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EFTA01382743

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S-I/A Table of Contrail payment in respect of performance compensation awards for a performance period if the performance goals for such perfonnance period have not been attained; or (13) increase a performance compensation award above the applicable limitations set forth in our 2015 Omnibus Incentive Plan. Effect of Certain Events on the 20/5 Omnibus Incentive Plan and Awards. In the event of (I) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other pi opa ty), recapitalization. stock split, reverse stock split, nmrganizAtion. merger. consolidation, split-up, split-off, pin-oft combination, repurchase or exchange of shares of Class A common stock or other securities, issuance of warrants or other rights to acquire shares of Class A common stock or other securities, or other similar corporate transaction or event that affects the shares of Class A common stock (including a change in control, as defined in our 2015 Omnibus Incentive Plan), or (2) unusual or nonrixurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements, that the Committee detemanes. in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (1) or (2). an "Adjustment Event"), the Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment. if any. as it deems equitable. to any or all of: (A) the Absolute Share Limit. or any other limit applicable under our 2015 Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder, (I3) the number of shares of Class A common stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of awards or with ii.spect to which awards may be granted

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