utzbrandsinc2020omnibuse






Exhibit 10.12      LEGAL\46561856\6  LEGAL\58775958\2   UTZ BRANDS, INC. 2020 OMNIBUS EQUITY INCENTIVE PLAN  Adopted August 28, 2020  As Amended May 5, 2022  1. Purpose; Eligibility.  1.1 General Purpose. The name of this plan is the Utz Brands, Inc. 2020  Omnibus Equity Incentive Plan. The purposes of the Plan are to (a) enable Utz Brands, Inc., a  Delaware corporation (the “Company”), and any Affiliate to attract and retain the types of  Employees, Consultants, and Independent Directors who will contribute to the Company’s long  range success; (b) provide incentives that align the interests of Employees, Consultants and  Independent Directors with those of the stockholders of the Company; and (c) promote the success  of the Company’s business.    1.2 Eligible Award Recipients. The Persons eligible to receive Awards are the  Employees, Consultants and Independent Directors of the Company and its Affiliates and such  other individuals designated by the Committee who are reasonably expected to become  Employees, Consultants and Independent Directors after the receipt of Awards.  1.3 Available Awards. Awards that may be granted under the Plan include: (a)  Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d)  Restricted Awards, (e) Performance Share Awards, (f) Cash Awards, and (g) Other Equity-Based  Awards. Except with respect to the conversion of phantom units into Restricted Stock Units in  accordance with the LTIP, following the Effective Date, no further equity compensation awards  shall be granted pursuant to any Predecessor Plan (it being understood that outstanding awards  under any Predecessor Plan will continue to be settled pursuant to the terms of such Predecessor  Plan).  2. Definitions.  “Affiliate” means a parent or subsidiary corporation of the Company, as defined in  Section 424 of the Code (substituting “Company” for “employer corporation”), any other entity  that is a parent or subsidiary of the Company, including a parent or subsidiary which becomes such  after the Effective Date of the Plan.  “Applicable Laws” means the requirements related to or implicated by the  administration of the Plan under applicable state corporate law, United States federal and state  securities laws, the Code, any stock exchange or quotation system on which the shares of Common  Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where  Awards are granted under the Plan.  “Award” means any right granted under the Plan, including an Incentive Stock  Option, a Non-qualified Stock Option, a Stock Appreciation Right, a Restricted Award, a  Performance Share Award, a Cash Award, or an Other Equity-Based Award.  





 






   11  LEGAL\46561856\6  LEGAL\58775958\2  3.4 Committee Composition. To the extent the Board desires to comply with  the exemption requirements of Rule 16b-3 (if the Board is not acting as the Committee under the  Plan), with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall  be a compensation committee of the Board that at all times consists solely of two or more Non- Employee Directors. Within the scope of such authority, the Board or the Committee may delegate  to a committee of one or more members of the Board who are not Non-Employee Directors, or  one or more officers of the Company or any of its subsidiaries, the authority to grant Awards to  eligible Persons who are not then subject to Section 16 of the Exchange Act. Nothing herein shall  create an inference that an Award is not validly granted under the Plan in the event Awards are  granted under the Plan by a Committee that does not at all times consist solely of two or more  Non-Employee Directors.  3.5 Indemnification. In addition to such other rights of indemnification as they  may have as Directors or members of the Committee, and to the extent allowed by Applicable  Laws, the Committee shall be indemnified by the Company against the reasonable expenses,  including attorney’s fees, actually incurred in connection with any action, suit or proceeding or in  connection with any appeal therein, to which the Committee may be party by reason of any action  taken or failure to act under or in connection with the Plan or any Award granted under the Plan,  and against all amounts paid by the Committee in settlement thereof (provided, however, that the  settlement has been approved by the Company, which approval shall not be unreasonably  withheld) or paid by the Committee in satisfaction of a judgment in any such action, suit or  proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or  proceeding that such Committee did not act in good faith and in a manner which such Person  reasonably believed to be in the best interests of the Company, or in the case of a criminal  proceeding, had no reason to believe that the conduct complained of was unlawful; provided,  however, that within 60 days after the institution of any such action, suit or proceeding, such  Committee shall, in writing, offer the Company the opportunity at its own expense to handle and  defend such action, suit or proceeding.  4. Shares Subject to the Plan.  4.1 Subject to adjustment in accordance with Section 14, no more than  9,500,000 shares of Common Stock shall be available for the grant of Awards under the Plan (the  “Total Share Reserve”). During the terms of the Awards, the Company shall keep available at all  times the number of shares of Common Stock required to satisfy such Awards.  4.2 Shares of Common Stock available for distribution under the Plan may  consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired  by the Company in any manner.  4.3 Subject to adjustment in accordance with Section 14, no more than  9,500,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of  Incentive Stock Options (the “ISO Limit”).  4.4 The limit in this Section 4.4 only applies to Non-Employee Directors in  respect to a Non-Employee Director’s service on the Board. In that regard, (i) the maximum  number of shares of Common Stock subject to Awards granted during a single Fiscal Year to any  





 






   12  LEGAL\46561856\6  LEGAL\58775958\2  Non-Employee Director, together with  in respect of such Non-Employee Director’s service as a  member of the Board when added with (ii) any cash fees paid to such Non-Employee Director  during the in his or her capacity as a member of the Board in such Fiscal Year , shall not exceed a  total value of $500,000 (calculating the value of any Awards based on the grant date fair value for  financial reporting purposes). Notwithstanding the foregoing, the Board , the Committee, or a  subcommittee thereof that consists of solely two or more Non-Employee Directors, may provide,  in its discretion, for exceptions to this limit for a Non-Employee Directorthe limit set forth in this  Section 4.4, either at the time of or after such grant or payment, provided that the Non-Employee  Director receiving such additional compensation may not participate in the decision to award such  compensation.  4.5 Any shares of Common Stock subject to an Award that expires or is  canceled, forfeited, cash-settled or terminated without issuance of the full number of shares of  Common Stock to which the Award related will again be available for issuance under the Plan.  Shares subject to an Award under the Plan shall be deemed to constitute shares not issued to the  Participant and shall be deemed to again be made available for issuance or delivery under the Plan  if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by  the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled  Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award.   4.6 Awards: (i) may, in the sole discretion of the Committee, be granted under  the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity  acquired by the Company or with which the Company combines, and (ii) shall be granted in the  form of restricted stock units under the LTIP for all LTIP participants who elect to convert their  LTIP benefit into Restricted Stock Units (collectively, the “Substitute Awards”). Substitute  Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards  issued in connection with the assumption of, or in substitution for, outstanding options intended to  qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable  stock exchange requirements, converted awards of Restricted Stock Units under the LTIP and  available shares under a stockholder-approved plan of an entity directly or indirectly acquired by  the Company or with which the Company combines (as appropriately adjusted to reflect such  acquisition or transaction) may be used for Awards under the Plan and shall not count toward the  Total Share Reserve.  4.7 Notwithstanding any other provision of the Plan to the contrary, with  respect to any Award that provides for or includes a right to dividends or dividend equivalents, if  dividends are declared during the period that an equity Award is outstanding, such dividends (or  dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be  accumulated but remain subject to vesting requirement(s) to the same extent as the applicable  Award and shall only be paid at the time or times such vesting requirement(s) are satisfied. In no  event shall dividends or dividend equivalents be paid with respect to Options or Stock  Appreciation Rights.  5. Eligibility.  5.1 Eligibility for Specific Awards. Incentive Stock Options may be granted  only to Employees. Awards other than Incentive Stock Options may be granted to Employees,