Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.40M
2: EX-4.11 EX-4.11 Description of Securities HTML 160K
3: EX-10.10 EX-10.10 Bennett Severance Agmt and Release HTML 62K
4: EX-10.18 EX-10.18 Bhil Executive Severance Plan HTML 86K
5: EX-10.28 EX-10.28 Form of Rsu Award Agmt-2023 Annual Ltip HTML 53K
Bull, Fundler, Freeman
6: EX-10.29 EX-10.29 Form of Rsu Award Agmt-2023 Annual Ltip HTML 56K
Crisp
7: EX-10.30 EX-10.30 Form of Rsu Award Agmt-2023 Annual Ltip HTML 54K
Bennett Bull Freeman
8: EX-10.31 EX-10.31 Form of Strategic Perf Award Bull HTML 54K
9: EX-10.32 EX-10.32 Restricted Share Award CEO Perf Elsner HTML 55K
10: EX-10.33 EX-10.33 Rsu Agmt-2023 Director Award HTML 54K
11: EX-10.34 EX-10.34 Rsu Agmt-2023 Director Award Mack HTML 54K
12: EX-10.41 EX-10.41 13th Amendment to Fnbo-Ddb Credit Agmt HTML 61K
13: EX-10.42 EX-10.42 14th Amendment to Fnbo-Ddb Credit Agmt HTML 60K
14: EX-21.1 EX-21.1 Subsidiaries HTML 41K
15: EX-23.1 EX-23.1 Consent of Independent Registered HTML 38K
Accounting Firm
19: EX-97.1 EX-97.1 Policy on Recoupment of Incentive HTML 60K
Compensation
16: EX-31.1 EX-31.1 Section 302 CEO Certification HTML 43K
17: EX-31.2 EX-31.2 Section 302 CFO Certification HTML 42K
18: EX-32 EX-32 Section 906 Ceo-CFO Certification HTML 40K
25: R1 Cover HTML 110K
26: R2 Audit Information HTML 43K
27: R3 Consolidated Balance Sheets HTML 157K
28: R4 Consolidated Balance Sheets (Parenthetical) HTML 48K
29: R5 Consolidated Statements of Operations HTML 156K
30: R6 Consolidated Statements of Comprehensive Loss HTML 65K
31: R7 Consolidated Statements of Stockholders? Equity HTML 84K
32: R8 Consolidated Statements of Stockholders? Equity HTML 40K
(Parenthetical)
33: R9 Consolidated Statements of Cash Flows HTML 173K
34: R10 Consolidated Statements of Cash Flows HTML 40K
(Parenthetical)
35: R11 Description of Business HTML 58K
36: R12 Summary of Significant Accounting Policies HTML 110K
37: R13 Business Combinations HTML 43K
38: R14 Discontinued Operations HTML 95K
39: R15 Fair Value Measurements HTML 129K
40: R16 Investments in Available-for-Sale Securities HTML 67K
41: R17 Derivatives HTML 85K
42: R18 Inventories, Net HTML 47K
43: R19 Property and Equipment HTML 55K
44: R20 Leases HTML 143K
45: R21 Goodwill and Intangible Assets HTML 76K
46: R22 Other Current Assets HTML 50K
47: R23 Accrued Expenses and Other Current Liabilities HTML 51K
48: R24 Debt HTML 78K
49: R25 Warrant Liabilities HTML 54K
50: R26 Income Taxes HTML 113K
51: R27 Comprehensive Loss HTML 64K
52: R28 Loss Per Common Share HTML 58K
53: R29 Stock-Based Compensation HTML 77K
54: R30 Common Stock HTML 56K
55: R31 Employee Benefit Plans and Other Compensation HTML 42K
Benefits
56: R32 Commitment and Contingencies HTML 43K
57: R33 Segment Information HTML 90K
58: R34 Quarterly Financial Data (Unaudited) HTML 73K
59: R35 Subsequent Events HTML 49K
60: R36 Schedule II - Benson Hill, Inc. Valuation and HTML 60K
Qualifying Accounts
61: R37 Pay vs Performance Disclosure HTML 50K
62: R38 Insider Trading Arrangements HTML 44K
63: R39 Summary of Significant Accounting Policies HTML 162K
(Policies)
64: R40 Summary of Significant Accounting Policies HTML 74K
(Tables)
65: R41 Discontinued Operations (Tables) HTML 95K
66: R42 Fair Value Measurements (Tables) HTML 126K
67: R43 Investments in Available-for-Sale Securities HTML 67K
(Tables)
68: R44 Derivatives (Tables) HTML 83K
69: R45 Inventories, Net (Tables) HTML 47K
70: R46 Property and Equipment (Tables) HTML 57K
71: R47 Leases (Tables) HTML 109K
72: R48 Goodwill and Intangible Assets (Tables) HTML 77K
73: R49 Other Current Assets (Tables) HTML 51K
74: R50 Accrued Expenses and Other Current Liabilities HTML 51K
(Tables)
75: R51 Debt (Tables) HTML 60K
76: R52 Income Taxes (Tables) HTML 111K
77: R53 Comprehensive Loss (Tables) HTML 62K
78: R54 Loss Per Common Share (Tables) HTML 59K
79: R55 Stock-Based Compensation (Tables) HTML 75K
80: R56 Common Stock (Tables) HTML 51K
81: R57 Segment Information (Tables) HTML 84K
82: R58 Quarterly Financial Data (Unaudited) (Tables) HTML 73K
83: R59 Description of Business (Details) HTML 98K
84: R60 Summary of Significant Accounting Policies - Cash, HTML 54K
Cash Equivalents and Restricted Cash (Details)
85: R61 Summary of Significant Accounting Policies - HTML 41K
Accounts Receivable (Details)
86: R62 Summary of Significant Accounting Policies - HTML 62K
Property and equipment estimated useful lives
(Details)
87: R63 Summary of Significant Accounting Policies - Spare HTML 40K
Parts (Details)
88: R64 Summary of Significant Accounting Policies - HTML 51K
Goodwill and Intangible Assets (Details)
89: R65 Summary of Significant Accounting Policies - HTML 44K
Impairment of Long-lived Assets (Details)
90: R66 Summary of Significant Accounting Policies - Debt HTML 43K
Issuance Costs (Details)
91: R67 Summary of Significant Accounting Policies - HTML 42K
Warrant Liabilities (Details)
92: R68 Summary of Significant Accounting Policies - HTML 42K
Patent Sales and Research and Development Expenses
(Details)
93: R69 Summary of Significant Accounting Policies - HTML 50K
Significant Concentrations and Credit Risk
(Details)
94: R70 Business Combinations (Details) HTML 61K
95: R71 Discontinued Operations - Narrative (Details) HTML 58K
96: R72 Discontinued Operations - Schedule of Carrying HTML 72K
Amounts of Assets and Liabilities of Discontinued
Operations (Details)
97: R73 Discontinued Operations - Operating Results Of The HTML 78K
Discontinued Operations (Details)
98: R74 Discontinued Operations - Consolidated Statement HTML 60K
of Cash Flows for the Discontinued Operations
(Details)
99: R75 Fair Value Measurements - Narrative (Details) HTML 59K
100: R76 Fair Value Measurements - Financial Instruments HTML 90K
Measured at Fair Value (Details)
101: R77 Fair Value Measurements - Schedule of Significant HTML 85K
Inputs to Valuation of Level 3 Warrant and
Conversion Liabilities (Details)
102: R78 Fair Value Measurements - Schedule of Changes in HTML 47K
Warrant and Conversion Option Liabilities
(Details)
103: R79 Investments in Available-for-Sale Securities - HTML 73K
Schedule of Securities Classified as
Available-for-Sale (Details)
104: R80 Investments in Available-for-Sale Securities - HTML 49K
Narrative (Details)
105: R81 Derivatives - Narrative (Details) HTML 52K
106: R82 Derivatives - Derivative Contracts (Details) HTML 78K
107: R83 Derivatives - Pre-tax Gains and Losses (Details) HTML 55K
108: R84 Inventories, Net (Details) HTML 48K
109: R85 Property and Equipment (Details) HTML 86K
110: R86 Leases - Narrative (Details) HTML 39K
111: R87 Leases - Lease Cost (Details) HTML 47K
112: R88 Leases - Components of Operating and Finance Lease HTML 63K
Right of use Assets and Liabilities (Details)
113: R89 Leases - Supplemental Cash Flow (Details) HTML 51K
114: R90 Leases - Maturities of Operating and Financing HTML 78K
Lease Liabilities (Details)
115: R91 Goodwill and Intangible Assets - Schedule of HTML 70K
Goodwill and Intangible Assets (Details)
116: R92 Goodwill and Intangible Assets - Narrative HTML 50K
(Details)
117: R93 Goodwill and Intangible Assets - Future HTML 54K
Amortization Of Intangible Assets (Details)
118: R94 Goodwill and Intangible Assets - Weighted Average HTML 47K
Amortization Period In Total And By Intangible
Asset Class (Details)
119: R95 Other Current Assets (Details) HTML 56K
120: R96 Accrued Expenses and Other Current Liabilities HTML 57K
(Details)
121: R97 Debt - Schedule of Debt (Details) HTML 75K
122: R98 Debt - Narratives (Details) HTML 198K
123: R99 Debt - Schedule of Maturities of Long-term Debt HTML 48K
(Details)
124: R100 Warrant Liabilities (Details) HTML 174K
125: R101 Income Taxes - Loss Before Income Taxes (Details) HTML 48K
126: R102 Income Taxes - Schedule of Components of Income HTML 66K
Tax Expense (Benefit) (Details)
127: R103 Income Taxes - Reconciliation of Income Tax HTML 61K
Provision (Details)
128: R104 Income Taxes - Significant Components of Deferred HTML 79K
Tax Assets and Liabilities (Details)
129: R105 Income Taxes - Narrative (Details) HTML 63K
130: R106 Comprehensive Loss (Details) HTML 63K
131: R107 Loss Per Common Share - Anti-dilutive Common Share HTML 49K
Equivalents (Details)
132: R108 Loss Per Common Share - Reconciliation Of Net Loss HTML 64K
Attributable To Common Stockholders And Basic And
Diluted Loss Per Common Share (Details)
133: R109 Stock-Based Compensation - Narrative (Details) HTML 79K
134: R110 Stock-Based Compensation - Schedule of Stock HTML 59K
Options Assumptions (Details)
135: R111 Stock-Based Compensation - Schedule of Stock HTML 81K
Option Information (Details)
136: R112 Stock-Based Compensation - RSUs activity and HTML 69K
weighted average grant-date fair value (Details)
137: R113 Common Stock - Narrative (Details) HTML 62K
138: R114 Common Stock - Schedule of Stock Reserved for HTML 70K
Future Issuance (Details)
139: R115 Employee Benefit Plans and Other Compensation HTML 56K
Benefits (Details)
140: R116 Commitment and Contingencies (Details) HTML 43K
141: R117 Segment Information - Narratives (Details) HTML 56K
142: R118 Segment Information - Revenues From Overseas HTML 59K
Shipments (Details)
143: R119 Segment Information - Schedule of Segment HTML 98K
Information (Details)
144: R120 Quarterly Financial Data (Unaudited) (Details) HTML 71K
145: R121 Subsequent Events (Details) HTML 69K
146: R122 Schedule II - Benson Hill, Inc. Valuation and HTML 51K
Qualifying Accounts (Details)
148: XML IDEA XML File -- Filing Summary XML 262K
151: XML XBRL Instance -- bhil-20231231_htm XML 3.10M
147: EXCEL IDEA Workbook of Financial Report Info XLSX 269K
21: EX-101.CAL XBRL Calculations -- bhil-20231231_cal XML 431K
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‘EX-10.32’ — EX-10.32 Restricted Share Award CEO Perf Elsner
BENSON HILL, INC. RESTRICTED SHARE AWARD AGREEMENT
STRATEGIC PERFORMANCE AWARD
This Restricted Share Award Agreement (this “Agreement”) is made and entered into effective December 21, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”)
and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Shares may be granted.
The Company hereby issues you the number of Restricted Shares as reflected in your E-Trade account. Your Restricted Shares are subject to the following terms and conditions, as well as the terms and conditions of the Plan. Capitalized terms used but not defined below have the meaning ascribed to them in the Plan. Your acceptance indicates that you have read this Agreement (including any appendices hereto) and agree to be bound by the terms and conditions of the Plan
and this Agreement.
1.Vesting and Settlement. Subject to your continued service through the applicable Vesting Date, the Restricted Shares are eligible to vest upon the earlier of (i) June 5, 2025, or (ii) a Change in Control (each a “Vesting Date”); provided that, the Performance Goals listed below must have been achieved, or are on target to be achieved, on or prior to the applicable Vesting Date, as determined in the sole discretion of the Committee.
•[***]
•[***]
•[***]
The period over which the Restricted
Shares vest is referred to as the “Restricted Period.”
Notwithstanding the foregoing, this Agreement will automatically terminate and you will automatically forfeit all interests and rights related to all your unvested Restricted Shares upon the earlier of (x) your service terminating for any reason before your Restricted Shares vest, or (y) June 6, 2025. You will have no right or interest in any forfeited Restricted Shares and neither the Company nor any Affiliate will have any further obligations under this Agreement.
2.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, you may not sell, transfer
or encumber your Restricted Shares (or any rights relating to your Restricted Share) in any way. Any attempt to sell, transfer or encumber your Restricted Shares (or any rights relating to your Restricted Share) during the Restricted Period is wholly ineffective and, if you make any such attempt, you will automatically forfeit your Restricted Shares and all of your rights to the Restricted Shares will immediately terminate without any payment or consideration by the Company or any Affiliate.
3.Rights as Shareholder; Dividends. You will be the record owner of the Restricted Shares until the shares of Common Stock. are sold or otherwise disposed of, and, except as set forth below, are entitled to the rights of a shareholder of the
Company including, without limitation, the right to vote such shares.
Notwithstanding the foregoing, if during the Restricted Period, the Company declares a dividend, the Company will credit an account with an amount equal to the dividends that would have been paid to you
had your Restricted Shares been vested. Such dividends during the Restricted Period shall be subject to the same vesting, forfeiture, and restrictions on transferability as the Restricted Shares with respect to which they were paid. To the extent vested, dividends credited to your account will be paid on the
first administratively practicable payroll date coincident or immediately following the date the Restricted Shares vest in accordance with Section 1.
The Company may issue stock certificates or evidence your interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Restricted Shares vests. If you forfeit any rights you have under this Agreement in accordance with Section 1, you will, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the forfeited Restricted Shares and shall no
longer be entitled to vote or receive dividends on such shares.
4.No Right to Continued Employment or Service. Neither the Plan nor this Agreement confers upon you any right to be retained in any position with the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or any Affiliate to terminate your employment or service at any time, with or without cause.
5.Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company,
if required, your Restricted Shares shall be adjusted or terminated in any manner as contemplated by Section 5 of the Plan.
6.Taxes. You are required to pay to the Company, and the Company has the right to deduct from any compensation paid to you pursuant to the Plan, the amount of any required withholding taxes in respect of your Restricted Shares and to take all other action as the Committee deems necessary to satisfy all obligations for the payment of withholding taxes. The Committee may permit you to satisfy any federal, state or local tax withholding obligation by any of the means provided in Section 16 of the Plan, including but not limited to the
Company withholding from delivery of shares of Common Stock.
You may make an election under Code §83(b) (a “Section 83(b) Election”) with respect to the Restricted Shares. Any such election must be made within thirty (30) days after the Grant Date. If you elect to make a Section 83(b) Election, you must provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the Internal Revenue Service. You agree to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.
Notwithstanding any action the
Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding, the ultimate liability for all such taxes is and remains your responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any such taxes in connection with the grant or vesting of your Restricted Shares or the subsequent sale of any shares; and (b) does not commit to structure your Restricted Shares to reduce or eliminate your tax liability.
This Agreement is intended to comply with Code Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding the foregoing, neither the
Company nor any Affiliate makes any representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company nor any Affiliate be liable
for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Code Section 409A.
7.Compliance with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and you with all applicable requirements of federal and
state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred prior to the effective date of the Company’s Form S-8 Registration Statement and unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.
A legend may be placed on any certificate(s) or other document(s) delivered to you indicating restrictions on transferability of the Restricted Shares pursuant to this Agreement or any other restrictions that the Committee
may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed or quoted.
8.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Company’s Chief People Officer at the Company’s principal corporate offices. Any notice required to be delivered to you shall be in writing and addressed to your address as shown in the records of the
Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
9.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.
10.Interpretation. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated by reference. In the event of a conflict between any term or provision contained
in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Either party must submit any dispute regarding the interpretation of this Agreement to the Committee for review. The Committee’s resolution of any dispute is final and binding on both parties.
11.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the Company’s successors and assigns. Subject to the restrictions on transfer, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom your Restricted Shares may be transferred by will
or the laws of descent or distribution.
12.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
13.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of your Restricted Shares in this Agreement does not create any contractual right or other right to receive any Restricted Shares or other awards in the future. Future awards, if any, will be at
the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment or service with the Company or any Affiliate.
14.Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel your Restricted Shares, prospectively or retroactively; provided, that, no such action shall adversely affect your material rights under this Agreement without regard to this Section 14 without your consent.
15.No
Impact on Other Benefits. The value of your Restricted Shares is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic means will have the same effect as physical delivery of the paper document bearing an original signature.
17.Acceptance. You hereby acknowledge receipt of a copy of the Plan and this Agreement. You have read and understand the terms and provisions the Plan and this Agreement, and accept your Restricted Shares
subject to all of the terms and conditions of the Plan and this Agreement.
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Dates Referenced Herein and Documents Incorporated by Reference
