such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column row of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.1010.07. August 29The following table sets forth the Stock Price, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000Effective Date and number of Make-Whole Shares to be added to the Conversion Rate per $1,000 principal amount of the Notes: 4/18/2012 36.3617 18.4376 12.0452 8.7227 6.7550 5.4641 3.8579 2.8782 5/1/2012 36.3617 18.4376 12.0452 8.7227 6.7550 5.4641 3.8579 2.8782 5/1/2013 36.3617 17.5685 11.0860 7.8658 6.0311 4.8598 3.4313 2.5676 5/1/2014 36.3617 16.5136 9.9516 6.8757 5.2092 4.1819 2.9578 2.2226 5/1/2015 36.3617 15.1017 8.5517 5.7127 4.2755 3.4269 2.4371 1.8420 5/1/2016 36.3617 13.2328 6.8375 4.3735 3.2437 2.6104 1.8782 1.4296 5/1/2017 36.3617 10.6991 4.7415 2.8782 2.1486 1.7568 1.2863 0.9854 5/1/2018 36.3617 7.1544 2.2585 1.3463 1.0628 0.8928 0.6625 0.5093 (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 30.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 7.13 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) To the extent permitted by applicable law and the listing rules of The NASDAQ Global Select Market, the Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable lawlaw and the listing rules of The NASDAQ Global Select Market, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) daysBusiness Days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail file with the Conversion Agent and provide written notice to holders of record the Holders of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. (g) Notwithstanding anything in this Article 10 to the contrary, in the event of any increase in the Conversion Rate that would result in the Notes, in the aggregate and taken together with the 2032D Notes (as defined in the Offering Memorandum), becoming convertible into shares of Common Stock in excess of the share issuance limitations of the listing standards of The NASDAQ Global Select Market or the principal U.S. securities exchange on which the Common Stock is then listed, the Company shall, at its option, either obtain stockholder approval of such issuances or deliver Cash in lieu of any shares otherwise deliverable upon conversions in excess of such limitations (calculated based on the Daily VWAP on the last Trading Day of the applicable Observation Period).

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.13. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such Upon surrender of Notes for conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of in Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or will have the right to deliver, in lieu of such Holder to receive shares of Common Stock, including the Make-Whole Shares. Notwithstanding the foregoing, Cash or a combination of Cash and for the avoidance shares of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase Common Stock as described in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole PaymentSection 10.02. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.10. August 29, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 The following table sets forth the Stock Price and number of Make-Whole Shares of Common Stock to be added to the Applicable Conversion Rate per $1,000 principal amount of Notes: $49.39 6.0384 6.0384 6.0384 6.0384 6.0384 6.0384 $55.00 4.9494 4.8198 4.6158 4.3616 4.0482 3.9732 $60.00 4.2042 4.0340 3.7830 3.4582 3.0111 2.4581 $70.00 3.1391 2.9274 2.6333 2.2456 1.6829 0.0771 $80.00 2.4348 2.2127 1.9148 1.5263 0.9754 0.0000 $90.00 1.9484 1.7315 1.4487 1.0881 0.6035 0.0000 $100.00 1.6002 1.3957 1.1357 0.8131 0.4068 0.0000 $110.00 1.3431 1.1540 0.9188 0.6354 0.3001 0.0000 $120.00 1.1479 0.9748 0.7638 0.5163 0.2392 0.0000 $130.00 0.9961 0.8384 0.6496 0.4335 0.2017 0.0000 $140.00 0.8754 0.7319 0.5629 0.3735 0.1765 0.0000 $150.00 0.7779 0.6474 0.4959 0.3289 0.1585 0.0000 $175.00 0.6005 0.4971 0.3798 0.2542 0.1275 0.0000 $200.00 0.4821 0.3989 0.3060 0.2076 0.1067 0.0000 $225.00 0.3976 0.3296 0.2543 0.1745 0.0908 0.0000 $250.00 0.3342 0.2779 0.2155 0.1492 0.0782 0.0000 (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 250.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 49.39 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) The Company may make such increases Notwithstanding anything in this Section 10.13 to the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable lawcontrary, the Company from time to time may increase the Applicable Conversion Rate by any shall not exceed 20.2470 shares per $1,000 principal amount for any period of time if the period is at least twenty (20) days, the increase is irrevocable during the period and the Board Notes as a result of Directors shall have made a determination that such increase would be Make-Whole Change in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to holders of record of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.Control; provided that

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “"Make-Whole Change in Control”") occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “"Make-Whole Shares”"), as described in this Section 10.13. A conversion of Notes will be deemed for these purposes to be “"in connection with” " a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change in Control Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such Upon surrender of Notes for conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of in Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or will have the right to deliver, in lieu of such Holder to receive shares of Common Stock, including the Make-Whole Shares. Notwithstanding the foregoing, Cash or a combination of Cash and for the avoidance shares of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase Common Stock as described in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole PaymentSection 10.02. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which such Make-Whole Change in Control transaction becomes effective (the “"Effective Date”") and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “"Stock Price”"). (c) The Stock Prices set forth in the first column of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.10. August 29, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 [ ] per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 [ ] per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) The Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) . To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to holders of record of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.1310.10. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or the right of such Holder to receive Make-Whole Shares. Notwithstanding the foregoing, and for the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole Payment. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail deliver to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, written notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which that such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column row of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.1010.07. August 29The following table sets forth the Stock Price, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000Effective Date and number of Make-Whole Shares to be added to the Conversion Rate per $1,000 principal amount of the Notes: 7/21/2011 26.3157 13.8036 7.9371 5.0230 3.4277 2.4759 1.4545 0.9380 8/1/2012 26.3157 12.7254 6.7714 4.0243 2.6289 1.8503 1.0700 0.6927 8/1/2013 26.3157 10.9086 5.0909 2.7293 1.6846 1.1644 0.6846 0.4567 8/1/2014 26.3157 7.7697 2.6547 1.1666 0.7014 0.5142 0.3349 0.2349 8/1/2015 26.3157 — — — — — — — (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 30.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 7.60 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) To the extent permitted by applicable law and the listing rules of The NASDAQ Global Select Market, the Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable lawlaw and the listing rules of The NASDAQ Global Select Market, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) daysBusiness Days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail file with the Conversion Agent and provide written notice to holders of record the Holders of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. (g) Notwithstanding anything in this Article 10 to the contrary, in the event of any increase in the Conversion Rate that which would result in the Notes, in the aggregate and taken together with the 2031B Notes (as defined in the Offering Memorandum), becoming convertible into shares of Common Stock in excess of the share issuance limitations of the listing standards of The NASDAQ Global Select Market or the principal U.S. securities exchange on which the Common Stock is then listed, the Company shall, at its option, either obtain stockholder approval of such issuances or deliver Cash in lieu of any shares otherwise deliverable upon conversions in excess of such limitations (calculated based on the Daily VWAP on the last Trading Day of the applicable Observation Period).

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.1310.10. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or the right of such Holder to receive Make-Whole Shares. Notwithstanding the foregoing, and for the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole Payment. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail deliver to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, written notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which that such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column row of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.1010.07. August 29The following table sets forth the Stock Price, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000Effective Date and number of Make-Whole Shares to be added to the Conversion Rate per $1,000 principal amount of the Notes: 2/12/2013 4.3054 2.4128 5.8803 1.8701 .2487 .4447 .1499 .1394 .0140 .3038 .8178 .2017 2/15/2014 4.3054 2.1799 5.3582 1.2558 .6307 .8612 .6156 .7317 .7075 .0708 .6386 .0905 2/15/2015 4.3054 1.7275 4.6066 0.4323 .8339 .1297 .9600 .2506 .3546 .8078 .4380 .9682 2/15/2016 4.3054 0.9084 3.5056 .3119 .7967 .2098 .1582 .6913 .9575 .5168 .2186 .8352 2/15/2017 4.3054 9.5605 1.9156 .7958 .4640 .0750 .2035 .0663 .5277 .2059 .9848 .6934 2/15/2018 4.3054 7.4959 .6545 .7754 .7946 .7332 .1279 .4121 .0864 .8842 .7394 .5413 2/15/2019 4.3054 4.3398 .3239 .0846 .8144 .2960 .0549 .7888 .6486 .5510 .4780 .3759 2/15/2020 4.3054 .5192 (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 50.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 7.95 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) To the extent permitted by applicable law and the listing rules of The NASDAQ Global Select Market, the Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable lawlaw and the listing rules of The NASDAQ Global Select Market, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) daysBusiness Days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail file with the Conversion Agent and provide written notice to holders of record the Holders of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. (g) Notwithstanding anything in this Article 10 to the contrary, in the event of any increase in the Conversion Rate that would result in the Notes, in the aggregate and taken together with the 2033E Notes (as defined in the Offering Memorandum), becoming convertible into shares of Common Stock in excess of the share issuance limitations of the listing standards of The NASDAQ Global Select Market or the principal U.S. securities exchange on which the Common Stock is then listed, the Company shall, at its option, either obtain stockholder approval of such issuances or deliver Cash in lieu of any shares otherwise deliverable upon conversions in excess of such limitations (calculated based on the Daily VWAP on the last Trading Day of the applicable Observation Period).

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.13. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change in Control Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such Upon surrender of Notes for conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of in Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or will have the right to deliver, in lieu of such Holder to receive shares of Common Stock, including the Make-Whole Shares. Notwithstanding the foregoing, Cash or a combination of Cash and for the avoidance shares of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase Common Stock as described in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole PaymentSection 10.02. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.10. August 29, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 $11.25 24.2424 24.2424 24.2424 24.2424 24.2424 24.2424 $14.00 15.5813 14.8709 13.9069 12.5409 10.4733 6.7821 $16.00 11.7987 10.9631 9.8544 8.3139 5.9832 0.0000 $18.00 9.2068 8.3439 7.2225 5.7068 3.5131 0.0000 $20.00 7.3711 6.5326 5.4655 4.0691 2.1755 0.0000 $22.00 6.0350 5.2463 4.2634 3.0207 1.4532 0.0000 $24.00 5.0350 4.3065 3.4172 2.3305 1.0532 0.0000 $26.00 4.2722 3.6064 2.8094 1.8665 0.8254 0.0000 $28.00 3.6755 3.0703 2.3592 1.5424 0.6852 0.0000 $30.00 3.2033 2.6549 2.0212 1.3120 0.5952 0.0000 $32.00 2.8207 2.3240 1.7590 1.1403 0.5304 0.0000 $34.00 2.5053 2.0555 1.5505 1.0075 0.4796 0.0000 $36.00 2.2440 1.8360 1.3834 0.9037 0.4395 0.0000 $38.00 2.0237 1.6530 1.2461 0.8193 0.4056 0.0000 $40.00 1.8358 1.4984 1.1312 0.7491 0.3762 0.0000 $42.00 1.6739 1.3661 1.0335 0.6892 0.3500 0.0000 $44.00 1.5331 1.2516 0.9494 0.6373 0.3266 0.0000 (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 44.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 11.25 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) The Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to holders of record of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

Adjustment to Conversion Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. (a) If, after the date hereof, a Change in Control (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (ii) of the definition thereof, a “Make-Whole Change in Control”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Change in Control, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 10.1310.10. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Change in Control if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in Control up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in clause (ii) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). Such conversion notice shall indicate that the Holder has elected to convert Notes in connection with a Make-Whole Change of Control; provided, however, that, except as set forth in Section 10.25, the failure to so indicate shall not in any way affect the obligation of the Company to convert such Notes or the right of such Holder to receive Make-Whole Shares. Notwithstanding the foregoing, and for the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both (x) an increase in the Applicable Conversion Rate by Make-Whole Shares and (y) a Coupon Make-Whole Payment. On or before the 15th day after the occurrence of a Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail deliver to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, written notice indicating that a Make-Whole Change in Control has occurred. (b) The number of Make-Whole Shares will be determined by reference to the table below and is based on the date which that such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change in Control described in clause (ii) of the definition of Change in Control in which holders of Common Stock receive only Cash), or in the case of any other Make-Whole Change in Control, the average of the Closing Prices per share of Common Stock over the five Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Change in Control (the “Stock Price”). (c) The Stock Prices set forth in the first column row of the table below will be adjusted as of any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so adjusted. In addition, the number of Make-Whole Shares will be subject to adjustment in the same manner as the Applicable Conversion Rate as set forth in Section 10.06 through Section 10.1010.07. August 29The following table sets forth the Stock Price, 2012 27.6973 24.7952 18.9167 14.7889 10.7667 9.2758 7.8417 6.5590 5.4595 4.6600 August 15, 2013 27.6973 21.0898 14.3268 11.2006 8.1543 7.0251 5.9390 4.9675 4.1348 3.5293 August 15, 2014 27.6973 17.2345 9.5512 7.4670 5.4362 4.6834 3.9593 3.3117 2.7566 2.3529 August 15, 2015 27.6973 9.5238 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000Effective Date and number of Make-Whole Shares to be added to the Conversion Rate per $1,000 principal amount of the Notes: 4/18/2012 40.0721 23.0859 16.6057 12.9219 10.5346 8.8437 6.5729 5.0977 5/1/2012 40.0721 23.0859 16.6057 12.9219 10.5346 8.8437 6.5729 5.0977 5/1/2013 40.0721 21.9840 15.5266 11.9814 9.7367 8.1676 6.0775 4.7239 5/1/2014 40.0721 20.8089 14.3402 10.9414 8.8536 7.4190 5.5271 4.3062 5/1/2015 40.0721 19.4985 13.0077 9.7794 7.8721 6.5891 4.9159 3.8394 5/1/2016 40.0721 18.0290 11.5054 8.4827 6.7864 5.6753 4.2427 3.3221 5/1/2017 40.0721 16.2540 9.7608 7.0234 5.5879 4.6752 3.5067 2.7532 5/1/2018 40.0721 14.0916 7.7331 5.4005 4.2871 3.5989 2.7130 2.1357 5/1/2019 40.0721 11.3608 5.3622 3.6298 2.9052 2.4577 1.8632 1.4699 5/1/2020 40.0721 7.7839 2.6372 1.7930 1.4780 1.2612 0.9592 0.7580 (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $15.00 30.00 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes; and (iii) if the Stock Price is less than $6.21 7.13 per share of Common Stock (subject to adjustment as set forth in Section 10.13(c10.10(c)), no Make-Whole Shares will be issued upon conversion of the Notes. (e) To the extent permitted by applicable law and the listing rules of The NASDAQ Global Select Market, the Company may make such increases in the Conversion Rate, in addition to those required by Section 10.06, 10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (f) To the extent permitted by applicable lawlaw and the listing rules of The NASDAQ Global Select Market, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) daysBusiness Days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail file with the Conversion Agent and provide written notice to holders of record the Holders of the Notes a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. (g) Notwithstanding anything in this Article 10 to the contrary, in the event of any increase in the Conversion Rate that would result in the Notes, in the aggregate and taken together with the 2032C Notes (as defined in the Offering Memorandum), becoming convertible into shares of Common Stock in excess of the share issuance limitations of the listing standards of The NASDAQ Global Select Market or the principal U.S. securities exchange on which the Common Stock is then listed, the Company shall, at its option, either obtain stockholder approval of such issuances or deliver Cash in lieu of any shares otherwise deliverable upon conversions in excess of such limitations (calculated based on the Daily VWAP on the last Trading Day of the applicable Observation Period).