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



Effective August 13, 2021, The Simply Good Foods Company (the "Company") and
Joseph E. Scalzo, the Company's President and Chief Executive Officer, entered
into a Second Amendment (the "Amendment") to Mr. Scalzo's Amended and Restated
Employment Agreement dated July 7, 2017, as previously amended on October 16,
2019 (the "Agreement").

The Amendment (i) extends the initial term of the Agreement from five years to
six years, such that the initial term of the Agreement will terminate on July 7,
2023, (ii) modifies the treatment of Mr. Scalzo's equity awards upon his
retirement to provide for continued vesting of all of his incentive equity
awards granted (A) at least one year preceding his retirement for awards made
prior to September 1, 2022 and (B) at least six months preceding his retirement
for awards made on or after September 1, 2022, and (iii) makes other adjustments
to the terms of the Agreement to take into account the change of the Agreement's
initial term from five years to six years.

In consideration for Mr. Scalzo agreeing to extend the term of his employment agreement and to recognize Mr. Scalzo's significant accomplishments and leadership with respect to



•the successful integration of Quest Nutrition, LLC,
•the Board of Directors' satisfaction with the strong performance of the Quest
business since the acquisition and the pace at which synergies have been
attained, and
•the Company's recent overall strong financial performance,

all of which have largely taken place in a remote work setting during the
challenging business environment of the COVID-19 pandemic, effective August 13,
2021, Mr. Scalzo was granted options to purchase 200,000 shares of the Company's
common stock under the Company's 2017 Omnibus Incentive Plan (the "Option
Grant").

The Option Grant has an exercise price of $36.56 per share, which was the fair
market value of a share of the Company's common stock as of the grant date, and
will vest 100% on the third anniversary of the grant date, subject to Mr.
Scalzo's continued employment with the Company, except as set forth in the
continued vesting treatment provisions in the Amendment, and will expire on the
tenth anniversary of the grant date.

The foregoing description of the Amendment is qualified in its entirety to the
full text of the Amendment which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference as if set forth in full.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.               Description

  10    .1                  Second Amend    ment to the Amended and Rest    ated Employ    ment
                          Agreement, dated as     of August 13, 20    21 by and between The Simply
                            Good Foods Company     and Jo    seph Scalzo.
104                       Cover Page Interactive Data File (embedded within

the Inline XBRL document)

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