ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 26, 2021, Mark J. Nelson, Chief Financial Officer and Treasurer of
Beyond Meat, Inc. (the "Company"), informed the Company of his intention to
retire from employment with the Company effective May 5, 2021. On February 28,
2021, the Company and Mr. Nelson entered into a retirement agreement (the
"Retirement Agreement") setting forth the terms of his retirement and a
consulting agreement (the "Consulting Agreement") setting forth the terms of
consulting services Mr. Nelson will provide to the Company following his
retirement. The Company will conduct a comprehensive search for Mr. Nelson's
successor with the assistance of a national search firm. Mr. Nelson's decision
to retire is voluntary and is not as a result of any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices.
Pursuant to the Retirement Agreement, Mr. Nelson will continue as a full-time
employee of the Company, receiving the same base salary and benefits that he
currently receives, until his retirement on May 5, 2021. In consideration for
the release of claims and other covenants in the Retirement Agreement,
Mr. Nelson will receive a lump sum cash payment equal to $1,000, and the Company
will pay the cost of monthly COBRA premiums for Mr. Nelson and his dependents
for up to 18 months.
Pursuant to the Consulting Agreement, Mr. Nelson will provide certain consulting
services to the Company between May 6, 2021 and May 5, 2023, subject to earlier
termination pursuant to the terms of the Consulting Agreement. Outstanding
equity awards previously granted to Mr. Nelson will continue to vest for so long
as he continues to provide consulting services to the Company pursuant to the
Consulting Agreement. If (i) the Company terminates Mr. Nelson's consulting
services other than for cause (as set forth in the Consulting Agreement) or
(ii) Mr. Nelson terminates the consulting services as a result of the Company's
Material Breach (as defined in the Consulting Agreement), then, in either case,
any then outstanding equity awards previously granted to Mr. Nelson will be
amended to provide that the vesting of all such awards will immediately
accelerate in full. Further, in the event of a Change in Control (as defined in
the Company's 2018 Equity Incentive Plan), the consulting services will
terminate prior to, and contingent upon, the consummation of the Change in
Control, and any then outstanding equity awards previously granted to Mr. Nelson
will be amended to provide that the vesting of all such awards will immediately
accelerate in full.
The foregoing description of the terms of the Retirement Agreement and the
Consulting Agreement is qualified in its entirety by reference to the full text
of the Retirement Agreement and the Consulting Agreement, copies of which are
filed as Exhibit 10.1 and Exhibit 10.2 attached hereto, respectively, and the
terms of which are incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Retirement Agreement, dated February 28, 2021, by and between Beyond
Meat, Inc. and Mark J. Nelson
10.2 Consulting Agreement, dated February 28, 2021, by and between Beyond
Meat, Inc. and Mark J. Nelson
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