the remaining fifty percent (50%) will be payable on the
six-month
anniversary of the Closing. A participant generally vests in each portion of his or her
award only if he or she has remained continuously employed with the Company through and including the applicable vesting date. The amounts of the Retention Bonuses granted to Mr. Jordan and Ms. Roberts were $50,000 and $100,000,
respectively. Any unpaid portion of a participants Retention Bonus will become immediately vested and payable if his or her employment is terminated by the Company without cause, by the participant with good reason or due to the
participants death or disability prior to the applicable vesting date. The terms cause, disability and good reason are defined in the Retention Plan.
The foregoing descriptions of the Retention Plan and the Award Agreements are qualified in their entirety by reference to the Retention Plan
and form of Award Agreement, copies of which are filed as
Exhibits 10.1
and
10.2
, and are incorporated herein by reference.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than
statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as believe, expect, anticipate, intend,
target, estimate, continue, positions, plan, predict, project, forecast, guidance, goal, objective,
prospects, possible or potential, by future conditional verbs such as assume, will, would, should, could or may, or by variations of such
words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the
consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain stockholder approval of the merger agreement, (c) the parties
may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) other conditions to the consummation of the merger under the merger agreement may
not be satisfied, and (e) the significant limitations on remedies contained in the merger agreement may limit or entirely prevent Bojangles from specifically enforcing obligations of Walker Parent, Inc. (Parent) under the merger agreement
or recovering damages for any breach by Parent; (2) the effects that any termination of the merger agreement may have on Bojangles or its business, including the risks that (a) Bojangles stock price may decline significantly if
the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring Bojangles to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a
12-month
tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that the announcement or
pendency of the merger may have on Bojangles and its business, including the risks that as a result (a) Bojangles business, operating results or stock price may suffer, (b) Bojangles current plans and operations may be
disrupted, (c) Bojangles ability to retain or recruit key employees may be adversely affected, (d) Bojangles business relationships (including, customers, franchisees and suppliers) may be adversely affected, or
(e) Bojangles managements or employees attention may be diverted from other important matters; (4) the effect of limitations that the
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