The procedures for voting are as follows:

Stockholder of Record

If you are a stockholder of record, you may vote in person at the Annual Meeting. Alternatively, you may vote by proxy through the Internet, by phone or using the accompanying proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy.

Beneficial Owner

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice or a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply follow the instructions in the Notice received from your broker, bank or other agent to vote on the Internet or, if you received a proxy card by mail, complete, sign and return the proxy card to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included in the Notice or with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Stockholder of Record

If you are a stockholder of record, you may revoke your proxy in one of the four following ways:

Your most current Internet proxy or proxy card will be the one that is counted at the Annual Meeting.

Beneficial Owner

If you are a beneficial owner of shares, you may revoke your proxy by following instructions provided by your broker, bank or other agent.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL DIRECTOR NOMINEES

Our board of directors has affirmatively determined that Messrs. Dick P. Allen, Edward L. Cahill, Fred E. Cohen, Howard E. Greene, Jr., Douglas A. Roeder, Jesse I. Treu,

Lonnie M. Smith and Christopher J. Twomey meet the definition of “independent director” under the applicable NASDAQ Listing Rules.

None of the directors or nominees for director was selected pursuant to any arrangement or understanding, other than

with the directors of the Company acting within their capacity as such.

The positions of chairman of the board and chief executive officer are presently separated. We believe that separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead our board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that the chief executive officer is required to devote to his position in the current business environment, as

well as the commitment required to serve as our chairman, particularly as our board of directors’ oversight responsibilities continue to grow. While our amended and restated bylaws and corporate governance principles do not require that our chairman and chief executive officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations, strategic direction and intellectual property. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of our board of directors in overseeing the management of our risks is conducted primarily through

committees of our board of directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting.

During 2013, our board of directors met six times (including telephonic meetings) and took action by written consent two times. Each director attended at least 75% of the meetings held while he was a director, either in person or by

teleconference. Additionally, each director attended at least 75% of the meetings for each committee on which he or she served.

Our board of directors has three standing committees: the audit committee, the compensation committee, and the nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of our board of directors when necessary to address specific issues. For instance, at the time of our initial public offering we established a pricing committee to determine the offering price and other terms of our initial

public offering. At present, no special committees have been established.

Each of the three standing committees has a written charter that has been approved by our board of directors. A copy of each charter is available on our website at www.tandemdiabetes.com by selecting the “Investor Center” icon at the bottom of the page, followed by the “Corporate Governance” hyperlink.

During 2013, our audit committee met two times (including telephonic meetings) and took action by written consent once. Each of the members of the audit committee has been determined to be an independent director under applicable SEC rules and the applicable NASDAQ Listing Rules. Our board of directors has affirmatively determined that Mr. Twomey is designated as an “audit committee financial expert.”

Our audit committee’s responsibilities include:

During 2013, our compensation committee met four times (including telephonic meetings) and took action by written consent two times. Each of the members of the compensation committee has been determined to be an independent director under the applicable NASDAQ Listing Rules.

Our compensation committee’s responsibilities include:

Our nominating and corporate governance committee met one time (including telephonic meetings) during 2013. Each of the members of the nominating and corporate governance committee has been determined to be an independent director under the applicable NASDAQ Listing Rules.

Our nominating and corporate governance committee’s responsibilities include:

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of the board of directors or any member of the compensation committee (or other committee performing equivalent functions) of any other company.

We have entered into an indemnification agreement with each of our directors, including Dick P. Allen, Douglas A. Roeder and Howard E. Greene, Jr., who comprise our compensation committee. For additional information, see “Certain Relationships and Related Transactions— Indemnification Agreements with our Directors and Officers.”

The goal of our nominating and corporate governance committee, which we refer to as the committee for purposes of this section, is to assemble a well-rounded board of directors that consists of directors with backgrounds that are complementary to one another, reflecting a variety of experiences, skills and expertise. The committee’s current selection criteria for prospective nominees, as set forth in the committee’s charter, are as follows:

In considering whether to recommend any candidate for inclusion in the slate of recommended nominees for our board of directors, including candidates recommended by stockholders, the committee applies the criteria set forth above.

While we do not have a policy regarding board diversity, it is one of a number of factors that the committee takes into account in identifying nominees.

The committee believes it is appropriate for our President and Chief Executive Officer to serve as a member of our board of directors.

The committee currently has a policy of evaluating nominees recommended by stockholders in the same manner as it evaluates other nominees. We do not intend to treat stockholder recommendations in any manner different from other recommendations. Under our amended and restated bylaws, stockholders wishing to propose a director nominee should send the required information to our corporate secretary. We have not received director candidate recommendations from our stockholders.

We have adopted a code of ethics that applies to our Chief Executive Officer and other senior financial officers (our Chief Financial Officer, Vice President of Finance and other senior financial officers performing similar functions), which is designed to meet the requirements of Item 406 of Regulation S-K. We have also adopted a code of ethics that applies to all of our employees, officers and directors,

which is designed to meet the requirements of the applicable NASDAQ Listing Rules. Each of these documents is available on our website at www.tandemdiabetes.com by selecting the “Investor Center” icon at the bottom of the page, followed by the “Corporate Governance” hyperlink.

Stockholders seeking to communicate with our board of directors, as a whole, may send such communication to: Tandem Diabetes Care, Inc., 11045 Roselle St., San Diego, CA 92121, Attention: General Counsel. Stockholders seeking to communicate with an individual director, in his or her capacity as a member of our board

of directors, may send such communication to the same address to the attention of such individual director. We will promptly forward any such stockholder communication to each director to whom such stockholder communication is addressed to the address specified by each such director.

Our board of directors is in the process of considering whether to allow non-employee directors to elect to receive an equity award under the 2013 Stock Incentive Plan, or 2013 Plan, in lieu of receiving all or any portion of the cash retainers described above, but the final terms of that proposed arrangement have not been determined at this time.

In November 2013, each non-employee director received an option to purchase 17,000 shares (except for Mr. Twomey who received an option to purchase 21,000 shares) upon the pricing of our initial public offering. Each such option was granted with an exercise price equal to $15.00 per share, the offering price in our initial public offering, and vests in equal monthly installments over a period of 12 months following the grant date, subject to the individual’s continued service as a director. Each of these grants was made pursuant to the 2013 Plan. For additional information, see “Executive Compensation—2013 Stock Incentive Plan.”

Under our director compensation program, each non-employee director first elected to our board of directors will receive an option to purchase 25,000 shares of our common stock upon his or her initial election to our board of directors. Each of these options will vest in equal monthly installments over a period of 36 months following the grant date, subject to the individual’s continued service as a director. Further,

annually on November 15 of each year, each non-employee director then serving on our board of directors will receive an option to purchase an additional 17,000 shares of our common stock (subject to pro-ration for each full month of service on our board of directors prior to such date). Each of these options will vest in equal monthly installments over a period of 12 months following the grant date, subject to the individual’s continued service as a director. The exercise price of all options granted to our non-employee directors will equal the fair market value of our common stock on the date of grant. Each of these stock options, as well as any other equity awards to non-employee directors, is expected to be made pursuant to the 2013 Plan.

Under the new director compensation program, we have agreed to continue to reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings.

The director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A “FOR” VOTE FOR THIS PROPOSAL

Our audit committee has established a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the audit committee. These services may include audit services, audit- related services, tax services and other services. Our audit committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our

auditors. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to our audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

Mr. Blickenstaff’s biography can be found under the heading “Proposal 1—Election of Directors.”

Robert B. Anacone has served as our Executive Vice President and Chief Commercial Officer since April 2013. Mr. Anacone served as our Senior Vice President, Business Development, Marketing and Sales, from February 2009 to April 2013. Prior to joining our company, Mr. Anacone served as Senior Vice President, Worldwide Marketing and Sales, of Biosite from October 2005 to June 2007, and as Senior Vice President and General Manager from July 2007 to June 2008. Mr. Anacone holds a B.S. in Economics from the University of Hartford.

David B. Berger has served as our General Counsel since August 2013. From January 2008 until August 2013, he served as Vice President, General Counsel and Corporate Secretary of Senomyx, Inc. (NASDAQ: SNMX) and was promoted to Senior Vice President in January 2012. He continues to serve as Corporate Secretary of Senomyx. From April 2003 until October 2007, Mr. Berger was responsible for all commercial aspects of legal affairs at Biosite. At Biosite, Mr. Berger most recently held the position of Vice President, Legal Affairs. Previously, Mr. Berger was an attorney at Cooley Godward LLP and Amylin Pharmaceuticals, Inc. Mr. Berger holds a B.A. in Economics from the University of California, Berkeley and a J.D. from Stanford Law School.

John Cajigas has served as our Chief Financial Officer and Treasurer since May 2008. Prior to joining our company, Mr. Cajigas served in various accounting and finance positions, most recently as Vice President, Finance, of Biosite from August 1995 until August 2007. Prior to joining Biosite, Mr. Cajigas worked as an Audit Manager with Ernst & Young

LLP, working primarily with clients in the technology and biotechnology industries. Mr. Cajigas is a certified public accountant (inactive) and holds a B.S. in Business Administration from San Diego State University.

Susan M. Morrison has served as our Chief Administrative Officer since September 2013. From April 2013 until September 2013, she served as our Vice President, Human Resources, Corporate and Investor Relations. Ms. Morrison served as our Director, Corporate and Investor Relations, from January 2009 to March 2013, and was our Director, Corporate Services from November 2007 to December 2008. Prior to joining us, Ms. Morrison held various positions in Corporate and Investor Relations at Biosite from August 2003 through November 2007. Ms. Morrison holds a B.A. in Public Relations from Western Michigan University.

John F. Sheridan has served as our Executive Vice President and Chief Operating Officer since April 2013. Prior to joining our company, Mr. Sheridan served as Chief Operating Officer of Rapiscan Systems, Inc., a provider of security equipment and systems, from March 2012 to February 2013. Mr. Sheridan served as Executive Vice President of Research and Development and Operations for Volcano Corporation (NASDAQ: VOLC), a medical technology company, from November 2004 to March 2010. From May 2002 to May 2004, Mr. Sheridan served as Executive Vice President of Operations at CardioNet, Inc., a medical technology company. From March 1998 to May 2002, he served as Vice President of Operations at Digirad Corporation, a medical imaging company. Mr. Sheridan holds a B.S. in Chemistry from the University of West Florida and an M.B.A. from Boston University.

The following table sets forth information regarding the beneficial ownership of our common stock as of January 31, 2014, except as noted in the footnotes below, for:

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within

60 days of January 31, 2014, pursuant to the exercise of options, warrants or other rights, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. The address for each director and executive officer listed is: c/o Tandem Diabetes Care, Inc., 11045 Roselle Street, San Diego, California 92121.

Percentage of beneficial ownership is based on 22,931,683 shares of common stock outstanding as of January 31, 2014.

The primary objective of our executive compensation program is to attract and retain talented executives with the skills necessary to lead us and create long-term value for our stockholders. We recognize that there is significant competition for talented executives, especially in the medical device industry, and it can be particularly challenging for early-stage companies to recruit experienced executives. When establishing our executive compensation program, our compensation committee, which we refer to as the committee for purposes of this “Executive Compensation” section, is guided by the following four principles:

The committee is primarily responsible for developing, reviewing and approving our compensation programs,

including the compensation arrangements that apply to our named executive officers, and regularly reporting to our board of directors regarding the adoption of such programs. In particular, the committee is responsible for overseeing our cash and equity incentive plans, including approving individual grants or awards thereunder, with the exception of grants or awards to our chief executive officer which must be approved by our independent directors. The committee is also responsible for approving individual and company performance goals and objectives that are relevant to the compensation of our executive officers and other key employees.

The committee evaluates the total compensation of our named executive officers and other executives relative to available compensation information from companies in our industry that are at a similar size and stage of growth. The committee’s historical practice has been to benchmark our executive salaries just above market at the 60th percentile compared to relevant survey data in order to compete in the market for talented executives.

The committee has not established any formal policies or guidelines for allocating between long-term and currently paid compensation, or between cash and non-cash compensation. In determining the amount and mix of compensation elements and whether each element provides the correct incentives in light of our compensation objectives, the committee relies on its judgment and experience rather than adopting a formulaic approach to compensation decisions.

Historically, the committee has reviewed compensation data from industry compensation surveys as a component of its executive compensation decision making process. For compensation decisions prior to our initial public offering, the

committee reviewed compensation data provided by (i) Radford Surveys, an independent national technology and life sciences compensation consulting firm, and (ii) Top 5, an independent consulting firm focused on executive

compensation, sales force compensation and equity strategy development. The committee also reviewed an executive compensation survey report, which provided compensation data from 206 private, venture-backed life sciences companies.

The committee used the information supplied in the reports and surveys to evaluate the total compensation, as well as

each element of compensation, for each executive officer, including the named executive officers. The committee believes it is important to review this compensation data because we compete for executive talent and stockholder investment with the type of companies identified in the reports and surveys.

In September 2013, in anticipation of our initial public offering, our management team interviewed several potential external consultants to provide compensation consulting services to the committee. After meeting with representatives of several firms, our management team recommended the engagement of Barney & Barney as an independent compensation consultation. After presenting the proposed terms of Barney & Barney’s engagement, the committee authorized our management team to engage Barney & Barney to provide compensation consulting services directly to the committee. More specifically, Barney & Barney was first asked to advise the committee with respect to the process of selecting an appropriate peer group, and collecting and analyzing compensation data from the companies within our peer group. To the extent the data from our peer group was

insufficient as to any specific executive officers, Barney & Barney was authorized to review and analyze relevant data from other market surveys. The committee determined our peer group in October 2013, and the peer group data was then used by the committee in late 2013 and early 2014 as a tool to determine the appropriate amount and mix of compensation for our executive officers.

The peer group companies were selected primarily based on their similarities to Tandem, as of the time that the survey was performed, with respect to revenue, market capitalization, nature of operations, number of employees and location. Our peer group is currently comprised of the following 22 companies in the medical device and biotechnology industry:

Barney & Barney also was engaged to conduct an independent review of our compensation practices for both our non-employee directors as well as our executive officers as compared to the newly identified peer group and to present the results of such evaluation to the committee. In October 2013 Barney & Barney presented the results of its review to the committee and recommended certain modifications to the change of control arrangements for each of our executive officers, which the committee took into consideration in adopting changes to the employment severance agreements prior to the completion of our initial public offering. For additional information, see “Executive Compensation – Employment Severance Agreements.” Barney & Barney also presented an analysis comparing the outstanding and proposed equity awards for our executive officers to the outstanding equity awards held by individuals with similar titles and levels of responsibility within the peer group, which the Committee took into consideration in its decision to award stock option awards to our executive officers at the time of our initial public offering. Furthermore, Barney & Barney presented a proposed compensation plan for non-employee directors, including suggested cash and equity compensation arrangements.

Barney & Barney also provided insurance brokerage services to us during 2013 and continues to do so. In particular, during 2013 Barney & Barney earned commission payments totaling approximately $225,279 in connection with insurance brokerage services that they provided to us during the year. We also paid Barney & Barney approximately $45,000 for the compensation consulting services described above during 2013. However, the committee has considered whether the work of Barney & Barney as a compensation consultant has raised any conflict of interest, taking into account the following factors: (i) the amount of fees paid by us to Barney & Barney as a percentage of that firm’s total revenue; (ii) the provision of other services to us by Barney & Barney; (iii) Barney & Barney’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the individual compensation advisors with any member of the committee; (v) any business relationship of Barney & Barney, or business or personal relationship of the individual compensation advisors, with any of our executive officers; and (vi) any of our stock owned by Barney & Barney or the individual compensation advisors. Based on the above factors, the committee has concluded that the work of Barney & Barney and the individual compensation advisors

employed by Barney & Barney as compensation consultants to us has not created any conflict of interest. Going forward, the committee intends to assess the independence of any of

our compensation advisers consistent with the applicable NASDAQ Listing Rules.

In light of the committee’s review of the compensation survey data and the additional information provided by Barney & Barney as set forth above, and in furtherance of our compensation philosophy and objectives, the executive

compensation program for our named executive officers generally consists of a base salary, a cash incentive program, equity-based awards and other benefits.

We pay base salaries to attract and retain key executives with the necessary experience for our future growth and success. Base salaries provide a base amount of compensation. Base salaries reflect each executive officer’s responsibility level, tenure with us, individual performance and business experience.

The committee establishes base salaries after reviewing industry compensation data as discussed above. In keeping with its philosophy of paying just above market salaries in order to attract executive talent and stay competitive in the market, the committee generally sets base salary at

approximately the 60th percentile of the base salaries paid to executives with similar titles and levels of responsibility at the surveyed companies. Salaries are then reviewed periodically and adjusted as warranted in response to updated data regarding comparable market salaries, as well factors such as individual performance and responsibility level.

In February 2014 the committee recommended, and the independent directors of our board of directors approved, the following increases to the base salaries for each of our named executive officers:

For 2013, we adopted a cash incentive program, or the 2013 Cash Bonus Plan, that applied to each of our executive officers, as well as to certain other senior management personnel. The committee approved the 2013 Cash Bonus Plan because it believes that aligning the payment of cash incentives with the achievement of a specified Company performance objective creates long-term value for us and aligns the compensation of our executive officers with the interests of our stockholders.

Under the terms of the 2013 Cash Bonus Plan, incentives could be earned based on our total revenue for fiscal year 2013 as compared to a 2013 revenue target, provided that we also did not exceed a maximum operating loss threshold for 2013. The target cash incentive amount for each executive officer was initially set as a percentage of the executive

officer’s base salary. While the 2013 revenue target was not achieved, consistent with the terms of the 2013 Cash Bonus Plan, in February 2014 the independent directors of our board of directors and the committee considered other factors deemed appropriate in electing to award cash bonuses under the 2013 Cash Bonus Plan. A number of factors were deemed relevant by our board of directors and the committee in electing to award these amounts, including the successful completion of our initial public offering and the achievement of significant regulatory and product development milestones in 2013.

The amounts awarded to Messrs. Blickenstaff and Cajigas and Ms. Morrison under the 2013 Cash Bonus Plan are set forth opposite their names in the table below:

2014 Cash Bonus Plan

For 2014, we adopted a cash incentive plan, or the 2014 Cash Bonus Plan, that will be utilized to calculate the cash bonuses that may become payable to our executive officers and other senior management personnel with respect to fiscal year 2014. With the recommendation of the committee, in February 2014 the independent directors of our board of directors approved the 2014 Cash Bonus Plan in order to

align plan participants with our business goals and strategies and to further the objectives of our executive compensation program.

The target cash bonus amount for each plan participant is set as a percentage of the participant’s base salary as determined by the committee. The 2014 base salary, target percentage and resulting target cash bonus amount for each named executive officer is set forth in the table below:

Cash bonuses may be earned under the 2014 Cash Bonus Plan based on the achievement of specified financial performance objectives and product development milestones. The percentage of the target cash bonus for each plan

participant that is subject to the financial performance objectives and the product development milestones, respectively, is set forth in the table below:

Bonus payments under the 2014 Cash Bonus Plan, if any, will be made at the discretion of our board of directors or the committee. The financial performance component and product development component of the 2014 Cash Bonus Plan may be earned independent of one another. If we do not achieve either the financial performance component or the product development component of the 2014 Cash Bonus Plan, no payouts will be made unless our board of directors or the committee determines that there are other factors that merit consideration in the determination of bonus awards, which may be determined on an individual basis.

The portion of the 2014 Cash Bonus Plan incentives that relate to the financial performance objectives may be earned

based on our actual revenue for fiscal year 2014 as compared to a pre-established 2014 revenue target, provided we also achieve at least a minimum operating margin percentage for 2014.

The portion of the 2014 Cash Bonus Plan incentives that relate to the product development milestones generally require that we submit regulatory filings, successfully complete regulatory inspections and obtain clearance for certain products under development within specified time periods. Subject to the committee’s final discretion, each of the product development milestones must be achieved within the required time period for the product development portion of the cash bonuses to be achieved.

In keeping with our executive compensation philosophy, the committee believes that meaningful equity ownership is important to align the interests of our executives with those of our stockholders and to provide our executives with incentives to create long-term value for our stockholders. The executives’ interests are aligned with stockholders because, as the value of the Company increases over time, the value of the executives’ equity grants increases as well. The committee also believes that granting equity awards that vest over time promotes the retention of our executives.

Prior to the completion of our initial public offering, our outstanding equity awards were principally granted pursuant to the 2006 Plan. The 2006 Plan allowed for the issuance of

equity awards to our officers, directors and employees in the form of stock options or restricted stock. Following the completion of our initial public offering, the committee and our board of directors has determined not to make any further awards under the 2006 Plan.

In connection with our initial public offering, our board of directors and stockholders approved the 2013 Plan. The 2013 Plan allows for the issuance of equity awards to our officers, directors and employees in the form of stock options, restricted stock, stock appreciation rights, or SARs, and restricted stock units, or RSUs.

When determining the number of equity awards to be granted to each executive, the committee generally considers several

factors, including the position and level of responsibility of the executive, the executive’s tenure with us, and survey data with respect to the level of equity ownership by executives with similar titles and levels of responsibility at the surveyed companies. The committee also takes into account our achievement with respect to significant milestones during the period prior to the grant date, such as completing financing transactions and receiving regulatory clearance or approval to commercialize products.

On April 23, 2013, the independent directors on our board of directors approved the grant of stock options to each of our named executive officers. Mr. Blickenstaff received an option to purchase 574,718 shares, Mr. Cajigas received an option to purchase 119,360 shares and Ms. Morrison received an option to purchase 95,488 shares. Each of the options vests in 24 equal monthly installments following the grant date and was made pursuant to the 2006 Plan. The number of options granted to each named executive officer was determined by reference to the factors discussed above.

On October 29, 2013, the independent directors of our board of directors approved additional grants of stock options to each of our named executive officers under the terms of our 2013 Plan. Mr. Blickenstaff received an option to purchase 549,000 shares, Mr. Cajigas received an option to purchase 191,000 shares and Ms. Morrison received an option to purchase 234,000 shares. Each of the options vests over a period of 48 months, with 25% of the shares vesting on the date that is 12 months following the date of grant, and the remaining 75% of the shares vesting in equal monthly installments over the remaining 36 months. The number of options granted to each named executive officer was also determined by reference to the factors discussed above.

We expect that future equity awards will be granted to our named executive officers and other employees pursuant to the 2013 Plan. For additional information, see “Executive Compensation—Stock Incentive Plans.”

We have adopted a defined contribution 401(k) plan for the benefit of our employees. Employees are eligible to participate in the plan beginning on the first day of the calendar quarter following their date of hire. Under the terms of the plan, employees may make voluntary contributions as a percent of compensation. We do not match contributions at this time.

In addition, we offer a standard benefits package that we believe is necessary to attract and retain key executives. Our named executive officers are eligible to participate in our health and welfare benefit plans. We also pay the premiums for long-term disability insurance and life insurance for our named executive officers.

Our board of directors has approved employment severance agreements with each of our named executive officers, as well as with all of our other executive officers. Our board of directors believes it is important to provide our named executive officers with severance benefits under limited circumstances in order to provide them with enhanced financial security and sufficient incentive and encouragement to remain employed by us.

Pursuant to the terms of each of the severance agreements, if within three months prior or 12 months following a “change of control” (as defined in the severance agreements), the executive officer’s employment is terminated as a result of (i) an involuntary termination or (ii) a resignation for good reason (each as defined in the severance agreements), then the executive will continue to receive salary at the salary amount in effect at the time of such termination (less applicable withholdings and deductions) for the applicable severance period beginning immediately following such termination as well as the executive’s target bonus for the year in which the termination occurs. The executive will also vest in

and have the right to exercise all outstanding options, restricted stock awards and stock appreciation rights, or SARs, that were unvested as of the date of such termination. Additionally, all of our repurchase rights with respect to any vested and unvested restricted stock will lapse and any right to repurchase any of our common stock shall terminate.

If within 12 months following a change of control, the executive officer’s employment is terminated as a result of voluntary resignation, termination for cause, disability or death, then the executive officer will not be entitled to receive severance change in control benefits except for those as may then be established under our then existing severance and benefits plans and practices or pursuant to other written agreements with us.

Pursuant to the terms of each of the severance agreements, upon the termination of the named executive officer’s employment for any reason, we will pay the executive:

The severance agreements are nearly identical for each of the named executive officers except that the severance period for

Mr. Blickenstaff is 24 months and the severance period for each of Mr. Cajigas and Ms. Morrison is 18 months.

The benefits payable under the severance agreements may be immediately terminated in certain circumstances, including the unauthorized use by a named executive officer of our material confidential information or any prohibited or unauthorized competitive activity undertaken by a named executive officer.