EFTA01365832.pdf

Amendment No. 3 to Form S-I Table of Contents EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth total compensation of our NEOs for the 2013 and 2014 fiscal years. The NEOs for the 2014 fiscal year are Lawrence J. Johnson. Selma Oliveira and tandir Dalberto. Stock Option all Other Awards Awards Compensation Name and Principal Position Wail Year Salary (S) Bonus (S) (S)(I) (SXI) (S) Total ($) Lawrence J. Johnson, Chief Executive Officer 2014 $702369 $301,800 - - - $1.004,369 2013 $ 700,000 $190,000 - - $ 13,671 $ 903,671 Selma Oliveira, Chief Operating Officer 2014 $397,569 $310,960 - - - $ 708.529 2013 $ 260.000 $360,000 - - $ 13,425 $ 633,425 Jandir Dalberto. President, Brazil Operations (2) 2014 $261,689 $323,163 - - - $ 584,852 2013 $ 234.662 $323.592 — — — $ 558254 (1) We did not grant stock awards or stock options to our NE0s in either 2013 or 2014. (2) Mr. Dalbato's annual salary and bonus were paid in Brazilian reap. The applicable exchange rates used are 0.4269 and 0.4656 per Brazilian real based on the average exchange rate for the fiscal years 2014 and 2013. respectively. Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding outstanding equity awards of our NEOs as of December 28, 2014. The market value of the shares in the following table is the fair market value of such shares at December 28, 2014. ()mien Awards Stock Awards Egon) incenthe Plan Awards: Number of Market Number of Number of Number of Shares or Value of Securities Securities Securities Units of Mares or Underlying Underlding Underlying Stock that Units of Unexercised Unexercised Unexercised Option Option Have Not Stock that Grant Options (Ii) Options DO Unearned Exercise Price Expiration Vested (M) Have Not Name Date Exercisable UnexerrisaMe Options (M)(1) (5) Date (2) Vested (S) Lawrence J. Johnson 7/20/2012 417,525 7.64 7/20/2022 - — 120,929 15.27 Selma Oliveira 7/20/2012 188395 7.64 7/20/2022 34.497 586.449 78,922 15.27 Jandir Dalberto 7/20/2012 38,188 7.64 7/20/2022 57,664 979,948 25..458 15.27 ( I) The stock option grants under the 2012 Plan vest and become exercisable upon the achievement of two conditions: a time vesting condition and a liquidity condition. Each stock option grant vests over five years in equal annual installments on the anniversary of the date of grant. In addition. in order for each stock option to become exercisable. either a public offering or change of control must occur. Stock options will only become exercisable upon the occurrence of both the time vesting and liquidity conditions. (2) On July 20. 2012. Ms. Oliveira was granted 52.801 shares of restricted stock that vest over four years and throe months and 13.416 shares of restricted stock that vest over five years and three months. On July 20. 2012. Sir. 1)albeno was granted 72.404 shares of restricted stock that vest over four years and throe months and 35.769 share of restricted stock that vest ova five years and three months. For all grants made to Ms. Oliveira and Mr. Dalberto. the restricted shares vest in equal annual installments commencing on the IS-month anniversary of the date of grant. i.e.. October 20. 2013. III CEd806502dala.htmf6/17/2015 12:26:00 PMI CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057065 CONFIDENTIAL SONY GM_00203249 EFTA01365832