* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Includes 26,244 restricted shares. |
(2) |
Performance shares granted pursuant to the Bankrate, Inc. 2011 Equity Compensation Plan on February 3, 2014, exempt under Rule 16b-3. The actual number of shares of common stock that will vest will depend on the Company's financial performance in respect of the 2014 and 2015 calendar years and could be as many as one and a half times the number of performance shares initially granted or as few as zero shares. Half of the shares that are earned will vest following the determination of the award value following the end of 2015 and the remaining half will vest on the third anniversary of the grant date, subject to continued employment through the applicable vesting dates. The shares are also subject to full or partial acceleration in the event of certain terminations of employment or the occurrence of certain terminations of employment following a change in control. |
(3) |
Represents the "target" number of shares of common stock. The actual number of shares that will vest could be less than or greater than the target number, depending on the level of performance achieved. |
(4) |
Granted under the Bankrate, Inc. 2011 Equity Compensation Plan. A portion of the stock option award exercisable for 1/4 of the shares vested on June 1, 2013 and the remainder of the stock option award vests in 36 equal monthly installments, beginning July 1, 2013. |