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EFTA01382666

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S-I/A Table of Contrail tax rate if them is a significant change in our judgment. It is reasonably likely that our judgment would change with mwpwt to the United States federal jurisdiction if our financial performance in that jurisdiction substantially improve& We do not believe that this is reasonably likely in the next 12 months. If and when our judgment changes, then the valuation allowances are adjusted through the provision for income taxes in the period in which this determination is made. Refer to Note 15 "Income Taxes" to our audited consolidated financial statements included elsewhere in this prospectus for additional information regarding our income tax provision. Stock-based compensation. We have a stock incentive plan for certain employee& of ours and our affiliates (stock plan). This stock plan is at the FDI-1 level which owns 100% of our equity interests. The stock plan provides the opportunity for certain employees to purchase shares in FDH and then maim a number of stock options or restricted stock based on a multiple of their investment in such shares. The plan also allows for us to award shares and options to certain employees. The expense associated with this plan is recorded by us. We use the Black-Scholes option pricing model to measure the fair value of stock option awards. We chose the Black-Scholes model based on our experience with the model and the determination that the model could be used to provide a reasonable estimate of the fair value of awards with terms such as those issued by FDH. Option-pricing models nmuire estimates of a number of key valuation inputs including expected volatility, expected dividend yield, expected term, and risk-free interest rate. Certain of these inputs are more subjective due to FDH being privately held and thus not having objective historical or public information. The most subjective inputs are the expected term, expected volatility and determination of share value. The expected term is de

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