Exhibit 10.1 Nedwin Employment Agreement


    Exhibit
      10.1

    
      

    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”)
      is
      made and entered into as of 16th day of March, 2006 (the “Agreement
      Date”),
      by
      and between DYADIC INTERNATIONAL, INC., a Delaware corporation (the
“Company”),
      and
      GLENN E. NEDWIN (the “Executive”)
      and
      effective as of the date Executive is able to commence his employment by the
      Company, but in no event later than the date fixed by the provisions of Section
      1.11 hereof (the “Effective
      Date”)
      . The
      Company and the Executive are sometimes hereinafter collectively referred to
      as
      the “parties”
and
      individually as a “party.”
      Certain capitalized terms used in this Agreement are defined in Article VII
      hereof.

    


    RECITALS

    


    A. The
      Company wishes to employ the Executive, and the Executive wishes to be employed
      by the Company, as (i) the Company’s Chief Scientific Officer, (ii) an Executive
      Vice President of the Company and (iii) the President of the BioSciences
      business (the “BioSciences
      Business”)
      of the
      Company’s wholly-owned subsidiary, Dyadic International (USA), Inc., a Florida
      corporation (“Dyadic-Florida”).
      As a
      condition of, and as consideration for, that employment, the Company requires
      that this Agreement be entered into pursuant to which the Executive is hereby
      knowingly and intentionally furnishing the Company with, among other things,
      the
      suite of proprietary covenants of the Executive in favor of the Company set
      forth in Article IV hereof. 

    


    B. As
      of the
      date of this Agreement the Company intends and expects to open a research and
      development (“R
      & D”)
      facility in or near Davis, California (the “California
      Facility”)
      within
      two (2) years after the Effective Date, in the sole discretion and business
      judgment of the Board of Directors of the Company (the “Board”),
      which
      is a material inducement to Executive to enter into this Agreement, provided
      that the Executive, by his execution and delivery of this Agreement, expressly
      acknowledges that the Board must act in the best interests of the Company’s
      stockholders and will be governed accordingly in its decisions regarding the
      California Facility.

    


    C. The
      Company maintains the “Dyadic International, Inc. 2001 Equity Compensation Plan”
(as the same may be amended, restated or otherwise modified, the “Equity
      Compensation Plan”)
      pursuant to which the Company is authorized to grant stock options to purchase
      shares of Common Stock of the Company (“Shares”)
      to
      employees, officers, directors, consultants and advisors of the Company and
      its
      Subsidiaries.

    


    D. As
      additional consideration for the Executive’s execution and delivery of this
      Agreement, and to incentivize and reward his effort, loyalty and commitment
      to
      the Company, concurrent therewith the Company has granted to the Executive
      two
      certain stock options (each an “Option”
and
      collectively, the “Options”)
      to
      purchase Shares under and pursuant to the terms of the Equity Compensation
      Plan
      and Stock Option Agreements in the form of Exhibit
      A-1
      and
Exhibit
      A-2
      attached
      hereto and by this reference made a part hereof (the “Time-Vested
      Option”
and
      the
“Performance-Vested
      Option,”
      respectively, and without distinction, each a “Stock
      Option Agreement”
and
      collectively, the “Stock
      Option Agreements”).
      

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    E. The
      Executive expressly acknowledges that as a member of the Company’s senior
      management, he is one of the persons charged with primary responsibility for
      the
      implementation of the Company’s business plans, and that he will have regular
      access to various confidential and/or proprietary information relating to the
      Company, its Subsidiaries, their Affiliates and their businesses. Further,
      the
      Executive expressly acknowledges that the suite of proprietary covenants of
      the
      Executive in favor of the Company set forth in Article IV hereof which the
      Executive is knowingly and intentionally furnishing to the Company, are (i)
      being made both in consideration of the Company’s employment of the Executive
      and in consideration of the Company’s grant of the Options to the Executive and
      (ii) necessary to protect the legitimate business interests of the Company,
      its
      Subsidiaries and Affiliates and their respective businesses.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals, and the mutual agreements
      herein contained and other good and valuable consideration, the receipt and
      sufficiency of which are hereby mutually acknowledged, the parties hereby agree
      as follows:

    


    ARTICLE
      I

    EMPLOYMENT
      RELATIONSHIP

    


    1.1 Recitals.
      The
      Recitals to this Agreement are hereby incorporated herein and made a part
      hereof.

    


    1.2 Employment.
      Subject
      to the terms and conditions of this Agreement, the Company hereby agrees to
      employ the Executive to serve as (i) the Company’s Chief Scientific Officer,
      (ii) an Executive Vice President of the Company and (iii) the President of
      Dyadic-Florida’s BioSciences Business, and the Executive hereby accepts such
      employment, and agrees to perform
      his duties and responsibilities to the best of his abilities in a diligent,
      trustworthy, businesslike and efficient manner, and in compliance with the
      Dyadic International, Inc. Code of Business Conduct and Ethics, a copy of which
      appears on the Company’s website. 

    


    1.3 Duties;
      Reporting Authority.
      

    


    (a) The
      Executive shall report to the Company’s CEO, President or such other person or
      persons as may be designated by the Board or the CEO of the
      Company.

    


    (b) With
      respect to his role as Chief Scientific Officer of the Company, the Executive
      shall be responsible for all scientific and R&D related activities of the
      Company and each of its Subsidiaries, including but not limited to their
      respective relationships with their third party collaborators, the employment
      of
      all scientific personnel, and such other duties as shall be assigned him by
      the
      Board, the CEO or the President of the Company related thereto from time to
      time.

    


    (c) With
      respect to his role as President of the BioSciences Business, the Executive
      shall be responsible for strategic business development of corporate partnering,
      strategic alliance and material collaborative

    
      
         

        
        

      

      
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     research
      relationships (each a “Corporate
      Partnering Transaction”
as
      determined by the Board, in good faith), and such other duties as shall be
      assigned to him from time to time by the Board, the CEO or the President of
      the
      Company.

    


    (d) With
      respect to his role as an Executive Vice President of the Company, the Executive
      shall have such other duties and responsibilities as the Board, the CEO or
      the
      President of the Company may delegate to the Executive from time to time, and
      which are not inconsistent with any of his other assigned duties.

     

    1.4 Exclusive
      Employment.
      Except
      as expressly set forth in this Section 1.4, while he is employed by the Company
      hereunder, the Executive covenants to the Company that he will devote his entire
      business time, energy, attention and skill to the Company, its Subsidiaries
      and
      their Affiliates (except for permitted vacation periods and reasonable periods
      of illness or other incapacity), and use his good faith best efforts to promote
      the interests of the Company, its Subsidiaries and their Affiliates. The
      foregoing shall not be construed as prohibiting the Executive from spending
      such
      time as may be reasonably necessary to attend to his personal affairs and
      investments so long as such activities do not conflict or interfere with the
      Executive’s obligations and\or timely performance of his duties to the Company,
      its Subsidiaries and their Affiliates hereunder. The preceding to the contrary
      notwithstanding, the Executive is entitled to remain on the Boards of Directors
      of Air MD, Inc. and UC Davis Foundation, respectively, so long as (i) his duties
      to those entities do not conflict with his duties to the Company and (ii) such
      membership does not materially interfere with Executive’s performance of his
      duties for the Company.

    


    1.5 Executive
      Representations.  The
      Executive hereby represents and warrants to the Company that:

    


    (a) the
      Executive’s biographical information, job history and education heretofore
      furnished by him to the Company is true and complete in all material
      respects;

    


    (b) the
      execution, delivery and performance by the Executive of this Agreement and
      any
      other agreements contemplated hereby to which the Executive is a party, as
      a
      matter of California law, do not and shall not conflict with, breach, violate
      or
      cause a default under any contract, agreement, instrument, order, judgment
      or
      decree to which the Executive is a party or by which he is bound; 

    


    (c) except
      for that certain employment agreement dated December 5, 1991 by and between
      the
      Executive and his immediately prior employer, a true, complete and correct
      copy
      of which the Executive has heretofore furnished to the Company, and certain
      confidentiality agreements which the Executive is a party to which the Executive
      hereby warrants to the Company will have no material adverse affect on the
      Executive’s ability to perform his duties and obligations under this Agreement,
      the Executive is not a party to or bound by any employment agreement,
      non-competition agreement or confidentiality agreement with any other Person;
      

    
      
         

        
        

      

      
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    (d) upon
      the
      execution and delivery of this Agreement by the Company, this Agreement shall
      be
      the valid and binding obligation of the Executive, enforceable in accordance
      with its terms; and

    


    (e) Executive
      has consulted with independent legal counsel regarding his rights and
      obligations under this Agreement and fully understands the terms and conditions
      contained herein.

    


    1.6 Company
      Representations.
      The
      Company hereby represents and warrants to the Executive that:

    


    (a) the
      execution, delivery and performance by the Company
      of this Agreement and any other agreements contemplated hereby to which the
      Company is a party do not and shall not conflict with, breach, violate or cause
      a default under any contract, agreement, instrument, order, judgment or decree
      to which the Company is a party or by which it is bound; and

    


    (b) upon
      the
      execution and delivery of this Agreement by the Executive, this Agreement shall
      be the valid and binding obligation of the Company, enforceable in accordance
      with its terms. 

    


    1.7 Indemnification.
      

    


    (a) By
      the
      Executive.
      The
      Executive shall indemnify and hold the Company and its Subsidiaries and
      Affiliates harmless from and against any and all claims, demands, losses,
      judgments, costs, expenses, or liabilities incurred by the Company and/or any
      of
      its Subsidiaries or Affiliates arising out of or in connection with the breach
      of any representation or warranty of the Executive contained in this
      Agreement.

    


    (b) By
      the
      Company.
      The
      Company shall indemnify and hold the Executive harmless from and against any
      and
      all claims, demands, losses, judgments, costs, expenses, or liabilities incurred
      by the Executive arising out of or in connection with the breach of any
      representation or warranty of the Company contained in this Agreement. Further,
      the Company shall defend, indemnify and hold harmless the Executive (including
      without limitation, the prompt advance payment of all reasonable legal fees
      and
      expenses) to the fullest extent permitted by applicable law and the by-laws
      of
      the Company. Finally, the Executive shall enjoy such coverage as is afforded
      him
      under the terms of the D&O Insurance Policy maintained by the Company in
      effect from time to time.

    


    1.8 Board
      Seat.
      On or
      within ten (10) days following the Effective Date, the Company shall cause
      the
      Executive to be elected to the Board as a Class III director, whose term shall
      expire on the date of the Company’s 2007 annual stockholders’ meeting. During
      the Employment Period, the Executive shall continue to be eligible for
      reelection to the Board, unless he is unable or unwilling to serve on the
      Board.

    
      
         

        
        

      

      
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    1.9 Regular
      Travel to Company’s Florida Offices.
      The
      Executive expressly acknowledges and agrees that he will be required to spend
      a
      significant amounts of time at the Company’s Florida headquarters, consistent
      with the Company’s business needs or as requested by the Board, the CEO or the
      President of the Company. The Executive further expressly acknowledges that
      the
      Company anticipates requiring the Executive to spend at least sixty (60) days
      per calendar year at the Company’s Florida headquarters.

    


    1.10 Davis,
      California Office.
      Until
      such time as the Company is ready to open the California Facility, the Executive
      shall maintain an office in his home, or, at the election of either of the
      Executive or the Company, at an executive office suite. In either event, the
      Company shall furnish the Executive with a photocopier, personal computer,
      color
      printer, cell phone, fax, file cabinets and shredder, and such other office
      equipment as he and the Company shall reasonably determine are necessary, for
      his use. If and when the California Facility is opened, as determined by the
      Board, in its absolute discretion, the Executive shall relocate his office
      to
      the California Facility.

    


    1.11 Commencement
      of Employment.
      The
      Executive shall endeavor to commence the Employment Period as soon as possible,
      but in any event, not later than April 20, 2006. In the event that the Executive
      is unable or unwilling to commence the Employment Period on or before April
      20,
      2006, at the election of the Company, in its absolute discretion, this Agreement
      and the Option Agreements shall become null and void, and without further
      effect.

    


    ARTICLE
      II

    PERIOD
      OF EMPLOYMENT

    


    2.1 Employment
      Period.
      The
      Executive’s employment hereunder shall commence on the Effective Date and shall
      continue hereunder until the date fixed by the provisions of Section 2.2 hereof,
      subject to the early termination provisions of Article V hereof (the
“Employment
      Period”),
      it
      being acknowledged that the Company’s fiscal year ends on December 31, and that
      the Employment Period shall therefore be denominated in calendar
      years.

    


    2.2 Initial
      Term of Employment Period and Extension Terms.
      The
      Employment Period shall initially continue for a term commencing on the
      Effective Date and ending on December 31, 2008 (the
      “Initial
      Term”).
      The
      Employment Period shall be automatically extended for successive calendar years
      of the Company following the expiration of the Initial Term (each such one
      year
      period being hereinafter referred to as an “Extension
      Term”)
      upon
      the same terms and conditions provided for herein unless either party provides
      the other party with advance written notice of its or his intention not to
      extend the Employment Period; provided, however, that such notice must be
      delivered by the non-extending party to the other party not later than one
      hundred twenty (120) days prior to the expiration of the Initial Term or any
      Extension Term, as the case may be.

    
      
         

        
        

      

      
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    ARTICLE
      III

    COMPENSATION

    


    3.1 Annual
      Base Compensation. 
      During
      the Employment Period the Company shall pay to the Executive an annual base
      salary (the “Annual
      Base Compensation”)
      in the
      amount of $300,000.00, on a pro rata basis. The Annual Base Compensation shall
      be paid in regular installments in accordance with the Company’s general payroll
      practices, and shall be subject to all required federal, state and local
      withholding taxes. The Executive’s Annual Base Compensation shall be reviewed by
      the Chief Executive Officer and the Compensation Committee of the Board (the
      “Compensation
      Committee”)
      annually, and may, in the discretion of the Chief Executive Officer and the
      Compensation Committee be increased, provided that there shall be no obligation
      on the part of the Company to increase the Executive’s Annual Base Compensation.


    


    3.2 Potential
      Annual Target Bonuses.
      In
      respect of each calendar year falling within the Employment Period, the
      Executive shall be eligible to earn an annual bonus, depending upon the results
      of operation of the Company, its Subsidiaries and their Affiliates and the
      personal performance of the Executive, of up to twenty-five (25%) of the
      Executive’s Annual Base Compensation for that calendar year (the “Potential
      Annual Target Bonus”)
      in
      accordance with the terms of a bonus plan which shall be adopted and maintained
      in effect by the Compensation Committee for that calendar year. The amount
      of
      the Potential Annual Target Bonus, if any, which is earned by the Executive
      (the
“Bonusable
      Amount”)
      shall
      be paid by the Company to the Executive following the close of the Company’s
      calendar year consistent with the timing of similar bonus payments being made
      to
      other executives of the Company for such year, provided that, unless expressly
      provided otherwise herein, it shall be a condition precedent to the Executive’s
      right to receive any Bonusable Amount that the Executive be employed by the
      Company on the last day of that calendar year, regardless of any subsequent
      termination of employment. For calendar year 2006, the Executive shall be
      entitled to earn a pro rata share of his Potential Annual Target Bonus. In
      the
      absolute discretion of the Compensation Committee, the Executive may be entitled
      to receive an additional bonus, as and if the Compensation Committee shall
      determine from time to time.

    


    3.3 Expenses.
      During
      the Employment Period, the Executive shall be entitled to reimbursement of
      all
      travel, entertainment and other business expenses reasonably incurred in the
      performance of his duties for the Company, upon submission of all receipts
      and
      accounts with respect thereto, and approval by the Company thereof, in
      accordance with the business expense reimbursement policies adopted by the
      Company from time to time. 

    


    3.4 Vacation.
      In
      respect of each calendar year falling within the Employment Period, the
      Executive shall be entitled to five (5) weeks of vacation time, provided that
      unused vacation may be used by the Executive in the following calendar year
      only
      in accordance with and as permitted by the Company’s then current vacation
      policies in effect from time to time. 

    


    3.5 Other
      Fringe Benefits.
      During
      the Employment Period, the Executive shall be entitled to receive such of the
      Company’s other fringe benefits as are being provided to other employees of the
      Company holding officer positions with the Company comparable to the Executive’s
      position, including but not limited to health insurance benefits, disability
      benefits and retirement benefits. 

    
      
         

        
        

      

      
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    3.6 Grant
      of Stock Options.
      As
      additional consideration for the Executive’s execution and delivery of this
      Agreement, conferral upon the Company of the covenants set forth in Article
      IV
      hereof, and the Executive’s performance of his duties hereunder, concurrently
      with the execution and delivery of this Agreement, the parties are executing
      and
      delivering each of the Option Agreements pursuant to which the Company has
      granted to the Executive (i) the Time-Vested Option to purchase Four Hundred
      Forty Five Thousand Twenty Two (445,022) Shares for a per Share purchase price
      equal to the closing trading price of the Company’s shares on the American Stock
      Exchange (the “Amex”)
      on the
      Agreement Date, and (ii) the Performance-Vested Option to purchase Six Hundred
      Sixty-Seven, Five Hundred and Thirty Three (667,533) Shares for a per Share
      purchase price equal to two times the closing trading price of the Company’s
      shares on the Amex on the Agreement Date, each in accordance with and subject
      to
      all of the provisions of the Equity Compensation Plan, said exercise prices
      to
      be inserted into the Option Agreements by the Company’s Chief Financial Officer
      immediately following the close of trading on the Amex on the Agreement
      Date.

    


    3.7 Stock
      Award as Signing Bonus.
      Subject
      to the provisions of this Section 3.7, as
      additional consideration for entering into this Agreement, within twenty (20)
      business days following the Effective Date, in accordance with the provisions
      of
      the Equity Compensation Plan, the Company hereby grants to a “Stock Award” (as
      that term is defined in therein) of a number of shares of stock of the Company
      (“Stock
      Award Shares”)
      equal
      to the quotient of (x) $50,000 divided by (y) the closing price of the Company’s
      shares on the AmEx on the Effective Date, provided that as consideration
      therefore, the Executive shall, if
      he
      is
      paid a bonus from his immediately prior employer for services rendered by him
      in
      respect of that employment, pay to the Company an amount equal to the lesser
      of
      (x) the net after-tax cash bonus he collects from that former employer or (y)
      $50,000 (the “Bonus
      Share Payment”).
      The
      Executive shall be solely responsible for all individual income taxes and
      Executive’s portion of all payroll taxes imposed on Executive by reason of the
      issuance of the Stock Award Shares to him (i.e., the amount by which $50,000
      exceeds the amount of any Bonus Share Payment, if any), and prior to delivery
      of
      the stock certificate evidencing the Bonus Shares, as a condition to the
      delivery thereof, the Company shall collect from the Executive the aggregate
      amount of all such taxes, as reasonably determined by the Company. 

     

    ARTICLE
      IV

    COVENANTS
      OF THE EMPLOYEE

    


    4.1 Proprietary
      Rights.
      The
      Executive hereby expressly agrees that all research, Biological Materials,
      discoveries, inventions and innovations (whether or not reduced to practice
      or
      documented), improvements, developments, methods, designs, analyses, drawings,
      reports and all similar or related information (whether patentable or
      unpatentable, and whether or not reduced to writing), trade secrets (being
      information about the business of the Company, its Subsidiaries and their
      Affiliates which is considered by the Company or any such Subsidiary or
      Affiliate to be confidential and is proprietary to the Company or any such
      Subsidiary or Affiliate) and confidential information, copyrightable works,
      and
      similar and related information (in whatever form or medium), which (x) either
      (i) relate to the Company’s, its Subsidiaries’ or their Affiliates’ actual or
      anticipated business, research and 

    
      
         

        
        

      

      
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    development
      or existing or future products or services or (ii) result from any work
      performed by the Executive for the Company, its Subsidiaries or any of their
      Affiliates and (y) are conceived, developed, made or contributed to in whole
      or
      in part by the Executive during the Employment Period (“Work
      Product”)
      shall
      be and remain the sole and exclusive property of the Company, such Subsidiary
      or
      such Affiliate. The Executive shall communicate promptly and fully all Work
      Product to the Company.

    


    (a) Work
      Made for Hire.
      The
      Executive acknowledges that, unless otherwise agreed in writing by the Company,
      all Work Product eligible for any form of copyright protection made or
      contributed to in whole or in part by the Executive within the scope of the
      Executive’s employment by the Company during the Employment Period shall be
      deemed a “work made for hire” under the copyright laws and shall be owned by the
      Company, its Subsidiaries or their Affiliates, as applicable.

     

    (b) Assignment
      of Proprietary Rights.
      The
      Executive hereby assigns, transfers and conveys to the Company, and shall
      assign, transfer and convey to the Company, all right, title and interest in
      and
      to all inventions,
      ideas, improvements, designs, processes, trademarks, service marks, trade names,
      trade secrets, trade dress, data, discoveries and other proprietary assets
      and
      proprietary rights in and of the Work Product (the “Proprietary
      Rights”)
      for
      the Company’s exclusive ownership and use, together with all rights to sue and
      recover for past and future infringement or misappropriation thereof, provided
      that if a Subsidiary or Affiliate of the Company is the owner thereof, such
      assignment, transfer and conveyance shall be made to such Subsidiary or
      Affiliate, which shall enjoy exclusive ownership and use, together with all
      rights to sue and recover for past and future infringement or misappropriation
      thereof.

    


    (c) Further
      Instruments.  At
      the
      request of the Company (its Subsidiaries or their Affiliates, as the case may
      be), at all times during the Employment Period and thereafter, the Executive
      will promptly and fully assist the Company (its Subsidiaries or their
      Affiliates, as the case may be) in effecting the purpose of the foregoing
      assignment, including but not limited to the further acts of executing any
      and
      all documents necessary to secure for the Company (its Subsidiaries or their
      Affiliates, as the case may be) such Proprietary Rights and other rights to
      all
      Work Product and all confidential information related thereto, providing
      cooperation and giving testimony.

    


    (d) Inapplicability
      of Section 4.1 In Certain Circumstances. The
      Company expressly acknowledges and agrees that, and the Executive is hereby
      advised that, this Section 4.1 does not apply to any invention for which no
      equipment, supplies, facilities or trade secret information of the Company,
      its
      Subsidiaries or any of their Affiliates was used and which was developed
      entirely on the Executive’s own time, unless (i) the invention relates to
      the business of the Company, its Subsidiaries or any of their Affiliates or
      to
      the Company’s, its Subsidiaries’ or any of their Affiliates’ actual or
      demonstrably anticipated research or development or (ii) the invention results
      from any work performed by the Executive for the Company, its Subsidiaries
      or
      any of their Affiliates. The Executive has read and acknowledged Exhibit
      B-1,
      which
      provides notice of California Labor Code Section 2870. The Executive understands
      that the acknowledgement and assignment by him to the Company of Proprietary
      Rights does not apply to inventions that qualify fully under California Labor
      Code Section 2870(a).

    
      
        
           

          
          

        

        
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      The Executive understands that such assignment does not relate to any inventions
      on the Executive's own time using no resources of the Company, its Subsidiaries’
or Affiliates’ and which do not relate to the business,
      

          
      actual or reasonably contemplated, of the Company, its Subsidiaries or
      Affiliates. Executive has set out in Exhibit
      B-2 a
      description of all inventions (if any) developed or conceived by the Executive
      in which he claims any 

          
      ownership or other right. The Executive understands that, by not listing an
      invention on Exhibit
      B-2,
      he is
      acknowledging that the invention was not developed or conceived before the
      commencement of his employment 

          
      pursuant to this Agreement.

    


    4.2 Ownership
      and Covenant to Return Documents, etc.
      The
      Executive agrees that all Work Product and all documents or other tangible
      materials (whether originals, copies or abstracts), including without
      limitation, price lists, quotation guides, outstanding quotations, books,
      records, manuals, files, sales literature, training materials, customer records,
      correspondence, computer disks or print-out documents, contracts, orders,
      messages, phone and address lists, invoices and receipts, and all objects
      associated therewith, which in any way relate to the business or affairs of
      the
      Company, its Subsidiaries and their Affiliates either furnished to the Executive
      by the Company, its Subsidiaries or any of their Affiliates or are prepared,
      compiled or otherwise acquired by the Executive during the Employment Period,
      shall be the sole and exclusive property of the Company, such Subsidiaries
      or
      such Affiliates. The Executive shall not, except for the use of the Company,
      its
      Subsidiaries or any of their Affiliates, use, copy or duplicate any of the
      aforementioned documents or objects, nor remove them from the facilities of
      the
      Company or such Subsidiaries or such Affiliates, nor use any information
      concerning them except for the benefit of the Company, its Subsidiaries and
      their Affiliates, either during the Employment Period or thereafter. The
      Executive agrees that he will deliver all of the aforementioned documents and
      objects that may be in his possession to the Company on the termination of
      his
      employment with the Company, or at any other time upon the Company’s request,
      together with his written certification of compliance with the provisions of
      this Section 4.2 in the form of Exhibit
      C
      to this
      Agreement in accordance with the provisions of Section 5.3 hereof.

    


    4.3 Non-Disclosure
      Covenant.
      For a
      period commencing on the Agreement Date and ending on the last to occur of
      five
      (5) years following the date of execution of this Agreement or three (3) years
      following the date of the termination of the Employment Period (the
“Non-Disclosure
      Period”),
      the
      Executive shall not, either directly or indirectly, disclose to any
“unauthorized
      person”
or
      use
      for the benefit of the Executive or any Person other than the Company, its
      Subsidiaries or their Affiliates any Work Product or any knowledge or
      information which the Executive may acquire while employed by the Company
      (whether before or after the Agreement Date) relating to (i) the financial,
      marketing, sales and business plans and affairs, financial statements, analyses,
      forecasts and projections, books, accounts, records, operating costs and
      expenses and other financial information of the Company, its Subsidiaries and
      their Affiliates, (ii) internal management tools and systems, costing policies
      and methods, pricing policies and methods and other methods of doing business,
      of the Company, its Subsidiaries and their Affiliates, (iii) customers, sales,
      customer requirements and usages, distributor lists, of the Company, its
      Subsidiaries and their Affiliates, (iv) agreements with customers, vendors,
      independent contractors, employees and others, of the Company, its Subsidiaries
      and their Affiliates, (v) existing and future products or services and product
      development plans, designs, analyses and reports, of the Company, its
      Subsidiaries and their Affiliates, (vi) computer software and 

    
      
         

        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    data
      bases developed for the Company, its Subsidiaries or their Affiliates, trade
      secrets, research, records of research, models, designs, drawings, technical
      data and reports of the Company, its Subsidiaries and their Affiliates and
      (vii)
      correspondence or other private or confidential matters, information or data
      whether written, oral or electronic, which is proprietary to the Company, its
      Subsidiaries and their Affiliates and not generally known to the public
      (individually and collectively “Confidential
      Information”),
      without the Company’s prior written permission. For purposes of this Section
      4.3, the term “unauthorized
      person” shall
      mean any Person who is not (i) an officer or director of the Company or an
      employee of the Company for whom the disclosure of the knowledge or information
      referred to herein is necessary for his performance of his assigned duties,
      or
      (ii) an employee, officer or director of a Subsidiary or Affiliate of the
      Company for whom the disclosure of the knowledge or information referred to
      herein is necessary for his performance of his assigned duties, or (iii) a
      Person expressly authorized by the Company to receive disclosure of such
      knowledge or information. The Company expressly acknowledges and agrees that
      the
      term “Confidential Information” excludes information which is (A) in the public
      domain or otherwise generally known to the trade, or (B) disclosed to third
      parties other than by reason of the Executive’s breach of his confidentiality
      obligation hereunder or (C) learned of by the Executive subsequent to the
      termination of his employment hereunder from any other party not then under
      an
      obligation of confidentiality to the Company, its Subsidiaries and their
      Affiliates. Further, the Executive covenants to the Company that in the
      Executive’s performance of his duties hereunder, the Executive will violate no
      confidentiality obligations he may have to any third Persons. 

    


    4.4 Non-Interference
      Covenants.
      The
      Executive covenants to the Company that while the Executive is employed by
      the
      Company hereunder and for the two (2) year period thereafter (the “Non-Interference
      Period”),
      he
      will not, for any reason, directly or indirectly: 

    


    (a) solicit,
      hire, or otherwise do any act or thing which may induce either (x) any other
      employee of the Company, its Subsidiaries or their Affiliates, or (y) any
      employee of any Corporate Partners, in either case, whom the Executive worked
      with or learned of while employed by the Company, to leave the employ of that
      employer or otherwise interfere with or adversely affect the relationship
      (contractual or otherwise) of that employer to any such employee, provided
      that
      the
      foregoing restriction shall not apply to employees of Corporate Partners who
      (i)
      are not vendors to the Company, its Subsidiaries and Affiliates and
      (ii) had
      no involvement in the commercial relationship between that Corporate Partner
      and
      the Company, its Subsidiaries and Affiliates at any time within the three (3)
      year period ending on the date of the termination of the Employment Period;
      

    


    (b) solicit
      any customer or Corporate Partners of the Company, its Subsidiaries and their
      Affiliates, or any vendor of goods or services to the Company, its Subsidiaries
      and their Affiliates or induce any such Persons to cease doing business with
      the
      Company, its Subsidiaries and their Affiliates; or 

    


    (c) except
      for Competitive Activities (as defined in Section 4.5) engaged in by the
      Employee after the expiration of the Non-Competition Period, if applicable,
      do
      any act or thing which may interfere with or adversely affect the relationship
      (contractual or otherwise) of the Company, its Subsidiaries and their Affiliates
      with any Corporate Partner or any customer of the Company, its Subsidiaries
      and
      their Affiliates or induce any such 

    
      
         

        
        

      

      
        10

        
          

        

      

      
        
        

      

    

        Corporate
      Partner or customer to cease doing business with the Company, its Subsidiaries
      and their Affiliates.

    


    4.5 Covenant
      Not To Compete.
      The
      Company expressly acknowledges and agrees that the provisions of this Section
      4.5 shall have no force and effect while the governing law of this Agreement,
      as
      set forth in Section 8.2, is California law. The Executive expressly
      acknowledges that (i) the Executive’s performance of his services for the
      Company hereunder will afford him access to and cause him to become highly
      knowledgeable about the Company’s, its Subsidiaries’ and their Affiliates’
Confidential Information; (ii) the agreements and covenants contained in this
      Section 4.5 are essential to protect the Confidential Information, business
      and
      goodwill of the Company, its Subsidiaries and their Affiliates, and the
      restraints on the Executive imposed by the provisions of this Section 4.5 are
      justified by these legitimate business interests of the Company; and (iii)
      his
      covenants to the Company, its Subsidiaries and their Affiliates set forth in
      this Section 4.5 are being made both in consideration of the Company’s
      employment of the Executive and in consideration of the Company’s grant of the
      Option to the Executive. Accordingly, if Florida law shall become the governing
      law for this Agreement, as set forth in Section 8.2 hereof, the Executive hereby
      agrees that during the Non-Competition Period he
      shall
      not, anywhere in the Applicable Territory, directly or indirectly, own any
      interest in, invest in, lend to, borrow from, manage, control, participate
      in,
      consult with, become employed by, render services to, or in any other manner
      whatsoever engage in, any business which is competitive with any lines of
      business actively being engaged in by the Company, its Subsidiaries and their
      Affiliates in the Applicable Territory or actively (and demonstrably) being
      considered by the Company, its Subsidiaries and their Affiliates for entry
      into
      on the date of the termination of the Employment Period (collectively,
“Competitive
      Activities”).
      The
      preceding to the contrary notwithstanding, the Executive shall be free to make
      investments in the publicly traded securities of any corporation, provided
      that
      such investments do not amount to more than 1% of the outstanding securities
      of
      any class of such corporation.

    


    4.6 Remedies
      For Breach.
      If the
      Executive commits a breach, or threatens to commit a breach, of any of the
      provisions of this Article IV, the Company and its Subsidiaries shall have
      the
      right and remedy, in addition to any other remedy that may be available at
      law
      or in equity, to have the provisions of this Article IV specifically enforced
      by
      any court having equity jurisdiction, by the entry of temporary, preliminary
      and
      permanent injunctions and orders of specific performance, together with an
      accounting therefor, it being expressly acknowledged and agreed by the Executive
      that any such breach or threatened breach will cause irreparable injury to
      the
      Company and its Subsidiaries and that money damages will not provide an adequate
      remedy to the Company and its Subsidiaries. Any such injunction shall be
      available without the posting of any bond or other security, and the Executive
      hereby consents to the issuance of such injunction. The Executive further agrees
      that any such injunctive relief obtained by the Company or its Subsidiaries
      shall be in addition to, and not in lieu of, monetary damages and any other
      remedies to which the Company or its Subsidiaries may be entitled. Further,
      in
      the event of an alleged breach or violation by the Executive of any of the
      provisions of Sections 4.3, 4.4 or 4.5 hereof, the Non-Disclosure Period, the
      Non-Interference Period and\or the Non-Competition Period, as the case may
      be,
      shall be tolled until such breach or violation has been cured. The parties
      agree
      that in the event of the institution of any action at law or in equity by either
      party to enforce the provisions of this Article IV, the losing party shall
      pay
      all of the costs and expenses of the prevailing party, including reasonable
      legal fees, incurred in connection therewith. If any covenant contained in
      this


    
      
         

        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Article
      IV or any part thereof is hereafter construed to be invalid or unenforceable,
      the same shall not affect the remainder of such covenant or any other covenants,
      which shall be given full effect, without regard to the invalid portions, and
      any court having jurisdiction shall have the power to modify such covenant
      to
      the least extent necessary to render it enforceable and, in its modified form,
      said covenant shall then be enforceable.

     

    ARTICLE
      V

    TERMINATION
      OF EMPLOYMENT

    


    5.1 Termination
      and Triggering Events.
      Notwithstanding anything to the contrary elsewhere contained in this Agreement,
      the Employment Period shall terminate at the expiration of the Initial Term
      or
      any Extension Term if either party has timely issued a notice of non-renewal
      to
      the other, or prior to the expiration of the Initial Term or any Extension
      Term
      upon the occurrence of any of the following events (hereinafter referred to
      as
“Triggering
      Events”):
      (a)
      the Executive’s death; (b) the Executive’s Total Disability; (c) the Executive’s
      Resignation; (d) a Termination by the Company for Cause; (e) a Termination
      by
      the Company Without Cause or (f) a Termination by the Executive for Good
      Reason.

    


    5.2 Rights
      Upon Occurrence of a Triggering Event.
      Subject
      to the provisions of Section 5.3 hereof, the rights of the parties upon the
      occurrence of a Triggering Event prior to the expiration of the Initial Term
      or
      any Extension Term shall be as follows: 

    


    (a) Resignation
      and Termination by the Company for Cause:
      If
      the
      Triggering Event was the Executive’s Resignation or a Termination by the Company
      for Cause, the Executive shall be entitled to receive his Annual Base
      Compensation and accrued but unpaid vacation through the last day of the
      Employment Period in accordance with the policy of the Company, and to continue
      to participate in the Company’s health, insurance and disability plans and
      programs through that date and thereafter, only to the extent permitted under
      the terms of such plans and programs. 

    


    (b) Death
      or Total Disability:
      If
      the
      Triggering Event was the Executive’s death or Total Disability, the Executive
      (or the Executive’s designated
      beneficiary) shall be entitled to receive the Executive’s Annual Base
      Compensation and accrued but unpaid vacation through the date thereof plus
      a pro
      rata portion of the Executive’s Potential Annual Target Bonus for the calendar
      year in which such death or Total Disability occurred (based on the number
      of
      days the Executive was employed during the applicable calendar year), in
      accordance with the policy of the Company, and to continue to participate in
      the
      Company’s health, insurance and disability plans and programs through the date
      of termination and thereafter only to the extent permitted under the terms
      of
      such plans and programs.

    


    (c) Termination
      by Company Without Cause or Termination by Executive for Good
      Reason:
      If
      the
      Triggering Event was a Termination by the Company Without Cause or a Termination
      by the Executive for Good Reason, the Executive
      shall be entitled to receive his Annual Base Compensation and accrued but unpaid
      vacation through the date thereof plus,
      in
      the case of a Termination by the Company Without Cause and in the


    
      
         

        
        

      

      
        12

        
          

        

      

      
        
        

      

    

           
      reasonable discretion of the Chief Executive Officer based upon whether it
      then
      appears the Potential Annual Target Bonus for the year would have been earned
      by
      the Executive had he remained employed by the 

                  
       Company,
      a pro rata portion of the Executive’s Potential Annual Target Bonus for the
      calendar year in which such Triggering Event occurred (based on the number
      of
      days the Executive was employed during the applicable 

            calendar
      year), payable in accordance with the Company’s normal payroll practices;
provided
      that
      in
      addition: (x) the Executive shall become fully vested in his Time-Vested Option
      and (y) for each month of the Severance 

           
      Period (as that term is defined Glossary appearing in Article VII hereof),
      the
      Executive shall also be paid an amount equal to one-twelfth (1/12th)
      of his
      then current Annual Base Compensation, commencing with the last day


                   
      of the month of in which occurred the later of (A) the last day of the
      Employment Period or (B) the expiration of the seven (7) day revocation period
      within which the Executive could revoke the General Release referred to in
      

           
      clause (i) below (such cash payments being collectively referred to as the
      “Additional
      Severance Benefits”);
      further
      provided that:
      

    


    (i) the
      Executive shall be entitled to receive such acceleration of vesting of the
      Time-Vested Option and the Additional Severance Benefits during the Severance
      Period if and only if the Executive has executed and delivered to the Company
      the General Release substantially in form and substance as set forth in
Exhibit
      D
      to this
      Agreement within twenty-one (21) days following the date of the termination
      of
      the Employment Period and not revokes same within seven (7) days thereafter,
      provided that the Executive shall be entitled to receive the Additional
      Severance Benefits only for so long as the Executive has not breached
any
      of
      his covenants to the Company set forth in Article IV of this Agreement; and
      

    


    (ii) subject
      to the provisions of this Section 5.2(c)(ii) the amount of the Executive’s
      Additional Severance Benefits shall be reduced on a dollar-for-dollar basis
      by
      the amount of the Executive’s remuneration derived from either any full-time or
      part-time employment or the performance of any services as an independent
      contractor or agent during the Severance Period (collectively, “Offset
      Remuneration”),
      and
      the Executive covenants and agrees as follows:

    


    (A) within
      ten (10) days following the close of each calendar month in the Severance Period
      (each a “Reporting
      Month”),
      the
      Executive will deliver to the Company a written statement fully and faithfully
      disclosing to the Company the identity of any full-time employer or part-time
      employer or Person for whom the Executive is performing services as an
      independent contractor or agent and the amount of Offset Remuneration collected
      by the Executive in that Reporting Month, if any, or otherwise certify to the
      Company that the Executive has received no Offset Remuneration for that
      Reporting Month, and also certifying the completeness and accuracy of the facts
      therein set forth; 

    
      
         

        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (B) all
      Offset Remuneration collected in any Reporting Month shall reduce, first the
      amount of the installment of Additional Severance Benefits for the month
      following the Reporting Month, and then each consecutive subsequent monthly
      installment of Additional Severance Benefits; and

    


    (C) Offset
      Remuneration shall not be applied against any Additional Severance Benefits
      already paid by the Company to the Executive prior to the first Reporting Month
      in which Executive reports Offset Remuneration upon the condition that the
      Executive has fully performed his obligations to the Company under Section
      5.3(c)(ii).

     

    (d) Cessation
      of Entitlements and Company Right of Offset. Except
      as
      otherwise expressly provided herein, all of the Executive’s rights to salary,
      employee benefits, fringe benefits and bonuses hereunder (if any) which would
      otherwise accrue after the termination of the Employment Period shall cease
      upon
      the date of such termination. The Company may offset any loans, cash advances
      or
      fixed amounts which the Executive owes the Company or its Affiliates against
      any
      amounts it owes the Executive under this Agreement from the Executive’s last
      paycheck, provided that if the amount owed by the Executive exceeds the amount
      of the Executive’s last paycheck, the Executive shall remain obligated to the
      Company for any such excess.

    


    5.3 Survival
      of Certain Obligations and Termination Certificate.
      The
      provisions of Articles IV, V, VI and VIII shall survive any termination of
      the
      Employment Period, whether by reason of the occurrence of a Triggering Event
      or
      the expiration of the Initial Term or any Extension Term. Immediately following
      the termination of the Employment Period, the Executive shall (i) promptly
      resign all offices he may hold as an officer of the Company or any Subsidiary
      or
      Affiliate, or as a member of the Board of the Company or any Subsidiary or
      Affiliate, (ii) promptly return to the Company all property required to be
      returned to the Company pursuant to the provisions of Section 4.2 hereof and
      (iii) promptly execute and deliver to the Company the Termination Certificate
      attached hereto as Exhibit
      C
      and by
      this reference made a part hereof.

    


    ARTICLE
      VI

    ASSIGNMENT

    


    6.1 Prohibition
      of Assignment by Executive.
      The
      Executive expressly agrees for himself and on behalf of his executors,
      administrators and heirs, that this Agreement and his obligations, rights,
      interests and benefits hereunder shall not be assigned, transferred, pledged
      or
      hypothecated in any way by the Executive, his executors, administrators or
      heirs, and shall not be subject to execution, attachment or similar process.
      Any
      attempt to assign, transfer, pledge, hypothecate or otherwise dispose of this
      Agreement or any such rights, interests and benefits thereunder contrary to
      the
      foregoing provisions, or the levy of any attachment or similar process thereupon
      shall be null and void and without effect and shall relieve the Company of
      any
      and all liability hereunder.

    
      
         

        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    6.2 Right
      of Company to Assign.
      Except
      as provided in the next sentence, the rights, but not the obligations of the
      Company shall be assignable and transferable to any successor-in- interest
      without the consent of the Executive. In the instance of a sale of the Company
      or all or substantially all of its assets, the rights and obligations of the
      Company may be assigned to the acquiring party without the Executive’s
      consent.

    


    ARTICLE
      VII

    DEFINITIONS

    


    “Affiliate”
means,
      with respect to any Person, any other Person directly or indirectly controlling,
      controlled by, or under common control with that Person, provided that, for
      purposes of this definition, the terms “controls,”
      “controlled
      by,”
or
      “under
      common control with”
shall
      mean that Person’s possession, directly or indirectly, of the power to direct or
      cause the direction of the management and policies of such other Person, whether
      through the ownership of voting securities, by contract or otherwise.


    


    “Applicable
      Territory”
means
      the United States of America and each other country in which the Company, any
      of
      its Subsidiaries or any of their Affiliates is actively engaged in the conduct
      of one or more lines of business.

    


    “Board”
means
      the Board of Directors of the Company. 

    


    “Biological
      Materials”
means
      (i) classical or genetically modified strains, micro or other organisms, genes,
      proteins, peptides, sugars, metabolites, small molecules, enzymes or DNA,
      vectors, plasmids, promoters, expression cassettes or other genomic tools and
      assay materials which are being worked with or on by the Company, its
      Subsidiaries or any of their Affiliates or which are being worked with or on
      the
      Company’s, its Subsidiaries’ or any of their Affiliates’ behalf by the
      Company’s, its Subsidiaries’ or any of their Affiliates’ advisors, research and
      business collaborators, and (ii) “Biological Materials” and fermentation or
      other manufacturing processes being utilized by the Company, its Subsidiaries
      or
      any of their Affiliates, the Company’s, its Subsidiaries’ or any of their
      Affiliates’ research or business collaborators or the Company’s, its
      Subsidiaries’ or any of their Affiliates’ third party manufactures for research,
      pilot scale and/or commercial manufacture of biotechnology and other
      products.

    


    “Chief
      Executive Officer”
means
      the chief executive officer of the Company.

    


    “Compensation
      Committee”
means
      the Compensation Committee of the Board.

    


    “Corporate
      Partner”
means
      any Person (i) engaged in research and development, product development or
      related activities in collaboration with the Company, its Subsidiaries or any
      of
      their Affiliates, whether as a vendor of goods or services to the Company,
      its
      Subsidiaries or any of their Affiliates or as a customer or prospective customer
      of the Company, its Subsidiaries or any of their Affiliates or (ii) engaged
      in
      or performing contract manufacturing for the Company, its Subsidiaries or any
      of
      their Affiliates.

     

    
      
         

        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    “Non-Competition
      Period”
means,
      if applicable (as set forth in Section 4.5 hereof) the Employment Period and
      the
      one (1) year period thereafter. 

    


    


    “Person”
means
      an individual, partnership, limited liability company, trust, estate,
      association, corporation, governmental body or other juridical
      being.

    


    “Resignation”
means
      the voluntary termination of employment hereunder by the Executive (except
      if
      made in contemplation of a Termination by the Company for Cause), provided
      that
      if such action is taken by the Executive without the giving of at least one
      hundred twenty (120) days prior written notice, such termination of employment
      shall not be a “Resignation,” but instead shall constitute a Termination for
      Cause. 

    


    “Severance
      Period”
means
      the
      eighteen (18) month period immediately following the date of the termination
      of
      the Employment Period.

     

    “Subsidiary”
means,
      with respect to any Person of which (i) if a corporation, a majority of the
      total voting power of shares of stock entitled (without regard to the occurrence
      of any contingency) to vote in the election of directors, managers or trustees
      thereof is at the time owned or controlled, directly or indirectly, by such
      Person or one or more of the other Subsidiaries of such Person or a combination
      thereof, or (ii) if a limited liability company, partnership, association or
      other business entity, a majority of the partnership or other similar ownership
      interest thereof is at the time owned or controlled, directly or indirectly,
      by
      any Person or one or more Subsidiaries of such Person or a combination thereof.
      For purposes hereof, a Person or Persons shall be deemed to have a majority
      ownership interest in a limited liability company, partnership, association
      or
      other business entity if such Person or Persons shall be allocated a majority
      of
      limited liability company, partnership, association or other business entity
      gains or losses or shall be or control any managing director or general partner
      of such limited liability company, partnership, association or other business
      entity.

    


    “Termination
      by the Company for Cause”
means
      termination by the Company of the Executive’s employment on account of a finding
      by the Compensation Committee that the Executive has: (i) materially breached
      this Agreement or any other agreement between the Executive and the Company,
      any
      Subsidiary or any of their Affiliates; (ii) engaged in disloyalty to the
      Company, including without limitation, the diversion of corporate opportunity,
      fraud, embezzlement, theft, commission of a felony or proven dishonesty, in
      the
      course of his performance of his services hereunder; (iii) disclosed trade
      secrets or other Confidential Information of the Company to Persons not entitled
      to receive such information; or (iv) engaged in such other behavior detrimental
      to the interests of the Company as the Compensation Committee determines;
provided
      that
      the
      termination of the Executive’s employment hereunder by the Company shall not be
      deemed a Termination by the Company for Cause unless and until there shall
      have
      been delivered to the Executive a written notice from the Chief Executive
      Officer (after reasonable notice (in light of the circumstances surrounding
      the
      termination) to and an opportunity for the Executive, alone and in person,
      to
      have a face-to-face meeting with the Compensation Committee) stating that in
      the
      good faith opinion of the Compensation Committee, the Executive was guilty
      of
      the conduct set forth in one or more of the foregoing clauses.

    
      
         

        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Termination
      by the Company Without Cause”
means
      a
      termination of the Executive’s employment by the Company which is not a
      Termination by the Company for Cause, provided that 

    the
      termination of the Employment Period on account of the failure of the Company
      to
      extend the Employment Period in accordance with the provisions of Section 2.2
      hereof shall constitute a Termination by the Company Without Cause.

    


    “Termination
      by the Executive for Good Reason”
means
      a
      termination of the Executive’s employment by the Executive by written notice to
      the Company within thirty (30) days following the occurrence of any of the
      following events: (i) the Executive is required to relocate his principal
      residence outside a radius that is more than 50 miles from Davis, California,
      unless Executive accepts such a relocation opportunity; (ii) the Company’s
      significant and material reduction to the Executive’s position, duties or
      responsibilities without his approval, provided that Executive must give the
      Company reasonable advance written notice of the basis for his belief that
      such
      a reduction has occurred and afford the Company an opportunity to cure same;
      (iii) the Company’s material reduction of the Executive’s compensation or
      benefits, measured against such compensation or benefits as of the Effective
      Date, unless all of the executive officers of the Company suffer reasonably
      comparable reductions in their compensation or benefits at substantially the
      same time; or (iv) the Executive is not nominated for re-election to the Board
      by the Nominating Committee of the Board other than on account of his
      unwillingness or inability to serve on the Board.

    


    “Total
      Disability”
means
      the Executive’s inability, because of illness, injury or other physical or
      mental incapacity, to perform his duties hereunder (as determined by the
      Compensation Committee in good faith) for a continuous period of ninety (90)
      consecutive days, or for a total of ninety (90) days within any three hundred
      sixty (360) consecutive day period, in which case such Total Disability shall
      be
      deemed to have occurred on the last day of such ninety (90) day or three hundred
      sixty (360) day period, as applicable. 

    


    ARTICLE
      VIII

    GENERAL

    


    8.1 Notices.
      All
      notices under this Agreement shall be in writing and shall be deemed properly
      sent, (i) when delivered, if by personal service or reputable overnight courier
      service, or (ii) when received, if sent (x) by certified or registered mail,
      postage prepaid, return receipt requested, or (y) via facsimile transmission
      (provided that a hard copy of such notice is sent to the addressee via one
      of
      the methods of delivery or mailing set forth above on the same day the facsimile
      transmission is sent); to the recipient at the address indicated
      below:

    


    Notices
      to Executive:

    


    Glenn
      E.
      Nedwin

    3245
      Oyster Bay

    Davis,
      California, 95616 

    


    The
      parties agree that when Executive’s relocation is complete, his new address will
      be substituted for the above temporary address.

    
      
         

        
        

      

      
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    Notices
      to Company:

    


    Dyadic
      International,
      Inc.

    c/o
      Chief
      Executive Officer

    140
      Intracoastal Pointe Drive, Suite 404

    Jupiter,
      Florida 33477

    Facsimile
      (561-743-8513)

    


    With
      a
      copy to:

    


    Robert
      I.
      Schwimmer, Esq.

    Greenberg
      Traurig, LLP

    77
      West
      Wacker Drive, Suite 2500

    Chicago,
      Illinois 60601

    Facsimile
      (312) 889-0431

    


    8.2 Governing
      Law.
      While
      Executive is a resident of the State of California, this Agreement shall be
      subject to and governed by the laws of the State of California without regard
      to
      any choice of law or conflicts of law rules or provisions, provided that
      Executive expressly agrees that if, during the Employment Period, at the request
      of the Company, Executive, in his absolute discretion, shall agree to relocate
      his principal residence to another state, then in that event, this Agreement
      shall, from and after that date, be subject to and governed by the laws of
      the
      State of Florida without regard to any choice of law or conflicts of law rules
      or provisions (whether of the State of Florida or any other jurisdiction),
      irrespective of the fact that the Executive may become a resident of a different
      state.

    


    8.3 Binding
      Effect.
      The
      Agreement shall be binding upon and inure to the benefit of the Company, its
      successors and assigns, and the Executive and his executors, administrators,
      personal representatives and heirs.

    


    8.4 Complete
      Understanding.
      This
      Agreement constitutes the complete understanding among the parties hereto with
      regard to the subject matter hereof, and supersedes any and all prior agreements
      and understandings relating to the employment of the Executive by the
      Company.

    


    8.5 Amendments.
      No
      change, modification or amendment of any provision of this Agreement shall
      be
      valid unless made in writing and signed by all of the parties
      hereto.

    


    8.6 Waiver.
      The
      waiver by the Company of a breach of any provision of this Agreement by the
      Executive shall not operate or be construed as a waiver of any subsequent breach
      by the Executive. The waiver by the Executive of a breach of any provision
      of
      this Agreement by the Company shall not operate as a waiver of any subsequent
      breach by the Company.

    


    8.7 Venue,
      Jurisdiction, Etc.
      The
      Executive hereby agrees that except as prohibited by operation of law, any
      suit,
      action or proceeding relating in any way to this Agreement may be brought and
      enforced in the Circuit Court of Palm Beach County of the State of Florida
      or in
      the District Court of the United States of America for the Southern District
      of
      Florida, and in either case the Executive hereby submits to the jurisdiction
      of
      each such court.

    
      
         

        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     Except
      as prohibited by law, the Executive hereby waives and agrees not to assert,
      by
      way of motion or otherwise, in any such suit, action or proceeding, any claim
      that the Executive is not personally subject to the jurisdiction of the
      above-named courts, that the suit, action or proceeding is brought in an
      inconvenient forum or that the venue of the suit, action or proceeding is
      improper. Except as prohibited by law, the Executive consents and agrees to
      service of process or other legal summons for purpose of any such suit, action
      or proceeding by registered mail addressed to the Executive at his or her
      address listed in the business records of the Company. Nothing contained herein
      shall affect the rights of the Company to bring suit, action or proceeding
      in
      any other appropriate jurisdiction. Except as prohibited by law, the Executive
      and the Company do each hereby waive any right to trial by jury, he or it may
      have concerning any matter relating to this Agreement.

    


    8.8 Severability.
      If any
      portion of this Agreement shall be for any reason, invalid or unenforceable,
      the
      remaining portion or portions shall nevertheless be valid, enforceable and
      carried into effect.

    


    8.9 Headings.
      The
      headings of this Agreement are inserted for convenience only and are not to
      be
      considered in the construction of the provisions hereof.

    


    8.10 Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which, taken
      together, shall constitute one and the same agreement.

    


    8.11 Legal
      Fee Reimbursement of Executive.
      As
      additional consideration to the Executive for executing and delivering this
      Agreement, the Company hereby agrees to promptly reimburse the Executive for
      legal fees incurred by him in connection with the review and negotiation of
      this
      Agreement, to the extent of the lesser of (x) the aggregate sum of such legal
      fees incurred by the Executive or (y) $3,000.00.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above-written.

    


    COMPANY:                EXECUTIVE:

    


    DYADIC
      INTERNATIONAL, INC., a

    Delaware
      Corporation 

    /s/
      Glenn E. Nedwin

       
      GLENN E. NEDWIN

     By:
      /s/ Mark A. Emalfarb

         
      Chief Executive Officer

    


    


     

    


    



    
      
        
           

        

        
        

      

      
        19

        
          

        

      

      
        
        

        
        

      

    

     

    EXHIBIT
      B-1

    to
      

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    between

    DYADIC
      INTERNATIONAL, INC.

    and
      

    GLENN
      E. NEDWIN 

    


    
      	 	
              California
                Labor Code Section 2870

            


    

     

    


     

    
      	
              (a)

            	
              Any
                provision in an employment agreement which provides that an employee
                shall
                assign, or offer to assign, any of his or her rights in an invention
                to
                his or her employer shall not apply to an invention that the employee
                developed entirely on his or her own time without using the employer'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
                employer's business, or actual or demonstrably anticipated research
                or
                development of the employer; or

            


    

     

    
      	 	
              (2)

            	
              Result
                from any work performed by the employee for the
                employer.

            


    

     

    
      	
              (b)

            	
              To
                the extent a provision in an employment agreement purports to require
                an
                employee to assign an invention otherwise excluded from being required
                to
                be assigned under subdivision (a), the provision is against the public
                policy of this state and is unenforceable.


            


    

    



    
      
         

        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-2

    to
      

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    between

    DYADIC
      INTERNATIONAL, INC.

    and
      

    GLENN
      E. NEDWIN 

    


    EXECUTIVE’S
      INVENTIONS

    


    
      	
              1.

            	
              Proprietary
                Information.
                Except as set forth below, I acknowledge that at this time I know
                nothing
                about the business or proprietary information of the Company, other
                than
                information I have learned from the Company in the course of being
                hired:
                _____________________________________________________

            


    

    
      	 	
              _________________________________________________________________

            


    

    
      	 	
              _________________________________________________________________

            


    

    
      	 	
              _________________________________________________________________.

            


    

    


    
      	
              2.

            	
              Reserved
                Creations.
                Except as set forth below, there are no ideas, processes, inventions,
                technology, writings, programs, designs, formulas, discoveries, patents,
                copyrights or trademarks, or any claims, rights, or improvements
                to the
                foregoing, that I wish to exclude from the operation of this Agreement:
                __________________________________________________________________

            


    

    
      	 	
              __________________________________________________________________

            


    

    
      	 	
              __________________________________________________________________

            


    

    
      	 	
              _________________________________________________________________.

            


    

    


    


    Signature: ________________________
       Date:
      _______________________

                    
      GLENN
      E.
      NEDWIN

    


    


    


    


    



    
      
         

        
        

      

      
        21

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      C

    to
      

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    between

    DYADIC
      INTERNATIONAL, INC.

    and
      

    GLENN
      E. NEDWIN 

     

    TERMINATION
      CERTIFICATE

    


    This
      is
      to certify that, except as permitted by the Employment Agreement (as defined
      below) I do not have in my possession, nor have I failed to return, any
      software, inventions, designs, works of authorship, copyrightable works,
      formulas, data, marketing plans, forecasts, product concepts, marketing plans,
      strategies, forecasts, devices, records, data, notes, reports, proposals,
      customer lists, correspondence, specifications, drawings, blueprints, sketches,
      materials, patent applications, continuation applications, continuation-in-part
      applications, divisional applications, other documents or property, or
      reproductions of any aforementioned items belonging to DYADIC INTERNATIONAL,
      INC. (the “Company”),
      its
      Subsidiaries and their Affiliates, successors or assigns.

    


    I
      further
      certify that I have complied with all the terms of the Employment Agreement
      dated as of March 16, 2006 between the Company and me (the “Employment
      Agreement”),
      relating to the reporting of any Work Product (as that term is defined therein),
      conceived or made by me (solely or jointly with others) covered by the
      Employment Agreement.

    


    I
      acknowledge that the provisions of the Employment Agreement relating to
      Confidential Information, as defined in the Employment Agreement, continue
      in
      effect beyond the termination of the Employment Agreement, as set forth
      therein.

    


    Finally,
      I further acknowledge that the provisions of the Employment Agreement relating
      to my (i) non-interference covenants and (ii) if applicable, non-competition
      covenants to the Company, its Subsidiaries and their Affiliates, also remain
      in
      effect following the date of my termination of employment with the
      Company.

    


    Date:____________    ______________________________
                
      Executive

    



    
      
        
          


        

        
        

      

      
        22

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      D

    to
      

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    between

    DYADIC
      INTERNATIONAL, INC.

    and
      

    GLENN
      E. NEDWIN 

    


    GENERAL
      RELEASE

    


    I,
      GLENN
      E.
      NEDWIN,
      in
      consideration of and subject to the performance by DYADIC INTERNATIONAL, INC.,
      a
      Delaware corporation (the “Company”),
      of
      its material obligations under the Employment Agreement, dated as of March
      16,
      2006 (the “Agreement”),
      do
      hereby release and forever discharge as of the date hereof the Company, its
      Subsidiaries and their Affiliates (as those terms are defined in the Agreement)
      and all present and former directors, officers, agents, representatives,
      employees, successors and assigns of the Company, its Subsidiaries and their
      Affiliates and their direct or indirect owners (collectively, the “Released
      Parties”)
      to the
      extent provided below.

    


    
      	
              1.

            	
              I
                understand that any payments or benefits paid or granted to me under
                Section 5.2(c) of the Agreement represent, in part, consideration
                for
                signing this General Release and are not salary, wages or benefits
                to
                which I was already entitled. I understand and agree that I will
                not
                receive the payments and benefits specified in Section 5.2(c) of
                the
                Agreement unless I execute this General Release and do not revoke
                this
                General Release within the time period permitted hereafter or breach
                this
                General Release.

            


    

    


    
      	
              2.

            	
              Except
                as provided in paragraph 4 of this General Release, I knowingly and
                voluntarily release and forever discharge the Company and the other
                Released Parties from any and all claims, controversies, actions,
                causes
                of action, cross-claims, counterclaims, demands, debts, compensatory
                damages, liquidated damages, punitive or exemplary damages, other
                damages,
                claims for costs and attorneys’ fees, or liabilities of any nature
                whatsoever in law and in equity, both past and present (through the
                date
                of this General Release) and whether known or unknown, suspected,
                or
                claimed against the Company or any of the Released Parties which
                I, my
                spouse, or any of my heirs, executors, administrators or assigns,
                may
                have, which arise out of or are connected with my employment with,
                or my
                separation from, the Company (including, but not limited to, any
                allegation, claim or violation, arising under: Title VII of the Civil
                Rights Act of 1964, as amended; the Civil Rights Act of 1991; the
                Age
                Discrimination in Employment Act of 1967, as amended (including the
                Older
                Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended;
                the Americans with Disabilities Act of 1990; the Family and Medical
                Leave
                Act of 1993; the Civil Rights Act of 1866, as amended; the Worker
                Adjustment Retraining and Notification Act; the Executive Retirement
                Income Security Act of 1974; any applicable Executive Order Programs;
                the
                Fair Labor Standards Act; or their state or local counterparts; or
                under
                any other federal, state or local civil or human rights law, or under
                any
                other local, state, or federal law, regulation or ordinance; or under
                any
                public policy, contract or tort, or under common law; or arising
                under any
                policies, practices or procedures of the
                Company;

            


    


    
      
         

        
        

      

      
        23

        
          

        

      

      
        
        

      

    

           
or
      any
      claim for wrongful discharge, breach of contract, negligent or intentional
      infliction of emotional distress, defamation; or any claim for costs, fees,
      or
      other expenses, including attorneys’ fees incurred in these matters) (all of the
      foregoing collectively referred to herein as the “Claims”).

    


    
      	
              3.

            	
              I
                represent that I have made no assignment or transfer of any right,
                claim,
                demand, cause of action, or other matter covered by paragraph 2 of
                this
                General Release.

            


    

    


    
      	
              4.

            	
              I
                and the Company mutually agree that this General Release does not
                waive or
                release any rights or claims that I may have under: (a) the Age
                Discrimination in Employment Act of 1967 which arise after the date
                I
                execute this General Release; and (b) any agreements to which I and
                the
                Company are parties pertaining to any shares or options to purchase
                shares
                of capital stock of the Company owned by me. I acknowledge and agree
                that
                my separation from employment with the Company in compliance with
                the
                terms of the Agreement shall not serve as the basis for any claim
                or
                action (including, without limitation, any claim under the Age
                Discrimination in Employment Act of
                1967).

            


    

     

    
      	
              5.

            	
              I
                acknowledge the existence of and, with respect to the releases given
                in
                paragraph 2 above, expressly waive and relinquish any and all rights
                and
                benefits I have or may have under California Civil Code, Section
                1542,
                which provides:

            


    

     

    “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
      acknowledge that I am aware that I may hereafter discover facts different from
      and in addition to those which I or my attorneys now know or believe to be
      true
      with respect to the matters referred to in paragraph 2 above, and agree that
      the
      releases so given in paragraph 2 above, shall be and remain in effect as a
      full
      and complete release of the respective claims I may have, notwithstanding any
      such different or additional facts. I expressly consent that this General
      Release shall be given full force and effect according to each and all of its
      express terms and provisions, including those relating to unknown and
      unsuspected Claims (notwithstanding any state statute that expressly limits
      the
      effectiveness of a general release of unknown, unsuspected and unanticipated
      Claims), if any, as well as those relating to any other Claims hereinabove
      mentioned or implied. I acknowledge and agree that this waiver is an essential
      and material term of this General Release and that without such waiver the
      Company would not have agreed to the terms of the Agreement. I further agree
      that in the event I should bring a Claim seeking damages against the Company,
      or
      in the event I should seek to recover against the Company in any Claim brought
      by a governmental agency on my behalf, this General Release shall serve as
      a
      complete defense to such Claims. I further agree that I am not aware of any
      pending charge
      or
      complaint of the type described in paragraph 2 as of the execution of this
      General Release.

    
      
         

        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              I
                agree that neither this General Release, nor the furnishing of the
                consideration for this General Release, shall be deemed or construed
                at
                any time to be an admission by the Company, any Released Party or
                myself
                of any improper or unlawful
                conduct.

            


    

    


    
      	
              7.

            	
              I
                agree that if I challenge the validity of this General Release, I
                will
                forfeit all unpaid amounts otherwise payable by the Company pursuant
                to
                Section 5.2(c) of the Agreement other than the very first payment
                due me
                thereunder, provided
                that nothing herein contained in this Agreement shall prohibit or
                bar me
                from filing a charge, including a challenge to the validity of the
                Agreement, with the United States Equal Employment Opportunity Commission
                (“EEOC”),
                or any state or local fair employment practices agency, or from
                participating in any investigation, hearing or proceeding conducted
                by the
                EEOC, or any state or local fair employment practices agency. I also
                agree
                that if I violate this General Release by suing the Company or the
                other
                Released Parties, I will pay all costs and expenses of defending
                against
                the suit incurred by the Released Parties, including reasonable attorneys’
                fees, and return all payments received by me pursuant to the
                Agreement.

            


    

    


    
      	
              8.

            	
              I
                agree that this General Release is confidential and agree not to
                disclose
                any information regarding the terms of this General Release, except
                to my
                immediate family and any tax, legal or other counsel I have consulted
                regarding the meaning or effect hereof or as required by law, and
                I will
                instruct each of the foregoing not to disclose the same to
                anyone.

            


    

    


    
      	
              9.

            	
              Any
                non-disclosure provision in this General Release does not prohibit
                or
                restrict me (or my attorney) from responding to any inquiry about
                this
                General Release or its underlying facts and circumstances by the
                Securities and Exchange Commission (SEC), the EEOC (or a state or
                local
                fair employment practices agency), the National Association of Securities
                Dealers, Inc. (NASD), any other self-regulatory organization or
                governmental entity.

            


    

    


    
      	
              10.

            	
              I
                agree to reasonably cooperate with the Company in any internal
                investigation or administrative, regulatory, or judicial proceeding.
                I
                understand and agree that my cooperation may include, but not be
                limited
                to, making myself available to the Company upon reasonable notice
                for
                interviews and factual investigations; appearing at the Company’s request
                to give testimony without requiring service of a subpoena or other
                legal
                process; volunteering to the Company pertinent information; and turning
                over to the Company all relevant documents which are or may come
                into my
                possession all at times and on schedules that are reasonably consistent
                with my other permitted activities and commitments, provided that
                I shall
                have no obligation to expend more than one week of my time in connection
                with the performance of these activities which out reasonable recompense,
                as mutually and reasonably agreed upon by me and the Company. I understand
                that in the event the Company asks for my cooperation in accordance
                with
                this provision, the Company will reimburse me solely for reasonable
                travel
                expenses,
                including lodging and meals, upon my submission of
                receipts.

            


    

    
      
         

        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    
      	
              11.

            	
              Notwithstanding
                anything in this General Release to the contrary, this General Release
                shall not relinquish, diminish, or in any way affect any rights or
                claims
                arising out of any breach by the Company or by any Released Party
                of the
                Agreement.

            


    

    


    
      	
              12.

            	
              Whenever
                possible, each provision of this General Release shall be interpreted
                in,
                such manner as to be effective and valid under applicable law, but
                if any
                provision of this General Release is held to be invalid, illegal
                or
                unenforceable in any respect under any applicable law or rule in
                any
                jurisdiction, such invalidity, illegality or unenforceability shall
                not
                affect any other provision or any other jurisdiction, but this General
                Release shall be reformed, construed and enforced in such jurisdiction
                as
                if such invalid, illegal or unenforceable provision had never been
                contained herein.

            


    

    


    BY
      SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

    


    (a) I
      HAVE
      READ IT CAREFULLY;

    


    
      	
              (b)

            	
              I
                UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT
                RIGHTS,
                INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION
                IN
                EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS
                ACT OF
                1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH
                DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY
                ACT
                OF 1974, AS AMENDED;

            


    

    


    (c) I
      VOLUNTARILY CONSENT TO EVERYTHING IN IT;

    


    
      	
              (d)

            	
              I
                HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT
                AND I
                HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN
                NOT
                TO DO SO OF MY OWN VOLITION;

            


    

    


    
      	
              (e)

            	
              I
                HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE
                SUBSTANTIALLY IN ITS FINAL FORM ON _______________ ____, ____ TO
                CONSIDER
                IT AND THE CHANGES MADE SINCE THE ______________ _____, _____VERSION
                OF
                THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY
                PERIOD;

            


    

    


    
      	
              (f)

            	
              THE
                CHANGES TO THE RELEASE SINCE ____________ ___, _____ EITHER ARE NOT
                MATERIAL OR WERE MADE AT MY
                REQUEST.

            


    

    


    
      	
              (g)

            	
              I
                UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE
                TO
                REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
                UNTIL THE REVOCATION PERIOD HAS
                EXPIRED;

            


    

    
      
         

        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              (h)

            	
              I
                HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH
                THE
                ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
                AND

            


    

    


    
      	
              (i)

            	
              I
                AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
                WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED
                BY
                AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY
                ME.

            


    

    


    


    DATE: _______________________________          
      ________________________________________    

    
      
        
        

      

      
        27