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

Restricted share unit grants

Effective January 7, 2022, the Compensation Committee of the Board of Directors
of Benson Hill, Inc. (the "Company") granted awards of Restricted Stock Units
("RSUs") to certain employees pursuant to the Company's 2021 Omnibus Incentive
Plan (the "Plan"), including grants to the executive officers named below in the
indicated amounts:

             Name             Title                         Number of RSUs
             Matthew Crisp    Chief Executive Officer     2,000,000
             DeAnn Brunts     Chief Financial Officer        91,907
             Jason Bull       Chief Technology Officer       91,907
             Bruce Bennett    President, Ingredients         91,907



The RSUs granted to Mr. Crisp are in satisfaction of the "Outperformance Grant"
provisions of the Company's employment agreement with Mr. Crisp. Each RSU
granted to Mr. Crisp represents a contingent right to receive one share of the
Company's common stock, par value $0.0001 per share (the "Common Stock"). Mr.
Crisp's RSUs are subject to time and performance vesting over a seven year
period beginning on September 29, 2021 (the "Vesting Start Date"). The
restricted stock units will time vest in full on the third anniversary of the
Vesting Start Date, and performance vest as to (i) 25% if and when the
volume-weighted average price per share of Common Stock over 30 consecutive
trading days (the "30-day VWAP") at any time on or after the first anniversary
of the Vesting Start Date but on or prior to the third anniversary of the
Vesting Start Date, is above $15.00, (ii) 25% if and when the 30-day VWAP at any
time on or after the first anniversary of the Vesting Start Date but on or prior
to the fourth anniversary of the Vesting Start Date, is above $20.00, (iii) 25%
if and when the 30-day VWAP at any time on or after the first anniversary of the
Vesting Start Date but on or prior to the fifth anniversary of the Vesting Start
Date, is above $25.00 and (iv) 25% if and when the 30-day VWAP at any time on or
after the first anniversary of the Vesting Start Date but on or prior to the
sixth anniversary of the Vesting Start Date, is above $30.00, provided that, if
any of the 30-day VWAP targets in the foregoing clauses (i)-(iv) are not
achieved by the respective specified deadlines, such 30-day VWAP target will be
increased by 10% and the applicable 25% tranche of the restricted stock units
with respect to that 30-day VWAP target (as increased) will vest if and when
such increased 30-day VWAP target is achieved at any time within the 12-month
period following the original deadline for such 30-day VWAP target.

The RSUs granted to each of Ms. Brunts, Mr. Bull and Mr. Bennett are in lieu of
the RSU grants otherwise provided for in connection with the "Founder's Grant"
provisions of the Company's respective employment agreements with each such
officer, and are in satisfaction of such provisions. Each RSU granted to Ms.
Brunts, Mr. Bull and Mr. Bennett (collectively, the "Founder RSUs") represents a
contingent right to receive one share of Common Stock. The Founder RSUs are
subject to time and performance vesting over a five year period beginning on the
Vesting Start Date. The Founder RSUs will time vest in full on the third
anniversary of the Vesting Start Date, and performance vest as to (i) 50% if and
when the 30-day VWAP at any time on or after the first anniversary of the
Vesting Start Date but on or prior to the third anniversary of the Vesting Start
Date, equals or exceeds $15.00, and (ii) 50% if and when the 30-day VWAP at any
time on or after the first anniversary of the Vesting Start Date but on or prior
to the fifth anniversary of the Vesting Start Date, equals or exceeds $20.00,
provided that, if the 30-day VWAP target in clause (i) is not achieved by the
third anniversary of the Vesting Start Date, such 30-day VWAP target will be
increased by 10% and the applicable 50% tranche of the Founder RSUs with respect
to that 30-day VWAP target (as increased) will vest if and when such increased
30-day VWAP target is achieved at any time within the 12-month period following
the third anniversary of the Vesting Start Date.

Mr. Crisp's RSUs and the Founder RSUs are subject in all respects to the terms
and conditions of the Plan and the respective award agreements evidencing the
grants.

————————————————– ——————————

Item 9.01 Financial statements and supporting documents.

(d) Exhibitions.

      Exhibit No.             Description
                                Form of Benson Hill, Inc. Restricted Stock 

Unity agreement – Performance bonus

         10.1                 for Matthew Crisp, granted under the Benson 

Hill, Inc. Omnibus 2021 incentive

                              Plan  .
                                Form of Benson Hill, Inc. Restricted Stock 

Unity Agreement – Founder’s Grant for

         10.2                     DeAnn Brunts, Jason Bull and     Bruce 

Bennett, granted under Benson Hill,

                              Inc. 2021 Omnibus Incentive Plan    .
          104                 Cover Page Interactive Data File (embedded 

in the Inline XBRL document)

————————————————– ——————————

© Edgar online, source Previews