Exhibit
10.19







EMPLOYMENT
AGREEMENT




This
Employment
Agreement (the “Agreement”)
is made and entered into effective as of October 12, 2009 (the “Effective
Date”), by and between PURE Bioscience,
a California corporation (the “Company”),
and Andrew J.
Buckland, (the “Executive”).  The
Company and the Executive are hereinafter collectively referred to as the “Parties”,
and individually referred to as a “Party”.




Recitals




A.           The
Company desires assurance of the continued association and services of the
Executive in order to retain the Executive’s experience, skills, abilities,
background and knowledge, and is willing to engage the Executive’s services on
the terms and conditions set forth in this Agreement.




B.           The
Executive desires to continue to be in the employ of the Company, and is willing
to accept such continued employment on the terms and conditions set forth in
this Agreement.




C.           The
Company and the Executive desire to, among other things, provide for severance
benefits payable to the Executive upon certain qualifying terminations and
reflect the application of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) to
the severance benefits that may be provided to the Executive.




Agreement




In
consideration of the foregoing Recitals and the mutual promises and covenants
herein contained, and for other good and valuable consideration, the Parties,
intending to be legally bound, agree as follows:




1.
            Employment.




1.1  Term.The Company
hereby employs the Executive, and the Executive hereby accepts employment by the
Company, upon the terms and conditions set forth in this Agreement, until the
termination of the Executive’s employment in accordance with Section 4 below, as
applicable (the “Term”).  The
Executive shall be employed at will, meaning that either the Company or the
Executive may terminate this agreement and the Executive’s employment at
anytime, for any reason or no reason, with or without cause, without liability
to the other save for wages earned through the effective date of termination and
severance compensation and benefits provided in Section 4, as
applicable.




1.2  Title.  The
Executive shall have the title of Chief Financial Officer (“CFO”) of
the Company and shall serve in such other capacity or capacities as the Board of
Directors of the Company (the “Board”) or
the Company’s President and Chief Executive Officer (“CEO”) may
from time to time prescribe with the Executive’s consent.




1.3  Duties.  The
Executive shall do and perform all services, acts or things necessary or
advisable to manage and conduct the business of the Company and which are
normally associated with the position of CFO, consistent with the bylaws of the
Company and as required by the Board and the CEO.  During the Term,
the Executive shall report directly to the CEO.











.










1.4  Policies and
Practices.  The employment relationship between the Parties
shall be governed by the policies and practices established from time to time by
the Company and the Board.




1.5  Location.  Unless
the Parties otherwise agree in writing, during the term of this Agreement, the
Executive shall perform the services the Executive is required to perform
pursuant to this Agreement at the Company’s offices, located in El Cajon,
California, or, with the consent of the Company and the Executive, at any other
place at which the Company maintains an office; provided, however, that the
Company may from time to time require the Executive to travel temporarily to
other locations in connection with the Company’s business.




2.
            Loyal
      And Conscientious Performance;
Noncompetition.




2.1  Loyalty.  During the
Executive’s employment by the Company, the Executive shall devote the
Executive’s full business energies, interest, abilities and productive time to
the proper and efficient performance of the Executive’s duties under this
Agreement.  Notwithstanding the foregoing, the Executive may engage in
personal, investment, civic, and charitable activities to the extent they do not
unreasonably interfere with the Executive’s performance of his duties under this
Agreement or violate paragraphs 2.2 or 2.3 of this Agreement.




2.2  Covenant not to
Compete.  Except with the prior written consent of
the  Board, the Executive will not, during the Term of this Agreement,
engage in competition with the Company and/or any of its Affiliates, either
directly or indirectly, in any manner or capacity, as adviser, principal, agent,
affiliate, promoter, partner, officer, director, employee, stockholder, owner,
co-owner, consultant, or member of any association or otherwise, in any phase of
the business of developing, manufacturing and marketing of products or services
which are in the same field of use or which otherwise compete with the products
or services or proposed products or services of the Company and/or any of its
Affiliates.  For purposes of this Agreement, “Affiliate”
means, with respect to any specific entity, any other entity that, directly or
indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with such specified entity.  Ownership by the
Executive, as a passive investment, of less than two percent (2%) of the
outstanding shares of a capital stock of any corporation with one or more
classes of its capital stock listed on a national or foreign securities exchange
or publicly traded on the Nasdaq Stock Market or in the over-the-counter market
shall not constitute a breach of this paragraph.




2.3  Agreement not to Participate in
Company’s Competitors.  During the Term, the Executive agrees
not to acquire, assume or participate in, directly or indirectly, any position,
investment or interest known by the Executive to be adverse or antagonistic to
the Company, its business or prospects, financial or otherwise or in any
company, person or entity that is, directly or indirectly, in competition with
the business of the Company or any of its Affiliates.  Ownership by
the Executive, as a passive investment, of less than two percent (2%) of the
outstanding shares of capital stock of any corporation with one or more classes
of its capital stock listed on a national or foreign securities exchange or
publicly traded on the Nasdaq Stock Market or in the over-the-counter market
shall not constitute a breach of this paragraph.





.







3.
            compensation
      Of The Executive.




3.1  Base Salary.  The
Company shall pay the Executive a base salary of Two Hundred Twenty Five
Thousand dollars ($225,000) per year, less payroll deductions and all required
withholdings payable in regular periodic payments in accordance with Company
policy (the “Base
Salary”).  Such Base Salary shall be prorated for any partial
year of employment on the basis of a 365 day fiscal year.  The Board,
or its Compensation Committee will review the Executive’s rate of Base Salary on
an annual basis and may, in its sole discretion, increase (but not decrease) the
rate then in effect.




3.2  Annual Discretionary
Bonus.  In addition to the Executive’s Base Salary, the
Executive will be eligible to receive an annual incentive bonus for each fiscal
year.  The Executive’s initial target annual incentive bonus for each
fiscal year during the Term shall be 35% of the annual Base Salary amount,
subject to any discretionary increase or decrease in such amount by the Board or
its Compensation Committee. The incentive bonus amount the Executive will
actually receive, if any, shall be determined in the sole discretion of the
Compensation Committee of the Board by evaluating the Executive’s and the
Company’s performance against milestones and targets established by the
Compensation Committee in consultation with the Executive.  Any annual
incentive bonus shall be paid to the Executive no later than the fifteenth day
of the third month following the fiscal year for which such bonus was
earned.




3.3  Reductions to
Compensation.  The Executive’s compensation may be reduced only
by mutual agreement of the Executive and the Company.




3.4  Employment
Taxes.  All of the Executive’s compensation shall be subject to
customary withholding taxes and any other employment taxes as are commonly
required to be collected or withheld by the Company.




3.5  Benefits.  The
Executive shall, in accordance with Company policy and the terms of the
applicable plan documents, be eligible to participate in benefits under any
executive benefit plan or arrangement that may be in effect from time to time
and is made generally available to the Company’s executive or key management
employees, including but not limited to paid vacation and medical insurance,
provided that, the Executive shall receive not less than four (4) weeks paid
vacation per year.




3.6  Stock Awards.  The
Company may grant the Executive stock awards at such times and on such terms as
may be decided from time to time by the Board or its Compensation Committee, in
its sole discretion.  Notwithstanding any contrary provisions of the
Executive’s previously granted stock options, in connection with any termination
of the Executive’s employment for any reason other than for Cause (as defined in
Section 4.3(b) below), the Executive shall have a period of not less than one
hundred twenty (120) days following such termination to exercise the Executive’s
then outstanding stock options, but in no event beyond the maximum permitted
expiration date (e.g.,
expiration of the five (5) year term) of such stock options.







.










3.7  Legal Expenses.The
Company will directly pay Cooley Godward Kronish LLP all legal fees incurred by
the Executive in connection with the preparation and negotiation of this
Agreement.




3.8  Deferred Compensation
Plan.  At the Executive’s election, the Company shall, subject
to the approval of the Compensation Committee of the Board, at its expense
establish a non-qualified deferred compensation plan that permits the Executive
to elect to defer taxation on his Base Salary and bonus payments and any stock
unit awards that may be granted by the Company to the Executive (the “Deferred
Compensation Plan”).  Any such Deferred Compensation Plan shall
be established in accordance with the requirements of Section 409A of the Code,
and may, subject to the approval of the Compensation Committee of the Board,
permit other highly compensated senior executives of the Company to
participate.




3.9  Expenses.




(a)  Ordinary Business
Expenses.  The Executive is authorized to incur reasonable
expenses in the conduct of the business of the Company, including expenses for
meals, travel, and other similar items.  The Company shall prepay or
reimburse the Executive for all such expenses.




(b) Expense Prepayment and Reimbursement
Procedures.All prepayments and reimbursements of the Executive’s
expenses pursuant to this Section 3.9 are subject to the Executive’s provision
of invoices, an itemized accounting or other appropriate documentation
evidencing such expenses no later than six (6) months following the date such
expenses were incurred.  Any reimbursement payment shall be made by
the Company as soon as practicable following its receipt of such documentation,
but in no event later than the end of the Executive’s taxable year following the
year in which the Executive incurred such expenses.




4.
            Termination
      Benefits.




4.1  Termination.  If the
Executive’s employment is terminated (either by the Company or by the Executive)
then the Company shall pay to the Executive or the Executive’s heirs the
Executive’s Base Salary, any bonus awarded under Section 3.2 not previously
paid, and any accrued and unused vacation benefits, each as earned through the
date of termination at the rate then in effect, less standard deductions and
withholdings, and the Company shall thereafter have no further obligations to
the Executive and/or the Executive’s heirs under this Agreement, except as
expressly otherwise provided in this Section 4.  If the Executive’s
employment terminates due to the Executive’s death or Complete Disability (as
defined below), the Company shall provide to the Executive (or the Executive’s
beneficiaries, as applicable) the severance benefits described in Section
4.2.




4.2  Benefits Upon Termination Without
Cause or for Good Reason.  In the event the Executive’s
employment with the Company is terminated by the Company without Cause (as
defined below) or the Executive terminates his employment for Good Reason (as
defined below), then subject to the Executive’s delivery to the Company of a
Release and Waiver in the form attached hereto as Exhibit A within the
applicable time period set forth therein, but in no event later than forty-five
(45) days following termination of the Executive’s employment, and permitting
such Release and Waiver to become fully effective in accordance with its terms,
(the date the Executive’s Release becomes fully effective, the “Release Effective
Date”), the Company shall provide the Executive with the following
severance benefits hereunder, as applicable:







.










(a)  the
Executive shall be entitled to severance pay in the form of a single lump sum
payment equal to seventy-five percent (75%) of “Executive’s Annual Base
Compensation Amount” (the “Cash Severance
Benefits”).  “Executive’s
Annual Base Compensation Amount” means the Executive’s annual Base Salary
then in effect.  For purposes of calculating the Executive’s Annual
Base Compensation Amount, the Executive’s Base Salary shall be calculated based
on the rate in effect prior to any material reduction in Base Salary that would
give the Executive the right to resign for Good Reason, as defined below. Such
Cash Severance Benefits payment shall be subject to standard deductions and
withholdings and paid in accordance with the Company’s regular payroll policies
and practices in the first payroll period following the Release Effective
Date.




(b)  should
the Executive elect to continue group health and dental insurance benefits in
accordance with the provisions of COBRA following the date of termination, the
Company shall pay the full premium for such health and dental insurance
continuation benefits for the Executive and the Executive’s eligible dependents
for a period of nine (9) months after the termination date (the “Continuation
Period”).  If the Company ceases to provide group health and
dental benefits and the Executive converts to an individual policy or policies
that provide a substantially similar level of coverage as the Company’s benefit
plans did prior to their termination, the Company shall reimburse the
Executive’s actual premium costs for such continued health and dental coverage
under the individual policy or policies for the duration of the Continuation
Period.  If such reimbursement is not exempt from application of
Section 409A of the Code, such reimbursement shall occur strictly in accordance
with the procedures established under Section 3.9(c).




(c)  notwithstanding
any contrary terms of any stock option grants, any outstanding vested stock
options held by the Executive at the date of such termination shall continue to
be exercisable for a period of up to one hundred twenty (120) days following
such termination, but in no event beyond the maximum permitted expiration date
(e.g., expiration of
the five (5) year term) of such stock options..




4.3  Definitions.  For
purposes of this Agreement, the following terms shall have the following
meanings:




(a)  Good Reason.  “Good
Reason” for the Executive to terminate the Executive’s employment
hereunder shall mean the occurrence of any of the following events without the
Executive’s consent; provided however, that any resignation by the Executive due
to any of the following conditions shall only be deemed for Good Reason if: (i)
the Executive gives the Company written notice of the intent to terminate for
Good Reason within ninety (90) days following the first occurrence of the
condition(s) that the Executive believes constitutes Good Reason, which notice
shall describe such condition(s); (ii) the Company fails to remedy, if
remediable, such condition(s) within thirty (30) days following receipt of the
written notice (the “Cure
Period”) of such condition(s) from the Executive; and (iii) the Executive
actually resigns his employment within the first ninety (90) days after
expiration of the Cure Period.







.










(i)  a
material reduction by the Company of the Executive’s Base Salary or target bonus
percentage as initially set forth herein or as the same may be increased from
time to time;




(ii)  a
material reduction by the Company of the Executive’s authority, duties or
responsibilities;




(iii)  the
material relocation of the Company’s offices that requires an increase in the
Executive’s one-way driving distance by more than fifty (50) miles;




(iv)  a
material diminution in the authorities, duties or responsibilities of the
supervisor to whom the Executive is required to report;




(v)  a  material
breach of this Agreement by the Company; or




(vi)  a
material diminution in the budget over which the Executive retains authority
(unless such diminution relates to a spin-off, spinout, reorganization, sale of
assets or other similar transaction).




(b)  Cause.  “Cause”
shall mean that one or more of the following has occurred:




(i)  the Executive has been convicted of a felony crime involving fraud, dishonesty
or violence (under the laws of the United States or any relevant state, in the
circumstances, thereof);




(ii)  the
Executive has intentionally and willfully engaged in material acts of fraud,
dishonesty or gross misconduct that have a material adverse effect on the
Company, unless the Executive believed in good faith that such acts were in the
best interests of the Company;




(iii)  the
Executive intentionally and willfully refuses to perform his duties under this
Agreement after there has been delivered to the Executive a written demand for
performance from the Company which describes the basis for the Company’s belief
that the Executive has violated his obligation to perform his duties to the
Company; or




(iv)  any
intentional material breach by the Executive of the Employee Proprietary
Information and Inventions Agreement referred to in Section 8.1, any provision
of Section 8.2 of this Agreement, or any other confidentiality agreement he is a
party to with the Company.




(c)  Complete
Disability.  “Complete
Disability” shall mean the inability of the Executive to perform the
Executive’s duties under this Agreement because the Executive has become
permanently disabled within the meaning of any policy of disability income
insurance covering employees of the Company then in force.  In the
event the Company has no policy of disability income insurance covering
employees of the Company in force when the Executive becomes disabled, the term
Complete Disability shall mean the inability of the Executive to perform the
Executive’s duties under this Agreement by reason of any incapacity, physical or
mental, which the Board, based upon medical advice or an opinion provided by a
licensed physician acceptable to the Board, determines to have incapacitated the
Executive from satisfactorily performing the Executive’s usual services for the
Company for a period of at least one hundred eighty (180) consecutive days
during any 12-month period.







.










5.
            Change
      Of Control Termination Benefits




5.1  Change of Control
Severance.  In the event that within twelve (12) months
following a Change of Control either: (A) the Executive’s employment with the
Company is terminated by the Company without Cause (as defined in
Section 4.3), or (B) a condition arises that triggers the Executive’s right
to give notice of resignation for Good Reason (as defined in Section 4.3), and
the Executive actually terminates his employment for Good Reason , within the
applicable time periods thereafter as provided under Section 4.3, in either case
subject to fulfillment of the Release and Waiver requirements of
Section 4.2, the Company shall provide the Executive with the following
severance benefits:




(a)  In
addition to the cash severance payable under Section 4.2(a), the Executive
shall be entitled to severance pay in the form of a single lump sum payment
equal to (A) one hundred percent (100%) of Executive’s Annual Base Compensation
Amount, plus (B) the average annual bonus actually payable for the last
two (2) fiscal years of the Company (with the target bonus used in lieu of
the actual bonus if less than two (2) years of bonus history are in
existence).




(b)  Notwithstanding
any vesting terms of any stock option grants, the vesting of all outstanding
stock options held by the Executive will automatically accelerate and any
outstanding stock options held by the Executive as of the date of such
termination shall continue to be exercisable for twelve (12) months (rather
than one hundred twenty (120) days) following such termination, but in no
event beyond the maximum permitted expiration date (e.g., expiration of the
five (5) year term) of such stock options.




5.2  Definitions.  For
purposes of this Section 5, the following definitions shall apply:




(a)  Change of
Control.  “Change of
Control” shall mean the occurrence of any of the following
events:




(i)  the
closing of the sale, transfer or other disposition of all or substantially all
of the Company’s assets or the exclusive license of substantially all of the
intellectual property of the Company material to the business of the Company
resulting in the Company being unable to continue its business as in effect
prior to such license; provided, however, that a mortgage, pledge or grant of a
security interest to a bona fide lender shall not by itself constitute a Change
of Control;




(ii)  the
consummation of a merger or consolidation of the Company with or into another
entity in which the stockholders of the Company exchange their shares of capital
stock of the Company for cash, stock, property or other consideration (except
one in which the stockholders of the Company as constituted immediately prior to
such transaction continue to hold after the transaction at least 70% of the
voting power of the capital stock of the Company or the surviving or acquiring
entity or parent entity of the surviving or acquiring entity);







.










(iii)  the
closing of the acquisition, in one transaction or a series of related
transactions by a person or group of affiliated persons (other than an
underwriter of the Company’s securities), of beneficial ownership of 30% or more
of the outstanding voting stock of the Company;




(iv)  individuals
who, on the Effective Date of this Agreement are members of the Board (the
“Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the
Board; provided, however, that if the appointment or election (or nomination for
election) of any new Board member was approved or recommended by a majority vote
of the members of the Incumbent Board then still in office, such new member
shall, for purposes of this Plan, be considered as a member of the Incumbent
Board;




(v)  provided,
however, that a transaction under clauses (ii) or (iii) above shall not
constitute a Change of Control: (A) if its primary purpose is to change the
state of the Company’s incorporation, (B) if its primary purpose is to create a
holding company that will be owned in substantially the same proportions by the
persons who held the Company’s securities immediately prior to such transaction,
or (C) if it is a bona fide equity financing in which the Company is the
surviving corporation.




6.
            Tax
      Treatment




6.1  Notwithstanding
anything contained in this Agreement to the contrary, to the extent that any
payment or benefit (within the meaning of Section 280G(b)(2) of the Code to the
Executive or for the Executive’s benefit, paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise in connection
with, or arising out of, the Executive’s employment with the Company or a Change
of Control (a “Payment”
or “Payments”),
would be subject to the excise tax imposed under Code Section 4999, or any
interest or penalties are incurred by the Executive with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise
Tax”), the Payments shall be reduced (but not below zero) if and to the
extent that a reduction in the Payments would result in the Executive retaining
a larger amount, on an after-tax basis (taking into account federal, state and
local income taxes and the Excise Tax), than if the Executive received all of
the Payments (any such reduced amount is hereinafter referred to as the “Limited
Payment Amount”).  The Company shall reduce or eliminate the
Payments by (i) first reducing or eliminating those payments which are payable
in cash and then (ii) by reducing or eliminating acceleration of stock options,
in reverse order beginning with the options that but for the acceleration would
have vested the farthest in time from the Determination (as hereinafter
defined).  Any notice given by the Executive pursuant to the preceding
sentence shall take precedence over the provisions of any other plan,
arrangement or agreement governing the Executive’s rights and entitlements to
any benefits or compensation.







.










6.2  An
initial determination as to whether the Payments shall be reduced to the Limited
Payment Amount and the amount of such Limited Payment Amount shall be made, at
the Company’s expense, by the accounting firm that is the Company’s independent
accounting firm as of the date of the Change of Control (the “Accounting
Firm”).  The Accounting Firm shall provide its determination
(the “Determination”),
together with detailed supporting calculations and documentation, to the Company
and the Executive within five (5) days of the Termination Date, if applicable,
or such other time as requested by the Company or by the Executive (provided the
Executive reasonably believes that any of the Payments may be subject to the
Excise Tax) and, if the Accounting Firm determines that no Excise Tax is payable
by the Executive with respect to a Payment or Payments, it shall furnish the
Executive with an opinion reasonably acceptable to the Executive that no Excise
Tax will be imposed with respect to any such Payment or
Payments.  Within ten (10) days of the delivery of the Determination
to the Executive, the Executive shall have the right to dispute the
Determination (the “Dispute”).  If
there is no Dispute, the Determination shall be binding, final and conclusive
upon the Company and the Executive, subject to the application of Section 6.3
below.




6.3  As a
result of the uncertainty in the application of Sections 4999 and 280G of the
Code, it is possible that the Payments to be made to, or provided for the
benefit of, the Executive either will be greater (an “Excess
Payment”) or less (an “Underpayment”)
than the amounts provided for by the limitations contained in Section
6.1.




(a)  If it is
established, pursuant to a final determination of a court or an Internal Revenue
Service (the “IRS”)
proceeding which has been finally and conclusively resolved, that an Excess
Payment has been made, the Executive must repay such Excess Payment to the
Company; provided, that no Excess Payment will be repaid by the Executive to the
Company unless, and only to the extent that, the repayment would either reduce
the amount on which the Executive is subject to tax under Code Section 4999 or
generate a refund of tax imposed under Code Section 4999.




(b)  In the
event that it is determined, by (i) the Accounting Firm, the Company (which
shall include the position taken by the Company, or together with its
consolidated group, on its federal income tax return) or the IRS, (ii) pursuant
to a determination by a court, or (iii) upon the resolution to the Executive’s
satisfaction of the Dispute, that an Underpayment has occurred, the Company
shall pay an amount equal to the Underpayment to the Executive within ten (10)
days of such determination or resolution, together with interest on such amount
at the applicable federal rate under Code Section 7872(f)(2) from the date such
amount would have been paid to the Executive until the date of
payment.




7.
            Application of Internal Revenue
      Code Section 409A




7.1  Notwithstanding
anything to the contrary set forth herein, any payments and benefits provided
under this Agreement (the “Severance
Benefits”) that constitute “deferred compensation” within the meaning of
Section 409A of the Code and the regulations and other guidance thereunder and
any state law of similar effect (collectively “Section
409A”) shall not commence in connection with the Executive’s termination
of employment unless and until the Executive has also incurred a “separation
from service” (as such term is defined in Treasury Regulation Section
1.409A-1(h) (“Separation From
Service”).







.










7.2  For the
avoidance of doubt, it is intended that payments of the Severance Benefits set
forth in this Agreement satisfy, to the greatest extent possible, the exemptions
from the application of Section 409A provided under Treasury Regulation Sections
1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).  However, if the
Company (or, if applicable, the successor entity thereto) determines that the
Severance Benefits constitute “deferred compensation” under Section 409A and the
Executive is, on the termination of the Executive’s service, a “specified
employee” of the Company or any successor entity thereto, as such term is
defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent
necessary to avoid the incurrence of the adverse personal tax consequences under
Section 409A, the timing of the Severance Benefit payment shall be delayed until
the earlier to occur of: (i) the date that is six months and one day after the
Executive’s Separation From Service”) or (ii) the date of the Executive’s death
(such applicable date, the “Specified
Employee Initial Payment Date”), the Company (or the successor entity
thereto, as applicable) shall pay to the Executive a lump sum amount equal to
the Severance Benefit payment that the Executive would otherwise have received
through the Specified Employee Initial Payment Date if the payment of the
Severance Benefits had not been so delayed pursuant to this
Section.




8.
            Confidential
      And Proprietary Information;
Nonsolicitation.




8.1  As a
condition of continued employment the Executive agrees to execute and abide by
the Employee Proprietary Information and Inventions Agreement in the form
attached hereto as Exhibit
B.




8.2  While
employed by the Company and for one (1) year thereafter, the Executive agrees
that in order to protect the Company’s confidential information from
unauthorized use, that the Executive will not without the consent of the
Company, either directly or through others, solicit or attempt to solicit,
engage or hire (a) any employee, consultant or independent contractor of the
Company to terminate his or her relationship with the Company in order to become
an employee, consultant or independent contractor to or for any other person or
business entity; or (b) the business of any customer, supplier, service
provider, vendor or distributor of the Company which, at the time of termination
or one (1) year immediately prior thereto, was doing business with the Company
or listed on Company’s customer, supplier, service provider, vendor or
distributor list.




9.
            Assignment
      Of Inventions.




The
Executive hereby assigns to the Company any and all right, title, and interest
in any invention which he has developed during the period which the Executive
has acted as a consultant to the Company or has been employed by the Company
which (i) relates to the Company’s business or anticipated research or
development, (ii) resulted from any work performed for the Company by the
Executive, or (iii) was developed by the Executive using the Company’s
facilities or resources.




10.
            Assignment
      And Binding Effect.




This
Agreement shall be binding upon and inure to the benefit of the Executive and
the Executive’s heirs, executors, personal representatives, assigns,
administrators and legal representatives.  Because of the unique and
personal nature of the Executive’s duties under this Agreement, neither this
Agreement nor any rights or obligations under this Agreement shall be assignable
by the Executive.  This Agreement shall be binding upon and inure to
the benefit of the Company and its successors, assigns and legal
representatives.  As a condition to entering into an acquisition
agreement, the Company will require any acquiror or successor to assume its
obligations under this Agreement.











11.
            Choice
      Of Law.




This
Agreement is made in El Cajon, California.  This Agreement shall be
construed and interpreted in accordance with the internal laws of the State of
California (without giving effect to principles of conflicts of
law).




12.
            Integration.




This
Agreement, including Exhibits
A and B hereto,
contains the complete, final and exclusive agreement of the Parties relating to
the terms and conditions of the Executive’s employment and the termination of
the Executive’s employment, and supersedes all prior and contemporaneous oral
and written employment agreements or arrangements between the Parties and
between the Executive and the Company.




13.
            Amendment.




This
Agreement cannot be amended or modified except by a written agreement signed by
the Executive and the Board representative specifically authorized by the Board
to execute any such amendment or modification to this Agreement on behalf of the
Company.




14.
            Survival
      Of Certain Provisions.




Sections
3.4, 3.8, 4 through 12, 14 through 18, 20 and 22 shall survive the termination
of this Agreement.




15.
            Waiver.




No term,
covenant or condition of this Agreement or any breach thereof shall be deemed
waived, except with the written consent of the Party against whom the wavier is
claimed, and any waiver or any such term, covenant, condition or breach shall
not be deemed to be a waiver of any preceding or succeeding breach of the same
or any other term, covenant, condition or breach.




16.
            Severability.




The
finding by a court of competent jurisdiction of the unenforceability, invalidity
or illegality of any provision of this Agreement shall not render any other
provision of this Agreement unenforceable, invalid or illegal.  Such
court shall have the authority to modify or replace the invalid or unenforceable
term or provision with a valid and enforceable term or provision which most
accurately represents the Parties’ intention with respect to the invalid or
unenforceable term or provision.  Any such invalid or unenforceable
term or provision shall be revised to the minimum extent necessary to make any
such term or provision valid or enforceable in accordance with the Parties’
intentions with respect to such term or provision.







.















17.
            Interpretation;
      Construction.




The
headings set forth in this Agreement are for convenience of reference only and
shall not be used in interpreting this Agreement.  The Parties
acknowledge that each Party and its counsel has reviewed and revised, or had an
opportunity to review and revise, this Agreement, and the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this
Agreement.




18.
            Representations
      And Warranties.




The
Executive represents and warrants that the Executive is not restricted or
prohibited, contractually or otherwise, from entering into and performing each
of the terms and covenants contained in this Agreement, and that Executive’s
execution and performance of this Agreement will not violate or breach any other
agreements between the Executive and any other person or entity.




19.
            Counterparts;
      Facsimile.




This
Agreement may be executed in two counterparts, each of which shall be deemed an
original, all of which together shall contribute one and the same
instrument.  Facsimile signatures shall be treated the same as
original signatures.




20.
            Venue.




The
Executive and the Company agree that any and all disputes, claims, or causes of
action, in law or equity, arising from or relating to the Executive’s
employment, or the termination of that employment, shall be maintained
exclusively in the East County Regional Center of the San Diego County Superior
Court, State of California.




21.
            Advertising
      Waiver.




During
the Term the Executive agrees to permit the Company and/or its Affiliates, and
persons or other organizations authorized by the Company and/or its Affiliates,
to use, publish and distribute advertising or sales promotional literature
concerning the products and/or services of the Company and/or its Affiliates, or
the machinery and equipment used in the provision thereof, in which the
Executive’s name and/or pictures of the Executive taken in the course of the
Executive’s provision of services to the Company and/or its Affiliates,
appear.  The Executive hereby waives and releases any claim or right
the Executive may otherwise have arising out of such use, publication or
distribution.




22.
            Specific
      Enforcement.




If
necessary and where appropriate, the Company shall have the right to enforce the
provisions of Sections 2.2, 2.3, 8, and 9 of this Agreement by injunction,
specific performance or other equitable relief without bond and without
prejudice to any other rights and remedies the Company may have for a breach of
such Sections of this Agreement.







.














IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.




Executive                                                                Pure
Bioscience








/s/Andrew J.
Buckland                                                      /s/ Michael L.
Krall


Andrew J.
Buckland                                                                           Michael L.
Krall, President and Chief ExecutiveOfficer











.





Exhibit
A





RELEASE
AND WAIVER OF CLAIMS




In
consideration of the payments and other benefits set forth in Section 4.2 of the
Employment Agreement dated October 12, 2009, (the “Employment
Agreement”), to which this form is attached, I, Andrew J.
Buckland, hereby furnish Pure
Bioscience(the “Company”),
with the following release and waiver (“Release and
Waiver”).




In
exchange for the consideration provided to me by the Employment Agreement that I
am not otherwise entitled to receive, I hereby generally and completely release
the Company and its directors, officers, employees, shareholders, partners,
agents, attorneys, predecessors, successors, parent and subsidiary entities,
insurers, Affiliates, and assigns from any and all claims, liabilities and
obligations, both known and unknown, that arise out of or are in any way related
to events, acts, conduct, or omissions occurring relating to my employment or
the termination thereof prior to my signing this Release and
Waiver.  This general release includes, but is not limited to: (1) all
claims arising out of or in any way related to my employment with the Company or
the termination of that employment; (2) all claims related to my compensation or
benefits from the Company, including, but not limited to, salary, bonuses,
commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in the Company;
(3) all claims for breach of contract, wrongful termination, and breach of the
implied covenant of good faith and fair dealing; (4) all tort claims, including,
but not limited to, claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (5) all federal, state, and local
statutory claims, including, but not limited to, claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, the federal Age Discrimination in Employment Act of
1967 (as amended) (“ADEA”),
and the California Fair Employment and Housing Act (as
amended).  Notwithstanding the foregoing, this Release and Waiver,
shall not release or waive my rights: to indemnification under the articles and
bylaws of the Company or applicable law, including without limitations,
California Labor Code Sections 2800 and 2802; to payments under Section 4.2 of
the Employment Agreement; under any provision of the Employment Agreement that
survives the termination of that agreement; under the California Workers’
Compensation Act; under any option, restricted share or other agreement
concerning any equity interest in the Company; as a shareholder of the Company
or any other right that is not waivable under applicable law.




I also
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows:  “A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”  I
hereby expressly waive and relinquish all rights and benefits under that section
and any law of any jurisdiction of similar effect with respect to any claims I
may have against the Company.











I
acknowledge that, among other rights, I am waiving and releasing any rights I
may have under ADEA, that this Release and Waiver is knowing and voluntary, and
that the consideration given for this Release and Waiver is in addition to
anything of value to which I was already entitled as an executive of the
Company.  If I am 40 years of age or older upon execution of this
Release and Waiver, I further acknowledge that I have been advised, as required
by the Older Workers Benefit Protection Act, that:  (a) the release
and waiver granted herein does not relate to claims under the ADEA which may
arise after this Release and Waiver is executed; (b) I should consult with an
attorney prior to executing this Release and Waiver; and (c) I have twenty-one
(21) days from the date of termination of my employment with the Company in
which to consider this Release and Waiver (although I may choose voluntarily to
execute this Release and Waiver earlier); (d) I have seven (7) days following
the execution of this Release and Waiver to revoke my consent to this Release
and Waiver; and (e) this Release and Waiver shall not be effective until the
seven (7) day revocation period has expired unexercised.




This
Release and Waiver constitutes the complete, final and exclusive embodiment of
the entire agreement between the Company and me with regard to the subject
matter hereof.  I am not relying on any promise or representation by
the Company that is not expressly stated herein.  This Release and
Waiver may only be modified by a writing signed by both me and a duly authorized
officer of the Company.









Date:                                                      By:


ANDREW J. BUCKLAND







.





Exhibit
B




PURE
BIOSCIENCE




EMPLOYEE
PROPRIETARY INFORMATION




AND
INVENTIONS AGREEMENT




In consideration of my employment or
continued employment by PURE
Bioscience (the "Company"), and the
compensation now and hereafter paid to me, I hereby agree as
follows:




1.  Nondisclosure




1.1  Recognition of Company's Rights;
Nondisclosure.  At all times during my employment and
thereafter, I will hold in strictest confidence and will not disclose, use,
lecture upon or publish any of the Company's and/or its Affiliates’ Proprietary
Information (defined below), except as such disclosure, use or publication may
be required in connection with my work for the Company, or unless an officer of
the Company expressly authorizes such in writing.  I will obtain
Company's written approval before publishing or submitting for publication any
material (written, verbal, or otherwise) that relates to my work at Company
and/or incorporates any Proprietary Information.  I hereby assign to
the Company any rights I may have or acquire in such Proprietary Information and
recognize that all Proprietary Information shall be the sole property of the
Company and its assigns.  For purposes of this Agreement, “Affiliate” means, with
respect to any specific entity, any other entity that, directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under
common control with such specified entity.




1.2  Proprietary
Information.The term "Proprietary Information" shall
mean any and all confidential and/or proprietary knowledge, data or information
of the Company and/or its Affiliates.  By way of illustration but not
limitation, "Proprietary
Information" includes (a) trade secrets, inventions, mask works,
ideas, processes, formulas, source and object codes, data, programs, other works
of authorship, know-how, improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as "Inventions"); and
(b) information regarding plans for research, development, new products,
marketing and selling, business plans, budgets and unpublished financial
statements, licenses, prices and costs, suppliers and customers; and (c)
information regarding the skills and compensation of other employees of the
Company and/or its Affiliates.  Notwithstanding the foregoing, it is
understood that, at all such times, I am free to use information which is
generally known in the trade or industry, which is not gained as result of a
breach of this Agreement, and my own, skill, knowledge, know-how and experience
to whatever extent and in whichever way I wish.




1.3  Third Party
Information.  I understand, in addition, that the Company has
received and in the future will receive from third parties confidential or
proprietary information ("Third
Party Information") subject to a duty on the Company's part to maintain
the confidentiality of such information and to use it only for certain limited
purposes.  During the term of my employment and thereafter, I will
hold Third Party Information in the strictest confidence and will not disclose
to anyone (other than Company personnel who need to know such information in
connection with their work for the Company) or use, except in connection with my
work for the Company, Third Party Information unless expressly authorized by an
officer of the Company in writing.











1.4  No Improper Use of Information of
Prior Employers and Others.  During my employment by the
Company I will not improperly use or disclose any confidential information or
trade secrets, if any, of any former employer or any other person to whom I have
an obligation of confidentiality, and I will not bring onto the premises of the
Company any unpublished documents or any property belonging to any former
employer or any other person to whom I have an obligation of confidentiality
unless consented to in writing by that former employer or person.  I
will use in the performance of my duties only information which is generally
known and used by persons with training and experience comparable to my own,
which is common knowledge in the industry or otherwise legally in the public
domain, or which is otherwise provided or developed by the Company.




2.
            Assignment
      of Inventions.




2.1  Proprietary
Rights.  The term "Proprietary Rights" shall mean
all trade secret, patent, copyright, mask work and other intellectual property
rights throughout the world.




2.2  Prior
Inventions.  Inventions, if any, patented or unpatented, which
I made prior to the commencement of my employment with the Company are excluded
from the scope of this Agreement.  To preclude any possible
uncertainty, I have set forth on Exhibit B(Previous
Inventions) attached hereto a complete list of all Inventions that I have, alone
or jointly with others, conceived, developed or reduced to practice or caused to
be conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the property
of third parties and that I wish to have excluded from the scope of this
Agreement (collectively referred to as "Prior
Inventions").  If disclosure of any such Prior Invention would
cause me to violate any prior confidentiality agreement, I understand that I am
not to list such Prior Inventions in Exhibit B but am only to
disclose a cursory name for each such invention, a listing of the party(ies) to
whom it belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Exhibit B for such
purpose.  If no such disclosure is attached, I represent that there
are no Prior Inventions.  If, in the course of my employment with the
Company, I incorporate a Prior Invention into a Company product, process or
machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention.  Notwithstanding the foregoing, I
agree that I will not incorporate, or permit to be incorporated, Prior
Inventions in any Company Inventions without the Company's prior written
consent.




2.3  Assignment of
Inventions.  Subject to Sections 2.4, and 2.6, I hereby assign
and agree to assign in the future (when any such Inventions or Proprietary
Rights are first reduced to practice or first fixed in a tangible medium, as
applicable) to the Company all my right, title and interest in and to any and
all Inventions (and all Proprietary Rights with respect thereto) whether or not
patentable or registrable under copyright or similar statutes, made or conceived
or reduced to practice or learned by me, either alone or jointly with others,
during the period of my employment with the Company.  Inventions
assigned to the Company, or to a third party as directed by the Company pursuant
to this Section 2, are hereinafter referred to as "Company
Inventions."











2.4  Nonassignable
Inventions.  This Agreement does not apply to an Invention
which qualifies fully as a nonassignable Invention under Section 2870 of
the California Labor Code (hereinafter "Section 2870").  I
have reviewed the notification on Exhibit A (Limited Exclusion
Notification) and agree that my signature acknowledges receipt of the
notification.




2.5  Obligation to Keep Company
Informed.  During the period of my employment and for six (6)
months after termination of my employment with the Company, I will promptly
disclose to the Company fully and in writing all Inventions authored, conceived
or reduced to practice by me, either alone or jointly with others.  In
addition, I will promptly disclose to the Company all patent applications filed
by me or on my behalf within a year after termination of
employment.  At the time of each such disclosure, I will advise the
Company in writing of any Inventions that I believe fully qualify for protection
under Section 2870; and I will at that time provide to the Company in
writing all evidence necessary to substantiate that belief.  The
Company will keep in confidence and will not use for any purpose or disclose to
third parties without my consent any confidential information disclosed in
writing to the Company pursuant to this Agreement relating to Inventions that
qualify fully for protection under the provisions of
Section 2870.  I will preserve the confidentiality of any
Invention that does not fully qualify for protection under
Section 2870.




2.6  Government or Third
Party.  I also agree to assign all my right, title and interest
in and to any particular Company Invention to a third party, including without
limitation the United States, as directed by the Company.




2.7  Works for Hire.  I
acknowledge that all original works of authorship which are made by me (solely
or jointly with others) within the scope of my employment and which are
protectable by copyright are "works made for hire," pursuant to United States
Copyright Act (17 U.S.C., Section 101).




2.8  Enforcement of Proprietary
Rights.  I will assist the Company in every proper way to
obtain, and from time to time enforce, United States and foreign Proprietary
Rights relating to Company Inventions in any and all countries.  To
that end I will execute, verify and deliver such documents and perform such
other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining
and enforcing such Proprietary Rights and the assignment thereof.  In
addition, I will execute, verify and deliver assignments of such Proprietary
Rights to the Company or its designee.  My obligation to assist the
Company with respect to Proprietary Rights relating to such Company Inventions
in any and all countries shall continue beyond the termination of my employment,
but the Company shall compensate me at a reasonable rate after my termination
for the time actually spent by me at the Company's request on such
assistance.




In the
event the Company is unable for any reason, after reasonable effort, to secure
my signature on any document needed in connection with the actions specified in
the preceding paragraph, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact,
which appointment is coupled with an interest, to act for and in my behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph with the same
legal force and effect as if executed by me.  I hereby waive and
quitclaim to the Company any and all claims, of any nature whatsoever, which I
now or may hereafter have for infringement of any Proprietary Rights assigned
hereunder to the Company.





3.  Records.I agree to
keep and maintain adequate and current records (in the form of notes, sketches,
drawings and in any other form that may be required by the Company) of all
Proprietary Information developed by me and all Inventions made by me during the
period of my employment at the Company, which records shall be available to and
remain the sole property of the Company at all times.




4.  Additional
Activities.    I agree that during the period of my
employment by the Company I will not, without the Company's express written
consent, engage in any employment or business activity which is competitive
with, or would otherwise conflict with, my employment by the
Company.  I agree further that for the period of my employment by the
Company and for one (l) year after the date of termination of my employment by
the Company I will not induce any employee of the Company to leave the employ of
the Company.




5.  No
Conflicting Obligation.  I represent that my performance of all
the terms of this Agreement and as an employee of the Company does not and will
not breach any agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company.  I have
not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict herewith.




6.  Return of
Company Documents.  When I leave the employ of the Company, I
will deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, formulas, and documents, together with all copies
thereof, and any other material containing or disclosing any Company Inventions,
Third Party Information or Proprietary Information of the Company.  I
further agree that any property situated on the Company's premises and owned by
the Company, including disks and other storage media, filing cabinets or other
work areas, is subject to inspection by Company personnel at any time with or
without notice.  Prior to leaving, I will cooperate with the Company
in completing and signing the Company's termination statement.




7.  Legal and
Equitable Remedies.  Because my services are personal and
unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond and without prejudice to any
other rights and remedies that the Company may have for a breach of this
Agreement.




8.  Notices.  Any
notices required or permitted hereunder shall be given to the appropriate party
at the address specified below or at such other address as the party shall
specify in writing.  Such notice shall be deemed given upon personal
delivery to the appropriate address or if sent by certified or registered mail,
three (3) days after the date of mailing.




9.  Notification
of New Employer.  In the event that I leave the employ of the
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement.











10.
            General
      Provisions.




10.1  Governing Law; Consent to Personal
Jurisdiction.  This Agreement will be governed by and construed
according to the laws of the State of California, as such laws are applied to
agreements entered into and to be performed entirely within California between
California residents.




10.2  Severability.  In
case any one or more of the provisions contained in this Agreement shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the other provisions
of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained
herein.  If moreover, any one or more of the provisions contained in
this Agreement shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent compatible with
the applicable law as it shall then appear.




10.3  Successors and
Assigns.  This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors, and its assigns.




10.4  Survival.  The
provisions of this Agreement shall survive the termination of my employment and
the assignment of this Agreement by the Company to any successor in interest or
other assignee.




10.5  Employment.  I agree
and understand that nothing in this Agreement shall confer any right with
respect to continuation of employment by the Company, nor shall it interfere in
any way with my right or the Company's right to terminate my employment at any
time, with or without cause.




10.6  Waiver.  No waiver
by the Company of any breach of this Agreement shall be a waiver of any
preceding or succeeding breach.  No waiver by the Company of any right
under this Agreement shall be construed as a waiver of any other
right.  The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.




10.7  Entire
Agreement.  The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously employed,
or am in the future employed, by the Company as a consultant if no other
agreement governs nondisclosure and assignment of inventions during such
period.  This Agreement is the final, complete and exclusive agreement
of the parties with respect to the subject matter hereof and supersedes and
merges all prior discussions between us.  No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing and signed by the party to be
charged.  Any subsequent change or changes in my duties, salary or
compensation will not affect the validity or scope of this
Agreement.




This Agreement shall be effective as
of the Effective Date, namely: October 12, 2009.




I have read this Agreement carefully
and understand its terms.  I have completely filled out Exhibit D
to this Agreement.




Dated:  October
12, 2009




/s/ Andrew J.
Buckland


(Signature)




ANDREW J.
BUCKLAND


(Printed
Name)




Accepted
and Agreed To:




PURE
Bioscience




By:/s/Michael L.
Krall




Title:Chief Executive
Officer




Dated:
October 12, 2009












.





Exhibit
C




LIMITED
EXCLUSION NOTIFICATION




This is to
notifyyou in accordance with Section 2872 of the California Labor Code
that the foregoing Agreement between you and the Company does not require you to
assign or offer to assign to the Company any invention that you developed
entirely on your own time without using the Company's equipment, supplies,
facilities or trade secret information except for those inventions that
either:




1.
            Relate
      at the time of conception or reduction to practice of the invention to the
      Company's business, or actual or demonstrably anticipated research or
      development of the Company;




2.
            Result
      from any work performed by you for the
Company.




To the extent a provision in the
foregoing Agreement purports to require you to assign an invention otherwise
excluded from the preceding paragraph, the provision is against the public
policy of this state and is unenforceable.




This limited exclusion does not apply
to any patent or invention covered by a contract between the Company and the
United States or any of its agencies requiring full title to such patent or
invention to be in the United States.




I
acknowledge receiptof a copy of this notification.




By:/s/ Andrew J.
      Buckland


(Printed
      Name of Employee)




Date:
      October 12, 2009


Witnessed
      by:




Michael L.
      Krall


(Printed
      Name of Representative)





.





Exhibit
D




TO:
            PURE
      Bioscience




FROM:




DATE:




SUBJECT:
            Previous
      Inventions




1.           Except
as listed in Section 2 below, the following is a complete list of all inventions
or improvements relevant to the subject matter of my employment by PURE
Bioscience (the "Company") that have been made
or conceived or first reduced to practice by me alone or jointly with others
prior to my engagement by the Company:







No inventions
or improvements.




See below:



















Additional
      sheets attached.




2.           Due
to a prior confidentiality agreement, I cannot complete the disclosure under
Section 1 above with respect to inventions or improvements generally listed
below, the proprietary rights and duty of confidentiality with respect to which
I owe to the following party(ies).




Invention or
Improvement                                                                Party(ies)Relationship




1.




2.




3.




Additional
      sheets attached.