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EFTA01384981

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(1) total shareholder return; (2) net income (loss) (either before or after interest, taxes, depreciation and/or amortization); (3) changes in the market price of the common stock; (4) funds from operations or similar measure; (5) sales or revenue; (6) acquisitions or strategic transactions; (7) operating income; (8) return on capital. assets, equity or investment; (9) gross or net profit levels; (10) occupancy rates; (11) expense; (12) margins; (13) earnings (loss) per share of common stock; or (14) market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. From and after the time that we become subject to Section I62(m) of the Code, the maximum award that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code that may be made to any one employee during any one calendar year period is the Share Maximum with respect to a stock-based award and $5.0 million with respect to a cash-based award. The 2014 Equity Incentive Plan provides that upon the effectiveness of a "sale event" (as defined in the 2014 Equity Incentive Plan), except as otherwise provided by our compensation committee in an award agreement, the parties to such sale event may cause the assumption or continuation of awards by the successor entity in the sale event, or the substitution of awards by such successor, with appropriate adjustment to awards as the parties shall agree. lb the extent, however, that the parties to such sale event do not provide for assumption, continuation or substitution of awards, all stock options and stock appreciation rights shall become fully exercisable, awards subject to time-based vesting conditions will become vested and non-forfeitable and all awards with conditions and restrictions relating to the attainment of performance goals shall become vested and non-forfeitable to the extent provided in the relevant award agreement

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