EFTA01382743.pdf

S-I/A Table of Contrail payment in respect of performance compensation awards for a performance period if the performance goals for such perfonnance period have not been attained; or (13) increase a performance compensation award above the applicable limitations set forth in our 2015 Omnibus Incentive Plan. Effect ofCertain Events on the 20/5 Omnibus Incentive Plan andAwards. In the event of (I) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other pi opa ty), recapitalization. stock split, reverse stock split, nmrganizAtion. merger. consolidation, split-up, split-off, pin-oft combination, repurchase or exchange of shares of Class A common stock or other securities, issuance of warrants or other rights to acquire shares of Class A common stock or other securities, or other similar corporate transaction or event that affects the shares of Class A common stock (including a change in control, as defined in our 2015 Omnibus Incentive Plan), or (2) unusual or nonrixurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements, that the Committee detemanes. in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (1) or (2). an "Adjustment Event"), the Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment. if any. as it deems equitable. to any or all of: (A) the Absolute Share Limit. or any other limit applicable under our 2015 Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder, (I3) the number of shares of Class A common stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of awards or with ii.spect to which awards may be granted under our 2015 Omnibus Incentive Plan or any sub-plan and (C) the terms of any outstanding award, including, without limitation, (I) the number of shares of Class A common stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate. (2) the exercise price or strike price with respect to any award, or (c) any applicable performance measures (including without limitation, perfomtance criteria and performance goals); provided, that in the case of any "equity restructuring", the Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring. In connection with any Adjustment Event, the Committee may, in its sole discretion, provide for any one or more of the following: (1) a substitution or assumption of awards. acceleration of the exercisability of, lapse of restrictions on, or termination of. awards or a period of time for participants to exercise outstanding awards prior to the occurrence of such event and (2) subject to any limitations or reductions as may be necesary• to comply with Section 409A of the Code, cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined b• the Committee (which value, if applicable. may be based upon the price per share of Class A common stock received or to be received b• other holders of our Class A common stock in such event), including, in the case of stock options and stock appreciation rights, a cash payment equal to the excess. if any, of the fair market value of the shares of Class A common stock subject to the option or stock appreciation right over the aggregate exercise price or strike price thereof, or, in the case of restricted stock, restricted stock units or other stock-based awards that arc not vested as of such cancellation, a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such award prior to cancellation or the underlying shares in respect thereof. Nontransferability ojAwards. Each award will not be transferable or assignable by a participant other than by will or by the laws of dement and distribution and any such purported assignment. alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any of our subsidiaries. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfers to a participant's family members, any trust established solely for the benefit of a participant or such participant's family members, any partnership or limited liability company of which a participant, or such participant and such participant's family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as - charitable contributions" for tax purposes. Amendment and Termination. Our Board may amend, alter, suspend. discontinue, or terminate our 2015 Omnibus Incentive Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance or termination may be made without stockholder approval if (I) such approval is 195 httruwww.me.gov/Arehi emfedgar/datat883980/000119312515334479/d31022ds la.htmil 0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082214 CONFIDENTIAL SDNY GM_00228398 EFTA01382743