Exhibit 10.9

 

May 19, 2016

 

Dear Mr. Seiders:

 

On May 5, 2016, the Board of Directors (the “Board”) of YETI Holdings, Inc., a Delaware corporation (the “Company”) declared a stock split (the “Stock Split”), pursuant to which each share of the Company’s common stock (the “Common Stock”) was automatically converted into 2,000 shares of Common Stock.  Following the Stock Split, on May 17, 2016, the Board of the Company approved a cash dividend in the amount of $2.20 per share payable to the holders as of May 17, 2016 of the Common Stock (the “Dividend”).

 

The Board has determined that, in connection with the Stock Split and the Dividend, an adjustment (the “Adjustment”) was required in respect of outstanding options to acquire shares of the Common Stock (“Options”) that were issued under the 2012 Equity and Performance Incentive Plan (the “Plan”).

 

Our records indicate that you hold Options pursuant to an Amended and Restated Nonqualified Stock Option Agreement, dated March 31, 2016, between you and the Company (the “Amended Option Agreement”).  The purpose of this letter is to notify you of the adjustments to your Options that were approved by the Board.  Note, the information in this letter only relates to any Options that you hold and does not include information with respect to any shares of the Common Stock held by you.  Words and phrases used herein with initial capital letters that are not defined herein shall have the meanings specified in your Amended Option Agreement.  The remaining provisions of your Amended Option Agreement will remain unchanged and in full force and effect.

 

The following chart contains a summary of the key terms of your Amended Option Agreement as of immediately prior to the Adjustment with respect to both the Stock Split and the Dividend.

 

	
Term
    	
 
    	
Prior to Adjustments
    
	
Outstanding Option   Shares
    	
 
    	
349
    
	
Date of Grant
    	
 
    	
June 15, 2012
    
	
Option Price
    	
 
    	
$1,000
    
	
Vested Option Shares
    	
 
    	
0
    
	
Unvested Option Shares
    	
 
    	
349
    
	
Vesting Schedule for   Unvested Option Shares (subject to continued employment)
    	
 
    	
·                  174 Option   Shares on earlier of July 31, 2017 or the first anniversary of the   initial public offering of the Common Stock (the “Initial Vesting Date”)

·                  175 Option   Shares on first anniversary of Initial Vesting Date
    


 











 

The following chart details the Adjustment to your Options in connection with the Stock Split.  In connection with the Stock Split, (1) the number of Option Shares that remain outstanding shall be multiplied by 2,000; and (2) the Option Price shall be divided by 2,000, with such amount rounded up to the nearest cent.

 

	
Term
    	
 
    	
Prior to Adjustment for Stock Split
    	
 
    	
Following Adjustment for Stock Split
    	
 
    
	
Outstanding   Option Shares
    	
 
    	
349
    	
 
    	
698,000
    	
 
    
	
Option Price
    	
 
    	
$
    	
1,000
    	
 
    	
$
    	
0.50
    	
 
    
								


 

Following the Adjustment with respect to the Stock Split, in connection with the Dividend, the Adjustment to your Options will be in the aggregate amount of $2.20 per share (the “Dividend Amount Per Share”) and will be made as follows:

 

1.              The Option Price applicable to the Option Shares is hereby reduced by $0.35 per Option Share (the “Option Price Reduction”).  Following the Option Price Reduction, the Option Price is $0.15 per share.

 

2.              The difference between the Dividend Amount Per Share and the Option Price Reduction ($1.85) (the “Additional Adjustment Amount”) will be provided to you as follows (subject to the following terms):  with respect to your unvested Option Shares, an amount equal to $1,291,300 (the Additional Adjustment Amount multiplied by 698,000) (the “Unvested Option Amount”) will be held by the Company for payment to you when you vest in the underlying Option Shares in accordance with Section 5 of your Amended Option Agreement, to the extent that such payment is not prohibited by law or any binding agreement of the Company.

 

In the event that you do not vest in the underlying unvested Option Shares that relate to the Unvested Option Amount as a result of your termination of employment or otherwise, you will forfeit the Unvested Option Amount, or such portion of the Unvested Option Amount that remains unpaid at such time (the “Forfeited Unvested Option Amount”).  Any Forfeited Unvested Option Amount will be retained by the Company.

 

You acknowledge and agree that the Adjustment as described herein satisfies any obligation the Board or the Company may have under Section 7 of the Plan or Section 12 of the Amended Option Agreement to provide for any adjustment with respect to the Option Shares as a result of the Stock Split and the Dividend.  The Company (or its designee) shall have the right to deduct from any amounts payable hereunder any such taxes as are, in the reasonable opinion of the Company (or its designee), required to be withheld by the Company or such designee with respect to such payment.  You should consult with your personal tax advisor for information regarding your specific circumstances.

 

If you have any questions regarding the foregoing, please contact Bryan Barksdale at (512) 640-7218.  Please return a signed copy of this letter to Bryan Barksdale via email at bryan@yeti.com or by mail at: 5301 Southwest Parkway, Suite 200, Austin, Texas 78735 by May 27, 2016.  The Adjustment will not become effective until the Company receives your executed copy of this letter.

 











 

	
 
    	
Sincerely,
    
	
 
    	
 
    
	
 
    	
YETI Holdings, Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Matthew J.   Reintjes
    
	
 
    	
Name: Matthew J. Reintjes
    
	
 
    	
Title:  Chief Executive Officer
    
	
 
    	
 
    
	
Acknowledged and Agreed to:
    	
 
    
	
 
    	
 
    
	
/s/ Roy Seiders
    	
 
    	
 
    
	
Roy Seiders
    	
 
    
	
 
    	
 
    
	
Dated:
    	
May 19, 2016