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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 10KB of 78KB total |
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Price: |
$39 |
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ID: |
#1577285 |
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the
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17th day of December 2004, by and between NutraCea, a California corporation
("Employer") and Brad Edson ("Employee").
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WHEREAS, the officers, managers and/or directors of Employer are of the
opinion that Employee has education, experience and/or expertise which is of
value to Employer and its owners, and
WHEREAS, Employer and Employee desire to enter into this Employment
Agreement pursuant to which Employee shall be employed by Employer, to set forth
the respective rights, duties and obligations of the parties hereto.
NOW THEREFORE, In consideration of the promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which the parties hereto acknowledge, Employer and Employee agree as follows:
1. EMPLOYMENT. Employer hereby to employ Employee and Employee
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hereby accepts such employment upon the terms and conditions
hereinafter set forth.
2. TERM. For purposes of this Agreement, "Term" shall mean the
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original term (as defined in Section 2.1 below) and the renewal term
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(as defined in Section 2.2 below), if applicable.
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2.1 ORIGINAL TERM. The Term of this Agreement shall commence on
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December 17, 2004 and expires on December 31, 2007, unless sooner
terminated pursuant to the terms and provisions herein stated.
2.2 RENEWAL TERM. This Agreement shall automatically be extended
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for two additional one (1) year renewal terms unless either party
gives written notice to terminate this agreement at least one
hundred eighty (180) days prior to the end of the preceding term.
3. COMPENSATION. Employer shall pay Employee a base annual salary of
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Fifty thousand Dollars ($50,000) for the first year of employment,
payable $4,157 per month. In accordance with Employer's normal
policies but in no event less often than semi-monthly (the "Salary").
Effective December 1, 2005, Employee's salary shall be increased to
one hundred fifty thousand dollars ($150,000) for the second year of
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employment payable $12,500 per month. Effective December 1, 2006,
Employee's salary shall be increased to two hundred and fifty thousand
dollars ($250,000), payable $20,833 per month for the third year of
employment, and adjust upwards 10% annually thereafter.
3.2 WARRANTS: Employer shall issue to Employee Warrant
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Certificates to purchase 6,000,000 common shares of the Company
at an exercise price of $0.30 per share. The certificates shall
be valid for ten years from the date of issue. The Certificates
shall vest to Employee upon this contract being executed by all
parties. A copy of the Warrant Agreement is attached as Addendum
C.
3.3 STOCK OPTION PLAN/STOCK PURCHASE PLAN: Employee shall be
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eligible to participate in Company's Stock Option Plan and Stock
Purchase Plan during the term of employment.
4. EMPLOYEE BENEFITS.
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4.1 GENERAL BENEFITS: Employee shall be entitled to receive or
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participate in all benefit plans and programs of Employer
currently existing or hereafter made available to executives or
senior management of Employer, including but not limited to,
dental and medical insurance, including coverage for dependents
of Employee, pension and profit sharing plans, 401 (k) plans,
incentive savings plans, stock option plans, group life
insurance, salary continuation plans, disability coverage and
other fringe benefits.
4.2 BUSINESS EXPENSE: Employee shall be provided with American
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Express and/or Visa/Master Card credit cards issued in the name
of Employer, for purposes of paying business expenses, including
without limitation, economy travel for domestic travel within the
United States, and business Class travel for travel outside the
country, entertainment, lodging and similar activities.
Additionally, Employee shall be entitled to receive proper
reimbursement for all reasonable out-of-pocket expenses incurred
directly by Employee in performing Employee's duties and
obligations under this Agreement. Employer shall reimburse
Employee for such expenses on a weekly basis, upon submission by
Employee of appropriate receipts, vouchers or other documents in
accordance with Employer's policy.
4.3 AUTOMOBILE EXPENSES: Employer shall provide Employee with an
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automobile allowance in the amount of $600.00 per month.
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4.4 CELLULAR TELEPHONE: Employer shall reimburse employee for
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the use of his cellular telephone.
4.5 ASSISTANCE: Employer shall furnish Employee with an office,
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and personal assistant, together with a portable computer and
office equipment and such other facilities and services as are
deemed by the Board of Directors of Employer to be suitable for
his position and adequate for the performance of his duties and
obligations under this Agreement.
4.6 VACATION: Employee shall be entitled during each twelve (12)
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month period during the Term of this Agreement to a vacation of
four (4) weeks during which time Employee's compensation will be
paid in full. Unused days of vacation will be compensated in
accordance with Employer's policy as established by Employer from
time to time. Employee may take the vacation periods at any time
during the year as long as Employee schedules time off as to not
create hardship on Employer. In addition, Employee shall have
such other days off as shall be determined by Employer and shall
be entitled to paid sick leave and paid holidays in accordance
with Employer's policy.
5. DUTIES/SERVICE
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5.1 POSITION: Employee is employed as President and shall
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perform such services and duties as are defined in Addendum B,
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Job Description, attached hereto, and as are normally associated
with such position, subject to the direction, supervision and
rules and regulations of Employer. The Employee will be made a
member of the Board of Directors of the Company effective upon
the contract being executed.
5.2 PLACE OF EMPLOYMENT: The permanent place of Employee's
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employment and the performance of Employee's duties will be at a
location in the Phoenix, Arizona Metropolitan area. Employee
agrees to make himself available for travel from time to time to
Employer's corporate headquarters in Sacramento.
5.3 EXTENT OF SERVICES: Employee shall at all times and to the
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best of his ability perform his duties and obligations under this
Agreement in a reasonable manner consistent with the interests of
Employer. Employer shall not alter Employee's title, duties,
obligations or responsibilities or transfer Employee outside of
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