EFTA01382727.pdf

S- I/A Table of Contents Director Compensation for Fiscal 2014 The following table summarizes all compensation for our non-employee directors for fiscal 2014. Non-employee directors of the Company do not receive any compensation for their service on the Company's Board, but they do receive compensation for service on the Board of Directors of Holdings. Change In Pension Value and Non-Qualified Fees Earned or Non-Equity Deferred Paid In Stock Option Incenthe Plan Compenaation All Other Cash Awards Awards Compensation Fainting% Compensation Total Name (SXJ) (SE-0 (SX5) (S) (Si (Si (5) Joe W. Forehand 318.333 125,000 1,076.000 - - 20,806(6) 1.540.139 Henry R. Kravis 40.000 - - - 40.000 Heidi Mille41) 56,250 125,000 1,045,500 - - - 1,226.750 James Nevels(2) 18,750 125,000 1.147.500 - - - 1.291,250 Scott C. Nuttall 40,000 — — — — — 40,000 Tagar C. Olson 40,000 — — — — — 40,000 (1) Ms. Miller's annual retainer for 2014 was prorated based on her appointment to our Board and the Holdings Board of Directors on April 14. 2014. (2) Mr. Newts' annual retainer for 2014 was prorated based on his appointment to our Board and the Holdings Board of Directors on November 12, 2014. (3) Messrs. Kravis, Nuttall. and Olson. and Ms. Miller elected to defer their annual cash retainer corm! in 2014 and Mr. Forehand deferred $15.000 ofhis annual cash retainer in 2014. (4) Amounts reported reflects the grant date fair value computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 for the 9.886 restricted stock awards granted to each of Mr. Forehand. Ms. Miller and Mr. Newels. respectively, on July 3. 2014. April 14. 2014 and November 12. 2014. respectively. The aggregate number of unvested restricted stock owned by our non-employee directors at December 31. 2014 was as follows: Mr. Forehand. 141.810 shares of unvested restricted stock; Ms. Miller. 9.886 shares of unve4s1restricted stock; and Mr. Nevels. 9.886 shares of unvested rt.stricted stock. (5) Amounts reported reflect the grant date fair value computed in accordance with FASB ASC Topic 718 for the 158,I 82 options granted to each of Mr. Forehand. Ms. Miller and Mr. Nevels. respectively. on July 3, 2014. April 14. 2014 and November 12. 2014, respectively. For a discussion of the assumptions and methodologies used to calculate the amounts reported. please see the discussion of stock option awards contained in Note 11 to our audited consolidated financial statements included elsewhere in this prospectus. The aggregate holdings of stock options owned by our non-employee directors at December 31, 2014 was as follows: Mr. Forehand, 1,044,003 stock options; Ms. Miller, 158.182 stock options; and Mr. Nevels, 158,182 stock options. (6) Mr. Forehand also had $20,806 in corporate aircraft usage. The calculation of incremental cost for personal use of the corporate aircraft includes the average hourly variable costs of operating the aircraft for the year attributed to Mr. Forehand's personal flight activity. Description ofDirector Compensation This section contains a description of the material terms of our compensation arrangements for our non-employee directors prior to March 2015. KKR Directors. Each non-employee director of Holdings associated with KKR. received an annual cash retainer of $40.000 for their services on the Holdings Board. 176 hap:11%nmsec.gov/Arehicestedgar/datat883980/000119312515334479/d31022dsla.htmill0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082195 CONFIDENTIAL SDNY GM_00228379 EFTA01382727