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

As previously disclosed on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 14, 2022, Beyond Meat, Inc. (the "Company") announced the appointment of Lubi Kutua as the Company's Chief Financial Officer and Treasurer effective as of October 13, 2022 (the "Commencement Date").

On November 10, 2022, the Company and Mr. Kutua entered into a restated letter agreement (the "Kutua Letter Agreement") amending the terms of Mr. Kutua's employment to provide for an annual base salary of $370,000 effective as of the Commencement Date and an increased annual bonus target of 60% of his base salary. Further, subject to the approval of the Human Capital Management and Compensation Committee (the "Compensation Committee"), Mr. Kutua will be granted an option under the Company's 2018 Equity Incentive Plan (the "Plan") to purchase shares of the Company's common stock valued at $850,000. The exercise price per share applicable to the option will be no less than the per share fair market value of the Company's common stock on the grant date. The shares subject to the option will vest 25% on the 12-month anniversary of the Commencement Date and 1/48th monthly thereafter, subject to Mr. Kutua's continuous service through each vesting date. In addition, subject to the approval of the Compensation Committee, Mr. Kutua will be granted RSUs under the Plan covering shares of the Company's common stock valued at $850,000. The RSUs will vest 25% on the 12-month anniversary of the Commencement Date and 1/16th quarterly thereafter, subject to Mr. Kutua's continuous service through each vesting date. The shares subject to the option will equal the option value divided by the closing price of the Company's common stock on the date of grant, multiplied by two and rounded up to the nearest whole number of shares. The shares subject to the RSU will equal the RSU value divided by the closing price of the Company's common stock on the date of grant, rounded up to the nearest whole number of shares.

Mr. Kutua will be eligible for certain change in control severance benefits pursuant to the Company's form of Executive Change in Control Severance Agreement, including salary and benefits continuation and accelerated equity award vesting in certain circumstances.

No additional changes to Mr. Kutua's compensation or benefits will be made at this time in relation to Mr. Kutua's promotion, including changes disclosed on Form 8-K filed with the SEC on October 14, 2022.

The foregoing description of the Kutua Letter Agreement is qualified in its entirety by reference to the full text of the Kutua Letter Agreement, a copy of which is filed as Exhibit 10.1 attached hereto, and the terms of which are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

    Exhibit                                            Description
     Number

      10.1               Letter     Agreement between Beyond Meat, Inc. and Lubi Kutua
      104              Cover page interactive data file (embedded with the inline XBRL document)

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