EFTA01381316.pdf

Form S-1 Table of Contrail Options. The Compensation Committee may grant non-qualified stock options and incentive stock options, under our 2015 Plan, with terms and conditions &terminal by the Compensation Committee that are not inconsistent with our 2015 Plan: provided, that all stock options granted under our 2015 Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date such stock options arc granted (other than in the case of options that are substitute awards), and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the options are intended to qualify as an incentive stock options, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under our 2015 Plan will be ten years from We initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However. if a non-qualified stock option would expire at a time when trading of sham of common stock is prohibited by our insider trading policy (or "blackout period" imposed by us), die term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law (i) in cash or its equivalent at the time the stock option is exercised; (ii) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the Compensation Committee; or (iii) by such other method as the Compensation Committee may permit in its sole discretion, including, without limitation. (A) in other property having a fair market value on the date of exercise equal to the purchase price, (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the sham being purchased or (C) through a "net exercise" procedure effected by withholding the minimum number of shares needed to pay the exercise price and all applicable required withholding taxes Any fractional shares of common Mock will be settled in cash. Stock Appreciation Rights. The Compensation Committee may grant stock appreciation rights. with terms and conditions determined by the Compensation Committee that are not inconsistent with our 2015 Plan. Generally. each stock appreciation right will entitle the participant upon exercise to an amount (in cash. Attires or a combination of cash and shares. as determined by the Compensation Committee) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock. over (B) the strike price per share, times (ii) the number of thares of common stock covered by the stock appreciation right. The strike price per share of a stock appreciation right will be determined by the Compensation Committee at the time of grant but in no event may such amount be leas than the fair market value of a share of common stock on the date the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards). Restricted Shares andRestricted Stock Units. The Compensation Committee may grant restricted shares of our common stock or restricted stock units, representing the right to receive. upon the expiration of the applicable restricted period, one share of common stock for each restricted stock unit, or, in its sole discretion of the Compensation Committee, the cash value thereof (or any combination thereof). As to restricted sham of our common stock, subject to the other provisions of our 2015 Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted sham of common stock, including, without limitation, the right to vote such restricted shares of common stock (except. that if the lapsing of restrictions with respect to such restricted shams of common stock is contingent on satisfaction of performance conditions other than or in addition to the passage of time, any dividends payable on such restricted shares of common stock will be retained, and delivered without interest to the holder of such shares when the restrictions on such shares lapse). Other Stock-BasedAwards. The Compensation Committee may issue unrestricted common stock, rights to receive grants of awards at a future date, or other awards denominated in shares of common stock (including, without limitation. performance shares or performance units), under our 2015 Plan, including performance-basal awards, with terms and conditions determined by the Compensation Committee that are not inconsistent with our 2015 Plan. 105 httriAarw.see.goy/Arch' vestedgar/datatI 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080192 CONFIDENTIAL SDNY GM_00228378 EFTA01381316