Notice To Holders Of Restricted Stock under the Hman Group Holdings Inc.
Notice To Holders
Of Restricted Stock
under the
Hman Group Holdings Inc.
2014 Equity Incentive Plan
July 15, 2021
As you know, HMAN Group Holdings Inc. (“HMAN”) entered into an agreement to consummate a business combination with Landcadia Holdings III, Inc. (“Landcadia”) (the “Merger”), which occurred on July 14, 2021 (the “Closing Date”). Following the Merger and in connection with the business combination, Landcadia became the direct parent company of HMAN and was renamed Xxxxxxx Solutions Corp. (“New Xxxxxxx”). Shares of Class A common stock of New Xxxxxxx (“New Xxxxxxx Shares”) are publicly traded on The Nasdaq Capital Market.
You are receiving this notice because you held outstanding restricted stock in respect of HMAN (“HMAN Shares”) pursuant to a Restricted Stock Award Agreement between you and HMAN (your “Award Agreement”). This notice is to advise you that immediately prior to the Closing Date, the HMAN Group Holdings Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”) and your outstanding restricted stock (your “Old Restricted Stock”) were assumed by New Xxxxxxx and your Old Restricted Stock was automatically modified into restricted stock (your “New Xxxxxxx Restricted Stock”) in respect of New Xxxxxxx Shares, as follows, with no action required on your part.
•The number of New Xxxxxxx Shares underlying your New Xxxxxxx Restricted Stock award is equal to (i) the number of HMAN Shares outstanding under your Old Restricted Stock award on the Closing Date multiplied by (ii) the Exchange Ratio (defined below), rounded up to the nearest whole share.
•The Exchange Ratio is equal to 164.825:1, and was obtained by dividing the per share price of HMAN Shares ($1,648.25) by the per share price of New Xxxxxxx Shares in the Merger ($10.00).
Using the Exchange Ratio to convert your Old Restricted Stock ensures that the value of your Old Restricted Stock as of immediately prior to the Merger is equal to the value immediately following their assumption by New Xxxxxxx and conversion into New Xxxxxxx Restricted Stock.
You will be able to see the number of New Xxxxxxx Shares underlying your New Xxxxxxx Restricted Stock award by accessing your [Redacted] account. Instructions for accessing your [Redacted] account will be sent to you by [Redacted].
Please note the following with respect to the terms of your New Xxxxxxx Restricted Stock:
•Any references to HMAN or to “the Company” in the Plan or your Award Agreement (or below) will instead refer to New Xxxxxxx. Any references to HMAN Shares or to “the common stock” of HMAN will instead refer to New Xxxxxxx Shares.
•Your New Xxxxxxx Restricted Stock will continue to vest in accordance with the terms set forth in your Award Agreement. As a reminder, your New Xxxxxxx Restricted Stock vests 25% on each of the following dates: (i) the completion of your relocation to the Cincinnati area and (ii) the first, second, and third anniversaries of the date of grant, subject to your continued employment with, or service to, the Company or its subsidiaries through the applicable anniversary date.
•Following its assumption by New Xxxxxxx on the Closing Date, the Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors of New Xxxxxxx in accordance with the administrative provisions of the New Xxxxxxx 2021 Equity Incentive Plan, including those related to the authority of the Committee to administer awards, to determine the impact of certain events relating to New Xxxxxxx or to New Xxxxxxx Shares on awards, and to specify how payment of the tax withholding and other obligations with respect to awards will be satisfied.
Except as described above, your New Xxxxxxx Restricted Stock are subject to the same general terms and conditions as were applicable to your Old Restricted Stock immediately prior to the Closing Date. If there is a conflict between the terms described in this notice and the Plan or the applicable Award Agreement, except as expressly described above, the terms of the Plan or the Award Agreement will control.
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If you have questions, please feel free to send them to xxxxx.xxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx.
Please sign below to acknowledge your receipt of and agreement with the terms of this notice, and return to [Redacted] at [Redacted] by July 30, 2021.
| Date: _________________ | Sign Name: Print Name: | ||||
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