I/A Table of Contents Section 162(nu In general. Section 162(m) of the Code denies a publicly held corporation a deduction for federal income tax purposes for compensation in excess of SI million per year per person to its principal executive officer, and the three other officers (other than the principal executive officer and principal financial officer) whose compensation is disclosed in its prospectus or proxy statement as a result of their total compensation, subject to certain exceptions. Subject to obtaining approval of the 2015 Omnibus Incentive Plan by our stockholders prior to the payment of any awards thereunder, the 2015 Omnibus Incentive Plan is intended to satisfy an exception with respect to grants of options to covered employees. In addition. the 2015 Omnibus Incentive Plan is designed to permit certain awards of restricted stock, restricted stock units, cash bonus awards and other awards to be awarded as performance compensation awards intended to qualify under the "performance-based compensation" exception to Section I62(m) of the Code. Finally, under a special Code Section 162(m) exception. any compensation paid pursuant to a compensation plan in existence before the effective date of this offering will not be subject to the $1.000.000 limitation until the earliest of: (1) the expiration of the compensation plan. (2) a material modification of the compensation plan (as determined under Code Section 162(m)), (3) the issuance of all the employer stock and other compensation allocated under the compensation plan. or (4) the first meeting of stockholders at which directors are elected after the close of the third calendar year following the year in which the offering occurs. United State.; federal income tax consequences relating to our Employee Stock Purchase Plan The following is a general summary of the material U.S. federal income tax consequences of the Employee Stock Purchase Plan and is intended to reflect the current provisions