individuals who are then our officers, employees or consultants or are the officers, employees or consultants of certain of our subsidiaries. Such awards also may be granted to our directors.
Only Aveanna employees may be granted ISOs.
Awards. The 2021 Plan provides that the administrator may grant or
issue ISOs, nonqualified stock options, SARs, restricted stock, restricted stock units, other stock- or cash-based awards and dividend equivalents, or any combination thereof. Each award will be set forth in a separate agreement with the person
receiving the award and will indicate the type, terms and conditions of the award.
Director Limit. The 2021 Plan
provides that the sum of the grant date fair value of equity-based awards and the amount of any cash-based awards or other fees granted to a non-employee director during any calendar year shall not exceed
$750,000.
Change in Control. In the event of a change in control, each outstanding award will be treated as the
Compensation Committee determines in its sole discretion and on such terms and conditions as the Compensation Committee deems appropriate including, without limitation, assumption or substitution of awards by the acquirer, termination of awards or cash-out of awards. In the event the acquirer does not assume or substitute awards granted, prior to the consummation of such transaction, awards issued under the 2021 Plan will be subject to accelerated vesting
such that 100% of such awards will become vested and exercisable or payable, as applicable. The Compensation Committee may also make appropriate adjustments to awards under the 2021 Plan and is authorized to provide for the acceleration, cash-out, termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions.
Adjustments of Awards. In the event of any stock dividend or other distribution, stock split, forward stock split,
reorganization, combination or exchange of shares, merger, consolidation, split-up, spin-off, recapitalization, repurchase or any other corporate event affecting the
number of outstanding shares of our common stock, the administrator will make appropriate, proportionate adjustments pursuant to criteria set forth in the 2021 Plan.
Amendment and Termination. The administrator may terminate, amend or modify the 2021 Plan at any time and from time to
time. However, we must generally obtain stockholder approval to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule). No awards will be granted pursuant to the 2021 Plan after the earlier of the
tenth anniversary of (i) the effective date of the 2021 Plan and (ii) the date the 2021 Plan was approved by the Companys stockholders.
Long-Term Incentives Fiscal Year 2021 Grants
Our common stock started trading publicly on April 29, 2021. In order to secure our senior management team for the long
term and to focus their decision-making to positively impact long-term stockholder value, on December 29, 2021, we granted RSUs to members of senior management, including the following three NEOs: Mr. Shaner, Mr. Afshar, and Mr. Drake.
Such RSUs will not vest until four years from the grant date, or December 29, 2025, and generally will be forfeited if
the recipient voluntary terminates employment prior to the vesting date.
No equity grants were made to Mr. Windley
or Mr. Strange in fiscal year 2021.
Our fiscal year 2021 NEO RSU grants are summarized as follows:
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|
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Mr. Shaner: 180,000 RSUs with a grant date value of $1,260,000 |
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Mr. Afshar: 130,000 RSUs with a grant date value of $910,000 |
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Mr. Drake: 125,000 RSUs with a grant date value of $875,000 |
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