Amendment No. 3 to Form S-I Table of Contrail other period as determined by the board (contingent upon the consummation of the event); (e) cancellation of all or any portion of outstanding awards for fair value (in the form of cash, shares, other property or any combination thereof) as determined in the sole discretion of our board and which value may be zero and which will be equal to the applicable spread value. if any, in the case of options; and (0 cancellation of all or any portion of outstanding unvested and/or unexercisable awards for no consideration. Unless otherwise specified in the award agreement. a change in control under the 2012 Plan means any transaction or a series of related transactions as a result of which any person or group of persons other than THL Funds (a) acquires (whether by purchase. exchange. tender offer. merger. consolidation. recapitalization. redemption. reorganization. issuance of capital stock or otherwise) directly or indiattly more than 50% of the voting power of us or more than 50% of common stock equivalents that were issued and outstanding immediately prior to such transaction or series of transactions, or (b) acquires assets constituting all or substantially all of our assets. To the extent necessary to comply with Section 409A of the Code with respect to the payment of deferred compensation, a change of control under the 2012 Plan will be limited to a "change in control event" as defined in Treasury Regulations Section 1.409A-3(i)(5). 2015 Omnibus Incentive Plan General In connection with this offering. we intend to adopt our 2015 Omnibus Incentive Plan (the "2015 Plan"). All outstanding equity awards under the 2012 Plan will remain outstanding under the 2012 Plan and will be governed by the 2012 Plan and their respective award agreement& The following is a summary of the material features of the 2015 Plan. This summary is qualified in its entirety by the full text of the 2015 Plan, a copy of which has been