What is the name of the equity incentive plan that Benjamin Franklin Plumbing entered into in November 2022?
Benjamin_Franklin_Plumbing Franchise · 2025 FDDAnswer from 2025 FDD Document
In November of 2022, in connection with the HELOC Transaction, the Parent entered into the Binford Aggregator LP Executive Equity Incentive Plan (the "2022 Plan").
The awards issued under the 2022 Plan are also referred to as Class B Profit Interest Units. For the 2022 Plan, 26.67% of Class B Profit Interest Units vest over time and are conditioned upon the participant's continued employment and the achievement of a set return on invested capital. Remaining awards vest as the Company achieves multiples of the invested capital and are conditioned upon occurrence of a change in control or a qualified leverage recapitalization ("change in control events").
For the Class B Profit Interest Units granted under the 2022 Plan, for the years ended December 31, 2024, 2023 and 2022, the Company determined that it is not probable that any of the change in control events will occur and, as such, compensation expenses related to the portion of the awards conditioned upon occurrence of these events has not been recognized in the consolidated financial statements as of and for the years ended December 31, 2024, 2023 and 2022.
Source: Item 22 — CONTRACTS (FDD pages 87–88)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, in connection with the HELOC Transaction that occurred in November 2022, Benjamin Franklin Plumbing's parent company entered into the Binford Aggregator LP Executive Equity Incentive Plan, also referred to as the "2022 Plan".
The awards issued under the 2022 Plan are referred to as Class B Profit Interest Units. 26.67% of these units vest over time, conditioned upon the participant's continued employment and the achievement of a set return on invested capital. The remaining awards vest as the company achieves multiples of the invested capital, conditioned upon a change in control events.
The document states that for the years ended December 31, 2024, 2023 and 2022, the company determined that it is not probable that any of the change in control events will occur. As such, compensation expenses related to the portion of the awards conditioned upon occurrence of these events has not been recognized in the consolidated financial statements as of and for the years ended December 31, 2024, 2023 and 2022.