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

(e) Adoption of Executive Severance Plan Effective January 1, 2020, BellRing Brands, LLC, a subsidiary of BellRing Brands, Inc., adopted an Executive Severance Plan (the "Plan") that provides benefits to certain employed executive officers of BellRing Brands, LLC and its subsidiaries, including certain named executive officers of BellRing Brands, Inc. (each, a "Participant" and, collectively, the "Participants") in the event of an involuntary termination by the Employer without Cause, or a termination of employment by a Participant for Good Reason. The Plan was adopted to provide Participants with certain benefits in the event of a qualifying termination. Capitalized terms used but not defined herein have the meanings defined in the Plan.

The Plan provides for the following severance benefits in the event of an involuntary termination of a Participant by the Employer without Cause if such termination occurs outside of the context of a Change in Control of BellRing Brands, Inc.:



•            A lump sum payment equal to 39 weeks of the Participant's Base Pay
             plus one week of Base Pay per year of service;



•            A prorated portion of the applicable Senior Management Bonus Program
             award based on the number of full weeks worked during the fiscal
             year as of the effective date of termination, provided that the
             performance criteria is achieved;



•            Contributions toward the cost of COBRA healthcare continuation
             coverage for up to 12 weeks; and



•            Outplacement services for a period to be determined by the Employer,
             but not exceeding two years.

The Plan provides for the following severance benefits in the event of an involuntary termination by the Employer without Cause or a termination of employment by the Participant for Good Reason if such termination occurs within the context of a Change in Control of BellRing Brands, Inc.:



•            A lump sum payment equal to 78 weeks of Participant's Base Pay plus
             one week of Base Pay per year of service;



•            A prorated portion of the applicable Senior Management Bonus Program
             award based on the number of full weeks worked during the fiscal
             year as of the effective date of termination, provided that the
             performance criteria is achieved;



•            Contributions toward the cost of COBRA healthcare continuation
             coverage for up to 12 weeks; and



•            Outplacement services for a period to be determined by the Employer,
             but not exceeding two years.

Additionally, the Plan provides that Participants may be eligible for severance benefits in connection with an involuntary termination by the Employer without Cause or a termination of employment by the Participant for Good Reason within two years after a Business Change. These benefits are the same benefits that are described immediately above with respect to a Change in Control of BellRing Brands, Inc., as if the Business Change was a Change in Control of BellRing Brands, Inc.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which BellRing Brands, Inc. expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended December 31, 2019.




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