EFTA01382724.pdf

S- I/A Table of Contrail On November 12. 2014. the Committee adopted amendments to the Policy, which were effective commencing on January 1, 2015. Under the new terms, the cash severance payment for all eligible participants is equal to one year's base pay plus the cash bonus paid to the NEO, if any. for the year immediately preceding the year in which the termination occurs and a prorated portion of the cash bonus paid to the NEC), if any, for the year immediately preceding the year in which the termination occurs based on time worked during the year of termination. Tax and Accounting Considerations During 2014. Internal Revenue Code Section 162(m) limitations on tax deductibility of compensation did not apply to the Company as none of its common stock was registered or publicly-traded. The Committee has not considered Internal Revenue Code Section 162(m) deductibility limitations in the planning of 2015 compensation since they do not apply. Compensation Actions During 2015 In January 2015. the Committee granted the following annual equity-based awards to the NEOs under the 2007 Equity Plan. Stock Options Restricted Stock Grant Date Granted Granted Frank J. Bisignano 1/28/2015 360,655 540,983 Michael K. Neborak 1/14/2015 42,181 63272 Cynthia A. Armin-Klein 1/14/2015 65,909 98,863 Sanjiv 13as 1/28/2015 65,909 98.863 Joseph J. Plumeri 1/28/2015 170,836 256,255 The options will vest in equal annual installments, 33% per year, over a three year period, subject to continued employment through each applicable vesting date. Subject to continued employment through the applicable vesting dates, the restricted stock will vest as follows: upon the later of: (1) January 1, 2016; and (2) the expiration of any underwriter imposed transfer restrictions in connection with a Qualified Public Offering, twenty percent (20%) of the shares will vest: upon the later of: (1) January 1, 2017; and (2) the expiration of any underwriter imposed transfer restrictions in connotation with a Qualified Public Offering, an additional forty percent (40%) will vest: and upon the later of: (I) January I, 2018; and (2) the expiration of any underwriter imposed transfer restrictions in connection with a Qualified Public Offering, the remaining forty patent (40%) will vest. The terms and conditions of these awards (other than with respect to vesting as noted above) are substantially similar to those awards granted in 2014. Equity-Based Grants in Connection with this Offering In connection with this offering, we expect to make equity-based retention grants under the 2015 Omnibus Incentive Plan to all of our executive officers, including all of our named executive officers (other than Mr. Plumeri), which will provide a mix of non-qualified stock options and restricted stock (which restricted stock awards entitle the holder thereof to the rights and privileges of a stockholder other than dividend rights which do not begin to acetate until the shares are vested). Mr. Patel. who was appointed as our Chief Financial Officer on September 11, 2015, will also be receiving equity-based retention grants in connection with this offering. Two thirds of each grant of stock options and restricted stock will be subject to time-based vesting conditions and one 173 http://vanv.see.gov/Archi vecledgar/datat883980/000119312515334479/(B1022dsla.htmi10/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082192 CONFIDENTIAL SONY GM_00228378 EFTA01382724