
RESIGNATION AND FOUNDER AND CHAIRPERSON EMERITUS AGREEMENT
I, Matthew O’Hayer, acknowledge that, effective February 24, 2026 (the “Separation Date”), I have delivered my resignation as an employee, Board Member, and Executive Chairperson of Vital Farms, Inc. (the “Company”).
If I timely return this fully executed Agreement to the Company, then the Company will provide me with the following resignation benefits (the “Resignation Benefits”):
If I timely elect to continue benefits through COBRA for myself and my covered dependents, then the Company will cover the costs of those premiums (through direct pay or reimbursement, at the Company’s election) until the earlier of the expiration of my COBRA coverage or such time as I become eligible for coverage under a health, dental or vision insurance plan of a subsequent employer. I shall notify the Company immediately if I become eligible for benefits through a subsequent employer.
The Company will, effective immediately upon the Separation Date, retain me as a non-employee Advisor through December 31, 2026, which term shall renew automatically for successive one-year periods (the “Advisory Period”). During the Advisory Period, I will hold the title of “Founder and Chairperson Emeritus” Either party may terminate the Advisory Period upon 30 days’ notice to the other party, but the Company agrees that it will not terminate the Advisory Period before December 31, 2026, unless I breach my obligations under this Agreement or any other agreement between the Company and me. The Company and I shall, during the first 45 days of the Advisory Period, establish the economic terms applicable to the Advisory Period (which terms shall be reflected on Exhibit A, hereto). As of the Separation Date and for the duration of the Advisory Period (and provided I timely execute this Agreement), I shall be deemed to remain in Continuous Service (as that term is defined in the Company’s 2020 Equity Incentive Plan) or Service (as that term is defined in the Company’s 2013 Equity Incentive Plan) with no interruptions, such that my options (including incentive and non-qualified options) will continue to remain outstanding and eligible to continue to vest; provided, however, that any outstanding and unexercised incentive stock option that is not exercised within three (3) months following the Separation Date shall automatically convert to a non-qualified stock option and shall otherwise remain outstanding pursuant to the terms of such award. At the end of the Advisory Period, my services with the Company will terminate, the vesting of my options will cease, and the vested portion of my options will remain exercisable for the applicable post-termination exercise period (subject to terms of the option). Additionally, at the end of the Advisory Period (or earlier if requested by the Company), I will return to the Company all Company documents (and all copies thereof) and other Company property that I have had in my possession at any time. I agree to maintain the confidentiality of any non-public information or materials provided to me during my employment or Advisory Period and acknowledge that I may not trade in the Company’s stock while in possession of any material non-public information.
During the Advisory Period, I hereby grant the Company a license to continue to use my likeness in a manner materially consistent with its prior use. The license will terminate at the end of the Advisory Period