PROPOSAL NO. 4
APPROVAL OF THE COMPANYS FIRST AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
General
Our Board is seeking stockholder
approval of the Stryve Foods, Inc. 2021 Omnibus Incentive Plan, as amended and restated (the Incentive Plan). The Incentive Plan as amended and restated will authorize the Company to issue up to [ ] shares
of its Class A common stock, subject to an automatic annual increase in the number of shares authorized equal to the least of (a) [ ]% of the Companys total shares of Class A common stock outstanding on
December 31st of the immediately preceding year, (b) [ ] shares and (c) a number of shares of Class A common stock determined by the Board that is less than (a) or (b). The Incentive Plan
as amended and restated will expire ten years after its most recent approval by stockholders.
If the Incentive Plan as amended and
restated is approved by our stockholders, then it will continue to allow for the granting of equity and cash incentive awards to eligible individuals. We believe that the Company must offer a competitive equity incentive program if it is to be
successful in attracting and retaining the best possible candidates for positions of substantial responsibility within the Company. The Incentive Plan will also allow the Company to use a broad array of equity incentives and performance cash
incentives in order to secure and retain the services of its employees, directors and consultants, and to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of its stockholders. Our
Board expects that the Incentive Plan will continue to be an important factor in attracting, retaining and rewarding high caliber employees who are essential to the Companys success and in providing incentive to these individuals to promote
the success of the Company.
In the event that stockholders do not approve this proposal, the Incentive Plan as amended and restated will
not become effective and the current 2021 Omnibus Incentive Plan will continue in effect. If the proposal is not approved, our Board may have to consider other compensation alternatives.
Purpose and Effective Date
The two
complementary purposes of the Incentive Plan are (1) to attract and retain outstanding individuals to serve as officers, directors, employees, and consultants, and (2) to increase stockholder value. Our Board approved the Incentive Plan on
April [ ], 2023, contingent on subsequent stockholder approval of the Incentive Plan.
Authorized Shares and Stock Price
Our Amended and Restated Certificate of Incorporation authorizes the issuance of 610,000,000 shares, of which 400,000,000 shares are
Class A common stock, 200,000,000 shares of class V common stock, and 10,000,000 shares of preferred stock. There were 26,056,428 shares of Class A common stock issued and outstanding as of April 13, 2023, and the market value of a share
of our Class A common stock as of that date was approximately $0.54.
To determine the number of shares of our Class A common
stock to be authorized under the Incentive Plan, our Board considered the needs of our Company for shares, based on the current and expected future equity grant mix, and the potential dilution that awarding the requested shares may cause to existing
stockholders.
Taking into consideration the factors described above, our Board determined that [ ] shares of
Class A common stock should be authorized under the Incentive Plan plus an automatic annual share reserve increase from 2024 to January 1, 2033. We estimate that [ ] shares of Class A common stock will be
initially reserved for issuance under the Incentive Plan, which would result in an initial maximum potential dilution to our existing stockholders of approximately [ ]%, based on the 26,056,428 shares of our Class A
common stock and 6,145,995 shares of our Class V common stock issued and outstanding as of April 13, 2023, if this proposal is approved. If the automatic annual share reserve increases between 2024 and January 1, 2033 are effectuated there
will be additional and proportional dilution to our existing stockholders.
Summary of Incentive Plan
The following is a summary of the principal features of the Incentive Plan. This summary does not purport to be a complete description of all
of the provisions of the Incentive Plan and it is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which is attached to this proxy statement as Appendix B.
Administration
The Incentive Plan will
be administered by the Companys Board or its compensation committee, or any other committee or subcommittee or one or more of its officers to whom authority has been delegated (collectively, the Administrator). The Administrator
will have the authority to interpret the Incentive Plan and award agreements entered into with respect to the Incentive Plan; to make, change and rescind rules and regulations relating to the Incentive Plan; to make changes to, or reconcile any
inconsistency in, the Incentive Plan or any award agreement covering an award; and to take any other actions needed to administer the Incentive Plan.
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