ex10_47.htm


    
      

    

    EXHIBIT
10.47

     

    
      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 and Todd C. Crow, an individual with principal address at 8335 Walden
Woods Way, Granite Bay, CA 95746 ("Employee") as follows:

    

    


    
      1.            Separation from Employment.
Employee's employment with NutraCea terminated pursuant to the Employment
Agreement originally entered into on October 20, 2003, and amended pursuant to
the First Amendment to Employment Agreement dated October 5, 2005, and the
Second Amendment to Employment Agreement dated July 19, 2008 (collectively
"Employment Agreement"). Such date of termination is referred to herein as the
"Termination Date". This Agreement shall be effective as of such Termination
Date unless otherwise provided in the Employment Agreement.

      


      2.            Severance Payments. NutraCea does not
have a policy or obligation to pay severance pay, but nevertheless, agrees to
make severance payments to Employee as set forth in this Section 2. Subject to
and conditioned upon Employee's compliance with each and every obligation of
Employee set forth herein, specifically including, without limitation,
Employee's obligations of no disparagement, no solicitation, non-interference,
and confidentiality as set forth in Sections 9, 10 and 11 of this Agreement,
NutraCea agrees to pay to Employee one lump sum severance payment equal to
Employee's current annual salary, which is equal to the annual salary amount
payable to Employee pursuant to the Employment Agreement as in effect
immediately prior to the Termination Date. (the "Severance Payment"). In
addition to the Severance Payment, NutraCea agrees to pay in full on or prior to
the Termination Date, the car lease referenced on Exhibit A attached
hereto, and to assign to Employee the computer items referenced on Exhibit A attached
hereto.

      


    

    
      2.1.            Payments Schedule;
Withholding.  NutraCea shall pay Employee the Severance Payment
on or before, ______________, in accordance with NutraCea's standard payroll
practices. The severance payment shall be subject to the customary withholding
tax and other employment taxes as required with respect to compensation paid to
its employees.

      


      2.2.            Medical and Health
Benefits.  Employee will also be offered the opportunity for
continued coverage under NutraCea's health insurance plans until March 31, 2009.
Thereafter, NutraCea shall reimburse employee for his subsequent COBRA payments
made after March 31, 2009 and continuing for eighteen (18) months thereafter,
unless during such time, Employee becomes eligible to obtain coverage under
Medicare Plans A and B, in which case. NutraCea shall be under no further
obligation to reimburse Employee for such COBRA payments. NutraCea's insurance
agent will send
Employee information regarding this coverage.

      


    

    
      2.3            
Stock Option
Grants.  The options, warrants and any other rights identified
on Exhibit B, as acknowledged and approved by the Company's CEO will remain
vested, or shall become vested and capable of exercise pursuant to their terms,
as provided in the stock option agreements delivered pursuant to NutraCea's
equity incentive plans. All options assumed by NutraCea from RiceX identified on
Exhibit B are (1) approved to be exercisable using a cashless exercise (net
exercise) provision, provided this method of exercise is chosen by optionee as
the method of exercise; and (2) amended in the event the optionee dies or
becomes disabled, the expiration period shall be one year from the date of death
or disability. Additionally, the options which are scheduled to expire on
October 4, 2008 shall be amended to extend the expiration period three years
from termination date. The Company shall also waive all performance requirements
for the option issued to Employee on January 8, 2008.

    

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    
      2.4        
    Director
and Officer Insurance Indemnity.  NutraCea shall
maintain current levels of officer's insurance for the benefit of Employee on
the terms provided in the Indemnification Agreement between NutraCea and
Employee as in effect on the Termination Date.

      


    

    
      3.        
   Payment of
Salary. Employee's vacation and sick leave shall cease accruing on the
Termination Date. Aside from the severance payments set forth in Section 2 of
this Agreement, Employee acknowledges and represents that NutraCea has paid all
salary, wages, bonuses, accrued vacation, commissions and any and all other
benefits due to Employee.

      


      4.       
    Business Expenses. Employee
acknowledges and warrants to NutraCea that Employees has been reimbursed for all
business expenses, in accordance with NutraCea's reimbursement
policy.

      


    

    
      5.         
   Release of
Liability. Employee acknowledges that he enters this Agreement freely and
voluntarily, and agrees as follows:

      


    

    
      5.1           
ADEA Waiver. Employee
acknowledges that he is knowingly and voluntarily waiving and releasing any
rights Employee may have under the Age Discrimination in Employment Act of 1967,
as amended ("ADEA"). Employee also acknowledges that the consideration given for
the waiver and release pursuant to this Agreement is in addition to anything of
value to which Employee was already entitled. Employee further acknowledges that
he has been advised by this Agreement in writing, as required by the ADEA,
that:

    

    
      
 

      
        
          	
                   
      

                	
                  (a)

                	
                  his
      waiver and release does not apply to any rights or claims that may arise
      after the execution date of this
Agreement;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  he
      has the right to consult with an attorney prior to executing this
      Agreement;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  he
      has twenty-one (21) days to consider this Agreement (although Employee may
      choose to waive this provision by voluntarily executing this Agreement
      earlier);

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  he
      has seven (7) days following the execution of this Agreement to revoke the
      Agreement; and

                


        

        


        
          	
                   
      

                	
                  (e)

                	
                  this
      Agreement will not be effective until the date upon which the revocation
      period has expired, which will be the eighth day after this Agreement is
      executed by both parties ("Effective
Date").

                


        

      

    

    
      
        
           

        

      

    

    
      5.2        
    Statutory Claims. Employee
acknowledges that Title VII of the Civil Rights Act of 1964, as amended, the
Civil Rights Act of 1991, the Americans With Disabilities Act, the Age
Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the
Vietnam Era Veterans Readjustments Assistance Act of 1974, the Federal Family
and Medical Leave Act of 1993, the California Family Rights Act of 1991, the
Federal Family and Medical Leave Act of 1993. and the California Fair Employment
and Housing Act, as amended, and applicable provisions of California's Labor
Code provide the right to an employee to bring charges, claims or complaints
against an employer if Employee believes he has been discriminated against on a
number of bases, including race, ancestry, color, religion, sex, marital status,
national origin, age, status as a veteran of the Vietnam era, request or need
for family or medical leave, physical or mental disability, medical condition or
sexual preference. Employee, with full understanding of the rights afforded to
him or her under these federal and state laws, agrees that he will not file, or
cause to be filed against NutraCea, any charges, complaints, or actions based on
any alleged violation of these federal and state laws, or any successor or
replacement federal or state laws. Employee hereby waives any right to assert a
claim for relief available under these federal and state laws including, but not
limited to, back pay, front pay, attorneys' fees, damages, consequential
damages, punitive damages, reinstatement, or injunctive relief, which Employee
may otherwise recover based on any alleged violation of these federal and state
laws, or any successor or replacement federal or state laws.

    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    
      5.3.           Common Law Claims. Employee
acknowledges that he may have certain
common law rights to file a lawsuit claiming wrongful discharge in violation of
an express and/or implied contract or in violation of a public policy. Employee
expressly waives any and all tort and/or contract claims that he may have
against NutraCea for wrongful discharge, misrepresentation, fraud, defamation,
interference with prospective business advantage, interference with contractual
relationships, intentional and/or negligent infliction of emotional distress,
negligence, promissory estoppel, and/or breach of the covenant of good faith and
fair dealing.

      


    

    
      5.4         
  General Release.
Employee hereby irrevocably and unconditionally releases and forever
discharges NutraCea and all of its officers, agents, directors, supervisors,
employees, representatives, affiliates, related companies, and their successors
and assigns and all persons acting by, through, under or in concert with any of
them from any and all charges, complaints,
grievances, claims, actions, and liabilities of any kind (including attorneys'
fees, interest, expenses and costs actually incurred) of any nature whatsoever,
known or unknown, suspected or unsuspected (hereinafter referred to as
"Claims"), which Employee has or may have in the future, arising out of
Employee's employment with NutraCea. All such Claims are forever barred by this
Agreement and without regard to whether these Claims are based on any alleged
breach of duty arising in contract or tort, any alleged employment
discrimination or other unlawful discriminatory act, or any claim or cause of
action regardless of the forum in which it may be brought, including without
limitation, claims under the National Labor Relations Act (to the extent
permitted by law), Title VII of the Civil Rights Act of 1964, as amended, the
Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1964, as
amended, the Americans With Disability Act the Federal Family and Medical Leave
Act of 1993, the Rehabilitation Act of 1973, the Vietnam Era Veterans
Readjustment Assistance Act of 1974, the California Family Rights Act of 1991,
the Federal Family and Medical Leave Act of 1993, and the California Fair
Employment and Housing Act, as amended, and applicable provisions of
California's Labor Code.

    

    
      


    

    
      6.         
  Confidential
Information. Employee acknowledges that during the course of his duties
with NutraCea, he handled confidential information of NutraCea and its
affiliates. Employee agrees he will retain in the strictest confidence all
confidential matters which relate to NutraCea or its affiliates. including,
without limitation, pricing lists, business plans, financial projections and
reports, business strategies, internal operating procedures and other
confidential business information from which NutraCea derives an economic or
competitive advantage or from which NutraCea might derive such advantage in its
business, whether or not labeled "secret" or "confidential," and not to disclose
directly or indirectly or use by him in any way, at any time, except as
permitted by law.

      


      7.        
   Trade
Secrets. Employee shall not disclose to any others or take or use for
Employee's own purposes or purposes of any others at any time, any of NutraCea's
trade secrets, including without limitation, confidential information; customer
lists; information concerning current or any future and proposed work, services
or products; or the fact that any such work, services or products are planned,
under consideration, or in production, as well as any description thereof.
Employee agrees that these restrictions shall also apply to (i) trade secrets
belonging to third parties in NutraCea's possession and (ii) trade secrets
conceived, originated, discovered or developed by Employee during the term of
his employment.

      


      8.         
  Inventions;
Ownership Rights. Employee agrees that all ideas, techniques, inventions,
systems, formulas, discoveries, technical information, programs, prototypes and
similar developments ("Developments") developed, created, discovered, made,
written or obtained by him or her in the course of or as a result, directly or
indirectly, of performance of his duties to NutraCea, and all related industrial
property, copyrights, patent rights, trade secrets and other forms of protection
thereof, shall be and remain the property of NutraCea. Employee agrees to
execute or cause to be executed such assignments and applications, registrations
and other documents and to take such other action as may be requested by
NutraCea to enable NutraCea to protect its rights to any such
Developments.

    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    
      9.         
   No
Disparagement. The parties agree to treat each other respectfully and
professionally and not disparage the other party, or the other party's officers,
directors, employees, shareholders and agents, in any manner likely to be
harmful to them or their business, business reputation or personal reputation;
provided that both Employee and NutraCea will respond accurately and fully to
any question, inquiry or request for information when required by the legal
process.

      


      10.           Non-Interference; No Solicitation.
Employee agrees not to unlawfully interfere with any of NutraCea's
contractual obligations with others. Furthermore, Employee agrees during a
period of two (2) years after the date of this Agreement, not to, without
NutraCea's express written consent, on his behalf or on behalf of another: (i)
contact with the intent to solicit or solicit the business of any client,
customer, creditor or licensee of NutraCea, or (ii) contact with the intent to
solicit or solicit employees of NutraCea to leave their employment, other than
clerical employees, Employee acknowledges that this Section 10 is a reasonable
and necessary measure deigned to protect the proprietary, confidential and trade
secret information of NutraCea.

      


      11.           Confidentiality. Employee
agrees that the terms of this Agreement including the payment hereunder are
confidential and he will not disclose the terms of the Agreement to anyone
except to a person who must know its terms for tax, financial or legal reasons.
The parties agree that violations of this Section, Section 9 "No Disparagement"
or Section 10 "Non-interference; No Solicitation'1 are
material breaches of this Agreement.

      


      12.           Return NutraCea Property.
Employee agrees that he will promptly, within two (2) business days,
return to NutraCea, all NutraCea's or its affiliates' memoranda, notes, records,
reports, manuals, drawings, designs, computer files in any media and other
documents (including extracts and copies thereof) relating to NutraCea or its
affiliates, and all other property of NutraCea.

      


      13.           Actions Contrary to Law.
Nothing contained in this Agreement shall be construed to require the
commission of any act contrary to law, and whenever there is any conflict
between any provision of this Agreement and any statute, law, ordinance, or
regulation, contrary to which the parties have no legal right to contract, then
the latter shall prevail; but in such event, the provisions of this Agreement so
affected shall be curtailed and limited only to the extent necessary to bring it
within legal requirements.

      


      14.           Miscellaneous.

       

      14.1           Notices. All notices to be given by
either party to the other shall be in writing and may be transmitted by personal
delivery, facsimile transmission, overnight courier or mail, registered or
certified, postage prepaid with return receipt requested; provided, however, that notices
of change of address or facsimile number shall be effective only upon actual
receipt by the other party. Notices shall be delivered at the addresses set
forth in the Preamble of this Agreement, unless changed as provided for
herein.

    

    
      


      14.2           Entire Agreement. This
Agreement and any agreements incorporated herein by reference to the extent that
they are consistent with this Agreement, supersede any all agreements, either oral
or written, between the parties hereto with respect to its subject matter. Each
party to this Agreement acknowledges that no representation, inducements,
promises, or agreements, orally or otherwise, have been made by any party or
anyone acting on behalf of any parties, which are not embodied herein, and that
no other agreement, statement, or promise not contained in this Agreement shall
be valid or binding. Any modification of this Agreement will be effective only
if it is in writing and signed by both parties.

      


      14.3           Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California.

    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    
      14.4           Jurisdiction and Venue. The
parties hereby consent to the exclusive jurisdiction of the state and federal
courts sitting in California in the venue of Sacramento County in any action on
a claim arising out of, under or in connection with this Agreement or the
transactions contemplated by this Agreement, provided such claim is not required
to be arbitrated pursuant to Section 14.5. The parties further agree that
persona! jurisdiction over them may be effected by notice as provided in Section
14.1, and that when so made shall be as if served upon them personally within
the State of California.

      


    

    
      14.5           Arbitration. Any controversy,
dispute or claim arising out of or relating to this Agreement, performance
hereunder or breach thereof, which cannot be amicably settled, shall be settled
by arbitration conducted in Sacramento, California or such other mutually agreed
upon location. Said arbitration shall be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association ("AAA") at
a time and place within the above-referenced location as selected by the
arbitrator(s).

      


    

    
        
a.          Initiation of Arbitration.
After seven (7) days prior written notice to the other, either party
hereto may formally initiate arbitration under this Agreement by filing a
written request therefore. NutraCea shall pay the appropriate filing
fees.

      


        
b.          Selection of Arbitrator. The
selection of a neutral arbitrator shall be in accordance with the AAA Commercial
Arbitration Rules.

      


        
c.          Discovery. The arbitrator
shall permit adequate discovery.

      


        
d.          Hearing and Determination Dates.
The hearing before the arbitrator shall occur within thirty (30) days
from the date the matter is submitted to arbitration. Further, a determination
by the arbitrator shall be made within forty-five (45) days from the date the
matter is submitted to arbitration. Thereafter, the arbitrator shall have
fifteen (15) days to provide the parties with his decision in writing. However,
any failure to meet the deadlines in this paragraph will not affect the validity
of any decision or award.

      


        
e.          Damages. The arbitrator shall
have the authority to award appropriate damages, including injunctive relief, if
requested.

      


        
f.           Binding Nature of Decision.
The decision of the arbitrator shall be binding on the parties. Judgment
thereon shall be entered in a court of competent jurisdiction.

      


        
g.          Injunctive Actions. Nothing
herein contained shall bar the right of either party to seek from the arbitrator
injunctive relief or other provisional remedies against threatened or actual
conduct that will cause loss or damages under the usual equity rules including
the applicable rules for obtaining preliminary injunctions and other provisional
remedies.

      


        
h.          Fees and Costs. The cost of
arbitration, including the fees of the arbitrator, shall initially be borne by
NutraCea; provided, the prevailing party (as determined by the arbitrator) shall
be entitled to recover all such costs allowed by law, in addition to attorneys'
fees and other costs, in accordance with Section 14.6 of this
Agreement.

      


    

    
      14.6           Attorneys' Fees. In the event of any
litigation, arbitration, or other proceeding arising out of this Agreement, or
the parties' performance as outlined herein, the prevailing party shall be
entitled to an award of costs, including an award of reasonable attorneys' fees.
Any judgment, order, or award entered in any such proceeding shall designate a
specific sum as such an award of attorneys' fees and costs incurred. This
attorneys* fee provision is intended to be severable from the other provisions
of this Agreement, shall survive any judgment or order entered in any proceeding
and shall not be deemed merged into any such judgment or order, so that such
further fees and costs as may be incurred in the enforcement of an award or
judgment or in defending it on appeal shall likewise be recoverable by further
order of a court or panel or in a separate action as may be
appropriate.

    

    
      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    
       

      14.7           Amendment, Waiver. No
amendment or variation of the terms of this Agreement shall be valid unless made
in writing and signed by Employee and NutraCea. A waiver of any term or
condition of this Agreement shall not be construed as a general waiver by
NutraCea. Failure of either Employee or NutraCea to enforce any provision or
provisions of this Agreement shall not waive any enforcement of any continuing
breach of the same provision or provisions or any breach of any provision or
provisions of this Agreement.

      


    

    
      14.8        
  Ambiguities.  This
Agreement shall not be subject to the rule that any ambiguities in the contract
are to be interpreted against the drafter of the Agreement.

      


      14.9          
Counterparts. This
Agreement may be signed in one or more counterparts (by facsimile or otherwise),
all of which shall be treated as one and the same instrument.

      


    

    
      14.10     
   Warranty. Employee warrants
that he is executing this Agreement of his own free will, and knowingly and
voluntarily without any promises or representations other than those contained
in this Agreement.

      


      


    

    
      [signature
page to follow]

    

    
      

        
          
             


          

          
            6

            
              

            

          

          
             


          

        

      

    

    
       

      
        The
undersigned have executed this Agreement as of the date first written
above.

         

        
          	 
      	
                  EMPLOYEE

                
	 
      	      
                  /s/ Todd C. Crow

                	
                   

                
	 
      	
                  Todd
      C. Crow

                
	 
      	 
      
	 
      	 
      
	 
      	
                  NUTRACEA

                
	 
      	      
                  /s/ Brad Edson

                	
                   

                
	 
      	
                  Brad
      Edson, CEO

                


        


        
          
             


          

          
            7 


            
              

            

          

          
             


          

        

      

       

      
        EXHIBIT
A

        
          


          Car
Lease

          


          


          Computer
Equipment

        


        
          
             


          

          
            8 


            
              

            

          

          
             


          

        

      

       

    

    EXHIBIT
B



    
      	
              
                Assumed
      Options

              

            	 	
              
                Qualified

              

            	 	
              
                Date
      of

              

            	 	
              
                Expiration

              

            	 	
              
                Original

              

            	 	
              
                in
      RiceX

              

            	 	
              
                Number
      of

              

            	 	
              
                Board
      Date

              

            	 	
              
                Exercise

              

            	 	
              
                17-Jul-06

              

            	 	
              
                Cashless

              

            	 	 
      	 	 
      
	
              
                Name

              

            	 	
              
                Non-Qualified

              

            	 	
              
                Warrant/Option

              

            	 	
              
                Date

              

            	 	
              
                Issuance

              

            	 	
              
                Merger

              

            	 	
              
                Shares

              

            	 	
              
                Approval

              

            	 	
              
                Price

              

            	 	
              
                Registration

              

            	 	
              
                Option

              

            	 	
              
                Vesting

              

            	 	 
      
	
              
                Crow,
      Todd

              

            	 	
              
                Option

              

            	 	
              
                04-May-96

              

            	 	
              
                04-Oct-08

              

            	 	
              
                60,000

              

            	 	 	
              
                (13,920.60)

              

            	 	 	
              
                46.079

              

            	 	
              
                19-Jun-07

              

            	 	
              
                $0.30

              

            	 	 	
              
                333-135814

              

            	 	
              
                Yes

              

            	 	
              
                Fully
      Vested

              

            	 	
              
                (a)

              

            
	
              
                Crow,
      Todd

              

            	 	
              
                Option

              

            	 	
              
                03-Jun-96

              

            	 	
              
                04-Oct-08

              

            	 	
              
                50,000

              

            	 	 	
              
                (11,600.50)

              

            	 	 	
              
                38,399

              

            	 	
              
                19-Jun-07

              

            	 	
              
                S0.30

              

            	 	 	
              
                333-135814

              

            	 	
              
                Yes

              

            	 	
              
                Fully
      Vested 

              

            	 	
              
                (a)

              

            
	
              
                Crow,
      Todd

              

            	 	
              
                Option

              

            	 	
              
                0l-Nov-99

              

            	 	
              
                0l-Nov-09

              

            	 	
              
                900,000

              

            	 	 	
              
                (208,809.00)

              

            	 	 	
              
                691,191

              

            	 	
              
                l9-Jun-07

              

            	 	
              
                $0.30

              

            	 	 	
              
                333-135814

              

            	 	
              
                Yes

              

            	 	
              
                Fully
      Vested

              

            	 	
              
                (a)

              

            
	
              
                Crow,
      Todd

              

            	 	
              
                Option

              

            	 	
              
                22-Feb-01

              

            	 	
              
                22-Feb-ll

              

            	 	
              
                50,000

              

            	 	 	
              
                (11.600.50)

              

            	 	 	
              
                38,399

              

            	 	
              
                19-Jun-07

              

            	 	
              
                $0.30

              

            	 	 	
              
                333-135814

              

            	 	
              
                Yes

              

            	 	
              
                Fully
      Vested 

              

            	 	
              
                (a)

              

            
	
              
                Crow.
      Todd

              

            	 	
              
                Option

              

            	 	
              
                22-Feb-0l

              

            	 	
              
                22-Feb-ll

              

            	 	
              
                100.000

              

            	 	 	
              
                (23,201.00)

              

            	 	 	
              
                76,799

              

            	 	
              
                19-Jun-07

              

            	 	
              
                S0.30

              

            	 	 	
              
                333-135814

              

            	 	
              
                Yes

              

            	 	
              
                Fully
      Vested

              

            	 	
              
                (a)

              

            
	
              
                Crow,
      Todd

              

            	 	
              
                Option

              

            	 	
              
                29-Jan-02

              

            	 	
              
                29-Jan-12

              

            	 	
              
                50.000

              

            	 	 	
              
                (11,600.50)

              

            	 	 	
              
                38,399

              

            	 	
              
                19-Jun-07

              

            	 	
              
                $0.30

              

            	 	 	
              
                333-135814

              

            	 	
              
                Yes

              

            	 	
              
                Fully
      Vested 

              

            	 	
              
                (a)

              

            
	
              
                Crow.
      Todd   

              

            	 	
              
                SOP02002

              

            	 	
              
                02-Jan-02

              

            	 	
              
                02-Jan-12

              

            	 	
              
                125,000

              

            	 	 	
              
                (29,001.25)

              

            	 	 	
              
                95.998

              

            	 	
              
                19-Jun-07

              

            	 	
              
                $0.30

              

            	 	 	
              
                333-135814

              

            	 	
              
                Yes

              

            	 	
              
                Fully
      Vested

              

            	 	
              
                (a)

              

            
	
              
                Crow,
      Todd

              

            	 	
              
                SOP05002

              

            	 	
              
                31-Mar-05

              

            	 	
              
                31-Mar-15

              

            	 	
              
                700,111

              

            	 	 	
              
                (162,432.75)

              

            	 	 	
              
                537,678

              

            	 	
              
                19-Jun-07

              

            	 	
              
                $0.30

              

            	 	 	
              
                333-135814

              

            	 	
              
                Yes

              

            	 	
              Fully
      Vested

            	 	
              
                (a)

              

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              
                Total
      Assumed Options

              

            	 	 
      	 	 
      	 	 
      	 	 	 
      	 	 	 
      	 	
              
                2,035,111

              

            	 	
              
                (472,166.1)

              

            	 	 	
              
                1,562.942

              

            	 	 
      	 	 
      	 	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              
                NutraCea
      Issued Options

              

            	 	 
      	 	 
      	 	 
      	 	 	 
      	 	 	 
      	 	 
      	 	 
      	 	 	 
      	 	 
      	 	 
      	 	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              
                Crow,
      Todd

              

            	 	
              
                SOP08003A

              

            	 	
              
                08-Jan-08

              

            	 	
              
                08-Jan-13

              

            	 	
              
                100,000

              

            	 	 	 
      	 	 	
              
                100,000

              

            	 	
              
                8-Jan-08

              

            	 	
              
                $1.49

              

            	 	 	
              
                No

              

            	 	
              
                Yes

              

            	 	
              
                (b)

              

            	 	
              
                (c)

              

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              
                Total
      Options issued and held

              

            	 
      	 	 	 
      	 	 	 
      	 	 
      	 	 
      	 	 	
              
                1,662,942

              

            	 	 
      	 	 
      	 	 
      


    

     

    
      
        
          	 	 	(a) The Cornpany's
      Board of Directors acknowledges, and resolves to approve the cashless
      exercise provision of said options in the event Employee retirement, dies
      or becomes
      disabled before the expiration period, which has an extension date
      of 6/l9/07 for the Assumed Options
	 Notes:	 	 
	 	 	(b) NutraCea issued
      option shares which vest over one year as follows: 50% shall vest
      depending on revenue 50%
      shall vest depending on net income of the Company.
	 	 	 
	 	 	(c) In the event
      that the Employee retires, dies or becomes disabled, the expiration period
      extension shall apply and the Company shall use its best efforts to amend
      performance criteria, adjust the vesting period and include underlying
      shares in its next registration


        

         

      

    

    
      


      EACH
OF THE ABOVE OPTIONS ARE APPROVED TO BE EXERCISED USING A "CASHLESS EXERCISE"
(IF EMPLOYEE ELECTS THAT METHOD OF PAYMENT)

      


      


      Approved
By:

      /s/
Bradley D. Edson

      Bradley
D. Edson; Chief Executive Officer

    

    
 

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