(ii) the replacement of certain Company restricted stock unit (“RSU”) and Company performance restricted stock unit (“PSU”) awards held by the Covered Individuals with Company Restricted Shares, to be effective as of December 20, 2022. The Company Restricted Shares will be subject to the same number of Common Shares to which the replaced award was subject, and will be subject to the same vesting and other terms as applied to the replaced award except for changes to terms that are necessary solely to reflect differences between restricted shares and restricted stock units). The Covered Individuals will make elections under Section 83(b) of the Internal Revenue Code with respect to such Company Restricted Shares.
The Board approved the following 280 Mitigation Actions:
(i) For Matthew Levin, an earned 2022 Bonus payment based on performance calculable as of December 19, 2022, in the amount of $192,500 to be paid on or prior to December 31, 2022, and the replacement of 445,611 Company Retention RSUs with an equal number of Company Restricted Shares.
(ii) For Ms. Wegner, an earned 2022 Bonus payment based on performance calculable as of December 19, 2022, in the amount of $98,438, to be paid on or prior to December 31, 2022, and the replacement of 238,720 Company Retention RSUs, 49,033 Company RSUs and 18,270 Company PSUs with an equal number of Company Restricted Shares.
For the avoidance of doubt, the 280 Mitigation Actions disclosed above do not accelerate the time of payment or vesting of Company Equity Awards held by the named executive officers.
The foregoing description of the Amended and Restated Merger Agreement and the Company Restricted Shares does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended and Restated Merger Agreement and the form of Company Restricted Stock Award Agreement, respectively, which are filed as Exhibit 2.1 and Exhibit 10.1 hereto, respectively, and incorporated herein by reference. A copy of the Amended and Restated Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Amended and Restated Merger Agreement were made only for purposes of the Amended and Restated Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Amended and Restated Merger Agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Amended and Restated Merger Agreement instead of establishing these matters as facts or made for other purposes, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Amended and Restated Merger Agreement and may not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Original Merger Agreement, which subsequent information will not necessarily be fully reflected in the Company’s public disclosures.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), each as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “will,” “plan,” “project,” “seek,” “should,” “target,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management.
Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include the following: (i) conditions to the completion of the proposed transaction, including stockholder approval of the proposed transaction, might not be satisfied on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Amended and Restated Merger Agreement between the parties to the proposed transaction; (iii) the effect of the announcement or pendency of the proposed transaction on the Company’s customers, suppliers, business relationships, operating results and business generally; (iv) the risk that the proposed transaction disrupts the Company’s current plans and operations and the potential difficulties in the Company’s employee retention as a result of the proposed transaction; (v) the risk related to diverting management’s attention from our ongoing business operations; (vi) potential litigation that may be instituted against the Company or its directors or officers related to the proposed transaction or the Amended and Restated Merger