EFTA01382370.pdf

Amendment No. 3 to Form S-1 Table of Contents within 180 days prior to a change in control, 100% of the Time-Based Units and a prorated portion of the Performance-Based Units that would have otherwise vested on the next scheduled vesting date, and (iii) upon a change in control, 100% of the Time-Based Units. Because there was no public market for our equity as of February 28, 2015, the market value of the Series 1 Incentive Units as of that date is not determinable. Accordingly, we cannot calculate the value of accelerated vesting of Series 1 Incentive Units as of that date. Robert B. Dimond For Cause or Without Without Cause or for Payments and Benefits Death or Disability (5) Good Reason Good Reason (5) Cash Payments 175.000(1) 3,266,667(2) Health Benefits 56,292(3) Total 175,000 3,322,959 (1) Reflects a lump sum cash payment in an amount equal to 25% of Mr. Dimond's base salary. (2) Reflects a lump sum cash payment equal to the sum of Mr. Dimond's base salary plus target annual bonus, in each case for the remainder of the term of his employment under his employment agreement (35 months following February 28, 2015). (3) Reflects the cost of reimbursement for up to 36 months continuation of health coverage. Justin Dye For Cause or Without Without Cause or for Payments and Benefits Death or Disability fp Good Reason Good Reason (5) Cash Payments 187,500(1) 3,500,000(2) Health Benefits 37,137(3) Total 187.500 3,537,137 (1) Reflects a lump sum cash payment in an amount equal to 25% of Mr. Dye's base salary. (2) Reflects a lump sum cash payment equal to the sum of Mr. Dye's base salary plus target annual bonus, in each case for the remainder of the term of his employment under his employment agreement (35 months following February 28, 2015). (3) Reflects the cost of reimbursement for up to 36 months continuation of health coverage. Wayne A. Denningham For Cause or Without Without Cause or for Payments and Benefits Death or Disability ($) Good Reason Good Reason (5) Cash Payments 572,110(1) Health Benefits 2,063(2) Total 574,173 (1) Reflects a lump sum cash payment in an amount equal to 70 weeks of Mr. Denningham's base salary. (2) Reflects our cost for continued health insurance coverage above the active employee rate for a period of up to six months. Shane Sampson For Cause or Without Without Cause or for Payments and Benefits Death or Disability (5) Good Reason Good Reason (5) Cash Payments — — 417,260(1) Health Benefits — — 3,187(2) Total — — 420,447 (1) Reflects a lump sum cash payment in an amount equal to 62 weeks of Mr. Sampson's base salary. (2) Reflects our cost for continued health insurance coverage above the active employee rate for a period of up to six months. 164 1111n. um V.. sec.go% Archi% es edgar data' 1646972 000119312515335826'd900395ds lithinif 10 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081704 CONFIDENTIAL SDNY_GM_00227888 EFTA01382370