Document/ExhibitDescriptionPagesSize
1: 10-K 10-K for 2021 HTML 1.56M
2: EX-4.7 EX-4.7 Description of Securities HTML 125K
5: EX-10.15 EX-10.15 Crisp Outperformance Award HTML 55K
6: EX-10.17 EX-10.17 Benson Hill Rsu 2022 Ltip Agreement HTML 48K
7: EX-10.18 EX-10.18 Freeman-Bull-Bennett Rsu 2022 Ltip HTML 49K Agreement
8: EX-10.19 EX-10.19 Freeman Sign on Rsu Agreement HTML 48K
9: EX-10.20 EX-10.20 Fundler Offer Letter HTML 42K
3: EX-10.3 EX-10.3 2021 Omnibus Incentive Plan HTML 148K
4: EX-10.8 EX-10.8 Freeman Employment Agreement HTML 96K
10: EX-21.1 EX-21.1 List of Subsidiaries HTML 38K
11: EX-23.1 EX-23.1 Ey Consent HTML 34K
12: EX-31.1 EX-31.1 Section 302 CEO Certification HTML 38K
13: EX-31.2 EX-31.2 Section 302 CFO Certification HTML 38K
14: EX-32 EX-32 Section 906 Ceo-CFO Certification HTML 36K
20: R1 Cover HTML 106K
21: R2 Audit Information HTML 39K
22: R3 Consolidated Balance Sheets HTML 145K
23: R4 Consolidated Balance Sheets (Parenthetical) HTML 50K
24: R5 Consolidated Statements of Operations HTML 120K
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26: R7 Consolidated Statements Stockholders? Equity HTML 126K
27: R8 Consolidated Statements Stockholders? Equity HTML 57K
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28: R9 Consolidated Statements of Cash Flows HTML 162K
29: R10 Consolidated Statements of Cash Flows HTML 35K
(Parenthetical)
30: R11 Description of Business HTML 47K
31: R12 Summary of Significant Accounting Policies HTML 97K
32: R13 Business Combinations HTML 104K
33: R14 Fair Value Measurements HTML 87K
34: R15 Investments in Available-for-Sale Securities HTML 62K
35: R16 Derivatives HTML 58K
36: R17 Inventories HTML 43K
37: R18 Property and Equipment HTML 49K
38: R19 Leases HTML 151K
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42: R23 Debt HTML 76K
43: R24 Warrant Liabilities HTML 50K
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45: R26 Comprehensive Loss HTML 60K
46: R27 Loss Per Common Share HTML 53K
47: R28 Share-Based Compensation HTML 79K
48: R29 Common Stock HTML 48K
49: R30 Employee Benefit Plans HTML 36K
50: R31 Commitment and Contingencies HTML 40K
51: R32 Segment Information HTML 83K
52: R33 Subsequent Events HTML 40K
53: R34 Schedule II - Benson Hill, Inc. Valuation and HTML 56K
Qualifying Accounts
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55: R36 Summary of Significant Accounting Policies HTML 51K
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56: R37 Business Combinations (Tables) HTML 88K
57: R38 Fair Value Measurements (Tables) HTML 85K
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60: R41 Inventories (Tables) HTML 43K
61: R42 Property and Equipment (Tables) HTML 51K
62: R43 Leases (Tables) HTML 111K
63: R44 Goodwill and Intangible Assets (Tables) HTML 77K
64: R45 Other Current Assets (Tables) HTML 46K
65: R46 Accrued Expenses and Other Current Liabilities HTML 48K
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66: R47 Debt (Tables) HTML 61K
67: R48 Income Taxes (Tables) HTML 104K
68: R49 Comprehensive Loss (Tables) HTML 59K
69: R50 Loss Per Common Share (Tables) HTML 55K
70: R51 Stock-Based Compensation (Tables) HTML 77K
71: R52 Common Stock (Tables) HTML 45K
72: R53 Segment Information (Tables) HTML 78K
73: R54 Description of Business (Details) HTML 75K
74: R55 Summary of Significant Accounting Policies - HTML 37K
Accounts Receivable (Details)
75: R56 Summary of Significant Accounting Policies - HTML 53K
Property and equipment estimated useful lives
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76: R57 Summary of Significant Accounting Policies - Spare HTML 36K
Parts (Details)
77: R58 Summary of Significant Accounting Policies - HTML 48K
Goodwill and Intangible Assets (Details)
78: R59 Summary of Significant Accounting Policies - Debt HTML 39K
Issuance Costs (Details)
79: R60 Summary of Significant Accounting Policies - HTML 41K
Redeemable Convertible Preferred Stock (Details)
80: R61 Summary of Significant Accounting Policies - HTML 40K
Stock-Based Compensation (Details)
81: R62 Summary of Significant Accounting Policies - HTML 37K
Research and Development Expenses (Details)
82: R63 Summary of Significant Accounting Policies - HTML 46K
Significant Concentrations and Credit Risk
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83: R64 Business Combinations - Narrative (Details) HTML 147K
84: R65 Business Combinations - Schedule Of HTML 57K
Recapitalization (Details)
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Assets and Liabilities (Details)
86: R67 Fair Value Measurements - Narrative (Details) HTML 51K
87: R68 Fair Value Measurements - Financial Instruments HTML 88K
Measured at Fair Value (Details)
88: R69 Fair Value Measurements - Unobservable Input HTML 50K
Reconciliation (Details)
89: R70 Investments in Available-for-Sale Securities - HTML 68K
Summary of Securities Classified as
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90: R71 Investments in Available-for-Sale Securities - HTML 48K
Narrative (Details)
91: R72 Derivatives - Narrative (Details) HTML 50K
92: R73 Derivatives - Derivative Contracts (Details) HTML 62K
93: R74 Derivatives - Pre-tax Gains and Losses (Details) HTML 48K
94: R75 Inventories (Details) HTML 44K
95: R76 Property and Equipment (Details) HTML 64K
96: R77 Leases - Narrative (Details) HTML 48K
97: R78 Leases - Lease Cost (Details) HTML 48K
98: R79 Leases - Components of Operating and Finance Lease HTML 73K
Right of use Assets and Liabilities (Details)
99: R80 Leases - Supplemental Cash Flow (Details) HTML 47K
100: R81 Leases - Maturities of Operating and Financing HTML 74K
Lease Liabilities (Details)
101: R82 Goodwill and Intangible Assets - Schedule of HTML 71K
Goodwill and Intangible Assets (Details)
102: R83 Goodwill and Intangible Assets - Narrative HTML 50K
(Details)
103: R84 Goodwill and Intangible Assets - Future HTML 50K
Amortization Of Intangible Assets (Details)
104: R85 Goodwill and Intangible Assets - Weighted Average HTML 45K
Amortization Period In Total And By Intangible
Asset Class (Details)
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106: R87 Accrued Expenses and Other Current Liabilities HTML 58K
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107: R88 Debt - Schedule of Debt (Details) HTML 73K
108: R89 Debt - Narrative (Details) HTML 204K
109: R90 Debt - Schedule of Maturities of Long-term Debt HTML 53K
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110: R91 Warrant Liabilities (Details) HTML 174K
111: R92 Income Taxes - Income (Loss) Before Income Taxes HTML 44K
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112: R93 Income Taxes - Schedule of Components of Income HTML 62K
Tax Expense (Benefit) (Details)
113: R94 Income Taxes - Reconciliation of Income Tax HTML 58K
Provision (Details)
114: R95 Income Taxes - Significant Components of Deferred HTML 70K
Tax Assets and Liabilities (Details)
115: R96 Income Taxes - Narrative (Details) HTML 56K
116: R97 Comprehensive Loss (Details) HTML 58K
117: R98 Loss Per Common Share - Narrative (Details) HTML 36K
118: R99 Loss Per Common Share - Anti-dilutive Common Share HTML 45K
Equivalents (Details)
119: R100 Loss Per Common Share - Reconciliation Of Net Loss HTML 66K
Attributable To Common Stockholders And Basic And
Diluted Loss Per Common Share (Details)
120: R101 Stock-Based Compensation - Narrative (Details) HTML 112K
121: R102 Stock-Based Compensation - Schedule of Stock HTML 48K
Options Assumptions (Details)
122: R103 Stock-Based Compensation - Summary Of Stock Option HTML 60K
Information And Weighted Average Exercise Prices
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123: R104 Stock-Based Compensation - Schedule of Nonvested HTML 53K
Share-based Payment Arrangement Option Activity
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124: R105 Stock-Based Compensation - RSUs activity and HTML 65K
weighted average grant-date fair value (Details)
125: R106 Common Stock - Narrative (Details) HTML 47K
126: R107 Common Stock - Schedule of Stock Reserved for HTML 54K
Future Issuance (Details)
127: R108 Employee Benefit Plans (Details) HTML 46K
128: R109 Commitment and Contingencies (Details) HTML 42K
129: R110 Segment Information - Narrative (Details) HTML 52K
130: R111 Segment Information - Schedule of Segment HTML 103K
Information (Details)
131: R112 Subsequent Events (Details) HTML 90K
132: R113 Schedule II - Benson Hill, Inc. Valuation and HTML 47K
Qualifying Accounts (Details)
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This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective March 18, 2022 (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 Stock Units may be granted.
Pursuant to the Company’s Long-Term Incentive Program (the “LTIP”) and in satisfaction of Section 3.3(a) of your Executive Employment Agreement, dated [●] (the “Employment Agreement”), the Company hereby issues you the number of Restricted Stock Units as reflected in your Carta account (the “2022 RSUs”). Each 2022 RSU represents the right
to receive one share of Common Stock upon settlement of the 2022 RSU. Your 2022 RSUs are subject to the following terms and conditions, as well as the terms and conditions of the Plan. Unless otherwise specified, capitalized terms used but not defined below have the meaning ascribed to them in the Plan.
1.Vesting and Settlement. Consistent with Section 3.3(a) of your Employment Agreement, your “Vesting Start Date” for the 2022 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 25% of your 2022 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 4th annual anniversary of the Vesting Start Date.
If (i) your service is terminated under Section 4.2 of your Employment Agreement as a result of the
Company terminating you without “Cause” (as that term is defined in Section 4.1 of your Employment Agreement) or by you resigning for “Good Reason” (as that term is defined in Section 4.1 of your Employment Agreement), (ii) such resignation or termination occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to such resignation or termination occur within the three months prior to a Change in Control, and (iii) and subject to you executing a “Release” (as that term is defined in Section 4.2 of your Employment Agreement), then any unvested portion of your 2022 RSUs will vest on your “Release Effective Date” (as that term is defined in Section 4.2 of your Employment Agreement).
If
your service terminates for any other reason before your 2022 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2022 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2022 RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement.
Subject to Section 6 (Taxes) of this Agreement, any portion of your 2022 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2022 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2022 RSUs that vest on the vesting date (subject to any reduction of
delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
2.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until your 2022 RSUs are settled in accordance with Section 1 (Vesting and Settlement) of this Agreement, you may not sell, transfer
or encumber your 2022 RSUs (or any rights relating to your 2022 RSU) in any way. Any attempt to sell, transfer or encumber your 2022 RSUs (or any rights relating to your 2022 RSU) is wholly ineffective and, if you make any such attempt, you will automatically forfeit your 2022 RSUs and all of your rights to the 2022 RSUs will immediately terminate without any payment or consideration by the Company or any Affiliate.
3.Rights as Shareholder; Dividend Equivalents. You do not have any rights as a shareholder with respect to the shares of Common Stock underlying your 2022 RSUs unless and until your 2022 RSUs vest and are settled by the issuance of shares of Common Stock. Upon and following the settlement of your 2022 RSUs, you will be the record owner of the shares of Common Stock issued in settlement
of your 2022 RSUs and you will be entitled to all rights of a shareholder of the Company (including voting rights) unless and until you sell or otherwise dispose of such shares.
If, prior to an unvested 2022 RSU’s settlement date, the Company declares a dividend on the shares of Common Stock, the Company will credit an account with an amount equal to the dividends that would have been paid to you had you been issued one share of Common Stock on the Grant Date for each unvested 2022 RSU (“Dividend Equivalents”). Dividend Equivalents shall be subject to the same vesting and forfeiture restrictions as the unvested 2022 RSUs to
which they are attributable and shall be paid on the same date that the unvested 2022 RSUs to which they are attributable are settled in accordance with Section 1. To the extent vested, Dividend Equivalents credited to your account shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of the Dividend Equivalents, if any.
4.No Right to Continued Employment or Service. Neither the LTIP, 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 LTIP, 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 2022 RSUs 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 2022 RSUs 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.
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, vesting or settlement of your 2022 RSUs or the
subsequent sale of any shares; and (b) does not commit to structure your 2022 RSUs 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.
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 2022 RSUs 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 LTIP and the Plan are discretionary and may be amended, cancelled or terminated by the Company at any
time, in its discretion. The grant of your 2022 RSUs in this Agreement does not create any contractual right or other right to receive any RSUs 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 LTIP or 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 2022 RSUs, 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 2022 RSUs 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 2022 RSUs 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
