SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Brad Edson
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
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This
Second Amendment to Employment Agreement (the “Amendment”)
by and
between NutraCea, a California corporation (the “Employer”)
and
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entered into as of the 10th
day of
December, 2004 (the “Agreement”),
is
made and effective as of the 8th day of August, 2008. Capitalized terms not
specifically defined hereunder shall have the meanings assigned to them under
the Agreement.
1.
Background
and Purpose. Employer
has agreed in the Employment Agreements for certain of its officers that such
officers are eligible for discretionary bonus awards as determined by the
NutraCea Compensation Committee or Board of Directors. Pursuant
to the Agreement, Employee is entitled to participate
in all benefit plans and programs made available to other executives or senior
management of Employer. Employer acknowledges that Employee is and has been
eligible for discretionary
bonus awards as determined by the NutraCea Compensation Committee or Board
of
Directors. The parties desire to amend the Agreement to clarify the
foregoing.
2.
Discretionary
Bonus. Section
3.4 of the Agreement is hereby adopted to read in its entirety as
follows:
“3.4.
Discretionary
Bonus.
Employee
shall be eligible for a discretionary bonus at such times and in such amounts
as
determined by Employer’s Compensation Committee or Board of
Directors.
3.
Effect
of Amendment.
All
other terms and conditions of the Agreement remain unchanged and shall continue
in full force and effect, except as may be required to effect the forgoing
amendment.
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EMPLOYEE:
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/s/
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Its:
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Chairman
of the Board
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