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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) |
Shares of restricted stock granted pursuant to the Bankrate, Inc. 2011 Equity Compensation Plan on May 14, 2013, exempt under Rule 16b-3. One-third of the restricted shares will vest on each of the first, second, and third anniversaries of the date of grant, subject to continued employment through such anniversary and also to full or partial acceleration of vesting in the event of certain terminations of employment or the occurrence of a change in control. |
(2) |
Performance shares granted pursuant to the Bankrate, Inc. 2011 Equity Compensation Plan on May 14, 2013, 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 2013 calendar year and could be as many as twice the number of performance shares initially granted or as few as zero shares. The shares will vest, subject to continued employment through the third anniversary of the date of grant and also to full or partial acceleration in the event of certain terminations of employment or the occurrence of 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 16, 2012 and the remainder of the stock option award vests in 36 equal monthly installments, beginning July 16, 2012. |