EFTA01381318.pdf

Form S-I Table of Contras Director Compensation for Fiscal 2014 The following table sets forth information concerning the compensation of our directors (other than directors who arc named executive officers) for fiscal 2014. Non-equity Fees earned or incentive plan All other paid in cash compensation compensation Total Name (S) (5) (I) ($)(2) (S) 13i11 Bishop 235,527 79.377 18,288 333.192 Philippe Amouy al — — — — Evren Edirne( — — — Raymond Debbane — — Michael Eck(3) — — — Frances Frei(4) 18.931 — 18,931 Aflalo Guimaracs — — — — Amy Schulman(4) 18,931 - - 18,931 (I) Reflects amounts earned under the Company's fiscal 2014 annual incentive compensation plan. (2) Amount reported reflects Company-paid life insurance premiums and a car allowance. (3) Michael Eck joined our Board of Directors in February 2015 and therefore received no compensation for fiscal 2014. (4) Amount reported reflects pm-rated portion of their annual retainer. Director Compensation for Fiscal 2015 For fiscal 2015. our Chairman Bill Bishop will receive an annual retainer of $400.000 pro-rated up until our initial public offering. Michael Eck. Frances Frei and Amy Schulman will also receive an annual retainer of $145,000 up until our initial public offering. Concurrent with our initial public offering, Michael Eck. Frances Frei and Amy Schulman will receive a one-time fully-vested grant of our common stock with a three year holding restriction valued at approximately $85,000. Subsequent to our initial public offering. our Chairman Bill Bishop will receive an annual retainer of $180,000, and each of our other directors will receive an annual retainer of $60,000 to be paid on a quarterly basis in arrears. In addition, as our Chaimian. Bill will also receive an annual fully-vested grant of our common stock valued at approximately $220,000 and each of our other directors will receive a fully vested grant of our common stock valued at approximately $85,000. in each case, with a three year holding restriction. For fiscal 2015. the annual equity awanl will be pro-rated for the period from the expected consummation of the initial public offering to the annual shareholder meeting that is anticipated to occur in May 2016. Our Audit Committee Chairman and Audit Committee members will also receive an additional retainer of $15,000 and $7,500, rtvoctively, to be paid on a quarterly basis in arrears. Our Compensation Committee Chairman and Compensation Committee members will also receive an additional retainer of $10,000 and $5,000. respectively, to be paid on a quarterly basis in arrears. 108 http/Avow.see.gov/Archivestedgar/datatI609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080195 CONFIDENTIAL SDNY GM_00228379 EFTA01381318