FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / memo-cic-provisions-design.docx
memo-cic-provisions-design.docx · 1010-00004

Parties

Arbor Health Technologies Inc
Equity Inc
Broadleaf Compensation Advisors LLC
Gage LLP
Structure Arbor Health Technologies Inc
Rowe LLP
Tarrant Partners LLC
M. Pryce

Dates

July 28, 2022
August 5, 2022
July 18, 2022
November 1, 2022
August 8, 2022
December 16, 2019
August 10, 2022

Amounts

$1,150,000
$862,500
$38,700
$2,051,200
$340
$2.8
$127.4
$575,000
$431,250
$646,875

Obligations

Definition of "Change in Control" The definition of "change in control" is a foundational element of the CIC provisions and must be drafted with precision, particularly given AHT's PE-backed ownership structure
Critical note: This threshold must be carefully coordinated with Ridgeline's existing approximately 68% ownership stake
The terms "single-trigger" and "double-trigger" refer to the number of events that must occur before the Executive becomes entitled to CIC severance and/or equity acceleration benefits
This hybrid approach is occasionally used for option-heavy compensation packages where there is a practical concern that the acquirer may cancel outstanding options at closing (converting them to merger consideration) and the acceleration must therefore occur pre-closing to preserve value
Double-Trigger Window The qualifying termination must occur within a defined period following the change in control in order to constitute a CIC-related termination event
Under this mechanism: (a) The Executive must provide the Company with written notice specifying in reasonable detail the condition or event constituting Good Reason within 30 days after the Executive first becomes aware of the occurrence of such condition or event; (b) The Company shall have a period of 30 days following receipt of such notice (the "Cure Period") to cure the condition or event; (c) If the Company fails to cure the condition or event within the Cure Period, the Executive's resignation for Good Reason must be effective within 30 days after the expiration of the Cure Period; and (d) If the Executive fails to provide notice within the 30-day notice period, or fails to resign within the 30-day post-cure period, the Executive shall be deemed to have waived the right to resign for Good Reason with respect to such condition or event (provided that the Executive shall retain the right to resign for Good Reason with respect to any subsequent occurrence of a Good Reason condition or event)