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Explanation of Responses:
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1)
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On May 3, 2016, the issuer and Quintiles Transnational Holdings, Inc. ("Quintiles") entered into an Agreement and Plan of Merger pursuant to which on October 3, 2016 the issuer merged with and into Quintiles (the "merger"), the separate existence of the issuer ceased and Quintiles will continue as the surviving corporation, operating under the name Quintiles IMS Holdings, Inc.
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2)
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On February 10, 2015 the reporting person was granted 5,018 performance-based restricted stock units. The shares are earned based on the company's financial results over a three-year period (January 1, 2015 - December 31, 2017). In connection with the merger and based on the performance criteria achieved, 5,981 shares of issuer common stock were issued to the recipient. The performance-based restricted stock unit was assumed by Quintiles in the merger and replaced with a time-based restricted stock unit of 2,296 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger. The shares will vest on December 31, 2017.
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3)
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On February 2, 2016, the reporting person was granted 5,420 performance-based restricted stock units. The shares are earned based on the company's financial results over a three-year period (January 1, 2016 - December 31, 2018). In connection with the merger and based on the performance criteria achieved, 7,463 shares of issuer common stock were issued to the recipient. The performance-based restricted stock unit was assumed by Quintiles in the merger and replaced with a time-based restricted stock unit of 2,865 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger. The shares will vest on December 31, 2018.
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4)
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Disposed of pursuant to merger agreement in exchange for 5,162 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.
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5)
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This option was assumed by Quintiles in the merger and replaced with an option to purchase 6,144 shares of Quintiles IMS Holdings, Inc. common stock at a price of $26.05 per share.
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6)
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This option was assumed by Quintiles in the merger and replaced with an option to purchase 2,304 shares of Quintiles IMS Holdings, Inc. common stock at a price of $15.11 per share.
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7)
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This option was assumed by Quintiles in the merger and replaced with an option to purchase 3,072 shares of Quintiles IMS Holdings, Inc. common stock at a price of $8.34 per share.
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8)
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This option was assumed by Quintiles in the merger and replaced with an option to purchase 2,304 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.
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9)
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This option vests in two annual installments beginning on February 13, 2017.
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10)
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This option was assumed by Quintiles in the merger and replaced with an option to purchase 921 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.
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11)
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On February 13, 2013, the reporting person was granted a performance-based option to purchase 4,000 shares of issuer common stock. This option vests in five equal annual installments beginning February 13, 2014, subject to achievement of certain performance criteria for each of the fiscal years ending December 31, 2013, 2014, 2015, 2016, and 2017. In connection with the merger, the performance criteria was achieved resulting in 1,600 options earned. The performance-based option was assumed by Quintiles in the merger and replaced with a time-based option.
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12)
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This option was assumed by Quintiles in the merger and replaced with an option to purchase 614 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.
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13)
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This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 1,294 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
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14)
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This stock appreciation right vests in three annual installments beginning on February 10, 2017.
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15)
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This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 3,883 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
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16)
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This stock appreciation right vests in four annual installments beginning on February 2, 2017.
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17)
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This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 6,379 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share.
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