Okta, Inc 8-K, filed Jun 15, 2020

Okta, Inc. (OKTA)

8-K 2020-06-15 For: 2020-06-09

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Added on April 12, 2026

About this 8-K

Okta, Inc filed this 8-K on June 15, 2020, reporting on events of June 9, 2020.

Items reported

Item 1.01: Entered into a material agreement
Item 2.03: New debt or off-balance-sheet obligation
Item 3.02: Unregistered sale of equity
Item 9.01: Financial statements and exhibits

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Exhibit Number		Description

	4.1	Indenture, dated as of June 12, 2020, between Okta, Inc., and Wilmington Trust, National Association, as trustee.

	4.2	Form of 0.375% Convertible Senior Notes due 2026 (included in Exhibit 4.1).

	10.1	Form of Capped Call Transaction Confirmation.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)


Okta, Inc.

By:		/s/ William E. Losch
Name:		William E. Losch
Title:		Chief Financial Officer


	PAGE
ARTICLE 1
DEFINITIONS

Section 1.01 . Definitions		1
Section 1.02 . References to Interest		14

ARTICLE 2
ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01 . Designation and Amount		14
Section 2.02 . Form of Notes		14
Section 2.03 . Date and Denomination of Notes; Payments of Interest and Defaulted Amounts		15
Section 2.04 . Execution, Authentication and Delivery of Notes		16
Section 2.05 . Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary		17
Section 2.06 . Mutilated, Destroyed, Lost or Stolen Notes		24
Section 2.07 . Temporary Notes		25
Section 2.08 . Cancellation of Notes Paid, Converted, Etc.		25
Section 2.09 . CUSIP Numbers		25
Section 2.10 . Additional Notes; Repurchases		26

ARTICLE 3
SATISFACTION AND DISCHARGE

Section 3.01 . Satisfaction and Discharge		26

ARTICLE 4
PARTICULAR COVENANTS OF THE COMPANY

Section 4.01 . Payment of Principal and Interest		27
Section 4.02 . Maintenance of Office or Agency		27
Section 4.03 . Appointments to Fill Vacancies in Trustee’s Office		27
Section 4.04 . Provisions as to Paying Agent		27
Section 4.05 . Existence		29
Section 4.06 . Rule 144A Information Requirement and Annual Reports		29
Section 4.07 . Stay, Extension and Usury Laws		31
Section 4.08 . Compliance Certificate; Statements as to Defaults		31
Section 4.09 . Further Instruments and Acts		31


ARTICLE 5
LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01 . Lists of Holders			32
Section 5.02 . Preservation and Disclosure of Lists			32

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01 . Events of Default			32
Section 6.02 . Acceleration; Rescission and Annulment			33
Section 6.03 . Additional Interest			34
Section 6.04 . Payments of Notes on Default; Suit Therefor			36
Section 6.05 . Application of Monies Collected by Trustee			37
Section 6.06 . Proceedings by Holders			38
Section 6.07 . Proceedings by Trustee			39
Section 6.08 . Remedies Cumulative and Continuing			39
Section 6.09 . Direction of Proceedings and Waiver of Defaults by Majority of Holders			39
Section 6.10 . Notice of Defaults			40
Section 6.11 . Undertaking to Pay Costs			40

ARTICLE 7
CONCERNING THE TRUSTEE

Section 7.01 . Duties and Responsibilities of Trustee			41
Section 7.02 . Reliance on Documents, Opinions, Etc.			42
Section 7.03 . No Responsibility for Recitals, Etc.			44
Section 7.04 . Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes			45
Section 7.05 . Monies and Shares of Common Stock to Be Held in Trust			45
Section 7.06 . Compensation and Expenses of Trustee			45
Section 7.07 . Officer’s Certificate as Evidence			46
Section 7.08 . Eligibility of Trustee			46
Section 7.09 . Resignation or Removal of Trustee			46
Section 7.10 . Acceptance by Successor Trustee			47
Section 7.11 . Succession by Merger, Etc.			48
Section 7.12 . Trustee’s Application for Instructions from the Company			48

ARTICLE 8
CONCERNING THE HOLDERS

Section 8.01 . Action by Holders			49
Section 8.02 . Proof of Execution by Holders			49
Section 8.03 . Who Are Deemed Absolute Owners			49
Section 8.04 . Company-Owned Notes Disregarded			50
Section 8.05 . Revocation of Consents; Future Holders Bound			50


ARTICLE 9
HOLDERS’ MEETINGS

Section 9.01 . Purpose of Meetings			50
Section 9.02 . Call of Meetings by Trustee			51
Section 9.03 . Call of Meetings by Company or Holders			51
Section 9.04 . Qualifications for Voting			51
Section 9.05 . Regulations			51
Section 9.06 . Voting			52
Section 9.07 . No Delay of Rights by Meeting			52

ARTICLE 10
SUPPLEMENTAL INDENTURES

Section 10.01 . Supplemental Indentures Without Consent of Holders			53
Section 10.02 . Supplemental Indentures with Consent of Holders			54
Section 10.03 . Effect of Supplemental Indentures			55
Section 10.04 . Notation on Notes			55
Section 10.05 . Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee			55

ARTICLE 11
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01 . Company May Consolidate, Etc. on Certain Terms			55
Section 11.02 . Successor Corporation to Be Substituted			56
Section 11.03 . Opinion of Counsel to Be Given to Trustee			57

ARTICLE 12
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01 . Indenture and Notes Solely Corporate Obligations			57

ARTICLE 13
[INTENTIONALLY OMITTED]
ARTICLE 14
CONVERSION OF NOTES

Section 14.01 . Conversion Privilege			57
Section 14.02 . Conversion Procedure; Settlement Upon Conversion			60
Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or During a Redemption Period			66
Section 14.04 . Adjustment of Conversion Rate			68
Section 14.05 . Adjustments of Prices			78
Section 14.06 . Shares to Be Fully Paid			78


Section 14.07 . Effect of Recapitalizations, Reclassifications and Changes of the Common Stock			78
Section 14.08 . Certain Covenants			80
Section 14.09 . Responsibility of Trustee			81
Section 14.10 . Notice to Holders Prior to Certain Actions			81
Section 14.11 . Stockholder Rights Plans			82
Section 14.12 . Exchange in Lieu of Conversion			82

ARTICLE 15
REPURCHASE OF NOTES AT OPTION OF HOLDERS

Section 15.01 . [Intentionally Omitted]			83
Section 15.02 . Repurchase at Option of Holders Upon a Fundamental Change			83
Section 15.03 . Withdrawal of Fundamental Change Repurchase Notice			86
Section 15.04 . Deposit of Fundamental Change Repurchase Price			86
Section 15.05 . Covenant to Comply with Applicable Laws Upon Repurchase of Notes			87

ARTICLE 16
OPTIONAL REDEMPTION

Section 16.01 . Optional Redemption			87
Section 16.02 . Notice of Optional Redemption; Selection of Notes			88
Section 16.03 . Payment of Notes Called for Redemption			89
Section 16.04 Restrictions on Redemption			89

ARTICLE 17
MISCELLANEOUS PROVISIONS

Section 17.01 . Provisions Binding on Company’s Successors			90
Section 17.02 . Official Acts by Successor Corporation			90
Section 17.03 . Addresses for Notices, Etc			90
Section 17.04 . Governing Law; Jurisdiction			91
Section 17.05 . Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee			91
Section 17.06 . Legal Holidays			92
Section 17.07 . No Security Interest Created			92
Section 17.08 . Benefits of Indenture			92
Section 17.09 . Table of Contents, Headings, Etc.			92
Section 17.10 . Authenticating Agent			92
Section 17.11 . Execution in Counterparts			93
Section 17.12 . Severability; Entire Agreement			93
Section 17.13 . Waiver of Jury Trial			93
Section 17.14 . Force Majeure			94
Section 17.15 . Calculations			94
Section 17.16 . USA PATRIOT Act			94
Section 17.17 . Tax Withholding			94


	Stock Price
Effective Date/ Redemption Notice Date	$	180.07	$	200.00	$	238.60	$	275.00	$	310.17	$	350.00	$	400.00	$	450.00	$	500.00	$	550.00	$	600.00	$	750.00
June 12, 2020		1.3621		1.1127		0.7758		0.5687		0.4301		0.3197		0.2253		0.1618		0.1177		0.0863		0.0635		0.0245
June 15, 2021		1.3621		1.1127		0.7610		0.5453		0.4036		0.2928		0.2003		0.1397		0.0987		0.0703		0.0502		0.0175
June 15, 2022		1.3621		1.1090		0.7306		0.5075		0.3644		0.2556		0.1676		0.1120		0.0758		0.0516		0.0351		0.0102
June 15, 2023		1.3621		1.0840		0.6820		0.4525		0.3107		0.2070		0.1273		0.0797		0.0504		0.0319		0.0200		0.0039
June 15, 2024		1.3621		1.0351		0.6038		0.3706		0.2353		0.1433		0.0787		0.0438		0.0245		0.0134		0.0070		0.0003
June 15, 2025		1.3621		0.9433		0.4668		0.2389		0.1263		0.0626		0.0266		0.0113		0.0045		0.0014		0.0002		0.0000
June 15, 2026		1.3621		0.8088		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000


CR₀		=		the Conversion Rate in effect immediately prior to the open of business on the Ex- Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;


CR’	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date, as applicable;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and

OS’	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.



Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.



FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); provided, that if there is no Last Reported Sale Price of the Capital Stock or similar equity interest distributed to holders of the Common Stock on such Ex-Dividend Date, the “Valuation Period” shall be the first 10 consecutive Trading Day period after, and including, the first date such Last Reported Sale Price is available; and

MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.


OKTA, INC.

By:		/s/ William E. Losch
		Name: William E. Losch
		Title: Chief Financial Officer


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Quinton M. DePompolo
		Name: Quinton M. DePompolo
		Title: Banking Officer


Notes are to be delivered, other than to and in the name of the registered holder.

Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:


(Name)


(Street Address)


(City, State and Zip Code)
Please print name and address


		Principal amount to be converted (if less than all): $______,000

		NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


		Social Security or Other Taxpayer
		Identification Number


To:		[__________]² [__________] [__________]

From:		[__________]

Re:		[Base]³[Additional]⁴ Capped Call Transaction

Ref. No:		[__________]⁵

Date:		[_______], 2020


Trade Date:		June [•], 2020

Effective Date:		June [•], 2020, or such other date as agreed by the parties in writing.

Components:		The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Options and Expiration Date set forth in Annex A to this Confirmation. The exercise, valuation and settlement of the Transaction will be effected separately for each Component as if each Component were a separate Transaction under the Agreement.

Option Style:		“European”, as described under “Procedures for Exercise” below.

Option Type:		Call

Seller:		Dealer

Buyer:		Counterparty

Shares:		The Class A common stock of Counterparty, par value USD 0.0001 (Ticker Symbol: “[_____]”).

Number of Options:		For each Component, as provided in Annex A to this Confirmation.⁸

Option Entitlement:		One Share per Option

Strike Price:		USD [_____]

Cap Price:		USD [_____]; provided that in no event shall the Cap Price be reduced to an amount less than the Strike Price in connection with any adjustment by the Calculation Agent under this Confirmation.

Number of Shares:		As of any date, a number of Shares equal to the product of (i) the Number of Options and (ii) the Option Entitlement.



Premium:		USD [_____] (Premium per Option approximately USD [_____]); Dealer and Counterparty hereby agree that notwithstanding anything to the contrary herein or in the Agreement, following the payment of the Premium, in the event that (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement that is within Counterparty’s control) occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to Dealer the amount calculated under Section 6(d) and Section 6(e) or otherwise under the Agreement (calculated as if the Transactions terminated on such Early Termination Date were the sole Transactions under the Agreement) or (b) Counterparty owes to Dealer, pursuant to Sections 12.2, 12.3, 12.6, 12.7, 12.8 or 12.9 of the Equity Definitions or otherwise under the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.

Premium Payment Date:		The Effective Date

Exchange:		The Nasdaq Global Select Market

Related Exchange:		All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such Section.

Procedures for Exercise:

Expiration Time:		The Valuation Time

Expiration Date:		For any Component, as provided in Annex A to this Confirmation (or, if such date is not a Scheduled Valid Day, the next following Scheduled Valid Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Valid Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that in no event shall the Expiration Date be postponed to a date later than the Final Termination Date and, notwithstanding anything to the contrary in this Confirmation or the Equity Definitions, the Relevant Price for such Expiration Date that occurs on the Final Termination Date and is a Disrupted Day shall be the prevailing market value per Share determined by the Calculation Agent in a good faith and commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine in a good faith and commercially reasonable manner that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make commercially reasonable adjustments to the Number of Options for the relevant Component for which such day shall be the Expiration Date, shall designate the Scheduled Valid Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Options for such Component and may determine the Relevant Price based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day. Any Scheduled Valid Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a Scheduled Valid Day; if a closure of the Exchange prior to its normal close of trading on any Scheduled Valid Day is scheduled following the date hereof, then such Scheduled Valid Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.





Final Termination Date:		[__________, 2026]⁹

Automatic Exercise:		Applicable, which means that the Number of Options for the relevant Component will be deemed to be automatically exercised at the Expiration Time on the Expiration Date for such Component if at such time such Component is In-the-Money, unless Buyer notifies Seller (in writing) prior to the Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur with respect to such Component, in which case Automatic Exercise will not apply with respect to such Component. “In-the-Money” means, in respect of any Component, that the Relevant Price on the Expiration Date for such Component is greater than the Strike Price for such Component.

Valuation Time:		At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in a good faith and commercially reasonable manner.

Valuation Date:		For any Component, the Expiration Date therefor.

Market Disruption Event:		Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof. Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Settlement Terms:

Settlement Method Election:		Applicable; provided that (a) Section 7.1 of the Equity Definitions is hereby amended by replacing the term “Physical Settlement” with the term “Net Share Settlement”, (b) Counterparty must make a single irrevocable election for all Components and (c) if Counterparty is electing Cash Settlement, such Settlement Method Election would be effective only if Counterparty represents and warrants to Dealer in writing on the date of such Settlement Method Election that (i) Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, and (ii) such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. Without limiting the generality of the foregoing, Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Sections 9 and 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder in respect of such election.

Electing Party:		Counterparty

Settlement Method Election Date:		The second Scheduled Valid Day prior to the scheduled Expiration Date for the Component with the earliest scheduled Expiration Date.

Default Settlement Method:		Net Share Settlement





Net Share Settlement:		With respect to any Component, if Net Share Settlement is applicable to the Options exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the Settlement Date, a number of Shares (the “Net Share Settlement Amount”) equal to (i) the Daily Option Value on the Expiration Date of such Component divided by (ii) the Relevant Price on such Expiration Date. Dealer will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the Expiration Date of such Component.

Cash Settlement:		With respect to any Component, if Cash Settlement is applicable to the Options exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the Settlement Date, an amount of cash (the “Cash Settlement Amount”) equal to the Daily Option Value on the Expiration Date of such Component.

Daily Option Value:		For any Component, an amount equal to (i) the Number of Options in such Component, multiplied by (ii) the Option Entitlement, multiplied by (iii) (A) the lesser of the Relevant Price on the Expiration Date of such Component and the Cap Price, minus (B) the Strike Price on such Expiration Date; provided that if the calculation contained in clause (iii) above results in a negative number, the Daily Option Value for such Component shall be deemed to be zero. In no event will the Daily Option Value be less than zero.

Valid Day:		A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange. If the Shares are not listed, quoted or traded on any U.S. securities exchange or any other market, “Valid Day” means a Business Day.

Scheduled Valid Day:		A day that is scheduled to be a Valid Day on the Exchange. If the Shares are not listed, quoted or traded on any U.S. securities exchange or any other market, “Scheduled Valid Day” means a Business Day.

Business Day:		Any day other than a Saturday, a Sunday or other day on which banking institutions are authorized or required by law, regulation or executive order to close or be closed in the State of New York.

Relevant Price:		On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “[_____] <equity> AQR” (or its equivalent successor if such page is not available) (the “VWAP”) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent in a good faith and commercially reasonable manner using, if practicable, a volume-weighted average method substantially similar to the method for determining the VWAP). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

Settlement Date:		For all Components of the Transaction, the date one Settlement Cycle immediately following the Expiration Date for the Component with the latest scheduled Expiration Date.



Settlement Currency:		USD

Other Applicable Provisions:		The provisions of Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Net Share Settlement.”

Representation and Agreement:		Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions, obligations and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).

Adjustments:

Method of Adjustment:		Calculation Agent Adjustment; provided that the parties agree that (x) open market Share repurchases at prevailing market price and (y) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including, without limitation, any discount to average VWAP prices) that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares shall not be considered Potential Adjustment Events; provided, further, that, the entry into any such accelerated share repurchase transaction, forward contract or similar transaction described in the immediately preceding proviso shall constitute a Potential Adjustment Event to the extent that, after giving effect to such transaction, either (i) the aggregate number of Shares repurchased during the term of the Transaction pursuant to all such transactions described in the immediately preceding proviso would exceed the greater of 20% of the number of Shares outstanding (x) as of the Trade Date and (y) as set forth in Counterparty’s most recent quarterly report on Form 10-Q, in each case, as determined by Calculation Agent; or (ii) the aggregate number of Shares repurchased during any 12 month period during the term of the Transaction pursuant to all such transactions described in the immediately preceding proviso would exceed 10% of the number of Shares outstanding immediately prior to the date such repurchase, as determined by Calculation Agent.


Extraordinary Events:

New Shares:		In the definition of New Shares in Section 12.1(i) of the Equity Definitions, (a) the text in clause (i) thereof shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors),” and (b) the following phrase shall be inserted immediately prior to the period: “and (iii) of a corporation organized under the laws of the United States, any State thereof or the District of Columbia that (x) also becomes the Counterparty under the Transaction or (y) agrees to be subject to Sections 8(d) and 8(e) of the Confirmation governing the Transaction, in either case, following such Merger Event or Tender Offer”.

Merger Events:		Applicable

Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Cancellation and Payment (Calculation Agent Determination)

(c) Share-for-Combined:		Cancellation and Payment (Calculation Agent Determination); provided that the Calculation Agent may elect Component Adjustment for all or part of the Transaction

Tender Offer:		Applicable; provided that the definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Counterparty” in the third and fourth line thereof with “greater than 20% and less than 100% of the outstanding Shares of the Counterparty”. In addition, Section 12.1(e) of the Equity Definitions shall be amended by replacing “voting shares” in the first line thereof with “Shares”, and Section 12.1(l) of the Equity Definitions shall be amended by replacing “voting shares” in the fifth line thereof with “Shares”.

Consequences of Tender Offers:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Modified Calculation Agent Adjustment

(c) Share-for-Combined:		Modified Calculation Agent Adjustment



Consequences of Announcement Events:		Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and (z) for the avoidance of doubt, the Calculation Agent shall, in good faith and a commercially reasonable manner, determine whether the relevant Announcement Event has had a material economic effect on the Transaction and, if so, shall adjust the Cap Price accordingly in a commercially reasonable manner to take into account such economic effect of the relevant Announcement Event on the Transaction on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable; provided further that upon the Calculation Agent making an adjustment, determined in a commercially reasonable manner, to the Cap Price upon any Announcement Event, then the Calculation Agent shall make an adjustment to the Cap Price upon any announcement regarding the same event that gave rise to the original Announcement Event regarding the abandonment of any such event to the extent necessary to reflect the economic effect of such subsequent announcement on the Transaction (provided that in no event shall the Cap Price be less than the Strike Price).

Announcement Event:		(i) The public announcement (whether by Counterparty or a Valid Third Party Entity) of any Merger Event or Tender Offer, or the announcement by Counterparty of any intention to enter into a Merger Event or Tender Offer, (ii) the public announcement (whether by Counterparty or a Valid Third Party Entity) of any potential acquisition or disposition by Counterparty and/or its subsidiaries where the consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (an “Acquisition Transaction”), (iii) the public announcement (whether by Counterparty or a Valid Third Party Entity) of an intention by Counterparty or such Valid Third Party Entity to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event, Tender Offer or Acquisition Transaction, or (iv) any subsequent public announcement (whether by Counterparty or a Valid Third Party Entity) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iii) of this sentence (including, without limitation, a new announcement relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention); provided that, for the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention.

Valid Third Party Entity:		In respect of any transaction, any third party that has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares).



Notice of Merger Consideration and Consequences:		Upon the occurrence of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Counterparty shall reasonably promptly (but in any event prior to the relevant Merger Date) notify the Calculation Agent of (i) the type and amount of consideration that a holder of Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause Shares to be converted into the right to receive more than a single type of consideration and (ii) the weighted average of the types and amounts of consideration to be received by the holders of Shares that affirmatively make such an election.

Nationalization, Insolvency or Delisting:		Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

(a) Change in Law:		Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal interpretation”, (ii) by adding the phrase “and/or type of Hedge Position that would be entered into by a commercially reasonable dealer” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.

(b) Failure to Deliver:		Applicable

(c) Insolvency Filing:		Applicable

(d) Hedging Disruption:		Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.

(e) Increased Cost of Hedging:		Not Applicable

Hedging Party:		Dealer



Determining Party:		For all applicable Extraordinary Events, Dealer; provided that, when making any determination or calculation as “Determining Party,” Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if Determining Party were the Calculation Agent. Following any determination or calculation by Determining Party hereunder, upon a written request by Counterparty, Determining Party will promptly (but in any event within five Scheduled Trading Days) provide to Counterparty in writing a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation (including any assumptions used in making such determination or calculation), it being understood that in no event will Determining Party be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such determination or calculation or any information that is subject to an obligation not to disclose such information.

Non-Reliance:		Applicable

Agreements and Acknowledgments Regarding Hedging Activities:		Applicable

Additional Acknowledgments:		Applicable

3. Calculation Agent:		Dealer; provided that, following the occurrence and during the continuance of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, Counterparty shall have the right to designate a nationally recognized third party dealer in over-the-counter corporate equity derivatives to replace Dealer as the Calculation Agent, and the parties shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent.

		Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent will promptly (but in any event within five Scheduled Trading Days) provide to Counterparty in writing a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, determination or calculation (including any assumptions used in making such adjustment, determination or calculation), it being understood that in no event will the Calculation Agent be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such adjustment, determination or calculation or any information that is subject to an obligation not to disclose such information.



4. Account Details:

Dealer Payment Instructions:

[Bank:]		[_________]

[SWIFT:]		[_________]


[Bank Routing:]		[_________]
[Acct Name:]		[_________]
[Acct No.:]		[_________]

Counterparty Payment Instructions: To be advised.

5. Offices:

The Office of Dealer for the Transaction is: [____________]

The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party.

6. Notices: For purposes of this Confirmation:

(a) Address for notices or communications to Counterparty:

To:		[____________]

Attention:		[____________]
Telephone:		[____________]
Email:		[____________]

(b) Address for notices or communications to Dealer:

To:		[____________]

Attention:		[____________]
Telephone:		[____________]
Email:		[____________]

With a copy to:

To:		[____________]

Attention:		[____________]
Telephone:		[____________]
Email:		[____________]


Share Termination Alternative:		If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment.

Share Termination Delivery Property:		A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

Share Termination Unit Price:		The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider a variety of factors, including the market price of the Share Termination Delivery Units and/or the purchase price paid in connection with the commercially reasonable purchase of Share Termination Delivery Property.

Share Termination Delivery Unit:		One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent.

Failure to Deliver:		Applicable

Other Applicable Provisions:		If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.


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