Description of the Plan.  The benefits under the Plan are not intended as deferred compensation and no individual shall have a vested right in such benefits.  The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of Section 3(2) of ERISA.  Rather, this Plan is unfunded, has no trustee and is administered by the Committee.  This Plan is intended to be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA, a bona fide severance pay plan within the meaning of Section 457(e)(11) of the Code, and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, Section 2510.2(b) and is to be administered as a “top-hat” welfare plan exempt from the substantive requirements of ERISA.  In addition, the Plan is intended to be a “separation pay plan” under Section 409A, in accordance with the regulations issued thereunder, to the extent applicable.  The legal rights and obligations of any person having an interest in the Plan are determined solely by the provisions of the Plan and the Release.

Definitions.  In addition to the other definitions contained in the Plan, the following terms shall have the following meaning:

“Annual Compensation Amount” means a Participant’s Base Salary and Bonus Amount, in each case, immediately prior to the Termination Date and determined without giving effect to any reduction constituting Good Reason.

“Base Salary” means a Participant’s annual base salary and does not include any other compensation including but not limited to, incentive bonuses, cash equivalent to any bonuses, allowances or any other type of regular payment.

“Board” means the Board of Directors of the Company.

“Cause” will be determined by the Committee depending on whether a Change in Control has occurred, as follows:

for a termination of employment before a Change in Control or at any point more than 24 months following a Change in Control, Cause means any one of the following reasons for the discharge or other separation of a Participant from employment:

fraud (including but not limited to any acts of embezzlement or misappropriation of funds);

serious dereliction of fiduciary obligation;

conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude (which, through lapse of time or otherwise, is not subject to appeal);

repeatedly being under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of the Participant’s duties;

willful misconduct or gross negligence or other conduct that would reasonably be expected to result in material injury or reputational harm to any member of the Company Group; or

for a termination of employment during the period starting on a Change in Control through 24 months following the Change in Control, Cause means for any Participant:

fraud (including but not limited to any acts of embezzlement or misappropriation of funds);

conviction of a felony, plea of guilty or nolo contendere to a felony charge (which, through lapse of time or otherwise, is not subject to appeal);

repeatedly being under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of the Participant’s duties;

willful misconduct or gross negligence or other conduct that would reasonably be expected to result in material injury or reputational harm to any member of the Company Group; or

material breach of any restrictive covenant provisions in the applicable Letter Agreement.

“Committee” means the Compensation and Human Capital Management Committee of the Board.

“Disability” means, with respect to a Participant, a physical or mental impairment that qualifies the Participant for disability benefits under the terms of the long-term disability plan of the Employer or other affiliate of the Company.

“Employer” means, for any Participant, the applicable member of the Company Group and that acts as the employer of record for such Participant.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Good Reason” means the termination of the Participant’s employment for any of the following reasons, without the Participant’s consent:

the Company’s material breach of any provision of an applicable agreement between the Participant and any member of the Company Group;

a material adverse change in the Participant’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities; or

relocation of the Participant’s primary work location to a location which requires the Participant to travel more than 30 additional miles from the Participant’s residence than the Participant must already travel to arrive at Participant’s primary work location;

“Letter Agreement” means the individual agreement that a Participant enters into with the Company regarding the Participant’s participation in the Plan and containing restrictive covenant clauses.

“Release” has the meaning set forth in Section 4.

“Restrictive Covenants” mean those covenants and obligations of a Participant set forth in the Letter Agreement as well as any other non-competition, non-solicitation, non-disparagement, confidentiality, cooperation or other restrictive covenant provisions in any other agreement by and between such Participant and any member of the Company Group.

Interpretations.  Capitalized terms used in this Plan are defined in this Section 2 for purposes of the entire Plan, unless the context requires otherwise.  In addition, unless the context otherwise indicates, the use of a plural term shall include the singular, and the use of the singular shall include the plural.

No Duplication of Benefits.  In order to receive severance under the Plan, an Executive may not be entitled or eligible to receive any other severance, separation, notice or termination payments on account of his or her employment with any member of the Company Group under any other plan, policy, program or agreement unless required by applicable law or any individual employment, separation, retention or severance agreement.  With respect to each Executive, the Plan replaces and supersedes any and all such rights under any individual employment, separation, retention or severance agreement as well as any other severance plans, policies, practices and/or arrangements of the Company Group prior to the Effective Date, including but not limited to the Freshpet, Inc. fka: Professor Connor’s, Inc. Severance Plan.

Outplacement Benefit.  If a Participant experiences a Qualifying Termination or a Change in Control Termination, the Company shall provide the Participant with references of outplacement services and a lump sum cash payment of $25,000 subject to required withholdings. Such lump sum will be paid on the Payment Commencement Date.

Equity Awards.  If a Participant experiences a Qualifying Termination or a Change in Control Termination, then any equity awards held by such Participant shall be governed by the terms of the applicable award agreements governing such equity awards and the Freshpet, Inc. Second Amended and Restated 2014 Omnibus Incentive Plan, or any successor plan such equity award was granted under.

Forfeiture and Recovery of Severance Benefits.  Notwithstanding any provisions hereunder to the contrary, a Participant’s benefits under the preceding provisions of this Section 5 are contingent upon the Participant complying with the requirements of any applicable Restrictive Covenants and are contingent upon the Committee not making a determination subsequent to the Participant’s termination of employment other than for Cause that the Participant should have been terminated for Cause.  Upon a determination by the Committee that a Participant has not complied with the requirements of any applicable Restrictive Covenants or that a Participant should have been terminated for Cause, all benefits hereunder will be immediately forfeited and the Participant shall repay to the Company any payments previously made by the Company under the preceding provisions of this Section 5.  Any such repayment must be made no later than 30 days after the Company provides written notice to the Participant of the repayment obligation.  Any amount not paid within 30 days will accrue interest from the date payment is due under the preceding sentence until paid at the applicable interest rate compounded monthly.  The applicable interest rate for purposes of the preceding sentence is the monthly short-term borrowing rate of the Company.  No failure or delay on the part of the Company in exercising any power, right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy whether or not specified herein.

Applicable Clawback Policies.  All cash payments provided for under this Plan will be subject to, and subject to any offset under, any applicable clawback or recoupment policies that may be approved or implemented by the Board or a committee of the Board

Plan Administration.  The Committee will administer the Plan and will have the exclusive discretion and authority to (i) establish rules, forms, and procedures for the administration of the Plan, (ii) construe and interpret the Plan, (iii) decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount, if any, of benefits paid under the Plan, and (iv) take all other actions related to the Plan, and all action taken by the Committee will be binding and conclusive on all persons.  The Company is the named fiduciary of the Plan, and shall administer the Plan, acting through the Committee.

Delegation of Authority.  Subject to applicable law and listing exchange rules, the Committee may appoint one or more individuals and delegate such of its powers and duties as it deems desirable to any such individual(s), in which case every reference herein made to the Committee shall be deemed to mean or include the appointed individual(s) as to matters within their jurisdiction.

Claim Procedure.  In the event that a dispute arises over an Executive’s benefit, the Executive must make a written claim to the Committee.  The Committee shall review the written claim and, if the claim is denied in whole or in part, the Committee shall provide, in writing and within 90 days of receipt of such claim, its specific reasons for such denial and reference to the provisions of the Plan upon which the denial is based and any additional material or information necessary to perfect the claim.  If the Executive desires a second review, subject to the time limitations in Section 7.04, the Executive shall notify the Committee in writing of the request for a second review within 60 days of the first claim denial.  The Board shall then review the claim again and provide a written decision within 60 days of receipt of such request for a second review.  This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan upon which the decision is based.  If the Executive wishes to pursue the Executive’s claim further, an arbitration may be filed against the Company consistent with Section 7.04.

Indemnification.  The Company shall indemnify and hold harmless any Committee member or other designee in the performance of his or her duties under the Plan against any and all expenses and liabilities arising out of his or her administrative functions or fiduciary responsibilities under the Plan, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such

No Implied Employment Contract.  This Plan is not an employment contract.  Nothing in this Plan or any other instrument executed pursuant to this Plan shall confer upon a Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate a Participant’s employment at any time for any reason.  The Company and the Participant acknowledge that the Participant employment is and shall continue to be “at-will”, as defined under applicable law, except to the extent otherwise expressly provided in a written agreement between the Participant and the Company.

Amendment or Termination of the Plan.  The Company, by action of its Board or Committee, reserves the right to amend or terminate the Plan, in whole or in part, at any time and for any reason, subject to this Section 7.02.  No such amendment or termination will cause the discontinuance of payment of severance benefits to any person who is already receiving severance benefits under the Plan at the time of the amendment or termination or contravene any rights to maintenance of benefits eligibility as set forth in a Letter Agreement.  Notwithstanding the foregoing, this Plan may not be terminated in whole or in part, or otherwise amended or modified in any respect (except as may be required by applicable law and not adverse to any Participant) within (i) the six month period immediately prior to the occurrence of a Change in Control or (ii) the 24 month period immediately following the occurrence of a Change in Control.

Governing Law.  To the extent not preempted by ERISA, the Plan and all questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

In any such arbitration, the arbitrator will apply Delaware law and will issue a written award/opinion and the Company will pay the arbitrator’s fee and arbitration forum fees.  The claimant will be responsible for his or her own legal fees.  The judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Nothing in this Section 7.04 is intended to prevent either the claimant or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.  For purposes of settling any dispute or controversy arising hereunder or for the purpose of entering any judgment upon an award rendered by the arbitrator, the Company and Executive hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the District of Delaware or (ii) any of the courts of the State of Delaware.  The Company and the claimant hereby waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to such courts’ jurisdiction and any defense of inconvenient forum with respect to such courts.  The Company and the claimant hereby agree that a judgment upon an award rendered by the arbitrator may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  No arbitration award/opinion will have any preclusive effect as to any issues or claims in any other arbitration or court proceeding unless each of the parties in such proceeding was also a named party in the arbitration.

Executive must bring any dispute in arbitration on an individual basis only, and not on a class, collective or representative basis (“class action waiver”).  The arbitrator may not join or adjudicate the claims or interests of any other person or employee in the arbitration proceeding, nor may the arbitrator otherwise order any consolidation of actions or arbitrations or any class, collective, or representative arbitration.  Insofar as any claims, disputes, or breaches are not eligible for arbitration or are otherwise excluded from or not subject to arbitration, for any reason, the class action wavier applies and remains valid and enforceable with respect to such claims, disputes, or breaches.  Additionally, insofar as any claims, disputes, or breaches are permitted by a court of competent jurisdiction to proceed on a class action, collective action, or representative action basis, they must do so only in a court of competent jurisdiction and not in arbitration.  Except as provided in the preceding sentence, this Section 7.04 is intended to make mandatory individual arbitration apply, as described above, to the maximum extent permissible under ERISA; if any feature of this arbitration requirement is impermissible under ERISA, arbitration as described above shall remain required with the minimum change necessary to allow the arbitration requirement to be permissible under ERISA.

Any and all claims, disputes, or breaches shall be governed by the Federal Arbitration Act (the “FAA”).  In the event the FAA is deemed to not apply, any and all claims, disputes, or breaches shall be governed by the laws of the State of Delaware, to the extent such law is not preempted by federal law.

Any claim for arbitration issued pursuant to this Section 7.04 (an “Arbitration Claim”) must be commenced no later than two years from the earliest of (i) the date the first benefit payment was made or allegedly due; or (ii) the date the Committee or its delegate first denied the claimant’s request; provided, however, that, if the claimant commences a request for a second review pursuant to Section 6.03 before the expiration of such two-year period, the period for commencing an Arbitration Claim shall expire on the later of the end of the two-year period and the date that is three months after the second review is finally denied, such that the claimant has exhausted the Plan’s claims and appeals procedures.  Any Arbitration Claim, claim for a second review under Section 6.03 or action that is commenced, filed or raised after expiration of such two-year period (or, if applicable, expiration of the three-month period following exhaustion of the Plan’s claims and appeals procedures) shall be time-barred.

Code Section 409A.

This Plan shall be construed and interpreted so that payments made and benefits provided hereunder are exempt from Section 409A of the Code (“Section 409A”) insofar as possible.  To the extent payments and benefits hereunder are subject to Section 409A, this Plan shall be construed and interpreted to retain compliance with Section 409A.

Each payment under the Plan shall be treated as a separate payment of compensation for purposes of applying the exclusion from Section 409A for certain short-term deferral amounts and involuntary separation payments.

Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent.

Any in-kind benefits provided under the Plan shall be provided in accordance with the requirements of Section 409A, including, where applicable, the provision that in-kind benefits provided during a calendar year may not affect the in-kind benefits to be provided in any other calendar year and the provision that the right to in-kind benefits is not subject to liquidation or exchange for another benefit.

If payment of any amount of “deferred compensation” (as defined under Section 409A, after giving effect to the exemptions thereunder) (“Deferred Compensation”) is contingent upon the Participant’s taking any employment

If a Participant is a “specified employee” as the date of termination of employment, payment of any amount of Deferred Compensation required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, shall not be made prior to the earlier of the expiration of the six-month period measured from the Participant’s separation from service, or the date of the Participant’s death.  Amounts delayed under this provision shall be paid in one lump sum, without interest, within ten days after the date payment becomes due after such delay.

Income and Excise Taxes.  All compensation and amounts under the Plan shall be subject to applicable United States federal (including FICA), state and local, foreign country or other tax withholding requirements.  The Company may require that a Participant pay to the Company an amount sufficient to satisfy such tax withholding requirements with respect to payments under the Plan, or the Company Group may deduct from other wages and compensation paid by the Company Group the amount of any withholding taxes due with respect to payments under the Plan.  The Participant is solely responsible for the payment of all federal, state and local income and excise taxes resulting from the Participant’s benefits under this Plan.  The Participant acknowledges and agrees that notwithstanding Section 7.05 or any other provision of this Plan, the Company is not providing the Participant with any tax advice with respect to Section 409A or otherwise and is not making any guarantees or other assurances of any kind to the Participant with respect to the tax consequences or treatment of any amounts paid or payable to the Participant under this Plan.

Code Section 280G.   If any payment or benefit a Participant would receive pursuant to this Plan or otherwise (“Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount.  The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for the Participant and in compliance with Section 409A.  If more than one method of reduction will result in the same

Notices.  Any notice to the Company provided for in this Plan or a Letter Agreement shall be addressed to _______ at 1545 US 206, 1^st Floor, Bedminster, New Jersey or at _______, and any notice to the Participant shall be addressed to such Participant at the current address or electronic mail address shown on the records of the Company Group, or to such other address or electronic mail address as the Participant may designate to the Company in writing.  Any notice shall be delivered by hand, sent by overnight courier or telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service, or, if to the Participant, delivered via electronic mail (provided confirmation of the transmission is obtained).

you will sign the restrictive covenant agreement (the “RCA”) in the form attached as Exhibit B to this Letter Agreement;

you will comply with the terms of the RCA in all respects; and

your current [Employment Agreement][/][Offer Letter], dated as of [●] (the “Employment Agreement”), is hereby rescinded and terminated effective immediately, on mutual agreement between you and the Company, with no impact or payments due to you, and you further agree that you waive and forever release any right under the Employment Agreement or any other agreement, plan or policy, including, but not limited to, the Freshpet, Inc. FKA: Professor Connor’s, Inc. Severance Plan, that would entitle you to any severance or other separation or termination compensation or benefits in circumstances that would be a Qualifying Termination or Change in Control Termination under the Plan; provided that you are not waiving any right to such compensation or benefits that you may otherwise be entitled to under any provisions in any individual equity award agreements governing outstanding equity awards.

you will sign the restrictive covenant agreement (the “RCA”) in the form attached as Exhibit B to this Letter Agreement;

you will comply with the terms of the RCA in all respects; and

your current Employment Agreement, dated as of July 27, 2016 (the “Employment Agreement”), is hereby rescinded and terminated effective immediately, on mutual agreement between you and the Company, with no impact or payments due to you, and you further agree that you waive and forever release any right under the Employment Agreement or any other agreement, plan or policy, including, but not limited to, the Freshpet, Inc. FKA: Professor Connor’s, Inc. Severance Plan, that would entitle you to any severance or other separation or termination compensation or benefits in circumstances that would be a Qualifying Termination or Change in Control Termination under the Plan; provided that you are not waiving any right to such compensation or benefits that you may otherwise be entitled to under any provisions in any individual equity award agreements governing outstanding equity awards.

The definition of Good Reason set forth in the Plan shall be replaced with the following:

the Company’s material breach of any provision of an applicable agreement between the Participant and any member of the Company Group;

a material adverse change in the Participant’s position as the Chief Executive Officer (including status, offices, titles and reporting requirements), authority, duties or responsibilities, which for this purpose shall include a diminution in the Participant’s position as the highest-ranking executive manager of the Company and its affiliates, or its successor and its affiliates;

requirement that the Participant report to any person or group other than the Board or the board of the Company’s successor; or

relocation of the Participant’s primary work location to a location which requires the Participant to travel more than 30 additional miles from the Participant’s residence than the Participant must already travel to arrive at Participant’s primary work location;

Notwithstanding anything to the contrary in the Plan, the definition of “Annual Compensation Amount” applicable to you shall mean “one and one-half times (1.5x) a Participant’s Base Salary and Bonus Amount, in each case, immediately prior to the Termination Date and determined without giving effect to any reduction constituting Good Reason.”

Notwithstanding anything to the contrary in the Plan, the definition of “Bonus Amount” applicable to you shall mean “a Participant’s full target annual incentive cash bonus, which shall be no less than 75% of Participant’s Base Salary.”

Notwithstanding anything to the contrary in the Plan, your Severance Period for purposes of Section 5.01 shall be 18 months.

Notwithstanding anything to the contrary in the Plan, in the event you experience a Change in Control Termination, the cash severance set forth in Section 5.02 will be paid such that (i) six months of Annual Compensation Amount will be paid as a lump sum cash payment on the Payment Commencement Date and in no event later than March 15 of the year following the year in which the Change in Control Termination occurs and (ii) 18 months of the Annual Compensation Amount will be paid in cash as payroll continuation payments, beginning on the Payment Commencement Date and ending on the last day of the Severance Period.  The Severance Period shall commence as of the Termination Date and any unpaid amounts between the Termination Date and the Payment Commencement Date shall be paid in the first installment. Upon a Change in Control Termination, and provided that the Release Effective Date has occurred, the Company (or its successor) shall contribute to an irrevocable rabbi trust sufficient assets to cover any amounts to which you are entitled pursuant to Section 5.02 of the Plan.

By way of illustration only, if your Base Salary is $620,000 and your Bonus Amount is $589,000 immediately prior to your Qualifying Termination, you will receive 1.5 x $1,209,000, annualized, for a period of 18 months, for a total of $2,720,250, payable in installments over 18 months as payroll continuation payments.  If you have the same Base Salary and Bonus Amount described above in this paragraph, immediately prior to a Change in Control Termination, you will receive a total of $3,627,000, with $906,750 received as a lump sum and the additional $2,720,250 payable in installments over 18 months as payroll continuation payments.

In the event of your Disability during employment with the Company, the Company may terminate your employment by giving you 30 days’ advance notice of its intent to terminate, and unless you resume performance of your duties within five days of the date of the notice and continue performance for the remainder of the notice period, your employment shall terminate at the end of the 30-day period.  If the Company terminates your employment pursuant to the preceding sentence, you shall be entitled to receive any prior year annual cash incentive bonus that has been earned and not yet paid and the COBRA reimbursement as set forth in Section 5.04 of the Plan; provided you sign and do not revoke a Release as set forth in Section 4.01 of the Plan.

To the extent that the Committee determines you have breached any applicable Restrictive Covenants during the Severance Period, your entitlement to any then-unpaid benefits under the Plan will be immediately forfeited, but you will not be required to repay any previously provided benefits notwithstanding anything to the contrary in Section 5.07 of the Plan.

Except as may be superseded by an individual indemnification agreement entered into between you and the Company after the date hereof, in your capacity as a director, manager, officer, or employee of the Company or serving or having served any other entity as a director, manager, or officer, or otherwise at the Company’s request, you shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s charter and by-laws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which you may be involved, or threatened to be involved, as a party or otherwise by reason of your status or service, which relate to or arise out of the Company, their assets, business or affairs, unless in each of the foregoing cases, a court of competent jurisdiction has finally determined that (i) you did not act in good faith and in a manner you believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had reasonable cause to believe your conduct was unlawful, and (ii) your conduct constituted gross negligence or willful or wanton misconduct.  The Company shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided that you provide an undertaking to repay advances if it is ultimately determined that you are not entitled to indemnification.  The Company shall advance all expenses incurred by you in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this paragraph, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses.  You shall be entitled to coverage under the Company’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company.  After you are no longer employed by the Company, the Company shall keep in effect the provisions of this paragraph, which provision shall not be amended except as superseded by agreement, required by applicable law or except to make changes permitted by law that would enlarge your right of indemnification.