EFTA01381313.pdf

Form S-1 Table of Comeau Options Grantedin Previous Fiscal Years There were no long-tom equity incentive awards granted to our NEOs in fiscal 2014 and 2013. In fiscal 2012, in connection with the commencement of their employment with us, each of Kurt and Mike was granted incentive stock options that are subject solely to time-bawd vesting restrictions. The time-based vesting criteria will be satisfied in equal installments on the first five anniversaries of thc grant date, subject to continued employment with us through the applicable vesting dates. Any fully vested options will generally remain outstanding and exercisable for 90 days after termination of employment. although this period is generally extended to one year if the termination of employment is due to death, "permanent disability" or "retirement" (as such terms are defined in the incentive stock option agreement), and any fully vested options will immediately terminate if the named executive officer's employment is terminate) by us for "cause" (as defined in the incentive stock option agreement). Any vested options that are not exercised within the applicable post-termination exercise window will terminate. In connection with the option grants, Kurt and Mike became parties to the investor rights agreement, which has been amended and restated. See "Certain Relationships and Related-Party Transactions—Investor Rights Agreement." In addition, Kurt and Mike also executed standard confidentiality, non-competition and proprietary rights agreements with the Company. These agreements subject Kurt and Mike to restrictive covenants. including an indefinite covenant on confidentiality of information, and covenants related to non-competition, non- disparagement and non-solicitation of our employees, consultants and customers at all times during employment, and for one year after any termination of employment. Outstanding Equity Awards at 2014 Fiscal Year-End The following table sets forth information regarding outstanding option awards held by our NEOs under the 2012 Plan as of December 31, 2014. Option Awards Number of Number of securities securities underlying underlying unexercised unexercised options Option options (#) exercise Option (#) unexercisable price expiration Name Grant date exercisable (I) (1) (S per share) date Kurt Schmidt 12/18/2012 286,894 430340 23.50 12/18/2022 Mike NathenAm 12/18/2012 76,504 114,758 23.50 12/18/2022 Billy Bishop — — — — — (I) Reflects options subject solely to time-based vesting restrictions. The time-vesting options granted to the NEOs vest in five equal installments on each anniversary of the respective giant dates. Billy does not hold any options. 401(k) Plan The Company has established a tax-qualified Section 401(k) retirement savings plan. or the 401(k) Plan, for employees, including our NEOs, who satisfy certain eligibility requirements. The 401(k) Plan permits employee contributions up to statutory• limits, of which we provide matching contributions ofup to 4% of the employee's eligible compensation contributed to the 401(k) Plan, at a rate of 100% on the first 3% of the 102 http://www.sec.gov/Archives/cdgar/data/1609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080189 CONFIDENTIAL SDNY GM_00228373 EFTA01381313