Common use of Treatment of Equity Awards Clause in Contracts

Treatment of Equity Awards. The Executive currently holds outstanding options to purchase shares of Company common stock (“Options”), restricted stock units (“RSUs”) and performance stock units (“PSUs” and, collectively with the Options and RSUs, the “Equity Awards”), in the amounts reflected in Exhibit A attached hereto, granted under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (as may be amended from time to time) or the Aveanna Healthcare Holdings Inc. 2017 Amended and Restated Stock Incentive Plan (as may be amended from time to time) and the applicable award agreements issued thereunder (collectively, the “Equity Documents”). For the avoidance of doubt, the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. The Parties hereby agree that the Equity Awards set forth in Exhibit A attached hereto reflect all of the equity and equity-based awards that the Executive currently holds in respect of the Company or any of its affiliates. Provided that the Executive satisfies the Severance Conditions, and notwithstanding the terms of the Equity Documents: (i) all Options that are vested as of the Separation Date will remain outstanding and exercisable until their original expiration date; (ii) all Options that are unvested as of the Separation Date will remain outstanding and eligible to vest following the Separation Date in accordance with their terms, and, to the extent such unvested Options become vested, they will remain exercisable until their original Option expiration date; provided, that, for the avoidance of doubt, any such Options that fail to vest in accordance with their terms will be forfeited for no consideration at the end of the relevant performance period; (iii) 50% of the RSUs granted to the Executive in calendar year 2022 (i.e., a total of 134,254 RSUs) will accelerate and vest on the Separation Date, and all other remaining unvested RSUs will be forfeited for no consideration on the Separation Date; and (iv) all of the PSUs granted to the Executive in calendar year 2022 will remain outstanding and eligible to vest, based on actual performance through the entire performance period, in accordance with their terms, and if earned, the PSUs will be settled DocuSign Envelope ID: F8934D84-8F51-4DAD-B404-4CC929F03FA6 in accordance with their terms on their respective original settlement dates (and not on the Separation Date). Notwithstanding the foregoing, all outstanding Equity Awards (whether vested or unvested) will be immediately forfeited for no consideration if the Executive engages in conduct that violates any restrictive covenant in respect of the Executive’s Continuing Obligations, or that would violate any restrictive covenant in respect of the Executive’s Continuing Obligations if the covenant or obligation had not expired in accordance with its terms.

Treatment of Equity Awards. The Executive currently holds outstanding options to purchase shares of Company common stock (“Options”), restricted stock units units-Time Vesting (“RSUs”) and restricted stock units-performance stock units vesting (“PSUs” and, collectively with the Options and RSUs, the “Equity Awards”), in the amounts reflected in Exhibit A attached hereto, granted under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (as may be amended from time to time) or the Aveanna Healthcare Holdings Inc. 2017 Amended and Restated Stock Incentive Plan (as may be amended from time to time) and the applicable award agreements issued thereunder (collectively, the “Equity Documents”). For the avoidance of doubt, DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 692491197v1 the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. The Parties hereby agree that the Equity Awards set forth in Exhibit A attached hereto reflect all of the equity and equity-based awards that the Executive currently holds in respect of the Company or any of its affiliates. Provided that the Executive satisfies the Severance Conditions, and notwithstanding the terms of the Equity Documents: (i) all Options that are vested as of the Separation Date will remain outstanding and exercisable until their original expiration date; (ii) all Options that are unvested as of the Separation Date will remain outstanding and eligible to vest following the Separation Date in accordance with their terms, and, to the extent such unvested Options become vested, they will remain exercisable until their original Option expiration date; provided, that, for the avoidance of doubt, any such Options that fail to vest in accordance with their terms will be forfeited for no consideration at the end of the relevant performance period; (iii) 50% of the RSUs granted to the Executive in calendar year years 2021, 2022 and 2023 (i.e., a total of 134,254 186,676 RSUs) will accelerate and continue to be eligible to vest on the Separation Datein accordance with their terms, and all other remaining unvested RSUs will be forfeited for no consideration on the Separation Date; and (iv) all of the PSUs granted to the Executive in calendar year years 2022 and 2023 will remain outstanding and eligible to vest, based on actual performance through the entire performance period, in accordance with their terms, and if earned, the PSUs will be settled DocuSign Envelope ID: F8934D84-8F51-4DAD-B404-4CC929F03FA6 in accordance with their terms on their respective original settlement dates (and not forfeited for no consideration on the Separation Date). Notwithstanding the foregoing, all outstanding Equity Awards (whether vested or unvested) will be immediately forfeited for no consideration if the Executive engages in conduct that violates any restrictive covenant in respect of the Executive’s Continuing Obligations, or that would violate any restrictive covenant in respect of the Executive’s Continuing Obligations if the covenant or obligation had not expired in accordance with its terms.

Treatment of Equity Awards. The Executive currently holds outstanding options to purchase shares of Company common stock (“Options”), restricted stock units (“RSUs”) and performance stock units (“PSUs” and, collectively with the Options and RSUs, the “Equity Awards”), in the amounts reflected in Exhibit A attached hereto, granted under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (as may be amended from time to time) or the Aveanna Healthcare Holdings Inc. 2017 Amended and Restated Stock Incentive Plan (as may be amended from time to time) and the applicable award agreements issued thereunder (collectively, the “Equity Documents”). For the avoidance of doubt, the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. The Parties hereby agree that the Equity Awards set forth in Exhibit A attached hereto reflect all of the equity and equity-based awards that the Executive currently holds in respect of the Company or any of its affiliates. Provided that the Executive satisfies the Severance Conditions, and notwithstanding the terms of the Equity Documents: (i) all Options that are vested as of the Separation Date will remain outstanding and exercisable until their original expiration date; (ii) all Options that are unvested as of the Separation Date will remain outstanding and eligible to vest following the Separation Date in accordance with their terms, and, to the extent such unvested Options become vested, they will remain exercisable until their original Option expiration date; provided, that, for the avoidance of doubt, any such Options that fail to vest in accordance with their terms will be forfeited for no consideration at the end of the relevant performance period; (iii) 50% of the RSUs granted to the Executive in calendar year 2022 (i.e., a total of 134,254 RSUs) will accelerate and vest on the Separation Date, and all other remaining unvested RSUs will be forfeited for no consideration on the Separation Date; and (iv) all of the PSUs granted to the Executive in calendar year 2022 will remain outstanding and eligible to vest, based on actual performance through the entire performance period, in accordance with their terms, and if earned, the PSUs will be settled in accordance DocuSign Envelope ID: F8934D84-8F51-4DAD-B404-4CC929F03FA6 in accordance DocuSign Envelope ID: F8934D84-8F51-4DAD-B404-4CC929F03FA6 with their terms on their respective original settlement dates (and not on the Separation Date). Notwithstanding the foregoing, all outstanding Equity Awards (whether vested or unvested) will be immediately forfeited for no consideration if the Executive engages in conduct that violates any restrictive covenant in respect of the Executive’s Continuing Obligations, or that would violate any restrictive covenant in respect of the Executive’s Continuing Obligations if the covenant or obligation had not expired in accordance with its terms.

Treatment of Equity Awards. The Executive currently holds (a) At the Effective Time, each outstanding options option to purchase shares of Company common stock Common Shares (a “OptionsCompany Option”) under the Bioshin Limited 2020 Equity Incentive Plan (the “Stock Plan”), restricted stock units (“RSUs”) and performance stock units (“PSUs” and, collectively with the Options and RSUs, the “Equity Awards”), in the amounts reflected in Exhibit A attached hereto, granted under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (as may be amended from time to time) or the Aveanna Healthcare Holdings Inc. 2017 Amended and Restated Stock Incentive Plan (as may be amended from time to time) and the applicable award agreements issued thereunder (collectively, the “Equity Documents”). For the avoidance of doubt, the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. The Parties hereby agree that the Equity Awards set forth in Exhibit A attached hereto reflect all of the equity and equity-based awards that the Executive currently holds in respect of the Company or any of its affiliates. Provided that the Executive satisfies the Severance Conditions, and notwithstanding the terms of the Equity Documents: (i) all Options that are vested as of the Separation Date will remain outstanding and exercisable until their original expiration date; (ii) all Options that are unvested as of the Separation Date will remain outstanding and eligible to vest following the Separation Date in accordance with their terms, and, to the extent such unvested Options become vested, they will remain exercisable until their original Option expiration date; provided, that, for the avoidance of doubt, any such Options that fail to vest in accordance with their terms will be forfeited for no consideration at the end of the relevant performance period; (iii) 50% of the RSUs granted to the Executive in calendar year 2022 (i.e., a total of 134,254 RSUs) will accelerate and vest on the Separation Date, and all other remaining unvested RSUs will be forfeited for no consideration on the Separation Date; and (iv) all of the PSUs granted to the Executive in calendar year 2022 will remain outstanding and eligible to vest, based on actual performance through the entire performance period, in accordance with their terms, and if earned, the PSUs will be settled DocuSign Envelope ID: F8934D84-8F51-4DAD-B404-4CC929F03FA6 in accordance with their terms on their respective original settlement dates (and not on the Separation Date). Notwithstanding the foregoing, all outstanding Equity Awards (whether vested or unvested) will be immediately forfeited for no consideration if , shall, automatically and without any required action on the Executive engages in conduct that violates any restrictive covenant in respect part of the Executiveholder thereof, at Parent’s Continuing Obligationssole election (as determined Parent acting in its sole discretion), or either (1) cease to represent an option to purchase Company Common Shares and shall be converted into an option to purchase a number of BHVN Common Shares equal to the product (rounded down to the nearest whole number) of (x) the number of Company Common Shares subject to such Company Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Common Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that would violate any restrictive covenant the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in respect a manner consistent with the requirements of Section 409A of the Executive’s Continuing Obligations if Code; provided, further, that in the covenant or obligation had not expired case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with its the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code or (2) shall remain outstanding and continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Options immediately prior to the Effective Time. Except as expressly provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the board of directors of the Company shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this Section 2.4.

Treatment of Equity Awards. The Executive currently holds outstanding (a) Immediately prior to the Effective Time, each Company Stock Option, other than those options set forth in Section 2.7 of the Company Schedule, shall become fully vested and exercisable. Prior to purchase the Effective Time, each holder thereof may elect to exercise, effective as of immediately prior to the Effective Time, any such option in accordance with the terms thereof, contingent on the consummation of the Merger, and shall receive, for any shares acquired in such exercise, the Per Share Merger Consideration. If the Merger is not completed, any Company Stock Options exercised will remain outstanding, subject to their respective original vesting schedules. No Company Stock Option set forth in Section 2.7 of the Company common stock (“Options”Schedule shall, by virtue of this Agreement, vest due to the occurrence of the transactions contemplated by this Agreement, and all such Company Stock Options set forth in Section 2.7 of the Company Schedule, including any such option assumed by Parent pursuant to this Section 2.7(a), restricted stock units (“RSUs”) and performance stock units (“PSUs” and, collectively with the Options and RSUs, the “Equity Awards”), in the amounts reflected in Exhibit A attached hereto, granted under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (as may be amended from time to time) or the Aveanna Healthcare Holdings Inc. 2017 Amended and Restated Stock Incentive Plan (as may be amended from time to time) and the applicable award agreements issued thereunder (collectively, the “Equity Documents”). For the avoidance of doubt, the outstanding Equity Awards will remain eligible to continue to shall vest in accordance with their vesting schedule. At the Effective Time, any outstanding but unexercised Company Stock Option, whether or not then exercisable, shall be assumed by Parent and converted into an option to purchase Parent Ordinary Shares in accordance with this Section 2.7(a). Each Company Stock Option so converted shall continue to have, and be subject to, the same material terms through the Separation Date. The Parties hereby agree that the Equity Awards and conditions as set forth in Exhibit A attached hereto reflect all the applicable agreement pursuant to which such Company Stock Option was granted immediately prior to the Effective Time, except that, as of the equity and equity-based awards that the Executive currently holds in respect of the Company or any of its affiliates. Provided that the Executive satisfies the Severance ConditionsEffective Time, and notwithstanding the terms of the Equity Documents: (i) all Options each Company Stock Option shall be exercisable for that are vested as number of whole Parent Ordinary Shares equal to the Separation Date will remain outstanding product of (A) the number of shares of Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of Parent Ordinary Shares, and exercisable until their original expiration date; (ii) all Options that are unvested the per share exercise price for each Parent Ordinary Share issuable upon exercise of each Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Notwithstanding anything herein to the contrary, the foregoing conversion will be subject to such modifications, if any, as may be necessary to comply with Section 409A and/or Section 424(a) of the Separation Date will remain outstanding and eligible Code, as applicable. All Parent Ordinary Shares to vest following the Separation Date in accordance with their terms, and, be delivered to the extent such unvested holders of Company Stock Options become vested, they will remain exercisable until their original Option expiration date; provided, that, for upon exercise after the avoidance Effective Time shall be in the form of doubt, any such Options that fail to vest in accordance with their terms will be forfeited for no consideration at the end of the relevant performance period; (iii) 50% of the RSUs granted to the Executive in calendar year 2022 (i.e., a total of 134,254 RSUs) will accelerate and vest on the Separation Date, and all other remaining unvested RSUs will be forfeited for no consideration on the Separation Date; and (iv) all of the PSUs granted to the Executive in calendar year 2022 will remain outstanding and eligible to vest, based on actual performance through the entire performance period, in accordance with their terms, and if earned, the PSUs will be settled DocuSign Envelope ID: F8934D84-8F51-4DAD-B404-4CC929F03FA6 in accordance with their terms on their respective original settlement dates (and not on the Separation Date). Notwithstanding the foregoing, all outstanding Equity Awards (whether vested or unvested) will be immediately forfeited for no consideration if the Executive engages in conduct that violates any restrictive covenant in respect of the Executive’s Continuing Obligations, or that would violate any restrictive covenant in respect of the Executive’s Continuing Obligations if the covenant or obligation had not expired in accordance with its termsParent Depositary Shares.