David H. Watson - 16 Apr 2022 Form 4 Insider Report for ARGAN INC (AGX)

Footnote F1

On April 16, 2022, the Reporting Person had Time-Based Restricted Stock Units (the "TBRSUs") vest in the amount of 3,411 shares of Common Stock. This issuance is pursuant to the three year vesting schedule of the 10,000 TBRSU award that was granted on April 16, 2021 and is adjusted for cash dividends.

Footnote F2

On April 18, 2022, the Reporting Person received 10-year options to purchase 10,000 shares of the Issuer's common stock with an exercise price of $36.78 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/18/2023.

Footnote F3

As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 30,000 shares of common stock at a price of $41.68 with Date Exercisable of 06/23/2017 and Expiration Date of 06/23/2026; (b) options to acquire 40,000 shares of common stock at a price of $64.25 per share with Date Exercisable of 04/06/2018 and Expiration Date of 04/06/2027; (c) options to acquire 32,000 shares of common stock at a price of $37.60 per share with Date Exercisable of 04/13/2019 and Expiration Date of 04/13/2028; (d) options to acquire 32,000 shares of common stock at a price of $50.30 with a Date Exercisable of 4/12/2020 and Expiration date of 4/12/2029;

Footnote F4

(e) options to acquire 32,000 shares of common stock at a price of $33.81 with a Date Exercisable of 4/16/2021 and Expiration Date of 4/16/2030, (f) options to acquire 10,000 shares of common stock at a price of $54.60 with a Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031, and (g) options to acquire 10,000 shares of common stock at a price of $36.78 per share with Date Exercisable 4/18/2023 and Expiration Date of 4/18/2032; all subject to the aforementioned three-year ratably vesting schedule.

Footnote F5

On April 18, 2022, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 10,000 shares (the "Target"), the vesting of which is subject to the rank of the Total Stock Return ("TSR") of the Issuer's common stock over a three-year period, as determined by the Issuer's Board of Directors, to the comparable TSRs of 12 peer public companies to be disclosed in the Issuer's 2022 Proxy Statement. Each PBRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievement of the TSR ranking. The determination of the number of shares of common stock to be issued shall occur at the end of the three-year performance period.

Footnote F6

As of the date of this filing, the total number of PBRSUs owned by the Reporting Person includes (a) a target number of 10,000 shares of PBRSUs granted on April 16, 2020; (b) a target number of 10,000 shares of PBRSUs granted on April 16, 2021, and (c) a target number of 10,000 shares of PBRSUs granted on April 18, 2022; all to vest in their entirety at the end of a three-year performance period as generally reported under footnote 5 above.

Footnote F7

On April 18, 2022, the Reporting Person was granted Time-Based Restricted Stock Units (the "TBRSUs") covering 10,000 shares of common stock. The TBRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 04/18/2023.

Footnote F8

As of the date of this filing, the remaining number of TBRSUs beneficially owned by the Reporting Person includes (a) 6,667 shares of TBRSUs granted on April 12, 2021; and (b) 10,000 shares of TBRSUs granted on April 18, 2022, all to vest pursuant to the three year vesting schedule reported under footnote 7 above.