BYND 8-K
Beyond Meat, Inc. (BYND)
8-K
2026-04-02
For: 2026-03-28
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 28, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||
| Pre-commencement communications pursuant to Rule 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 28, 2026, Beyond Meat, Inc. (the “Company”) and Roquette Frères (“Roquette”) entered into a Sales Agreement (the “Sales Agreement”) pursuant to which Roquette will provide the Company with pea protein. The Sales Agreement expires on December 31, 2027, subject to extension or early termination under certain circumstances. The Sales Agreement provides for pea protein to be supplied by Roquette in each of 2026 and 2027, on a purchase order basis per specified minimum annual base quantities, subject to periodic adjustment based on the Company’s binding forecasted requirements throughout the term. The Company is not required to purchase and Roquette is not required to deliver pea protein in amounts in excess of such specified minimum annual quantities. The total annual amount purchased each year by the Company must be at least the minimum amount specified in the Sales Agreement, which totals in the aggregate approximately $23.5 million (subject to annual inflationary and exchange rate adjustments) over the term of the Sales Agreement. If the Company does not purchase the applicable minimum annual quantities, it will be required to pay Roquette liquidated damages calculated as a percentage of the amount the Company would have been required to pay for the unpurchased volumes in the relevant year, subject to roll over of a portion of unpurchased volumes from year to year. The Sales Agreement requires the Company to procure a $1.0 million standby letter of credit to secure its payment obligations thereunder and also provides for the Company and Roquette to indemnify one another in certain circumstances.
The foregoing is only a brief description of the Sales Agreement and is qualified in its entirety by reference to the full Sales Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of March 30, 2026, the board of directors of the Company approved the Beyond Meat, Inc. 2026 Employment Inducement Equity Incentive Plan (the “Inducement Plan”). The terms of the Inducement Plan are substantially similar to the terms of the Company’s 2018 Equity Incentive Plan, as amended and restated on September 28, 2025, with the exception that incentive stock options may not be issued under the Inducement Plan and awards under the Inducement Plan may only be issued to eligible recipients under the applicable rules of the Nasdaq Stock Market LLC (“Nasdaq”). The Inducement Plan was adopted by the board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
The board of directors has initially reserved 10,000,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to an employee who has not previously been an employee or member of the board of directors of the Company or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.
The foregoing is only a brief description of the Inducement Plan and is qualified in its entirety by reference to the full Inducement Plan and the forms of restricted stock unit and stock option award agreements to be used thereunder, copies of which are filed as Exhibits 10.2, 10.3 and 10.4, respectively, hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
| 10.1+^ | ||||||||
| 10.2* | ||||||||
| 10.3* | ||||||||
| 10.4* | ||||||||
| 104 | Cover page interactive data file (embedded with the inline XBRL document) | |||||||
+ Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request. | ||
^ Certain portions of this exhibit have been redacted in accordance with Regulation S-K, Item 601(b)(10). | ||
* Indicates management contract or compensatory plan or arrangement. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEYOND MEAT, INC. | |||||
| By: | /s/ Lubi Kutua | ||||
Lubi Kutua | |||||
Chief Financial Officer and Treasurer | |||||
Date: April 2, 2026
Exhibit 10.1
***CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) TREATED AS PRIVATE AND CONFIDENTIAL BY THE REGISTRANT.
MULTI-YEAR SALES AGREEMENTThis Multi-Year Sales Agreement (as amended from time to time, the “Agreement”) is made as of the Effective Date (as defined below) by and between:
ROQUETTE FRÈRES, a corporation organized under the laws of France having its registered office at 1 rue de la Haute Loge, Lestrem (62136), FRANCE, acting both in its own name, and in the name and on behalf of its Affiliated Companies which have duly empowered Roquette Frères for the purpose hereof (hereinafter referred to as “Seller”).
and
BEYOND MEAT, INC. a corporation organized under the laws of the State of Delaware in the United States of America, having its principal place of business at 888 N. Douglas St., Suite 100, El Segundo, California, USA 90245, acting both in its own name, and in the name and on behalf of its Affiliated Company Beyond Meat EU B.V. which have duly empowered Beyond Meat, Inc. for the purpose hereof (hereinafter referred to as “Buyer”).
For the purpose of the Agreement (i) Beyond Meat, Inc. shall be jointly and severally liable towards Seller for any Affiliated Company who purchases Products under this Agreement and (ii) Seller shall be jointly and severally liable towards Buyer for any Affiliated Company who supplies Products under this Agreement.
RECITALS:Whereas, Buyer is engaged in the business of selling plant-based meat products and has determined that it requires the supply of Product (as defined below).
Whereas, Seller is involved in processing plant-based raw materials and offering a wide range of product and solutions in the fields of human nutrition, including, without limitation, the Product.
Whereas, Buyer wishes to purchase from Seller, and Seller wishes to supply to Buyer, the Product, in each case, subject to the terms and conditions of this Agreement.
Now, therefore, in consideration of the mutual promises and covenants hereinafter set forth, and intending to be legally bound thereby, Seller and Buyer agree as follows:
1.DEFINITIONS AND INTERPRETATION
1.1In this Agreement:
“Affiliated Company” means any Person that is indirectly or directly controlled by
the same Person that controls a Party, or a Person under the direct or indirect control of a Party, or directly or indirectly controlling a Party, at any time during the Term; provided that for the purposes of this definition, Person shall exclude individuals;
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"Agreement" shall have the meaning ascribed to it in the Preamble of this Agreement;
“Annual Base Quantities” shall have the meaning ascribed to it in section 2.1 of this
Agreement;
“Apparent Defect” means any defect that is apparent to a reasonable person on a visual inspection of Product that have been Delivered, including, without limitation, visible transport damage, visible damage to the packaging, incorrect or defective packaging, incorrect delivery documentation or customs declaration errors;
“Applicable Laws” shall have the meaning ascribed to it in section 2.13 of this Agreement;
“Business Day” means a day (excluding Saturdays and Sundays) on which banking institutions are generally open for business in Los Angeles, California and Paris, France;
“Buyer” shall have the meaning ascribed to it in the Preamble of this Agreement;
“Buyer Indemnitees” shall have the meaning ascribed to it in section 7.3 of this
Agreement;
“Buyer Marks” shall have the meaning ascribed to it in section 7.7 of this Agreement;
“control, controlled, controlling” means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise;
"Confidential Information" means all information provided by one Party or otherwise
made known to the other Party in connection with this Agreement, whether orally, visually, or in writing, that relates to the business, affairs, price, payment conditions, Product, transformation or manufacturing process, developments, trade secrets, know how, personnel, customers, prospects and suppliers of either Party whether designated as “confidential information” or not by a Party, and that would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure, together with all information derived from the foregoing. “Confidential Information” shall include the existence and terms of this Agreement and shall exclude any information (i) independently developed by the receiving Party without using the Confidential Information of the disclosing Party, (ii) that is or becomes publicly available through no fault of the receiving Party, or (iii) rightfully in the possession of the receiving Party without a duty of confidentiality prior to the receipt of such information all as reflected in the written records of the other Party;
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“Credit” shall have the meaning ascribed to it in section 3.8 of this Agreement.
“Date of Production” means with respect to any Product the date on which Seller
has completed its production of such Product and applied Lot details to the fully packaged Product in question;
“DAP” has the meaning ascribed to that term in INCOTERMS;
“DDP” has the meaning ascribed to that term in INCOTERMS;
“Defective Product” shall have the meaning ascribed to it in section 5.3 of this Agreement;
"Delivery" means, in relation to any Order, when Seller makes the Products available to Buyer pursuant to the applicable Incoterms to location specified in Exhibit A herein, or any other INCOTERM as mutually agreed by the Parties with respect to an Order;
“Delivery Date” means the date when the Product is scheduled for Delivery as identified in the Order by Buyer and as confirmed by Seller;
"Effective Date" shall have the meaning ascribed to it in section 11.1 of this Agreement;
“INCOTERMS” means Incoterms 2020 published by the International Chamber of Commerce to take effect on January 1, 2020 and as in effect on the Effective Date;
"Intellectual Property Right" means any patent, application for patent, registered design,
copyright, design right, topography right, trade mark, work of authorship, business name, application to register any of the aforementioned rights, any trade secret, unpatented know-how and right of confidence, discoveries, inventions, and any other intellectual property right of any nature whatsoever recognized in any jurisdiction of the world and owned, controlled by, or licensed to a Person;
“Insolvency Event” means when a Party: (i) commences any case, proceeding, or other action (a) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or (b) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or a Party, shall make an assignment for the benefit of creditors; (ii) there shall be commenced against a Party any case, proceeding or
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other action of a nature referred to clause (i) above that: (a) results in the entry of an order for relief or any such adjudication or appointment; (b) remains undismissed, undischarged, or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against a Party any case, proceeding, or other action seeking issuance of a warrant or attachment, execution, distraint, or similar process against all or any substantial part of its assets that results in the entry of any order for any relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) a Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) a Party shall become unable to pay its debts as they become due; A Buyer Insolvency Event shall mean an Insolvency Event with respect to Buyer and a Seller Insolvency Event shall mean an Insolvency Event with respect to Seller;
“Letter of Credit” means a $1,000,000 irrevocable standby letter of credit, procured by Buyer, naming Seller as the sole Beneficiary, in form and substance, and from a financial institution, satisfactory to Seller in its sole and exclusive discretion;
“Liquidated Damages” shall have the meaning ascribed to it in section 2.2 of this Agreement.
“Mlb” means 1,000,000 pounds;
“Notice” shall have the meaning ascribed to it in section 15 of this Agreement;
“Order” means an order placed by Buyer for the supply of Product within the Territory pursuant to the terms and conditions of this Agreement stating Buyer’s order number, the Product ordered and the price(s) thereof, and the requested Delivery Date(s), Delivery address(es), and applicable INCOTERMS as mutually agreed by the Parties, if other than DDP;
“Party” means Seller or Buyer;
“Parties” means collectively Seller and Buyer;
“Person” means an individual, firm, corporation, limited liability company, division, operation, partnership, joint venture, trust, unincorporated association, government or any agency or political subdivision thereof, or any other entity;
“Personal Data” shall have the meaning ascribed to it in section 8.2 of this Agreement;
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“Product” means the Product described in Exhibit A or any subsequent upgraded or equivalent version of the Product as mutually agreed by the Parties;
“Seller” shall have the meaning ascribed to it in the Preamble of this Agreement;
“Seller Background IP” shall have the meaning ascribed to it in section 7.1 of this
Agreement;
“Seller’s Lead Times” means the time needed by Seller to Deliver the Product DDP or DAP as applicable, as from the confirmation of Buyer’s Order pursuant to section 2.8:
-from [***]to Buyer [***]location full truck load: [***];
-from [***]to Buyer [***]location full truck load: [***].
-from [***]Seller’s warehouse to Buyer’s location in [***]/ full truck load: [***].
“Seller Marks” shall have the meaning ascribed to it in section 7.7 of this Agreement;
“Shelf Life” means the shelf life of the Product as stated in the Specifications;
“Specifications” means the Product specifications as detailed in Exhibit A- 1;
“Term” shall have the meaning ascribed to it in section 11.1 of this Agreement;
“Territory” means the [***]. For clarity sake, some provisions hereafter specifically refer to one or the other territory then expressly referred individually as [***];
“Third Party” shall mean any Person other than Seller or Buyer; and
“Warranty Period” shall have the meaning ascribed to it in section 5.1 of this Agreement.
1.2Terms. Unless otherwise agreed in writing between the Parties, all Orders will be entered into on the basis of the terms and conditions of this Agreement to the exclusion of any other terms and conditions set out or referred to in any document or other communication used by either Party in concluding an Order.
1.3Headings. Section headings are for ease of reference and do not form part of nor shall they affect the interpretation of this Agreement.
1.4Preamble; Recitals; Exhibits. The Preamble, Recitals and any Exhibits included in or referred to in this Agreement are incorporated herein by this reference and form an integral part of this Agreement.
1.5Interpretation. Where the context so admits or requires words denoting the singular include the plural and vice versa and words denoting any gender include all genders.
1.6Successors. References to each Party include its permitted assigns and successors by operation of law.
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1.7Precedence. In the event of any inconsistency, not expressly provided as an exception, between the provisions of any Exhibit hereto and the provisions of the main body of this Agreement, the latter shall prevail to the extent of the inconsistency, except expressly stated as an exception of the conditions of this Agreement. In the event of any inconsistency between the provisions of any Order and the provisions of this Agreement and its Exhibit, the latter shall prevail to the extent of the inconsistency, except if expressly stated as an exception of the conditions of this Agreement.
2.QUANTITY, ORDERS AND DELIVERY
QUANTITIES
2.1The minimum quantities of Product that Buyer shall Order from Seller and that Seller shall sell and Deliver to Buyer in each calendar year during the Term (hereinafter the “Annual Base Quantities”) shall be [***] lbs spread over the year [***]; the total annual volume allocated between [***] and [***] is: [***] lbs and [***] lbs respectively. Buyer may request to reallocate up to [***] of the Annual Base Quantity between [***] and [***] upon notice to Seller, subject to mutual agreement on any additional fees, costs, expenses (such as freight charges) which Buyer shall be responsible for. Seller may not unreasonably withhold, condition, or delay approval of any such request. Any other reallocation shall be subject to mutual written agreement of the Parties. Notwithstanding anything to the contrary herein, Buyer shall have the right to roll over up to [***] of the Annual Base Quantities (“Roll Over”) in a given calendar year to the following calendar year in which case the Annual Base Quantity for the following calendar year shall be [***] of the Annual Base Quantity for such calendar year (2027) as set forth herein. Subject to availability of Product and unless otherwise mutually agreed, Seller acknowledges and agrees that any volume of Product Ordered by Buyer during the Term above the minimum quantities set forth above shall be sold and Delivered at the same price as set forth in Exhibit A as may be amended from time to time.
2.2If, in either year of the Initial Term, and after accounting for any permitted Roll Over quantities, Buyer does not purchase the applicable Annual Base Quantities, Buyer shall pay Seller liquidated damages equal to [***] of the amount Buyer would have paid for the unpurchased volumes for that year (“Liquidated Damages”). The Parties agree that the Liquidated Damages represent the true and reasonable estimate of the loss that will be suffered by Seller in the event that Buyer does not purchase the Annual Base Quantities, and such Liquidated Damages shall be due without setoff within thirty (30) calendar days of Buyer’s receipt of Seller’s valid invoice therefor. The Parties agree that quantifying damages arising from Buyer’s failure to order all Annual Base Quantities is inherently difficult because Seller will reserve a significant part of its production of the Product for Buyer and that Seller will incur significant damages as a consequence of Buyer’s failure to purchase the Annual Base Quantities, including, but not limited to, additional selling costs and disruptions in Seller’s operations. Buyer acknowledges and agrees that the Liquidated Damages are not a penalty but considered as reasonable, based on the Parties’ experience in the industry and the nature of the damages and costs incurred by Seller as a result of Buyer’s failure to purchase the Annual Base Quantities under this Section 2.
2.3If Seller refuses to supply, or is otherwise unable to supply, the Annual Base Quantities (or of an appropriate substitute equivalent in all material respects as determined by Buyer in its reasonable discretion) in a timely manner in accordance with the Delivery Dates, Seller shall pay to Buyer promptly, the difference between the price that Buyer would have paid to Seller for the Annual Base Quantities had Seller Delivered the Annual Base Quantities and the price that Buyer actually paid to a Third Party for replacement products to cover Seller’s failure to Deliver (“Cost of Cover”), plus [***] of that differential as liquidated damages (together with the Cost of Cover, the “Total Cover”) provided however, that the amounts paid by Buyer for replacement products shall be commercially reasonable as determined by Buyer in its reasonable discretion in light of market
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conditions as of the date of purchase. In addition, the quantities of replacement products (in lbs.) shall be credited against the Annual Base Quantities as if Buyer had purchased, and Seller had supplied, such products as Product. The Parties agree that such Total Cover represents the true and reasonable estimate of the loss suffered by Buyer and such amount shall be due without set-off within thirty (30) calendar days of Seller’s receipt of Buyer’s valid invoice therefor. The Parties agree that quantifying damages arising from Seller’s failure to supply the Annual Base Quantities is inherently difficult because Buyer will allocate a significant part of its requirements for Product to Seller and that Buyer will incur significant damages as a consequence of Seller’s failure to supply the Annual Base Quantities, including but not limited to additional buying costs and disruptions in Buyer’s operations. As such, at the Effective Date, the Total Cover is not a penalty but considered as reasonable, based on the Parties’ experience in the industry and the nature of the damages and costs incurred by Seller’s failure under this Section 2.
2.4Notwithstanding any other provision of this Agreement, the Parties agree that their sole and exclusive remedies for failure to purchase or failure to sell Annual Base Quantities are set forth in this Section 2, and the Parties shall have no cause of action in contract, tort or otherwise for additional relief in connection with any failure to purchase or supply product, other than in the case of willful misconduct or fraud by the breaching Party.
FORECASTS AND ORDERS
2.5In order to efficiently schedule production to meet Buyer’s expected demand and without regard to the requirement to purchase Annual Base Quantities, by no later than [***] of the preceding year during the Term, Buyer undertakes to provide Seller with an annual non-binding monthly forecast for the immediately following year taking into account any seasonality effect that would reasonably be expected to impact Buyer’s business, the regularity of Buyer’s production pace and the regularity of its Orders over a calendar year.
2.6In addition to the annual non-binding forecast, Buyer shall provide Seller with a [***] binding rolling forecast at least thirty (30) days before the starting date of the [***] rolling forecast, detailing Product, quantities, packaging and delivery points. Seller shall confirm in writing Buyer’s [***] binding rolling forecast within [***] Business Days from the date of receipt by Seller. In the event that Seller does not provide written acceptance of Buyer’s [***] rolling forecast within such [***] Business Day period, the relevant forecast shall be deemed to be accepted by Seller. Without limiting any other rights or remedies of Buyer, if Seller declines to accept Buyer’s [***] binding forecast, Buyer shall be entitled to the Total Cover as set forth in Section 2.3 upon notice to Seller.
2.7In case Buyer fails to provide Seller with its [***]binding rolling forecast, Buyer shall purchase the quantities set forth in the annual non-binding forecast, that then become binding on Buyer on a rolling [***]basis, until such time as Buyer provides such binding rolling forecast and provided Seller confirms its acceptance of it.
2.8Provided that (i) an Order is made in accordance with the forecast as set forth in sections 2.5 and 2.6 above and (ii) the requested Delivery date complies with Seller’s Lead Times, Seller shall confirm each Order by issuing a written order confirmation within [***] Business Days from the date the Order is received by Seller. In the event that Buyer does not receive such written order confirmation within such [***] Business Day period and the relevant Order is made in accordance with the forecast as set forth in sections 2.5 and 2.6 above, the Order shall be deemed accepted by Seller. Seller may not cancel or revoke an accepted Order without the approval of Buyer, which shall not be unreasonably withheld. In the event Seller rejects any validly placed Order, the quantity of Product set forth in any rejected Order shall be credited against the Annual Base Quantities and Buyer shall be entitled to the Total Cover for such Order. Buyer may place multiple Orders during the relevant period to meet the applicable [***] binding forecast.
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2.9The estimated schedule of the shipment for each Order will be set forth in the Order. Seller will ship the Product from its distribution center in accordance with such schedule provided that Seller has confirmed it as part of the Order terms.
2.10Buyer shall inform Seller of any requested change as to an Order no less than [***] days before an Order is shipped by Seller.
2.11The Product shall be packed for shipment in accordance with Seller’s packaging data sheet or any other specification signed by Seller in a manner sufficient to ensure the integrity of the Product.
2.12Upon Delivery, Buyer shall notify Seller of any Apparent Defects within [***] Business Days from the date of Delivery to Buyer, otherwise the Product shall be considered as accepted by Buyer notwithstanding any such Apparent Defects. Such notification shall be accompanied by a photograph of the Apparent Defect.
2.13Seller shall promptly provide written notice to Buyer of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the following events or occurrences: (a) any failure by Seller to perform any of its obligations under this Agreement; (b) any delay in delivery of Product; (c) any defects or quality problems relating to Product; (d) any change of control of Seller (whether by merger, sale of voting securities or assets, consolidation, reorganization or otherwise) and (e) any failure by Seller, or its subcontractors or common carriers, to comply with all applicable laws, rules, guidelines, and regulations (including, without limitation, the Federal Food, Drug, and Cosmetic Act, the Fair Labor Standards Act, and all other laws, rules, guidelines, and regulations regarding food safety, composition, labelling, registration, and manufacturing, including good manufacturing practices prevailing in the industry) (collectively, “Applicable Laws”).
2.14Seller shall maintain Product inventory at a level sufficient to meet [***] and [***] of the then-current [***] binding forecast.
3.PRICES AND PAYMENTS
3.1 The prices payable for Products are set out in Exhibit A. Unless otherwise agreed, Seller agrees that the prices set out in Exhibit A shall remain fixed for the 2026 calendar year. The price for the Products for Year 2027 shall be determined by the price change process set forth in Exhibit A. At the end of the Initial Term and should the Parties desire to renew or extend the Term the Parties will initiate negotiations on pricing and volume for each subsequent Renewal Term by [***] of the prior year and should be in agreement by [***] of such prior year. In the event that the Parties do not agree on prices and volumes for a Renewal Term prior to the end of the Initial Term or then-current Renewal Term (as applicable), [***]. Any Product sales between the Parties following any expiration or termination of this Agreement shall be subject to the terms and conditions of this Agreement except pricing and volume, unless otherwise mutually agreed in writing.
3.2 Unless otherwise agreed between the Parties, all shipments shall have net [***] days payment terms from the date Buyer receives Seller's invoice.
3.3All amounts due under this Agreement or an Order shall be paid in immediately available
3.4[***] for [***] Orders and in [***] for [***] Orders, by direct bank transfer to the receiving Party’s bank account designated in writing to the paying Party, or such other means as may be agreed between the Parties in writing from time to time. With regard to the price for the Product, Buyer shall bear all bank charges associated with any such payment.
3.5All taxes or similar obligations levied on Seller shall be borne solely by Seller and Buyer shall have no responsibility or liability therefor provided however that the mutually agreed
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INCOTERM, being DDP or DAP at the Effective Date remains the same. Any change that would be mutually agreed by the Parties with regard to the INCOTERM may affect the Parties’ obligations as to taxes and in that case, Buyer and Seller shall then confer and discuss possible consequences of such change.
3.6If any payment due hereunder is overdue by more than three (3) Business Days, then at the written request of the Party that is owed the payment, the Party making such payment shall be liable to pay interest on the overdue amount at the rate of [***] per annum from the date that the payment was originally due and owing.
3.7Buyer agrees to procure the Letter of Credit in order to secure its obligation to pay sums due Seller, including for Liquidated Damages in the event that Buyer fails to purchase the Annual Base Quantities in any particular year. The Letter of Credit shall be in place for the entire Initial Term and shall permit Seller to make draws thereupon (a) in the event Buyer fails to make a payment properly due to Seller that remains unpaid for [***] business days after the due date, including without limitation in connection with Liquidated Damages due to Seller hereunder, or (b) upon a Buyer Insolvency Event to the extent of any outstanding sums due Seller on the date of the Insolvency Event, or that would be due to Seller absent the Insolvency Event, including Liquidated Damages. Buyer expressly acknowledges and agrees that after the occurrence of any Buyer Insolvency Event, Seller shall be immediately entitled to draw upon the entire available amount of the Letter of Credit without regard for any automatic stay or other injunction that may be imposed on creditors of Buyer that may be imposed as a result of the occurrence of any Buyer Insolvency Event, up to the amount of any sums properly due to Seller; provided that Buyer shall not be liable for any failure or delay by the issuing bank to pay any such amounts to Seller to the extent not caused by Buyer’s action or inaction. Upon draw down, Buyer shall issue a new Letter of Credit in the full original amount. Supplier shall have no further obligation to fulfill any Orders until the Letter of Credit has been reissued in the full amount.
3.8Seller shall provide Buyer a credit (in the form of a credit memo) each month for [***] after the Effective Date in the amount of [***] (the “Credit”), against invoices issued for Product sourced from and delivered to locations in [***]and applied only to sums due for Products sourced from and delivered to location in [***]. Credits shall not be applied prospectively. Buyer acknowledges and agrees that it shall not be entitled to receive the Credit in the event that: (i) Seller terminates this Agreement in accordance with Section 11.3 of this Agreement; (ii) there remains unpaid sums properly due to Seller, in which case the Credit will be applied to outstanding sums due; or (iii) Buyer fails to purchase a minimum of [***] kgs for delivery in [***] in the particular month in which the Credit is claimed.
4.TITLE – TRANSFER OF RISK
4.1Title to the Product will pass to Buyer at Delivery.
4.2Risk of loss will pass to Buyer in accordance with the mutually agreed INCOTERM, irrespective of whether title to the Product remains vested in Seller.
5.WARRANTY
5.1During the Shelf Life of the Product or until [***] after the Delivery Date of the Product whichever is longer (the “Warranty Period”), the Product, as originally packaged by Seller, shall meet the Specifications, the Requirements for Raw Material Suppliers to Beyond Meat (attached to this Agreement as Exhibit B), and shall be compliant with all Applicable Laws. Further, Seller agrees that the Product: (a) are prepared in accordance with all Applicable Laws; (b) are merchantable and free from defects, latent or otherwise; (c) are new and conveyed by Seller to Buyer with good title, free and clear of all liens and encumbrances of any kind; and (e) do not infringe, misappropriate,
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or otherwise violate the intellectual property or other proprietary rights of any Person. Seller further agrees that it will perform its obligations hereunder in compliance with all Applicable Laws.
5.2EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE PRODUCT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR THE RESULTS TO BE DERIVED FROM THE USE OF THE PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ASSUMES ALL RISKS AND LIABILITY FOR (i) RESULTS OBTAINED BY THE USE OF THE PRODUCT PURCHASED HEREUNDER, WHETHER USED AS DELIVERED OR IN COMBINATION WITH OTHER PRODUCT, (ii) DETERMINING FITNESS FOR USE IN, OR IN CONJUNCTION WITH, OTHER PRODUCT, (iii) OBTAINING GOVERNMENTAL HEALTH, SAFETY, ENVIRONMENTAL OR OTHER APPROVALS FOR UTILIZATION, AND (iv) FOR ANY LOSS OR DAMAGE RESULTING FROM THE HANDLING, USE OR MISUSE BY BUYER OF PRODUCT PURCHASED HEREUNDER.
5.3In case of non-conformity to the warranties stated in section 5.1 discovered during the Warranty Period (“Defective Product”), Seller shall replace promptly and free of charge any Defective Product and subject to any and all limitation and exclusion under section 10.1 herein, reimburse all costs and expenses incurred by Buyer that are otherwise recoverable under this Agreement due to the Defective Product provided that:
(a)Buyer has performed the appropriate inspection upon delivery of the Product so that any Apparent Defect has been identified and Seller has been notified of such Apparent Defect in accordance with section 2.12 above;
(b)Seller is permitted to make a full examination of the alleged non-conformity(ies), to Seller’s reasonable satisfaction; provided that such examination shall be coordinated with Buyer and shall not unreasonably interfere with Buyer's operations. If Seller, acting reasonably and in good faith, disagrees with the alleged non-conformities, the Parties shall attempt in good faith to designate an independent testing laboratory to determine whether the alleged non-conformities exist, the findings of which shall be final, binding and non- appealable and not subject to dispute resolution. The costs and expenses of such laboratory testing shall be borne by the Party whose position is determined to have been in error or if the laboratory cannot determine the source of the error, then the Parties shall share equally the costs and expenses of the laboratory equally. If a suitable independent testing laboratory cannot be designated by mutual agreement of the Parties, the dispute shall be resolved in accordance with section 17 below.
(c)The non-conformity did not result from Buyer's non-compliance with this Agreement or the Order and did not result from mishandling or negligence on the part of Buyer or a Third Party acting on the instructions of Buyer.
If Seller determines that a Defective Product pursuant to this section 5 cannot be replaced within [***] Business Days, Seller may direct Buyer to return the Defective Product to Seller or destroy it, in each case at Seller’s sole cost and expense, and Seller will promptly reimburse Buyer for the price actually paid by Buyer to Seller for such Defective Product; provided that the Defective Product shall be credited against the Annual Base Quantities. If Seller directs Buyer to destroy the Defective Product, Buyer shall send the certificate of destruction by an external laboratory as evidence of the destruction of the entire quantity of Defective Product.
5.4Notwithstanding anything to the contrary in this Agreement, if Buyer, any of Buyer’s customers, or any governmental authority reasonably determines that any Product sold to Buyer is a Defective Product and as a consequence of this a recall of Buyer’s product is necessary, Buyer may implement such recall campaign and return any Product that has been evidenced as a Defective
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Product and that it still has in its warehouses to Seller or destroy such Product, as determined by Seller at Seller’s sole cost, expense and risk. If a recall campaign is implemented with respect to a Defective Product, at Buyer’s option, Seller shall promptly replace any Defective Product and provide such replacement Product to Buyer or Buyer’s designee. Seller will be liable for Buyer’s costs and expenses associated with any such recall campaign subject to the limitation of liability in section 10 below.
6.CONFIDENTIALITY
6.1Each party will keep all Confidential Information of the other Party confidential, secure and protected against theft, damage, loss or unauthorized access, and will not at any time without the prior written consent of the other Party use or disclose any of the other Party's Confidential Information other than for the sole purpose of the performance of its obligations and the exercise of its rights under this Agreement. Each Party will ensure that its respective employees, agents and contractors to whom Confidential Information of the other Party is disclosed are made aware of its confidentiality obligations and agree to be bound by them or by an obligation of confidentiality no less restrictive.
6.2Subject to section 6.4, neither Party may, without the other Party's prior written consent, disclose any information or issue any press release or public announcement regarding the existence, subject matter or terms of this Agreement.
6.3Obligations under this section 6 shall survive the expiration or termination of this Agreement for a period of five (5) years from the date of expiration or termination of this Agreement for any reason whatsoever. Notwithstanding the foregoing, obligations of confidentiality and non-use with respect to any Confidential Information identified as trade secret by either Party, either orally or in writing, shall remain in place for so long as the applicable Confidential Information retains its status as a trade secret under Applicable Laws.
6.4In the event that a Party is requested or required by Applicable Laws to disclose any of the Confidential Information, to the extent permitted by Applicable Laws, such Party will, and will direct its representatives to (i) provide the disclosing Party with prompt prior written notice of such requirement so that the disclosing Party may, at its sole expense, seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement, (ii) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information not be disclosed to non-parties or the public, and (iii) reasonably cooperate with the disclosing Party, at its sole expense, to obtain such protective order. In the event that such protective order or other remedy is not obtained, or that the disclosing Party waives compliance with the provisions hereof, receiving Party or its representatives may furnish only that portion of the Confidential Information which the receiving Party or its representatives is advised by counsel is required by Applicable Laws and agrees to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. Notwithstanding any other provision of this Agreement, no prior notice or other action shall be required in respect of any disclosure made to any banking, financial, accounting, securities or similar supervisory authority exercising its routine supervisory or audit functions, provided that such disclosure is made in the ordinary course and is not specific to the disclosing Party or this Agreement.
6.5Each Party agrees that legal remedies may be inadequate to protect its interests in the event of any breach or threatened breach of any provision of section 6 of this Agreement, and that the non-breaching Party will be entitled to seek equitable relief, including injunctive relief (without requirement of any bond or security), damages and specific performance, in addition to all other remedies available at law or in equity.
7.INTELLECTUAL PROPERTY RIGHTS
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7.1As of the Effective Date, all of Seller’s Intellectual Property Rights in and in relation to the Product and the process by which it is manufactured (“Seller Background IP”) shall be and remain the sole and exclusive property of Seller or its licensors. Buyer shall not acquire any Intellectual Property Rights in the Seller Background IP by virtue of this Agreement and/or any Order entered into hereunder; provided that, for purposes of clarity, Seller Background IP does not include, and Seller shall have no rights in or to, any Intellectual Property Rights Buyer may have or acquire in products in which the Product are incorporated, or any improvements, enhancements, or other modifications that Buyer or its designee may make to the Product or products in which the Product is incorporated, which shall be and remain the sole and exclusive property of Buyer and its licensors.
7.2As of the Effective Date, all of Buyer’s Intellectual Property Rights in and in relation to the Product and the process by which it is manufactured (“Buyer Background IP”) shall be and remain the sole and exclusive property of Buyer or its licensors. Seller shall not acquire any Intellectual Property Rights in the Buyer Background IP by virtue of this Agreement and/or any Order entered into hereunder; provided that, for purposes of clarity, Buyer Background IP does not include, and Buyer shall have no rights in or to, any Intellectual Property Rights Seller may have or acquire in products in which the Product are incorporated, or any improvements, enhancements, or other modifications that Seller or its designee may make to the Product or products in which the Product is incorporated, which shall be and remain the sole and exclusive property of Seller and its licensors.
7.3Subject to the provisions of this section 7 and section 10, and excluding any Buyer IP Claims for which any Seller Indemnitee is indemnified under section 7.4., Seller shall indemnify, defend, and hold Buyer and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Buyer Indemnitees”) harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Section and the cost of pursuing any insurance providers, incurred by or awarded against any Buyer Indemnitee in connection with, or otherwise relating to, any claim, demand, suit, action, or proceeding brought against any Buyer Indemnitee claiming that Product, any Seller Background IP or the process by which it is manufactured infringes the Intellectual Property Rights of a Third Party (“Seller IP Claims”), but only if (i) Buyer notifies Seller promptly upon learning that the claim has been asserted (provided that a failure to provide such notice will not relieve Seller of its obligations hereunder except to the extent material prejudice results therefrom), (ii) Seller is afforded the right to exercise control over the defense of the claim and any negotiation for its settlement or compromise (provided that Seller may not enter into any settlement or otherwise dispose of any Seller IP Claim without Buyer’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed) and (iii) Buyer reasonably cooperates with Seller in the defense or settlement of the Seller IP Claim, at Seller’s sole cost and expense.
7.4Subject to the provisions of this section 7 and section 10, and excluding any Seller IP Claims for which any Buyer Indemnitee is indemnified under section 7.3, Buyer shall indemnify, defend, and hold Seller and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Seller Indemnitees”) harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Section and the cost of pursuing any insurance providers, incurred by or awarded against any Seller Indemnitee in connection with, or otherwise relating to, any claim, demand, suit, action, or proceeding brought against any Seller Indemnitee claiming that any products manufactured or distributed by Buyer, any Buyer Background IP, or the process by which such Buyer products are manufactured infringes the Intellectual Property Rights of a Third Party (“Buyer IP Claims”), but only if (i) Seller notifies Buyer promptly upon learning that
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the claim has been asserted (provided that a failure to provide such notice will not relieve Buyer of its obligations hereunder except to the extent material prejudice results therefrom), (ii) Buyer is afforded the right to exercise control over the defense of the claim and any negotiation for its settlement or compromise (provided that Buyer may not enter into any settlement or otherwise dispose of any Buyer IP Claim without Seller’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed) and (iii) Seller reasonably cooperates with Buyer in the defense or settlement of the Buyer IP Claim, at Buyer’s sole cost and expense.
7.5Without limitation to section 7.3, in the event that the use of the Product pursuant to this Agreement, is enjoined, Seller promptly, at its sole cost and expense shall:
(a)procure for Buyer the right to continue to use the Product(s) without infringement;
(b)provide an appropriate, non-infringing substitute that is equivalent in all material respects while otherwise complying with this Agreement as determined in Buyer’s reasonable discretion; or
(c)in the event that none of the foregoing alternatives is available to Seller on commercially reasonable terms, then Seller may terminate the Order(s) in question in respect of the infringing Product(s), and Seller shall refund the amount actually paid by Buyer for the affected Product(s) in question to Buyer against return of the Product(s) and shall pay Buyer for any costs and expenses otherwise recoverable under this Agreement incurred by Buyer as a result of Seller’s failure to provide non-infringing Product. In such event, Buyer may purchase substantially equivalent but non-infringing products from Third Parties, and the amounts of such purchases shall be credited against the Annual Base Quantities. Buyer agrees that the liquidated damages available for Seller’s inability to supply non-infringing Product is the same as set forward in section 2.3 for the Seller’s inability or refusal to supply Annual Base Quantities of the Product for any reason, and such liquidated damages shall be Buyer’s sole and exclusive remedy for Seller’s termination of any Order pursuant to this section 7.5(c).
7.6Seller shall have no obligation or liability under section 7.3 or 7.5 or otherwise insofar as any infringement arises directly from: (i) any modifications made to the Product(s) in question other than by Seller; and/or (ii) the process by which the Product is used in a product manufactured or distributed by or on behalf of Buyer.
7.7Buyer recognizes that the trademarks, trade names, trade dress, and service marks of Seller constitute valuable intellectual property of Seller (the “Seller Marks”) and are owned solely and exclusively by Seller, and Buyer agrees not to claim any right, title, or interest in, or challenge Seller’s ownership of, the Seller marks. Seller recognizes that the trademarks, trade names, trade dress, and service marks of Buyer constitute valuable intellectual property of Buyer (the “Buyer Marks”) and are owned solely and exclusively by Buyer, and Seller agrees not to claim any right, title, or interest in, or challenge Buyer’s ownership of, the Buyer Marks.
8.ETHIC- PERSONAL DATA – ANTI-CORRUPTION
8.1Each party warrants that it has implemented and complies with ethics and compliance standards stated in its respective code of conduct, as provided and acceptable to the other Party.
8.2If the performance of this Agreement requires each Party to collect, receive, store, transmit, retransfer, dispose or otherwise use (collectively “process” or “processing”) any information relating to an identified or identifiable natural person (“Personal Data”), each Party undertakes to (i) process and cause to be processed the Personal Data solely for the legitimate purposes of performing its obligations under this Agreement and for no other purpose, and only in accordance with the local law governing such processing; (ii) to provide the subject of the Personal
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Data with the same rights in relation to their Personal Data, including rights of access, correction or deletion available to such individual as they would have in the country in which he or she resides; and (iii) ensure that any persons it authorizes to have access to the Personal Data will comply with Applicable Laws regarding the Personal Data. Each party warrants that it has full legal authority to process the Personal Data as contemplated, it has in place appropriate technical and organizational measures to prevent unauthorized or unlawful processing or accidental loss or destruction of, or damage to, such Personal Data, and it has adequate security programs and procedures to ensure that unauthorized persons will not have access to the Personal Data. Each Party shall be responsible for, and remain liable to, the other Party for its actions and omissions and those of its respective Affiliated Companies, employees, representatives, clients, agents, and contractors or subcontractors concerning the treatment of Personal Data as if it were the Party’s own actions and omissions.
8.3Each Party represents on behalf of itself and its partners, employees, agents, representatives, officers, directors, and managers, that no payment or transfer will be allowed in the purpose or effect of corruption, public or commercial bribery, or any conduct that may be seen or construed as breaching any applicable anti-corruption rules nor will accept or allow any kind of extortion, bribery, money laundering, unfair competition or commercial practice or any tort act or improper to carry out business or obtaining any other benefit.
8.4Each Party represents on behalf of itself and its partners, employees, agents, employees, officers, directors, and managers, that none of its activities related to this Agreement constitute a breach of any applicable anti-corruption laws as of the effective date of this Agreement; and that it has not been formally notified that it is under investigation for beaching any applicable anti- corruption rules.
9.INSURANCE
9.1During the term of the Agreement, each Party shall carry and maintain in force, at its own cost and expense, insurance of the following types:
(a)commercial general liability insurance (including bodily injury, death and property damage) in an amount of not less than [***] (combined single limit on each occurrence and in the aggregate), including personal injury, and property damage and contractual liability coverage;
(b)employer's liability insurance with limits not less than $1,000,000 per occurrence covering all employees employed by the party; and
(c)automobile liability insurance for owned, non-owned, leased, hired, operated and/or licensed automobiles, trucks, tractors and all-terrain vehicles with limits of not less than $1,000,000 per occurrence and in the aggregate for accidental injury to one or more persons or damage to or destruction of property as a result of one accident or occurrence.
9.2Each Party shall, upon the other party’s request, furnish to the other party certificates of insurance or other appropriate documentation evidencing all coverage referenced herein.
9.3All insurance coverage described herein shall be written through insurance companies authorized to do business in the applicable state or country and, when relevant, rated no less than A- VII in the most current edition of A.M. Best's Key Rating Guide.
10.LIMITATION OF LIABILITY; INDEMNIFICATION
10.1Neither Party shall be liable to or otherwise responsible to the other Party (including any Affiliate or licensor of the other Party) under this Agreement for any consequential, indirect,
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special, incidental, punitive, or exemplary losses, or for any direct losses beyond the limits set forth in this Agreement, whether foreseeable or unforeseeable, based on claims of the other Party or the other Party’s customers, in law and/or equity (including, but not limited to, claims for loss of data, goodwill, use of money or use of the Product, interruption in use or availability of data, stoppage of other work or impairment of other assets), arising out of breach or failure of express or implied warranty (if any), breach of contract, misrepresentation, and liability in tort regardless of the basis of liability, including negligence and strict liability. This section 10.1 will not apply (i) when, and only to the extent that, Applicable Law specifically prohibits the foregoing exclusion or (ii) in the case of a Party’s fraud or willful misconduct.
10.2In no event will the aggregate liability which any Party, its Affiliates, its licensors and related Persons may incur in any action or proceeding under any circumstances exceed [***] US Dollars [***] in any one calendar year, or for any one occurrence, even if that occurrence spans more than one calendar year. This Section 10.2 shall not apply, and there shall be no limitation of damages with respect, to any amounts properly due Seller under Section 2 of this Agreement, whether such amounts constitute a balance due for goods delivered or for Liquidated Damages. This section 10.2 will not apply (i) when, and only to the extent that, Applicable Law specifically prohibits the foregoing exclusion or (ii) in the case of a Party’s fraud or willful misconduct.
10.3Without limiting a Party’s indemnity obligations elsewhere in this Agreement and subject to sections 2.3, 10.1, and 10.2 above, each party shall indemnify, defend, and hold the other Party harmless from and against any and all liability, loss, damage, deficiency or expense, interest, awards, penalties, fines, costs, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Section and the cost of pursuing any insurance providers incurred by or awarded against the indemnified Party in connection with, or otherwise relating to, any third party claim, demand, judgment, settlement, cause of action and arising from, based upon, or otherwise relating to: (a) any breach of the indemnifying Party’s representations, warranties, or covenants set forth in this Agreement; (b) any fraudulent act or omission of the indemnifying Party in connection with this Agreement or any willful misconduct of the same; and (c) any bodily injury, death, or damage to real or personal property caused by the acts or omissions of indemnifying Party.
11.TERM AND TERMINATION
11.1This Agreement shall enter into force on the date of last signature below (the “Effective Date”) and, subject to earlier termination in accordance with the provisions contained herein, shall continue in force for an initial term ending on December 31, 2027 and unless or until terminated in accordance with the terms of this Agreement (the “Initial Term”). This Agreement may be extended for additional two (2) year periods upon mutual agreement of the Parties (each a “Renewal Term”). The Initial Term and any Renewal Terms shall be collectively referred to as the “Term”. In the event of any expiration or termination of this Agreement, all obligations of the Parties intended to survive under this Agreement and Orders accepted by Seller prior to termination shall continue until satisfaction of the Parties' respective obligations in accordance with the terms of this Agreement and the Orders concerned.
11.2Assuming the Agreement is not terminated pursuant to its terms, before [***], the Parties shall meet and discuss a possible renewal or extension of this Agreement for a mutually acceptable renewal period. Should the Parties be unable to reach agreement on terms and conditions for such renewal period or extension, this Agreement will be deemed to terminate upon the expiration of the Initial Term.
11.3Either Party may terminate this Agreement and/or any Order (as the case may be) immediately at any time by written notice to the other Party if, without prejudice to section 2.2 and 2.3 that provides Parties’ sole and exclusive remedies for failure by Buyer to purchase and by Seller
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to supply, the other Party commits a material breach of this Agreement (as the case may be) which is incapable of remedy or which it fails to remedy within thirty (30) days of receiving written notice requiring it to do so.
11.4A Party (“Creditor Party”) may terminate this Agreement immediately at any time by written notice to the other Party (“Debtor Party”) if the Debtor Party experiences an Insolvency Event. In the event that an Affiliated Company experiences an Insolvency Event, then the Buyer or Seller, as the case may be, shall remain fully liable for the obligations of such Affiliated Company.
11.5Within thirty (30) days after receiving a request from the other Party following any termination or expiration of this Agreement, each Party, at its sole expense, will return to the other Party, or, at the other Party’s option, destroy and provide written certification of the destruction of, all tangible materials that contain the other Party’s Confidential Information; provided, however, each Party may retain one (1) copy of the other Party’s Confidential Information, retained by the Party’s Legal Department for the sole purpose of determining its obligations under this section 11; and further provided, however, that, nothing herein shall apply to any backup copies of electronic data created by customary information technology or disaster recovery practices, or to copies required to be retained pursuant to Applicable Laws. Notwithstanding anything to the contrary in this Agreement, the receiving Party’s confidentiality obligations with respect to any Confidential Information so retained will remain in effect so long as such Confidential Information remains in the receiving Party’s possession or control.
11.6Termination of this Agreement and/or any Order in accordance with the terms hereof shall not affect the accrued rights or liabilities of the Parties at the date of termination. For clarity, Buyer’s obligations to pay under Section 2 above and Seller’s rights to receive Liquidated Damages under Section 2.2 and any sums due to Buyer from Seller for Total Cover (if any) shall survive expiration or termination of this Agreement or any Order for any reason other than a material breach of this Agreement as finally determined by a court of competent jurisdiction.
12.FORCE MAJEURE
Neither Party will be liable for any failure or delay in performing an obligation under this Agreement or Order that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy (each a “Force Majeure Event”). The Party claiming a Force Majeure Event, shall: (a) notify the other Party as soon as is reasonably practicable of the applicable Force Majeure Event, including the nature and extent of the performance impacted, and (b) exercise commercially reasonable efforts to recommence performance as soon as possible. Notwithstanding anything to the contrary, in the event either Party’s performance is impacted by the occurrence of any Force Majeure Event and not fully resumed within ninety (90) days of such occurrence, the Party that has not claimed Force Majeure may terminate this Agreement in whole or in part upon notice to the other party without incurring any further obligations or liabilities. A Force Majeure Event does not excuse or allow delay in Buyer’s obligation to make timely payments hereunder.
13.QUALITY CONTROL; QUALITY AUDIT RIGHTS AND REPORTS
13.1Product delivered to Buyer shall meet the agreed upon Specifications and Requirements for Raw Material Suppliers to Beyond Meat attached to this Agreement as Exhibit B in effect as of the Delivery Date. Such Specifications are set forth in Exhibit A-1 to this
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Agreement, and may only be amended in writing, by agreement of the Parties. Seller shall perform quality inspection of Product before Delivery according to the Specifications.
13.2Buyer will have the right to conduct, upon a [***] prior notice and at its own expense, periodic quality audits during normal business hours at reasonable intervals between audits as agreed upon between the Parties and, in the case of Product rejections and upon reasonable notice and agreement as to date and time, at such other times as may be required on an emergency basis, to confirm compliance with this Agreement. Seller shall give reasonable access to Buyer for purposes of Buyer auditing its facilities; including, but not limited to, providing access to relevant non-proprietary documents and records pertaining to the Product and to those areas where the Product and its components are stored, packaged, tested, prepared for shipment, and shipped. Seller will cooperate with audits of its facilities and correct any deficiencies identified in such audits. In addition, Seller will promptly notify Buyer of any non-routine regulatory agency inspections affecting the Product along with the nature of the inspection.
13.3Seller will submit to Buyer such quality control records and reports as are reasonably requested by Buyer at such frequency as is consistent with industry practice.
13.4Seller will retain production samples from each production run for the Shelf Life of the Product, plus [***]. Upon Buyer’s request, Seller shall deliver samples promptly in the event that quality or regulatory issues so require as determined by the Parties in their reasonable discretion.
13.5If either party becomes aware of any incident involving potential contamination of any Product sold hereunder to Buyer or any other non-compliance with Applicable Laws affecting the other Party or relating to this Agreement, the Party will provide telephone notice to the other Party within Twenty-Four (24) hours of Seller’s determination that there is a potential issue with any Product supplied to Buyer, and the Parties will cooperate with each other to identify and remove from sale any Product suspected of contamination.
13.6All books and records maintained or retained pursuant to this Agreement and relating to Seller’s production, storage, and delivery of the Product, including complete and accurate manufacturing, processing, packaging, and quality control records, or otherwise relating to this Agreement will be retained by Seller for a period not less than the shelf life of the Product plus twelve months, or longer if required by Applicable Law. Seller will allow Buyer to access such books and records in accordance with section 13.2 above.
13.7Seller will not disclose Confidential Information in such audits relating to other Buyer materials or ingredients. Seller will promptly notify Buyer within Twenty-Four (24) hours of discovery of information that indicates the presence of bacteriological agents or substances in levels exceeding regulatory requirements or Specifications.
13.8Seller shall perform an annual audit of each of Seller’s facilities where the Product is produced manufactured, stored, packaged, prepared for shipment, and shipped, conducted by a Global Food Safety Initiative certified Third Party, according to the GFSI benchmark certification scheme, and promptly provide a copy thereof to Buyer upon request. Seller shall provide thirty (30) days advance notice to Buyer prior to opening any plant or other facility where Product will be manufactured by or on behalf of Seller to ensure necessary audits are in place prior to start of production.
14.ASSIGNMENT
Neither Party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations to a Third Party without the other Party's prior written approval, such approval not to be unreasonably withheld, conditioned or delayed. Any attempt to do so without such approval is null, void and of no effect. Notwithstanding the foregoing, either Party may assign this Agreement (“Assigning Party”), in whole, without such consent (i) to an Affiliated Company (“Permitted
17
Assignee”) provided that the Permitted Assignee agrees in writing to be bound by the terms of this Agreement or in connection with a change of control of the Assigning Party (whether by merger, sale of voting securities or assets, consolidation, reorganization or otherwise). The Affiliated Companies of Buyer or Seller may exercise any of the rights granted by one Party to the other Party hereunder, provided that in such event, or in the event of any assignment, made by Assigning Party to a Permitted Assignee, the Assigning Party and the Permitted Assignee shall remain jointly and severally liable to the other Party for any obligations owed to the other Party.
15.NOTICES
Except as otherwise provided in this Agreement, all notices, demands, requests, consents, approvals and other communications (herein collectively called “Notices”) required or permitted to be given hereunder, or which are to be given with respect to this Agreement, shall be in the English language and in writing and shall be personally delivered or sent by overnight express courier, postage prepaid, addressed to the Party to be so notified, or transmitted by electronic mail with a copy delivered by overnight express courier, posted prepaid with confirmation of receipt, as follows:
If to Seller:
Bruce Bennett
Head of Commercial Americas Nutrition and Bio-Industries
2211 Innovation Drive
Geneva, IL 60134
USA
With copy to:
Daniel Harper [***]
mailto:
NBI Counsel
2211 Innovation Drive
Geneva, IL 60134 USA
and
Anzor Mikadze
Head of Food Specialties Europe
101 Avenue de la République, 59110
La Madeleine, France
If to Buyer:
Jonathan Nelson
[***]
Chief Operations Officer Beyond Meat, Inc.
888 N. Douglas Street, Suite 100
El Segundo, California, USA 90245
With copy to:
Teri Witteman
[***]
Chief Legal Officer & Corporate Secretary
Beyond Meat, Inc.
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888 N. Douglas St., Suite 100
El Segundo, California, USA 90245
Notice personally delivered shall be deemed received when delivered. Notice delivered by overnight express courier shall be deemed received by the addressee the second Business Day after the deposit thereof. Notice given by electronic mail shall be deemed received by the addressee on the date of actual delivery. Either Party may at any time change the address for notice to such Party by notice given in writing in accordance with the foregoing requirements.
16.APPLICABLE LAW
The construction, validity and performance of this Agreement and of each Order shall be governed by the laws of the State of New York, USA, excluding its conflict of law provisions. The Parties hereby exclude application of the U.N. Convention on Contracts for the International Sale of Goods from this Agreement and any Order or other agreement between them related thereto.
17.GOVERNING LAW; FORUM
This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby (whether in contract, tort, equity, or otherwise) shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to its conflict of laws principles. Any action commenced by either Party to this Agreement shall be brought only in either the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York, and both Parties consent to personal jurisdiction in such courts, which shall have exclusive jurisdiction over any and all disputes arising out of, or in connection with, this Agreement or the performance of obligations under this Agreement. Both Parties waive their right to a jury trial and agree not to demand the same in any litigation or dispute resolution of any kind between them with respect to this Agreement. Nothing in this Agreement or otherwise shall be understood or interpreted as an Agreement by either party to arbitrate any dispute between them.
18.U.S. EXPORT RESTRICTIONS
The Parties acknowledge that the Product and all related technical information, documents and materials may be subject to export controls under the U.S. Export Administration Regulations. Each Party will (i) comply strictly with all legal requirements established under these export controls, (ii) cooperate fully with the other Party in any official or unofficial audit or inspection that relates to these export controls and (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or direct Product thereof to Cuba, Iran, North Korea, Sudan, Syria, the Crimea region or any territory that is embargoed by the U.S. government. Upon notice to the other Party, a Party may modify this list to conform to changes in the applicable U.S. sanctions and export controls.
19.GENERAL
19.1The relationship of the Parties is that of independent contractors dealing at arm's length. Except as otherwise expressly stated in this Agreement, nothing in this Agreement shall constitute the Parties as partners, joint venturers or co-owners, constitute either Party as the agent, employee or representative of the other, or empower either Party to act for, bind or otherwise create or assume any obligation on behalf of the other Party.
19.2The Parties shall do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by this Agreement.
19.3The failure of either Party to enforce any term of or right arising pursuant to this Agreement and/or any Order does not constitute a waiver of such term or right and shall in no way affect that Party's right later to enforce or exercise the term or right.
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19.4The invalidity, illegality, or unenforceability of any term of or right arising pursuant to this Agreement and/or any Order shall not adversely affect the validity, legality, or enforceability of the remaining terms and rights. If any term of this Agreement and/or any Order is found to be invalid, illegal, or unenforceable, then the Parties will work together with one another to replace the invalid, illegal, or unenforceable term with a term consistent with the spirit of the original term that is not invalid, illegal, or unenforceable.
19.5Provisions of this Agreement which either are expressed to survive expiration or termination of this Agreement (including but limited to confidentiality obligations) or from their nature or context it is contemplated that they are to survive such expiration or termination, shall remain in full force and effect notwithstanding such expiration or termination.
19.6Except as otherwise expressly provided in this Agreement and/or any Order or otherwise agreed in writing between the Parties, each Party shall be responsible for its own costs incurred in performing its obligations under this Agreement.
19.7This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior agreements understanding or arrangement between the Parties whether oral or in writing. Notwithstanding the above, all Product shipped by Seller on or after (as reflected in section 2.1) shall be deemed to be within the scope of this Agreement in all respects and shall be credited toward the Annual Base Quantities. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in communications between the Parties prior to the date that this Agreement was executed except as set out in this Agreement.
19.8No amendment, modification or supplement to the terms of this Agreement shall be effective unless and until agreed in writing and executed by duly authorized representatives of Buyer and Seller respectively in like manner to this Agreement. Any Party may waive in writing compliance by any other Party with any of the covenants or conditions contained in this Agreement.
19.9Nothing in this Agreement, express or implied, is intended to or shall confer upon any Third Party any right, benefit or remedy of any nature whatsoever under, or by reason of, this Agreement. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
19.10This Agreement is the joint product of Seller and Buyer and each provision hereof has been subject to the negotiation and mutual agreement of the Parties and the review of their respective legal counsel and advisors. Accordingly, any rule of construction that a document shall be interpreted or construed against the drafting Party shall not be applicable.
19.11This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Facsimile or electronic copies, including PDF copies of signature pages, shall be deemed originals for purposes of the creation of a fully executed, delivered and enforceable contract.
IN WITNESS WHEREOF, Seller and Buyer cause this Agreement to be executed by their duly authorized representative identified below.
Beyond Meat, Inc. Roquette Frères
By:_/S/ Jonathan Nelson_______________ By:_/s/ Simon Waters
Signature Signature
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Print Name:Jonathan Nelson Print Name:Simon Waters
Title:COO Title:CCO
Date: 27-MAR-2026 Date: 28-MAR-2026
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EXHIBIT A
PRODUCT DESCRIPTION, PRICING, AND SPECIFICATIONS
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EXHIBIT A-1 SPECIFICATIONS
EXHIBIT B
REQUIREMENTS FOR RAW MATERIAL SUPPLIERS TO BEYOND MEAT
EXHIBIT 10.2
BEYOND MEAT, INC.
2026 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE PLAN
1.Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize Eligible Persons with long-term equity-based compensation to align their interests with the Company’s stockholders, and (c) to promote the success of the Company’s business.
The Plan permits the grant of Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.
2.Definitions. As used herein, the following definitions will apply:
(a) “Administrator” means the Committee, unless the Board has assumed the authority for administration of the Plan as provided in Section 4.
(b)“Affiliate” means (i) an entity other than a Subsidiary which, together with the Company, is under common control of a third person or entity and (ii) an entity other than a Subsidiary in which the Company and/or one or more Subsidiaries own a controlling interest.
(c)“Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S. federal or state laws, rules and regulations, the rules and regulations of any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws, rules and regulations of any other country or jurisdiction where Awards are, or will be, granted under the Plan or Participants reside or provide services to the Company or any Parent or Subsidiary of the Company, as such laws, rules, and regulations shall be in effect from time to time.
(d)“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares.
(e)“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
(f)“Board” means the Board of Directors of the Company.
(g)“Cause” means, with respect to the termination of a Participant’s status as a Service Provider, except as otherwise defined in an Award Agreement, (i) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate of the Company and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import) or where it only applies upon the occurrence of a change in control and one has not yet taken place): (A) any material breach by Participant of any material written agreement between Participant and the Company; (B) any failure by Participant to comply with the Company’s material written policies or rules as they may be in effect from time to time; (C) neglect or persistent unsatisfactory performance of Participant’s duties; (D) Participant’s repeated failure to follow reasonable and lawful instructions from the Board or
Chief Executive Officer; (E) Participant’s indictment for, conviction of, or plea of guilty or nolo contendre to, any felony or crime that results in, or is reasonably expected to result in, a material adverse effect on the business or reputation of the Company; (F) Participant’s commission of or participation in an act of fraud against the Company; (G) Participant’s intentional material damage to the Company’s business, property or reputation; or (H) Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (ii) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement. For purposes of clarity, a termination without “Cause” does not include any termination that occurs solely as a result of Participant’s death or Disability. The determination as to whether a Participant’s status as a Service Provider for purposes of the Plan has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability (or that of any Parent or Subsidiary or any successor thereto, as appropriate) to terminate a Participant’s employment or consulting relationship at any time, subject to Applicable Laws.
(h) “Change in Control” except as may otherwise be provided in an Award Agreement or other applicable agreement, means the occurrence of any of the following:
(i)The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if the Company’s stockholders immediately prior to such merger, consolidation or reorganization cease to directly or indirectly own immediately after such merger, consolidation or reorganization at least a majority of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or reorganization;
(ii)The consummation of the sale, transfer or other disposition of all or substantially all of the Company’s assets (other than (x) to a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (y) to a corporation or other entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the Common Stock of the Company or (z) to a continuing or surviving entity described in Section 2(h)(i) in connection with a merger, consolidation or reorganization which does not result in a Change in Control under Section 2(h)(i));
(iii)A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or
(iv)The consummation of any transaction as a result of which any Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Section 2(g), the term “Person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude:
(1)a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an affiliate of the Company;
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(2)a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock of the Company;
(3)the Company; and
(4)a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company.
A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions. In addition, if any Person (as defined above) is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered to cause a Change in Control. If required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
(i)“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
(j)“Committee” means the Human Capital Management and Compensation Committee of the Board comprised of two or more Directors, each of whom is intended to qualify as a Non-Employee Director and an Independent Director.
(k)“Common Stock” means the common stock of the Company.
(l)“Company” means Beyond Meat, Inc., a Delaware corporation, or any successor thereto.
(m)“Director” means a member of the Board.
(n)“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.
(o)“Eligible Person” means any prospective Employee who has not previously been an Employee or Director of the Company or a Parent or Subsidiary, or who is commencing employment with the Company or a Parent or Subsidiary following a bona fide period of non-employment by the Company or a Parent or Subsidiary, if he or she is granted an Award in connection with his or her commencement of employment with the Company or a Subsidiary and such grant is an inducement material to his or her entering into employment with the Company or a Parent or Subsidiary (within the meaning of Nasdaq Stock Market Rule IM-5636-1 or any successor rule, if the Company’s securities are traded on the Nasdaq Stock
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Market, and/or the applicable requirements of any other established stock exchange on which the Company’s securities are traded, as applicable, as such rules and requirements may be amended from time to time). The Administrator may in its discretion adopt procedures from time to time to ensure that a prospective Employee is eligible to participate in the Plan prior to the granting of any Awards to such individual under the Plan (including without limitation a requirement that each such prospective Employee certify to the Company prior to the receipt of an Award under the Plan that he or she has not been previously employed by the Company or a Parent or Subsidiary, or if previously employed, has had a bona fide period of non-employment, and that the grant of Awards under the Plan is an inducement material to his or her agreement to enter into employment with the Company or a Parent or Subsidiary).
(p)“Employee” means any person employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.
(q)“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(r)“Exchange Program” means a program under which outstanding Options or Stock Appreciation Rights are amended to provide for a lower exercise price or are surrendered or cancelled in exchange for (i) Awards with a lower exercise price, (ii) a different type of Award or awards under a different equity incentive plan, (iii) cash, or (iv) a combination of (i), (ii) and/or (iii). Notwithstanding the preceding, the term Exchange Program does not include (i) any action described in Section 14 or any action taken in connection with a Change in Control transaction nor (ii) any transfer or other disposition permitted under Section 13. For the purpose of clarity, an Exchange Program may be undertaken (or authorized) by the Administrator in its sole discretion without approval by the Company’s stockholders.
(s)“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i)If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in such source as the Administrator deems reliable;
(ii)If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in such source as the Administrator deems reliable; or
(iii)In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator in compliance with Applicable Laws.
(t)“Independent Contractor” means any person, including an advisor, consultant or agent, engaged by the Company or a Parent or Subsidiary to render services to such entity or who renders, or has rendered, services to the Company, or any Parent, Subsidiary or affiliate and is compensated for such services.
(u)“Independent Director” means a Director of the Company who is not an Employee and who qualifies as “independent” within the meaning of Nasdaq Stock Market Rule 5605(a)(2), or any successor rule, if the Company’s securities are traded on the Nasdaq Stock Market, and/or the applicable requirements of any other established stock
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exchange on which the Company’s securities are traded, as applicable, as such rules and requirements may be amended from time to time.
(v)“Inside Director” means a Director who is an Employee.
(w)“Non-Employee Director” means a “non-employee director” within the meaning of Rule 16b-3.
(x)“Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
(y)“Option” means a stock option granted pursuant to the Plan. All Options granted under the Plan shall be Nonstatutory Stock Options.
(z)“Overall Share Limit” means 10,000,000 Shares.
(aa)“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.
(ab)“Participant” means the holder of an outstanding Award.
(ac)“Performance Goal” means a formula or standard determined by the Administrator with respect to each Performance Period based on one or more of criteria and any adjustment(s) thereto established by the Administrator, which may include, but are not limited to, the following: (1) sales or non-sales revenue; (2) return on revenues; (3) operating income; (4) income or earnings including operating income; (5) income or earnings before or after taxes, interest, depreciation and/or amortization; (6) income or earnings from continuing operations; (7) net income; (8) pre-tax income or after-tax income; (9) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (10) raising of financing or fundraising; (11) project financing; (12) revenue backlog; (13) gross margin; (14) operating margin or profit margin; (15) capital expenditures, cost targets, reductions and savings and expense management; (16) return on assets (gross or net), return on investment, return on capital, or return on stockholder equity; (17) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (18) performance warranty and/or guarantee claims; (19) stock price or total stockholder return; (20) earnings or book value per share (basic or diluted); (21) economic value created; (22) pre-tax profit or after-tax profit; (23) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, completion of strategic agreements such as licenses, joint ventures, acquisitions, and the like, geographic business expansion, objective customer satisfaction or information technology goals, intellectual property asset metrics; (24) objective goals relating to divestitures, joint ventures, mergers, acquisitions and similar transactions; (25) objective goals relating to staff management, results from staff attitude and/or opinion surveys, staff satisfaction scores, staff safety, staff accident and/or injury rates, compliance, headcount, performance management, completion of critical staff training initiatives; (26) objective goals relating to projects, including project completion, timing and/or achievement of milestones, project budget, technical progress against work plans; and (27) enterprise resource planning. Awards issued to Participants may take into account other criteria (including subjective criteria). Performance Goals may differ from Participant to
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Participant, Performance Period to Performance Period and from Award to Award. Any criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited to, any increase (or decrease) over the passage of time and/or any measurement against other companies or financial or business or stock index metrics particular to the Company), (iii) on a per share and/or share per capita basis, (iv) against the performance of the Company as a whole or against any affiliate(s), or a particular segment(s), a business unit(s) or a product(s) of the Company or individual project company, (v) on a pre-tax or after-tax basis, and/or (vi) using an actual foreign exchange rate or on a foreign exchange neutral basis.
(ad)“Performance Period” means the time period during which the Performance Goals or other vesting provisions must be satisfied for Performance Shares or Performance Units.
(ae)“Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of Performance Goals or other vesting criteria as the Administrator may determine pursuant to Section 10.
(af)“Performance Unit” means an Award which may be earned in whole or in part upon attainment of Performance Goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10.
(ag)“Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.
(ah)“Plan” means this 2026 Employment Inducement Equity Incentive Plan.
(ai)“Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan.
(aj)“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
(ak)“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.
(al)“Section 16(b)” means Section 16(b) of the Exchange Act.
(am)“Service Provider” means an Employee, Director or Independent Contractor.
(an)“Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.
(ao)“Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is designated as a Stock Appreciation Right.
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(ap)“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.
(aq)“Tax-Related Items” means income tax, social insurance or other social contributions, national insurance, social security, payroll tax, fringe benefits tax, payment on account or other tax-related items.
3.Stock Subject to the Plan.
(a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is equal to the Overall Share Limit. The Shares may be authorized, but unissued, Common Stock or treasury Shares.
(b)Lapsed Awards. To the extent an Award should expire or be forfeited or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Exchange Program, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a Participant ceasing to be a Service Provider) shall again be available for future grant under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.
4.Administration of the Plan.
(a)Administration. The Plan will be administered by the Committee. The Board may abolish the Committee or re-vest in itself any previously delegated authority at any time; provided, however, that any action taken by the Board in connection with the administration of the Plan shall not be deemed approved by the Board unless such actions are approved by a majority of the Independent Directors.
(b)Powers of the Administrator. Subject to the provisions of the Plan, the Administrator will have the authority, in its discretion:
(i)to determine the Fair Market Value in accordance with Section 2(c);
(ii)to select the Eligible Persons to whom Awards may be granted hereunder;
(iii)to determine the number of Shares to be covered by each Award granted hereunder;
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(iv)to approve forms of Award Agreements for use under the Plan;
(v)to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder; such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;
(vi)to institute and determine the terms and conditions of an Exchange Program; for the avoidance of doubt, the Administrator may, without the approval of the stockholders of the Company, institute and determine the terms and conditions of an Exchange Program;
(vii)to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(viii)to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations established for the purpose of satisfying applicable non-U.S. laws, for qualifying for favorable tax treatment under applicable non-U.S. laws or facilitating compliance with non-U.S. laws (sub-plans may be created for any of these purposes);
(ix)to modify or amend each Award (subject to Section 21 of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards, to accelerate vesting and to extend the maximum term of an Option;
(x)to allow Participants to satisfy tax withholding obligations in such manner as prescribed in Section 15 of the Plan;
(xi)to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(xii)to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award;
(xiii)to make all other determinations deemed necessary or advisable for administering the Plan; and
(xiv)to adopt procedures from time to time intended to ensure that an individual is an Eligible Individual prior to the granting of any Awards to such individual under the Plan (including without limitation a requirement, if any, that each such individual certify to the Company prior to the receipt of an Award under the Plan that he or she has not been previously employed by the Company or Parent or a Subsidiary, or if previously employed, has had a bona fide period of non-employment, and that the grant of Awards under the Plan is an inducement material to his or her agreement to enter into employment with the Company or a Subsidiary).
(c)Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.
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5.Award Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Eligible Persons.
6.Stock Options.
(a)Limitations. All Options granted under the Plan shall be Nonstatutory Stock Options. With respect to the Administrator’s authority in Section 4(b)(ix), if, at the time of any such extension, the exercise price per Share of the Option is less than the Fair Market Value of a Share, the extension shall, unless otherwise determined by the Administrator, be limited to the earlier of (1) the maximum term of the Option as set by its original terms, or (2) ten (10) years from the grant date. Unless otherwise determined by the Administrator, any extension of the term of an Option pursuant to this Section and Section 4(b)(ix) shall comply with Code Section 409A to the extent necessary to avoid taxation thereunder.
(b)Term of Option. The term of each Option will be stated in the Award Agreement.
(c)Option Exercise Price and Consideration.
(i)Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator. The per Share exercise price of an Option will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.
(ii)Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.
(iii)Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. Such consideration for Options may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment.
(d)Exercise of Option.
(i)Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.
An Option will be deemed exercised when the Company receives: (i) a notice of exercise (in such form as the Administrator may specify from time to time) from the
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person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with full payment of any applicable taxes or other amounts required to be withheld or deducted with respect to the Option). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.
(ii)Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death, Disability or Cause, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(iii)Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(iv)Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if on the date of termination the
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Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(v)Termination for Cause. If a Participant ceases to be a Service Provider as a result of being terminated for Cause, any outstanding Option (including any vested portion thereof) held by such Participant shall immediately terminate in its entirety upon the Participant being first notified of his or her termination for Cause and the Participant will be prohibited from exercising his or her Option from and after the date of such termination. All the Participant’s rights under any Option, including the right to exercise the Option, may be suspended pending an investigation of whether Participant will be terminated for Cause.
7.Restricted Stock.
(a)Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Eligible Persons in such amounts as the Administrator, in its sole discretion, will determine.
(b)Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.
(c)Transferability. Except as provided in this Section 7 or the Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.
(d)Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.
(e)Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.
(f)Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.
(g)Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions, including, without limitation, restrictions on transferability and forfeitability, as the Shares of Restricted Stock with respect to which they were paid.
(h)Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will be cancelled and returned as unissued shares to the Company and again will become available for grant under the Plan.
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8.Restricted Stock Units.
(a)Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions (if any) related to the grant, including the number of Restricted Stock Units.
(b)Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis (including the passage of time) determined by the Administrator in its discretion.
(c)Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
(d)Dividend Equivalents. The Administrator may, in its sole discretion, award dividend equivalents in connection with the grant of Restricted Stock Units that may be settled in cash, in Shares of equivalent value, or in some combination thereof.
(e)Form and Timing of Payment. Payment of earned Restricted Stock Units will be made upon the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.
(f)Cancellation. On the date set forth in the Award Agreement, all Shares underlying any unvested, unlapsed unearned Restricted Stock Units will be forfeited to the Company for future issuance.
9.Stock Appreciation Rights.
(a)Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Eligible Persons at any time and from time to time as will be determined by the Administrator, in its sole discretion.
(b)Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Eligible Person.
(c)Exercise Price and Other Terms. The per share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.
(d)Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
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(e)Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(b) relating to the maximum term and Section 6(d) relating to exercise also will apply to Stock Appreciation Rights.
(f)Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:
(i)The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times
(ii)The number of Shares with respect to which the Stock Appreciation Right is exercised.
At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
10.Performance Units and Performance Shares.
(a)Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Eligible Persons at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.
(b)Value of Performance Units/Shares. Each Performance Unit will have an initial value or represent the right to receive a number of Shares as established by the Administrator on or before the date of grant (which may be expressed as a dollar value, percentage of the Company’s Shares on any date or a number of Shares). Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.
(c)Performance Goals and Other Terms. The Administrator will set Performance Goals or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Without limiting the foregoing, the Administrator shall adjust any Performance Goals or other feature of an Award that relates to or is wholly or partially based on the number of, or the value of, any stock of the Company, to reflect any stock dividend or split, repurchase, recapitalization, combination, or exchange of shares or other similar changes in such stock.
(d)Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any Performance Goals or other vesting provisions for such Performance Unit/Share.
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(e)Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made upon the time set forth in the applicable Award Agreement. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares or in a combination thereof.
(f)Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan.
11.Actions Required Upon Grant of Award. Following the issuance of any Award under the Plan, the Company shall, in accordance with the listing requirements of the applicable securities exchange, (a) promptly issue a press release disclosing the material terms of the grant, including the recipient(s) of the grant and the number of shares involved (and if the disclosure relates to an award to only one person, or to executive officers, or the award was individually negotiated, then the disclosure must include the identity of the recipient), and (b) notify the applicable securities exchange of such grant no later than the earlier to occur of (i) five calendar days after entering into the agreement to issue the Award or (ii) the date of the public announcement of the Award.
12.Leaves of Absence/Transfer Between Locations. The Administrator shall have the discretion to determine at any time whether and to what extent the vesting of Awards shall be suspended during any leave of absence; provided, however, that in the absence of such determination, vesting of Awards shall continue during any paid leave and shall be suspended during any unpaid leave (unless otherwise required by Applicable Laws). A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Participant’s employer or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary.
13.Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.
14.Adjustments; Dissolution or Liquidation; Merger or Change in Control.
(a)Adjustments. In the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend) or reclassification of the Shares, subdivision of the Shares, a rights offering, a reorganization, merger, spin-off, split-up, repurchase, or exchange of Common Stock or other securities of the Company or other significant corporate transaction, or other change affecting the Common Stock occurs, the Administrator, in order to prevent dilution, diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number, kind and class of securities that may be delivered under the Plan (including but not limited to adjustments of the limitations in Section 3) and/or the number, class, kind and price of securities covered by each outstanding Award and the terms and conditions of any outstanding Award (including without limitation, any applicable performance targets or criteria with respect thereto). Notwithstanding the forgoing, all adjustments under this Section 14 shall be made in a manner that does not result in taxation under Code Section 409A.
(b)Dissolution or Liquidation. In the event of the proposed winding up, dissolution or liquidation of the Company, the Administrator will notify each Participant as
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soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised or settled, an Award will terminate immediately prior to the consummation of such proposed action.
(c)Corporate Transaction. In the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock (a “Corporate Transaction”), each outstanding Award (vested or unvested) will be treated as the Administrator determines, which determination may be made without the consent of any Participant and need not treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent of any Participant, may provide (without limitation) for one or more of the following in the event of a Corporate Transaction: (A) the continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of such outstanding Awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its parent of new options or other equity awards for such Awards; (D) the cancellation of such Awards in exchange for a payment to the Participants equal to the excess of (1) the Fair Market Value of the Shares subject to such Awards as of the closing date of such Corporate Transaction over (2) the exercise price or purchase price paid or to be paid (if any) for the Shares subject to the Awards; provided further, that at the discretion of the Administrator, such payment may be subject to the same conditions that apply to the consideration that will be paid to holders of Shares in connection with the transaction; provided, however, that any payout in connection with a terminated award shall comply with Section 409A of the Code to the extent necessary to avoid taxation thereunder; or (c) the opportunity for Participants to exercise the Options prior to the occurrence of the Corporate Transaction and the termination (for no consideration) upon the consummation of such Corporate Transaction of any Options not exercised prior thereto.
(d)Change in Control. An Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Award Agreement for such Award between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.
15.Tax.
(a)Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or prior to any time the Award or Shares are subject to taxation or other Tax-Related Items, the Company and/or the Participant’s employer will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax-Related Items or other items that are required to be withheld or deducted or otherwise applicable with respect to such Award.
(b)Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such withholding or deduction obligations or any other Tax-Related Items, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares, (c) delivering to the Company already-owned Shares, or (d) if there is a public market for Shares at the time the Tax-Related Items are satisfied, unless the Company otherwise determines, (i) delivery by the Participant to the Company (or through a mandatory sale arranged by the Company (on Participant’s behalf)) (including electronically or telephonically to the extent permitted by the Company) of an
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irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (ii) delivery by the Participant to the Company (or through a mandatory sale arranged by the Company (on Participant’s behalf)) (including electronically or telephonically to the extent permitted by the Company) of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator; provided that, the Shares withheld or delivered pursuant to clauses (b) and (c) of the immediately preceding sentence must be limited to the number of Shares which have a fair market value on the date of withholding or delivery no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or as otherwise necessary to avoid the liability classification of the applicable award under applicable accounting guidance); provided, further, to the extent such Shares were acquired by Participant from the Company as compensation, the Shares must have been previously held for the minimum duration required to avoid financial accounting charges under applicable accounting guidance; provided, further, that, any such Shares delivered or retained shall be rounded up to the nearest whole Share to the extent rounding up to the nearest whole Share does not result in the liability classification of the applicable Award under applicable accounting guidance. Except as otherwise determined by the Administrator, the fair market value of the Shares to be withheld or delivered will be determined as of the date that the amounts are required to be withheld or deducted.
(c)Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A (or an exemption therefrom) and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A (or an exemption therefrom), such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company be responsible for or reimburse a Participant for any taxes or other penalties incurred as a result of applicable of Code Section 409A.
16.No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company or any Subsidiary or Affiliate, nor will they interfere in any way with the Participant’s right or the Company’s or any Subsidiary or Affiliate’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
17.Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.
18.Corporate Records Control. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will
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control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.
19.Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of an event constituting Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.
20.Effective Date. This Plan will be effective on the day the Board adopts the Plan, and shall remain in effect until terminated by the Administrator
21.Amendment and Termination of the Plan; Stockholder Approval Not Required.
(a)Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.
(b)Stockholder Approval Not Required. It is expressly intended that approval of the Company’s stockholders not be required as a condition of the effectiveness of the Plan, and the Plan’s provisions shall be interpreted in a manner consistent with such intent for all purposes. Specifically, Nasdaq Stock Market Rule 5635(c) generally requires stockholder approval for stock option plans or other equity compensation arrangements adopted by companies whose securities are listed on the Nasdaq Stock Market pursuant to which stock awards or stock may be acquired by officers, directors, employees or consultants of such companies. Nasdaq Stock Market Rule 5635(c)(4) provides an exemption in certain circumstances for “employment inducement” awards (within the meaning of Nasdaq Stock Market Rule 5635(c)(4)). Notwithstanding anything to the contrary herein, if the Company’s securities are traded on the Nasdaq Stock Market, then Awards under the Plan may only be made to Employees who have not previously been an Employee or Director of the Company or a Subsidiary, or following a bona fide period of non-employment by the Company or a Subsidiary, in each case as an inducement material to the Employee’s entering into employment with the Company or a Subsidiary. Awards under the Plan will be approved by (i) the Company’s Human Capital Management and Compensation Committee comprised entirely of Independent Directors or (b) a majority of the Company’s Independent Directors. Accordingly, pursuant to Nasdaq Stock Market Rule 5635(c)(4), the issuance of Awards and the shares of Stock issuable upon exercise or vesting of such Awards pursuant to the Plan are not subject to the approval of the Company’s stockholders.
(c)Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
22.Conditions Upon Issuance of Shares.
(a)Legal Compliance. Shares will not be issued pursuant to the exercise or vesting (as applicable) of an Award unless the exercise or vesting of such Award and
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the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.
(b)Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
23.Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.
24.Governing Law. The Plan and all Awards hereunder shall be construed in accordance with and governed by the laws of the State of California, but without regard to its conflict of law provisions.
25.Fractional Shares. No fractional Shares shall be issued under or pursuant to the Plan or any Award and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.
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EXHIBIT 10.3
BEYOND MEAT, INC.
2026 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Unless otherwise defined herein, the terms defined in the Beyond Meat, Inc. 2026 Employment Inducement Equity Incentive Plan (as amended and restated from time to time, the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
I.NOTICE OF RESTRICTED STOCK UNIT GRANT
Participant Name: | /$ParticipantName$/ | ||||
You have been granted the right to receive an Award of Restricted Stock Units (the “Award”) by Beyond Meat, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:
Grant Number: | /$GrantID$/ | ||||
Date of Grant: | /$GrantDate$/ | ||||
Vesting Commencement Date: | |||||
Number of Restricted Stock Units: | |||||
Vesting Schedule:
Subject to Section 3 of the Award Agreement, the Restricted Stock Units will vest in accordance with the following schedule:
If Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any Shares hereunder will terminate in accordance with Section 3 of the Award Agreement.
By no later than the date that is one month prior to the first vest date applicable to the Restricted Stock Units subject to this Award Agreement, Participant must acknowledge and accept the terms and conditions of this Award electronically via the on-line or electronic system
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established and maintained by the Company or a third party designated by the Company and take any other action required by the Administrator related to the acceptance of this Award (including, if applicable, establishing any required brokerage account), provided, if Participant is based in a country that requires Participant to acknowledge and accept the terms and conditions of this Award in writing, Participant must, by no later than the date that is one month prior to the first vest date applicable to the Restricted Stock Units subject to this Award Agreement, acknowledge and accept the terms and conditions of this Award by signing below and returning a hard copy of the executed Award Agreement to the Company.
If Participant does not acknowledge and accept the terms and conditions of this Award by the date that is one month prior to the first vest date applicable to the Restricted Stock Units subject to this Award Agreement or Participant does not take any other action required by the Administrator related to the acceptance of this Award (including, if applicable, establishing any required brokerage account), this Award and the Restricted Stock Units subject to this Award will be automatically forfeited immediately following such date.
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By Participant accepting this Award, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant (including any country-specific addendum thereto), attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator on any questions relating to the Plan and Award Agreement.
BEYOND MEAT, INC.
[Insert digital signature]
If Participant is based in a country that requires Participant to acknowledge and accept the terms and conditions of this Award in writing, Participant must acknowledge and accept the terms and conditions of this Award by signing below and returning a hard copy of the executed Award Agreement to the Company.
PARTICIPANT:
___________________________
Signature
___________________________
Print Name
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Exhibit A
TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT
1.Grant. The Company hereby grants to the individual (the “Participant”) named in the Notice of Grant attached as Part I of this Award Agreement (the “Notice of Grant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 21 of the Plan, if there is a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. The Restricted Stock Units are intended to constitute an “employment inducement” award under Nasdaq Stock Market (“Nasdaq”) Rule 5635(c)(4), and consequently are intended to be exempt from the Nasdaq rules regarding stockholder approval of stock option plans or other equity compensation arrangements. This Agreement and the terms and conditions of the Restricted Stock Units shall be interpreted in accordance with and consistent with such exemption.
2.Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive one Share. Unless and until the Restricted Stock Units have vested in the manner set forth in Section 3, Participant will have no right to receive Shares pursuant to any of the Restricted Stock Units. Prior to actual settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company. Any Restricted Stock Units that vest in accordance with Section 3 will be settled by delivery of whole Shares as set forth herein to Participant (or in the event of Participant’s death, as set forth in Section 6), subject to Participant satisfying any Tax-Related Items as set forth in Section 7. Subject to the provisions of Section 4, such vested Restricted Stock Units will be settled by delivery of whole Shares as soon as practicable after vesting, but in all events within the period ending no later than the date that is two and one-half (2½) months from the end of the Company’s tax year that includes the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year in which Shares will be issued upon settlement of any Restricted Stock Units under this Award Agreement.
3.Vesting Schedule. The Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. Unless otherwise determined by the Administrator, Service Provider status for purposes of this Award will end on the day that Participant is no longer actively providing services as an Employee, Director, or Independent Contractor and will not be extended by any notice period or “garden leave” that may be required contractually or under Applicable Laws. Notwithstanding the foregoing, the Administrator (or any delegate) shall have the sole and absolute discretion to determine when Participant is no longer a Service Provider for purposes of the Plan.
4.Potential Section 409A Delay. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Code Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Code Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Code Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the
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date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be settled in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Code Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Code Section 409A” means Section 409A of the Code, and any final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time.
5.Forfeiture. Except as otherwise determined by the Administrator, any Restricted Stock Units that have not vested (after giving effect to any accelerated vesting) will be forfeited and will return to the Plan on the date that immediately following the date on which such Restricted Stock Units are no longer eligible to vest hereunder.
6.Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, if so allowed by the Administrator in its sole discretion, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any Applicable Laws or regulations pertaining to said transfer.
7.Withholding of Taxes. Regardless of any action the Company or Participant’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or the Shares (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed any amount actually withheld by the Company or the Employer. Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant or vesting of the Restricted Stock Units, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable
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event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares.
As a condition to the grant and vesting of the Restricted Stock Units and as set forth in Section 15 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) by receipt of a cash payment from Participant; (ii) by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares acquired upon payment of the vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (v) by any other arrangement approved by the Committee. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by the Company withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations. Any Shares withheld pursuant to this Section 7 shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or any Parent, Subsidiary, or Employer any Tax-Related Items that cannot be satisfied by the foregoing methods.
8.Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until such Shares will have been issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). After such issuance, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares, but prior to such issuance, Participant will not have any rights to dividends and/or distributions on such Shares.
9.No Guarantee of Continued Service or Grants. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF SHALL OCCUR ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE EMPLOYER OR CONTRACTING ENTITY (AS APPLICABLE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE EMPLOYER OR THE COMPANY (OR ANY PARENT OR SUBSIDIARY) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE
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PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, SUBJECT TO APPLICABLE LAWS.
Participant also acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future awards of Restricted Stock Units, if any, will be at the sole discretion of the Company; (d) Participant’s participation in the Plan is voluntary; (e) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of Participant’s employment contract, if any; (f) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; (g) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer, subject to Applicable Laws.
10.Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care of its Secretary at Beyond Meat, Inc., 888 N. Douglas Street, Suite 100, El Segundo, California 90245, or at such other address as the Company may hereafter designate in writing.
11.Grant is Not Transferable. Except to the limited extent provided in Section 6 or otherwise pursuant to the laws of descent and distribution, this grant and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of Applicable Laws or otherwise) and may not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.
12.Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
13.Additional Conditions to Issuance of Stock and Imposition of Other Requirements. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or compliance of the Shares upon or with any securities exchange or under any Applicable Laws, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of any Shares will violate any state, federal or foreign securities or exchange laws or other Applicable Laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any Applicable Laws or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange. The Company shall not be
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obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any Applicable Laws.
Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with any Applicable Laws or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the Applicable Laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement). Participant also understands and agrees that if he works, resides, moves to, or otherwise is or becomes subject to Applicable Laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to him as from the date of grant, unless otherwise determined by the Company in its sole discretion.
14.Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. If there is a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.
15.Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination regarding whether any Restricted Stock Units have vested). All actions taken, and all interpretations and determinations made, by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.
16.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to Participant’s current or future participation in the Plan, this Award, the Shares subject to this Award, any other securities of the Company or any other Company-related documents, by electronic means. By accepting this Award, whether electronically or otherwise, Participant hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) agrees to participate in the Plan and/or receive any such documents through an online or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.
17.Translation. If Participant has received this Award Agreement, including appendices, or any other document related to the Plan translated into a language other than English, and the meaning of the translated version is different than the English version, the English version will control.
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18.Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
19.Agreement Severable. If any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.
20.Modifications to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by Participant and a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection to this Award of Restricted Stock Units.
21.Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s Personal Data (as described below) by and among, as applicable, the Company, any Parent, Subsidiary, or Affiliate, or third parties as may be selected by the Company for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that refusal or withdrawal of consent will affect Participant’s ability to participate in the Plan; without providing consent, Participant will not be able to participate in the Plan or realize benefits (if any) from the Restricted Stock Units.
Participant understands that the Company and any Parent, Subsidiary, Affiliate, or designated third parties may hold personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Parent, Subsidiary, or Affiliate, details of all Restricted Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Personal Data”). Participant understands that Personal Data may be transferred to any Parent, Subsidiary, Affiliate, or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, Participant’s country (if different than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the Affiliate or entity that is Participant’s employer and its payroll provider.
Participant should also refer to any data privacy policy implemented by the Company (which will be available to Participant separately and may be updated from time to time) for more information regarding the collection, use, storage, and transfer of Participant’s Personal Data.
22.Foreign Exchange Fluctuations and Restrictions. Participant understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease. Participant also understands that neither the Company, nor any affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any affiliate in its sole discretion of an
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applicable foreign currency exchange rate that may affect the value of the Restricted Stock Units or Shares received (or the calculation of income or Tax-Related Items thereunder). Participant understands and agrees that any cross-border remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Participant to provide such entity with certain information regarding the transaction.
23.Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.
24.Governing Law and Venue. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of Los Angeles County, California, or the federal courts for the United States for the Central District of California, and no other courts.
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Country-Specific Addendum
This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who are working or residing in the countries listed below, if any, and that may be material to Participant’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if Participant moves to or otherwise is or becomes subject to the Applicable Laws or company policies of any country listed below. However, because foreign exchange regulations and other local laws are subject to frequent change, Participant is advised to seek advice from his or her own personal legal and tax advisor prior to accepting the Restricted Stock Units or holding or selling Shares acquired under the Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s acceptance of the Restricted Stock Units or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan, the Notice of Restricted Stock Unit Grant and the Award Agreement. This Addendum forms part of the Award Agreement and should be read in conjunction with the Award Agreement and the Plan.
Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Award Agreement (of which this Addendum is a part), the Notice of Restricted Stock Unit Grant, the Plan, and any other communications or materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in your jurisdiction.
EXHIBIT 10.4
BEYOND MEAT, INC.
2026 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
Unless otherwise defined herein, the terms defined in the Beyond Meat, Inc. 2026 Employment Inducement Equity Incentive Plan (as amended and restated from time to time, the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
I.NOTICE OF STOCK OPTION GRANT
Participant Name:
You have been granted an Option to purchase Common Stock of Beyond Meat, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:
Grant Number | ||||||||
Date of Grant | ||||||||
Vesting Commencement Date | ||||||||
Exercise Price per Share | USD $ | |||||||
Total Number of Shares | ||||||||
Total Exercise Price | USD $ | |||||||
Type of Option: | Nonstatutory Stock Option | |||||||
Term/Expiration Date: | ||||||||
Vesting Schedule: | ||||||||
Subject to Section 2 of the Award Agreement, this Option may be exercised, in whole or in part, in accordance with the following schedule:
Termination Period:
This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death, Disability or Cause. If Participant’s relationship as a Service Provider is terminated as a result of the Service Provider’s death or Disability, this Option will be exercisable for twelve (12) months after Participant ceases to be a Service Provider. If Participant’s relationship as a Service Provider is terminated for Cause, this Option (including any vested portion thereof) shall immediately terminate in its entirety upon the Participant’s being first notified such termination for Cause and Participant will be prohibited from exercising this Option from and after the date of such termination. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14 of the Plan.
By no later than the date that is one month prior to the first vest date applicable to the Option subject to this Award Agreement, Participant must acknowledge and accept the terms and conditions of this Award electronically via the on-line or electronic system established and maintained by the Company or a third party designated by the Company and take any other action required by the Administrator related to the acceptance of this Award (including, if applicable, establishing any required brokerage account), provided, if Participant is based in a country that requires Participant to acknowledge and accept the terms and conditions of this Award in writing, Participant must, by no later than the date that is one month prior to the first vest date applicable to the Option subject to this Award Agreement, acknowledge and accept the terms and conditions of this Award by signing below and returning a hard copy of the executed Award Agreement to the Company.
If Participant does not acknowledge and accept the terms and conditions of this Award by the date that is one month prior to the first vest date applicable to the Option subject to this Award Agreement or Participant does not take any other action required by the Administrator related to the acceptance of this Award (including, if applicable, establishing any required brokerage account), this Award and the Option subject to this Award will be automatically forfeited immediately following such date.
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By Participant’s signature and the signature of the Company’s representative below, or by Participant otherwise accepting or exercising this Option, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant (including any country- specific addendum thereto), attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator on any questions relating to the Plan and Award Agreement.
BEYOND MEAT, INC.
[Insert digital signature]
If Participant is based in a country that requires Participant to acknowledge and accept the terms and conditions of this Award in writing, Participant must acknowledge and accept the terms and conditions of this Award by signing below and returning a hard copy of the executed Award Agreement to the Company.
PARTICIPANT:
___________________________
Signature
___________________________
Print Name
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EXHIBIT A
TERMS AND CONDITIONS OF STOCK OPTION GRANT
1.Grant of Option. The Company hereby grants to the Participant named in the Notice of Stock Option Grant attached as Part I of this Award Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), subject to all of the terms and conditions set forth in the Notice of Stock Option Grant and in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 21 of the Plan, if there is a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. This Option is intended to constitute an “employment inducement” award under Nasdaq Stock Market (“Nasdaq”) Rule 5635(c)(4), and consequently is intended to be exempt from the Nasdaq rules regarding stockholder approval of stock option plans or other equity compensation arrangements. This Award Agreement and the terms and conditions of the Option shall be interpreted in accordance with and consistent with such exemption.
2.Vesting Schedule. Except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Stock Option Grant. Options scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. Unless otherwise determined by the Administrator, Service Provider status for purposes of this Award will end on the day that Participant is no longer actively providing services as an Employee, Director, or Independent Contractor and will not be extended by any notice period or “garden leave” that may be required contractually or under any Applicable Laws. Notwithstanding the foregoing, the Administrator (or any delegate) shall have the sole and absolute discretion to determine when Participant is no longer a Service Provider for purposes of the Plan.
3.Exercise of Option.
(a)Right to Exercise. This Option may be exercised only within the term set forth in the Notice of Stock Option Grant and may be exercised during such term only in accordance with the Plan and the terms of this Award Agreement.
(b)Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”),
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and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any Tax-Related Items (as defined below) required to be withheld, paid or provided pursuant to any Applicable Laws. This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and any other requirements or restrictions that may be imposed by the Company to comply with Applicable Laws or facilitate administration of the Plan. Notwithstanding the above, Participant understands that the Applicable Laws of the country in which Participant is residing or working at the time of grant, vesting, and/or exercise of this Option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this Option, and neither the Company nor any Parent or Subsidiary assumes any liability in relation to this Option in such case.
4.Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant unless otherwise specified by the Company in its sole discretion:
(a)cash (U.S. dollars); or
(b)check (denominated in U.S. dollars); or
(c)consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or
(d)if Participant is subject to Section 16 of the Exchange Act, Participant may direct the Company to withhold Shares to be issued upon exercise of the Option to pay the aggregate Exercise Price and any such disposition of Shares to the Company shall be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).
Participant understands and agrees that, unless otherwise permitted by the Company, any cross-border remittance made to exercise this Option or transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Participant to provide such entity with certain information regarding the transaction.
5.Tax Obligations.
(a)Withholding Taxes. Regardless of any action the Company or Participant’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the
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grant, vesting, or exercise of this Option, the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with this Option or the Shares (“Tax- Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed any amount actually withheld by the Company or the Employer. Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to this Option or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or exercise of this Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting, or exercise of the Option, the subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax- Related Items in more than one jurisdiction.
(b)Satisfaction of Tax-Related Items. As a condition to the grant, vesting and exercise of this Option and as set forth in Section 15 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. No payment will be made to Participant (or his or her estate or beneficiary) related to an Option, and no Shares will be issued pursuant to an Option, unless and until satisfactory arrangements (as determined by the Company) have been made by Participant with respect to the payment of any Tax-Related Items obligations of the Company and/or any Parent, Subsidiary, or Employer with respect to the grant, vesting or exercise of the Option. In this regard, Participant authorizes the Company and/or any Parent, Subsidiary, or Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i)withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; or
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(ii)withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or
(iii)withholding in Shares to be issued upon exercise of the Option.
Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, Participant may direct the Company to withhold Shares to be issued upon exercise of the Option to satisfy Participant’s obligations with regard to all Tax-Related Items and any such disposition of Shares to the Company shall be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).
If the obligation for Tax-Related Items is satisfied by withholding Shares, the Participant is deemed to have been issued the full number of Shares purchased for tax purposes, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax- Related Items due as a result of the Participant’s participation in the Plan. Participant shall pay to the Company or a Parent, Subsidiary, or Employer any amount of Tax-Related Items that the Company may be required to withhold, pay or otherwise provide for as a result of Participant’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 5. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
(c)Code Section 409A (Applicable Only to Participants Subject to U.S. Taxes). Under Code Section 409A, an option that is granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “Discount Option”) may be considered “deferred compensation.” A Discount Option may result in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The Discount Option may also result in additional state income, penalty and interest charges to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant will be solely responsible for Participant’s costs related to such a determination.
6.Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares unless and until such Shares will have been issued (as evidenced by the appropriate entry
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on the books of the Company or of a duly authorized transfer agent of the Company). After such issuance, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares, but prior to such issuance, Participant will not have any rights to dividends and/or distributions on such Shares.
7.No Guarantee of Continued Service or Grants. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF SHALL OCCUR ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE EMPLOYER OR CONTRACTING ENTITY (AS APPLICABLE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER.PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE EMPLOYER OR THE COMPANY, PARENT, OR SUBSIDIARY TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE (SUBJECT TO APPLICABLE LOCAL LAWS).
8.Nature of Grant. In accepting the Option, Participant acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(b)the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options even if Options have been granted repeatedly in the past;
(c)all decisions with respect to future awards of Options, if any, will be at the sole discretion of the Company;
(d)Participant’s participation in the Plan is voluntary;
(e)the Option and the Shares subject to the Option are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of Participant’s employment contract, if any;
(f)the Option and the Shares subject to the Option are not intended to replace any pension rights or compensation;
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(g)the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer, subject to Applicable Laws;
(h)the future value of the underlying Shares is unknown and cannot be predicted with certainty; further, if Participant exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price;
(i)Participant also understands that neither the Company nor any affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Option (or the calculation of income or Tax-Related Items thereunder);
(j)in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from termination of employment by the Employer (for any reason whatsoever and whether or not in breach of Applicable Laws, including, without limitation, applicable local labor laws), and Participant irrevocably releases the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(k)the Option and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.
9.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.
10.Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s Personal Data (as described below) by and among, as applicable, the Company, any Parent, Subsidiary, or Affiliate, or third parties as may be selected by the Company for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that refusal or withdrawal of consent will affect Participant’s ability to participate
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in the Plan; without providing consent, Participant will not be able to participate in the Plan or realize benefits (if any) from the Option.
Participant understands that the Company and any Parent, Subsidiary, Affiliate, or designated third parties may hold personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Parent, Subsidiary, or Affiliate, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Personal Data”). Participant understands that Personal Data may be transferred to any Parent, Subsidiary, Affiliate, or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, Participant’s country (if different than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the Affiliate or entity that is Participant’s employer and its payroll provider.
Participant should also refer to any data privacy policy implemented by the Company (which will be available to Participant separately and may be updated from time to time) for more information regarding the collection, use, storage, and transfer of Participant’s Personal Data.
11.Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care of its Secretary at Beyond Meat, Inc., 888 N. Douglas Street, Suite 100, El Segundo, California 90245, or at such other address as the Company may hereafter designate in writing.
12.Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.
13.Binding Agreement. Subject to the limitation on the transferability of this Option contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
14.Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or compliance of the Shares upon or with any securities exchange or under any Applicable Laws, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the grant or vesting of the Option or purchase by, or issuance of Shares to,
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Participant (or his or her estate) hereunder, such purchase or issuance will not occur unless and until such listing, registration, qualification, compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any Applicable Laws. Assuming such compliance, for purposes of the Tax-Related Items, the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares. The Company shall not be obligated to issue any Shares pursuant to this Option at any time if the issuance of Shares, or the exercise of an Option by Participant, violates or is not in compliance with any Applicable Laws.
15.Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. If there is a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.
16.Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination regarding whether any Shares subject to the Option have vested). All actions taken, and all interpretations and determinations made, by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.
17.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to Participant’s current or future participation in the Plan, this Option, the Shares subject to this Option, any other securities of the Company or any other Company-related documents, by electronic means. By accepting this Option, whether electronically or otherwise, Participant hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.
18.Translation. If Participant has received this Award Agreement, including appendices, or any other document related to the Plan translated into a language other than English,and the meaning of the translated version is different than the English version, the English version will control.
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19.Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with any Applicable Laws or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the Applicable Laws of the country in which he or she is resident at the time of grant, vesting, and/or exercise of this Option or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this Option or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to this Option or the Shares. Notwithstanding any provision herein, this Option and any Shares shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement). Participant also understands and agrees that if he works, resides, moves to, or otherwise is or becomes subject to Applicable Laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to him as from the date of grant, unless otherwise determined by the Company in its sole discretion.
20.Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
21.Agreement Severable. If any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.
22.Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by Participant and a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection to this Option.
23.Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Option under the Plan, and has
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received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.
24.Governing Law and Venue. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California and agree that such litigation will be conducted in the courts of Los Angeles County, California, or the federal courts for the United States for the Central District of California, and no other courts.
***
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Country-Specific Addendum
This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who are working or residing in the countries listed below, if any, and that may be material to Participant’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if Participant moves to or otherwise is or becomes subject to the Applicable Laws or company policies of any country listed below. However, because foreign exchange regulations and other local laws are subject to frequent change, Participant is advised to seek advice from his or her own personal legal and tax advisor prior to accepting or exercising an Option or holding or selling Shares acquired under the Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s acceptance of the Option or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan, the Notice of Stock Option Grant and the Award Agreement. This Addendum forms part of the Award Agreement and should be read in conjunction with the Award Agreement and the Plan.
Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Award Agreement (of which this Addendum is a part), the Notice of Stock Option Grant, the Plan, and any other communications or materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in your jurisdiction.
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EXHIBIT B
BEYOND MEAT, INC.
2026 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Beyond Meat, Inc. | |||||
Attention: | |||||
1.Exercise of Option. Effective as of today, , , the undersigned (“Purchaser”) hereby elects to purchase, , shares (the “Shares”) of the Common Stock of Beyond Meat, Inc. (the “Company”) under and pursuant to the 2026 Employment Inducement Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement dated , (the “Award Agreement”). The purchase price for the Shares will be USD $ , as required by the Award Agreement.
2.Delivery of Payment. Purchaser herewith delivers to the Company, or otherwise makes adequate arrangements satisfactory to the Company, the full purchase price of the Shares and any Tax- Related Items (as defined in the Agreement) to be paid in connection with the exercise of the Option.
3.Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions.
4.Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired will be issued to Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 14 of the Plan.
5.Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with
the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.
6.Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of California.
Submitted by: | Accepted by: | |||||||
PURCHASER: | BEYOND MEAT, INC. | |||||||
Signature | By | |||||||
Print Name | Title | |||||||
Date Received | ||||||||
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