Exhibit 10.42
EMPLOYMENT SEVERANCE
AGREEMENT
This Employment Severance and Release Agreement
("Agreement") is made by and between NutraCea, with a principal
business address at 5090 North 40th Street, Phoenix, AZ 85018
("Employer") and Bradley D. Edson, an individual with a principal
address at 4213 N. Jokake Road, Scottsdale, AZ 85251 ("Employee")
as follows:
1.
Buyout of Employment Agreement. Employee was employed by
Employer pursuant to a written employment agreement dated December
10, 2004 and amended January 8, 2008 (the "Employment Agreement").
Employer and Employee now mutually agree that for the consideration
specified in this Agreement, NutraCea shall buyout the Employment
Agreement (except for those provisions expressly excepted herein)
effective March 9, 2009 (the "Buyout Date") and Employee shall
resign on the Buyout Date. The parties acknowledge that Employee
has resigned as a member of Employer's Board of
Directors.
2.
Severance Payments. NutraCea shall pay to Employee six (6)
months of Employee's current annual base salary of $312,100, as
described in the Employment Agreement (the "Severance Payment").
The total amount of the Severance Payment shall be
$156,050.
2.1.
Payments Schedule; Withholding. NutraCea shall pay Employee
the Severance Payment in payments as follows: one half ($78,025) of
the Severance Payment on the Buyout Date (the "Initial Severance
Payment") and the remaining one-half of the Severance Payment in
three (3) equal consecutive monthly payments (the "Installment
Severance Payments") with the first installment due to be paid on
April 1, 2009. All payments shall be subject to the customary
withholding tax and other employment taxes. In the event that
NutraCea fails to timely pay the Initial Severance Payment
specified in this Section 2.1, or fails to timely pay the accrued
salary, wages, bonuses, accrued vacation, commissions and any and
all other benefits due to Employee specified in Section 3 of this
Agreement then, notwithstanding the provisions of Section 20.3, the
parties agree that the unpaid portion shall be treated as
wrongfully withheld wages and Employee shall be entitled to treble
the amount of the wrongfully withheld wages pursuant to Arizona law
(A.R.S. § 23-355). In the event that NutraCea fails to timely
pay any of the Installment Severance Payments as specified in this
Section 2.1 then NutraCea shall have twenty (20) days following the
due date of such payment to cure such nonpayment. In the event that
NutraCea fails to cure non-payment of any Installment Severance
Payment within twenty days (20) days of the due date for such
payment then, notwithstanding the provisions of Section 20.3, the
parties agree that the unpaid portion shall be treated as
wrongfully withheld wages and Employee shall be entitled to treble
the amount of the wrongfully withheld wages pursuant to Arizona law
(A.R.S. § 23-355).
2.2.
Medical and Health Benefits. Medical and health coverage for
Employee and his dependents under NutraCea's health insurance plans
will continue through April 30, 2009. Thereafter, NutraCea shall
reimburse employee for his COBRA payments to continue medical and
health coverage for himself and his dependents for six (6) months
beginning May 1, 2010 through October 31, 2010. Employee hereby
permanently and irrevocably waives the right to receive premium
assistance under the American Recovery and Reinvestment Act of
2009.
2.3
Warrant/Stock Option Grants, NutraCea acknowledges that
Employee holds the warrants, stock options and/or other stock
acquisition rights identified on Exhibit A.
2.4
Furniture/Office Equipment. NutraCea shall purchase from
Employee the furniture and office equipment itemized on Exhibit B
for Five Thousand Dollars ($5,000.00) payable within ten (10) days
of the Buyout Date.
3.
Payment of Salary. Employee's vacation and sick leave
shall cease accruing on the Buyout Date. Aside from the severance
payments set forth in Section 2 of this Agreement, NutraCea agrees
that it will pay to Employee all salary, wages, bonuses, accrued
vacation, commissions and any and all other benefits due to
Employee within five (5) calendar days from the Buyout Date of this
Agreement.
4.
Business Expenses. NutraCea shall
reimburse Employee for all business expenses he has incurred, in
accordance with NutraCea's reimbursement policy within five (5)
calendar days from the Buyout Date of this Agreement.
5.
Employee's Continued Right To
Indemnification. The provisions of Section 11
("Indemnification") of the Employment Agreement shall survive and
remain in full force and effect for Employee's benefit.
6.
Non-Disparagement. The parties will not knowingly make any
statement, oral or written, or cause or allow to be published in
its/his name, any statement, interview, article, editorial or
commentary (oral or written) that is critical, disparaging or
derogatory of the other party or their respective businesses or
personnel and former personnel (including current or former
employees, directors and officers). Nothing in this Agreement,
however, prohibits or restricts the parties from responding
truthfully and factually to any inquiry by the Securities and
Exchange Commission, any other regulatory or governmental agency,
any self-regulatory organization, in response to any civil process
or when otherwise required by law. Nor shall
anything in this agreement be construed as prohibiting or
restricting the parties from making trut