Pinstripes Holdings, Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On December 29, 2023, in connection with the Business Combination, and conditioned upon and effective as of the Closing, each of Keith Jaffee, Bruce Lubin, Otis Carter and Peter Cameron resigned as a director of Banyan. Also on December 29, 2023, in connection with the Business Combination, and conditioned upon and effective as of the Closing, Keith Jaffee resigned as the Company's Chief Executive Officer and George Courtot resigned as the Company's Chief Financial Officer.


The information regarding the Company's directors and executive officers set forth under the heading "Directors and Executive Officers" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The information set forth in the section of the definitive joint proxy statement/consent solicitation statement/prospectus titled "Certain Relationships and Related Person Transactions" beginning on page 313 is also incorporated herein by reference.


On the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements require the Company to indemnify its directors and executive officers to the fullest extent permitted by applicable law and to advance and reimburse expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnification agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnification agreement, which is filed as Exhibit 10.20 to this Current Report on Form 8-K and incorporated herein by reference.


On the Closing Date, the Pinstripes Holdings, Inc. 2023 Omnibus Equity Incentive Plan (the "Incentive Plan") became effective. The Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards intended to align the interests of the Company's service providers with those of its stockholders. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the Incentive Plan, 12,900,000 shares of Class A Common Stock have been initially be reserved for issuance pursuant to awards under the Incentive Plan. The number of shares available for issuance under the Incentive Plan will be subject to an annual increase on the first day of each fiscal year of the Company beginning April 29, 2024, equal to the lesser of (i) 15% of the aggregate number of shares outstanding on the final day of the immediately preceding fiscal year on a fully diluted basis (inclusive of all outstanding awards granted pursuant to the Incentive Plan as of such last day and, if applicable, all outstanding purchase rights pursuant to an employee stock purchase plan maintained by the Company as of such last day) and (ii) any such smaller number of shares as is determined by the Board. The Incentive Plan was approved by the stockholders of Banyan at the special meeting held on December 27, 2023, and prior to that, Banyan's board of directors approved the Incentive Plan, subject to the approval by Banyan's stockholders at the special meeting and subject to, and conditioned upon, the consummation of the Business Combination. Each option (whether vested or unvested) to purchase shares of Pinstripes Common Stock that was outstanding as of immediately prior to the Effective Time was converted into an option to purchase a number of Class A Common Stock based on the Exchange Ratio, which options are issued pursuant to and in accordance with the Incentive Plan. A summary of the Incentive Plan is included in the section entitled "Proposal No. 5 - the Equity Incentive Plan Proposal" beginning on page 194 of the definitive joint proxy statement/consent solicitation statement/prospectus, which information is incorporated herein by reference, and such summary is qualified in all respects by the full text of the Incentive Plan, which is filed as Exhibit 10.13 to this Current Report on Form 8-K and incorporated herein by reference.


The Pinstripes Holdings, Inc. 2023 Employee Stock Purchase Plan (the "ESPP") was also approved by the stockholders of Banyan at the special meeting held on December 27, 2023, and prior to that, Banyan's board of directors approved the ESPP, subject to the approval by Banyan's stockholders at the special meeting and subject to, and conditioned upon, the consummation of the Business Combination. The ESPP will, once implemented by the Company, provide employees of the Company and its participating subsidiaries with the opportunity to purchase Class A Common Stock at a discount through accumulated payroll deductions during successive offering periods. The Company believes that the ESPP will enhance such employees' sense of participation in its performance, aligns their interests with those of the Company's stockholders, and will be an incentive and retention tool that benefits the Company's stockholders. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the ESPP, 850,000 shares of Class A Common Stock will initially be reserved for issuance pursuant to awards under the ESPP. The number of shares available for issuance under the Incentive Plan will be subject to an annual increase on the first day of each fiscal year of the Company beginning April 29, 2024, equal to the lesser of (i) 1% of the aggregate number of shares outstanding on the final day of the immediately preceding fiscal year on a fully diluted basis (inclusive of all outstanding awards granted pursuant to the ESPP as of such last day and, if applicable, all outstanding purchase rights pursuant to an employee stock purchase plan maintained by the Company as of such last day) and (ii) any such smaller number of shares as is determined by the Board. summary of the ESPP is included in the section entitled "Proposal No. 6 - the ESPP Proposal" beginning on page 200 of the definitive joint proxy statement/consent solicitation statement/prospectus, which information is incorporated herein by reference, and such summary is qualified in all respects by the full text of the ESPP, which is filed as Exhibit 10.14 to this Current Report on Form 8-K and incorporated herein by reference.