Exhibit 10.1
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.
Vital Farms, Inc.
RSU Award Grant Notice
(2020 Equity Incentive Plan)
Vital Farms, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2020 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement.
Participant:
Date of Grant:
Vesting Commencement Date: See Vesting Conditions
Target Number of Restricted
Stock Units (“Target RSUs”):
Maximum Number of Restricted
Stock Units (“Maximum RSUs”):
Vesting Schedule: As provided in the Vesting Conditions set forth in Exhibit A attached hereto.
Issuance Schedule: One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 6 of the Agreement.
Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:
Vital Farms, Inc. Participant:
By:
Signature Signature
Title: Date:
Date:
Attachments: Vesting Conditions, RSU Award Agreement, 2020 Equity Incentive Plan
Exhibit A
VESTING CONDITIONS
The restricted stock units (the “RSUs”) subject to the RSU Award will vest, if at all, in accordance with this Exhibit A, subject to the terms and conditions of the Grant Notice, the Agreement and the Plan.
This Exhibit A forms part of the RSU Award Grant Notice to which it is attached, and all references to “Grant Notice” in the RSU Award Grant Notice and the Agreement shall include both the RSU Award Grant Notice and this Exhibit A. Capitalized terms not explicitly defined in this Exhibit A but defined in the Grant Notice, the Agreement or the Plan shall have the same definitions as in the Grant Notice, the Agreement or the Plan.
Achievement Level | [***] Performance Metric ([***]) | Number of [***] Earned RSUs (% of Target RSUs) |
| Less than [***] | 0% |
Threshold | [***] | 50% |
Target | [***] | 100% |
Maximum | [***] or greater | 200% |
Achievement Level | [***] Performance Metric ([***]) | Number of [***] Earned RSUs (% of Target RSUs) |
| Less than [***] | 0% |
Threshold | [***] | 50% |
Target | [***] | 100% |
Maximum | [***] or greater | 200% |
Vital Farms, Inc.
2020 Equity Incentive Plan
Award Agreement (RSU Award)
As reflected by your Restricted Stock Unit Grant Notice (“Grant Notice”) Vital Farms, Inc. (the “Company”) has granted you a RSU Award under its 2020 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.
The general terms applicable to your RSU Award are as follows:
Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.