EFTA01382620.pdf

S•I/A Table of Contrail In addition, on June 20, 2012, the SEC adopted Rule 10C-I ("Rule IOC-1") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to implement provisions of the Dodd-Frank Act pertaining to compensation committee independence and the role and disclosure of compensation consultants and other advisers to the compensation committee. The national securities exchanges (including the NYSE) have since adopted amendments to their existing listing standards to comply with provisions of Rule 10C-1, and on January I I, 2013, the SEC approved such amendments. The amended listing standards require, among others, that • compensation committees be composed of fully independent directors, as determined pursuant to new and existing independence requirements: • compensation committees be explicitly charged with hiring and overseeing compensation consultants, legal counsel and other committee advisers; and • compensation committees be required to consider, when engaging compensation consultants, legal counsel or other advisers, certain independence factors, including factors that examine the relationship between the consultant or adviser's employer and us. As a "controlled company," we will not be subject to these compensation committee independence requirements. 38 http:Owsw.see.gov/Arehi vecledgar/datat883980/000119312515334479/d31022dsla.htmill0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082054 CONFIDENTIAL SDNY GM_00228238 EFTA01382620