Exhibit 10.13
May [ ], 2021
LIFESTANCE TOPCO, L.P.
NOTICE OF AMENDED AWARD TERMS
This notice (this “Notice”) describes certain amendments that are being made to the Partnership Interest Award Agreement[s] (as amended and/or amended and restated from time to time, your “Award Agreement[s]”) between you and LifeStance TopCo, L.P. (the “Partnership”) and to any Class B Units you received under such Award Agreement[s] (collectively, your “Award[s]”) in connection with the initial public offering of shares of common stock of LifeStance Health Group, Inc. (“LifeStance”) and the related organizational transactions (together, the “IPO”). The Partnership, its subsidiaries, and LifeStance are collectively referred to in this Notice as the “Company”.
In connection with the IPO, all outstanding Class A Units and Class B Units of LifeStance TopCo, L.P. will be exchanged for shares of common stock of LifeStance (“LifeStance Shares”), and LifeStance Shares are expected to become publicly traded on the Nasdaq Global Select Market.
You are receiving this Notice because you and/or persons related to you (which we together refer to as “you” or the “Participant”) currently hold Class B Units issued pursuant to your Award Agreement[s] that will be amended in connection with IPO. The purpose of this Notice is to inform you of certain amendments that are being made to the terms of your Award[s] and that, notwithstanding anything to the contrary in your Award Agreement[s] and/or the limited partnership agreement of the Partnership (as amended and/or amended and restated from time to time, including any amendment and restatement effective in connection with the consummation of the IPO, the “Partnership Agreement”) or any other plan or agreement applicable to you or to which you are a party, will apply to your Award[s] as of and following the effective time of this Notice, as described below.
1. Effective Time; Defined Terms.
a. The adjustments described in this Notice, in their entirety, are effective as of immediately prior to consummation of the reorganization involving the Partnership contemplated in connection with the IPO (the “Effective Time”). For the avoidance of any doubt, in the event that your Award[s] [is][are] not outstanding as of immediately prior to the Effective Time, the treatment described herein shall not apply.
b. Capitalized terms used and not defined herein have the respective meanings ascribed to such terms in your Award Agreement[s]. To the extent that the Class B Units under your Award[s] (or any portion thereof) are exchanged for LifeStance Shares in connection with the IPO, references in the governing documents to the “Company” shall be construed to refer to (or to also include) LifeStance, and references in the governing documents to the “Board” shall be