Exhibit 10.1 — Employment Agreement



EXHIBIT 10.1






EMPLOYMENT
AGREEMENT



(BRADLEY
S. POWELL)




This
Employment Agreement (the “Agreement”), dated July 25, 2007, is between Eden Bioscience
Corporation, a Washington corporation (the “Company”), and Bradley S. Powell (the
“Employee”).



The
Company and Employee have determined that it is in their mutual interests to enter into a
new Agreement extinguishing and replacing the prior terms and conditions of Employee’s
employment with the terms and conditions set forth below.  According, the parties agree
as follows.



	
1. 	
EMPLOYMENT






		1.1 	Prior
Terms Extinguished





The
Change of Control Agreement (the “CCA”), dated August 16, 2000, and the Severance Letter
Agreement (“Severance Agreement”) dated January 28, 2002, between the Company and
Employee are hereby extinguished and shall have no further effect.  In exchange for this
extinguishment, Employee shall receive the Supplemental Payment in accordance with
subparagraph 3.3 below.



		1.2 	Employment
Period





The
Company hereby agrees to continue the Employee in its employ, and the Employee hereby
agrees to remain in the employ of the Company or its affiliated companies, in accordance
with the terms and conditions of this Agreement, until the Agreement is terminated by
either party in according with the provisions of Paragraph 4 below (“Employment Period”).



		1.3 	Position
and Duties





The
Employee is and shall continue to be employed as the President and Chief Financial
Officer provided that the Board of Directors of the Company (the “Board”) may reduce
Employee’s duties as it deems appropriate in the best interests of the Company.
 Provided, however, that the Board will not reduce Employee’s duties prior to January 1,
2008 except upon an acquisition, merger or consolidation to which the Company is a party,
or in the event of the company’s liquidation,






	Form 8-K - EDEN BIOSCIENCE Corporation 
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		1.4 	Employment
at Will





The
Employee and the Company acknowledge that, except as expressly provided under any other
written employment agreement between the Employee and the Company, the employment of the
Employee by the Company or its affiliated companies is “at will” and may be terminated by
either the Employee or the Company or its affiliated companies at any time in accordance
with the provisions of Paragraph 4 of this Agreement.



	
2. 	
ATTENTION
AND EFFORT





During
his Employment, and excluding any periods of vacation and sick leave to which the
Employee is entitled, the Employee will devote all of his professional productive time,
ability, attention and effort to the business and affairs of the Company and the
discharge of the responsibilities assigned to him hereunder, and will use his best
efforts to perform faithfully and efficiently such responsibilities. If the Board reduces
the Employee’s Annual Base Salary, the Employee will not be required to devote all of his
professional productive time, ability, attention and effort to the business and affairs
of the Company and the discharge of the responsibilities assigned to him hereunder.



	
3. 	
COMPENSATION





The
Company agrees to pay or cause to be paid to the Employee, and the Employee agrees to
accept in exchange for the services rendered hereunder by him, the following compensation:



		3.1 	Salary





The
Employee shall receive his annual base salary (the “Annual Base Salary”), during his
employment in the amount of $205,000 per year.  The Annual Base Salary shall be paid in
substantially equal installments, twice monthly.  The Board may, in its sole discretion,
determine to raise the Annual Base Salary or to reduce the Annual Base Salary
proportionately should the Board reduce Employee’s duties or the commitments pursuant to
(and consistent with the limitations set forth in) subparagraph 1.3.  Employee shall be
paid a lump sum amount upon execution of this Agreement equal to the retroactive
application of the Annual Base Salary above to December 15, 2006, the date on which
Employee became the Company’s President.



		3.2 	Bonus





The
Compensation Committee of the Board of Directors may, at its sole discretion, pay
Employee a bonus upon completion of an acquisition, merger or consolidation to which the
Company is a party.



		            3.3 	Supplemental
Payment






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In
addition to any and all other compensation, Employee shall receive a supplemental payment
(“Supplemental Payment”) of $356,145 in exchange for the extinguishment of the agreements
listed in subparagraph 1.1.  The Supplemental Payment shall be made in installments, as
follows: one-half (1/2) upon execution of this Agreement; one-quarter (1/4) on September
30, 2007; and one quarter (1/4) on January 1, 2008.  The Supplemental Payment
installments shall be paid notwithstanding any other provisions of this Agreement, except
that any remaining unpaid Supplemental Payment installments shall not be made in the
event of a termination for Cause, as defined in subparagraph 5.4 below, nor shall any
remaining unpaid Supplemental Payment installments be made if Employee shall terminate
his employment for any reason, except termination by reason of the Employee’s death or
total disability, in which case any remaining unpaid Supplemental Payment installments
shall be accelerated and paid on the Date of Termination.



		            3.4 	Benefits





During
his Employment, the Employee shall be entitled to participate, subject to and in
accordance with applicable eligibility requirements, in such fringe benefit programs as
shall be provided to other employees of the Company and its affiliated companies from
time to time by action of the Board (or any person or committee appointed by the Board to
determine fringe benefit programs and other emoluments). If the Board reduces the
Employee’s duties and Annual Base Salary, all accrued vacation will be paid to Employee
on the date of such change and the employee shall be entitled to participate, subject to
and in accordance with applicable eligibility requirements, in such fringe benefit
programs as shall be provided to other employees of the Company.



		3.5 	Expenses





The
Employee shall be entitled to receive prompt reimbursement for all reasonable employment
expenses incurred by him in accordance with the policies, practices and procedures of the
Company and its affiliated companies in effect for the employees of the Company and its
affiliated companies.



	
4. 	
TERMINATION





Employment
of the Employee during the Employment Period may be terminated as follows but, in any
case, the noncompetition, nondisclosure and noninterference provisions set forth in
Sections 7, 8, 9, and 10 shall survive the termination of this Agreement and the
termination of the Employee’s employment with the Company:



		4.1 	By
the Company or the Employee





Upon
giving Notice of Termination, either party may terminate Employee’s employment at will,
for any reason or no reason.





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		4.2 	Automatic
Termination





This
Agreement and the Employee’s employment shall terminate automatically upon the death or
“total disability” of the Employee. The term “total disability” as used herein shall mean
Employee’s inability to perform assigned duties for a period or periods aggregating 120
calendar days in any 12-month period as a result of physical or mental illness, loss of
legal capacity or any other cause beyond Employee’s control, unless Employee is granted a
leave of absence by the Board. Employee and the Company hereby acknowledge that
Employee’s ability to perform assigned duties is of the essence of this Agreement.
Termination hereunder shall be deemed to be effective (a) at the end of the calendar
month in which Employee’s death occurs or (b) immediately upon a determination by the
Board of Employee’s total disability, as defined herein.



		4.3 	Notice
of Termination





Except
as otherwise provided below, any termination by the Company or by the Employee during the
Employment Period shall be communicated by written Notice of Termination to the other
party given 20 days in advance in accordance with Section 6. The “Date of Termination”
shall be the first day after the 20 day notice period.



Provided,
however, that if the Employee’s employment is terminated by reason of death, the Date of
Termination shall be the end of the calendar month in which the Employee’s death occurs.
 If the Employee’s employment is terminated by reason of total disability, the Date of
Termination shall be immediately upon a determination by the Board of the Employee’s
total disability.  In the case of termination of the Agreement by the Company for Cause,
as defined below, the Date of Termination shall be immediately upon communication of the
termination decision to Employee in accordance with subparagraph 5.2 below.



The
Employee’s employment and performance of services will continue during any applicable
notice period; provided, however, that the Company may, upon notice to the Employee and
without reducing the Employee’s compensation during such period, excuse the Employee from
any or all of his duties during such period.



	
5. 	
TERMINATION
PAYMENTS





In
the event of termination of the Employee’s employment, all compensation and benefits set
forth in this Agreement shall terminate except as specifically provided in this Section 5.



		5.1 	Termination
by the Company without Cause





If
the Company terminates the Employee’s employment without Cause, as defined in
subparagraph 5.4 below, the Employee shall be entitled to receive payment of the
following accrued obligations (the “Accrued Obligations”):





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		                        (i) 	the
Employee’s Annual Base Salary through the Date of Termination to the extent not
theretofore paid; and






		                         (ii) 	any
compensation previously deferred by the Employee (together with accrued interest or
earnings thereon, if any) as such deferred compensation             becomes payable under
the deferral plan, and any accrued vacation pay, in each case to the extent not
theretofore paid.





Further,
Employee shall receive any remaining unpaid Supplemental Payment installments, which
shall accelerate to Date of Termination.



		5.2 	Termination
by the Company for Cause or by Employee





If
the Employee’s employment shall be terminated by the Company for Cause, or Employee shall
terminate his employment for any reason, this Agreement shall terminate without further
obligation to the Employee other than the obligation to pay to the Employee his Annual
Base Salary through the Date of Termination plus the amount of any compensation
previously deferred by the Employee (as such deferred compensation becomes payable under
the deferral plan) and accrued vacation, in each case to the extent theretofore unpaid.
 In the case of termination by the Company for Cause under this subparagraph, the Notice
of Termination shall be provided to Employee but (a) the twenty day advance notice
requirement provided in subparagraph 4.3 shall not apply; and (b) the Date of Termination
shall be the date on which the employee receives the Notice of Termination.



		5.3 	Termination
Because of Death or Total Disability





If
the Employee’s employment is terminated by reason of the Employee’s death or total
disability, this Agreement shall terminate automatically without further obligations to
the Employee or his legal representatives under this Agreement, other than for payment of
Accrued Obligations (which shall be paid to the Employee’s estate or beneficiary, as
applicable in the case of the Employee’s death), and payment of any unpaid Supplement
Payment installments provided for in subparagraph 3.3, which shall accelerate to the Date
of Termination.



		5.4 	Cause





Wherever
reference is made in this Agreement to termination being with or without Cause, “Cause”
shall include, without limitation, the occurrence of one or more of the following events:



(a)
        Failure or refusal to carry out the lawful assigned duties or any directions of
the Board, which directions are reasonably consistent with the duties herein set forth to
be performed by Employee;





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(b)
        Violation by Employee of a state or federal criminal law involving the commission
of a crime against the Company or a felony;



(c)
       Current use by Employee of illegal substances; deception, fraud, misrepresentation
or dishonesty by Employee; any incident materially compromising Employee’s reputation or
ability to represent the Company with the public; any act or omission by Employee which
substantially impairs the Company’s business, good will or reputation; or any other
misconduct; or



(d)
       Any other material violation of any provision of this Agreement.



		5.5 	Acceleration
of Stock Options





In
the event Employee’s employment is terminated as provided in subparagraphs 5.1 or 5.3
above, all of Employee’s stock options issued pursuant to the Eden Bioscience Corporation
1995 Combined Incentive and Nonqualified Stock Option Plan or 2000 Stock Incentive Plan
(the “Option Plans”) will fully accelerate to the Date of Termination in vesting and
exercisability. Nothing contained in this Agreement shall affect the right of Employee to
receive benefits or other shares under any option plan existing or adopted by the
Company. The Options will be designated as incentive stock options to the extent
permitted under the Option Plans and applicable law.



	
6. 	
FORM
OF NOTICE





All
notices given hereunder shall be given in writing, shall specifically refer to this
Agreement and shall be personally delivered or sent by telecopy or other electronic
facsimile transmission or by registered or certified mail, return receipt requested, at
the address set forth below or at such other address as may hereafter be designated by
notice given in compliance with the terms hereof:




If
to Employee:



	 	Bradley S. Powell

      22906 81st Avenue SE

Woodinville, WA 98072





If
to the Company:



	 	Eden Bioscience Corporation 

      11816 North Creek Parkway North

Bothell, WA 98011









	Form 8-K - EDEN BIOSCIENCE Corporation 
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Copy
to:



	 	Andrew
B. Moore                         

Perkins Coie LLP

1201 Third
Avenue, 40th Floor

Seattle, WA 98101-3099




If notice is
mailed, such notice shall be effective upon mailing, or if notice is personally delivered
or sent by telecopy or other electronic facsimile transmission, it shall be effective
upon receipt.



	
7. 	
NONCOMPETITION





Employee
agrees that during the Employment Period and for a period of eighteen (18) months
thereafter, he will not, except in furtherance of his employment with the Company,
without the prior written consent of the Company, either directly or indirectly operate,
control, advise, be engaged by, perform any consulting services for, invest in (other
than less than one percent of the outstanding stock in a publicly held corporation which
is listed on the NASDAQ national market or traded over-the-counter or on a recognized
securities exchange) or otherwise become associated in any capacity with, any business,
company, partnership, organization, proprietorship, or other entity who or which
manufactures products or traits which use organisms or other byproducts or which is
developing products or traits, to (i) treat soil or foliar diseases of plants or (ii)
enhance growth or insect tolerance of plants (the “Company Products”) in competition with
the Company in those geographical areas in which the Company conducts or has conducted
such business, or intends to conduct business, consistent with the Company’s current,
written business plans, during Employee’s employment.



	
8. 	
NONDISCLOSURE





Employee
agrees at all times to hold as secret and confidential (unless disclosure is required by
the Company or would be in furtherance of Employee’s employment with the Company or is
required pursuant to court order, subpoena in a governmental proceeding, arbitration or
pursuant to other process or requirement of law) any and all knowledge, information,
developments, manufacturing and trade secrets, know-how and confidences of the Company or
its business of which he has knowledge during the Employment Period, to the extent such
matters have not previously been made public, are not thereafter made public, or do not
otherwise become available to Employee from a third party not, to Employee’s best
knowledge, bound by any confidentiality agreement with the Company (“Confidential
Information”). The phrase “made public” as used in this Agreement shall apply to matters
within the domain of (a) the general public or (b) the Company’s industry. Employee
agrees not to use such knowledge for his own benefit or for the benefit of others or,
except as provided above, disclose any of such Confidential Information without the prior
written consent of the Company, which consent shall make express reference to this
Agreement.





	Form 8-K - EDEN BIOSCIENCE Corporation 
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9. 	
NONINTERFERENCE





Employee
agrees that during the Employment Period and for a period of eighteen (18) months
thereafter, he will not, except in furtherance of his employment with the Company or as a
part of his duties as an officer of the Company, without the prior written consent of the
Company, directly or indirectly solicit, induce or attempt to solicit or induce any
employee, agent or other representative or associate of the Company to terminate its
relationship with the Company or in any way interfere with such a relationship or a
relationship between the Company and any of its suppliers or distributors.



	
10. 	
DISCLOSURE
OF PROPRIETARY INTELLECTUAL PROPERTY






		10.1 	Disclosure
of Intellectual Property





Employee
agrees that he will promptly disclose to the Company any and all improvements,
discoveries, ideas, developments or inventions composing proprietary intellectual
property which may be material to the operations and business of the Company (the
“Improvements”) which Improvements are made or conceived by Employee, acting alone or in
conjunction with others, (a) during the Employment Period, or (b) to the extent the
Improvements are specifically and directly related to the Company Products within three
(3) years after the Employment Period, if such Improvement results from or was suggested
by such employment. Employee shall not disclose any such Improvement to any person,
except the Company and shall use all reasonable efforts to provide the Company written
disclosure of such Improvements. Each such Improvement shall be the sole and exclusive
property of and is hereby assigned to the Company. Employee agrees that, at the request
of the Company, Employee will execute such applications, statements, assignments or other
documents, furnish such information and data and take all such other action (including
without limitation the giving of testimony) as the Company may from time to time
reasonably request in order to obtain for the Company a registration or patent in the
United States or any foreign country covering or pertaining to any such Improvement. The
Company and Employee hereby acknowledge and agree that the obligations set forth in this
Section 10 do not apply to an Improvement for which no equipment, supplies, facility,
copyright, patent or patent application, registration, information, or other intellectual
property or trade secret information of the Company was used and which was developed
entirely on Employee’s own time, unless (a) the Improvement relates (i) directly to the
business of the Company, or (ii) to the Company’s actual or demonstrably anticipated
research or development, or (b) the Improvement results from any work performed by
Employee for the Company.



		10.2 	Confidentiality
and Disclosure Agreement





Employee
agrees to execute and be bound by the terms of the Company’s Employee Confidentiality and
Disclosure Agreement.





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11. 	
REPRESENTATIONS,
WARRANTIES AND OTHER CONDITIONS





In
order to induce the Company to enter into this Agreement, the Employee represents and
warrants to the Company as follows:



		11.1 	Health





The
Employee is in good health and knows of no physical or mental disability which, with or
without any accommodation which may be required by law and which places no undue burden
on the Company, would prevent him from fulfilling his obligations hereunder. The Employee
agrees, if the Company requests, to submit to periodic medical examinations by a
physician or physicians designated by, paid for and arranged by the Company. The Employee
agrees that the examination’s medical report shall be provided to the Company.



		11.2 	No
Violation of Other Agreements





The
Employee represents that neither the execution nor the performance of this Agreement by
the Employee will violate or conflict in any way with any other agreement by which the
Employee may be bound.



		11.3 	Reaffirmation
of Obligations





The
Employee hereby reaffirms the Employee Confidentiality and Disclosure Agreement
previously executed by Employee.



	
12. 	
INTEGRATION






This
Agreement constitutes the entire agreement between Employee and the Company relating in
any way to the employment of Employee by the Company, and supersedes all prior
discussions, understandings and agreements between them with respect thereto.



	
13. 	
INVALID
PROVISION






The
invalidity or unenforceability of any particular provision of this Agreement shall not
affect any other provision hereof, and the Agreement shall be construed in all other
respect as if such invalid or unenforceable provisions were omitted. However, if any
court should determine that the duration or any other feature of any restriction
contained in Section 8 of this Agreement is unenforceable, it is the intention of the
parties that the provisions of such Section as set forth herein shall not thereby be
terminated, but shall be deemed amended to the extent required to render them valid and
enforceable.





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14. 	
ATTORNEYS’
FEES





In
the event of a dispute arising out of the interpretation or enforcement of this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees
and costs.



	
15. 	
BINDING
EFFECT





This
Agreement shall be binding upon and shall inure to the benefit of the respective parties
hereto, their heirs, executors, successors and assigns.



	
16. 	
GOVERNING
LAW





This
Agreement and the parties’ performance hereunder shall be governed by and interpreted
under the laws of the State of Washington. Employee agrees to submit to the jurisdiction
of the courts of the State of Washington, and that venue for any action arising out of
this Agreement or the parties’ performance hereunder may be laid in King County,
Washington.



	
17. 	
AMENDMENTS





Any
term of this Agreement may be amended and the observance of any term may be waived
(either generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the parties.



	
18. 	
ASSIGNMENT





This
Agreement is personal to Employee and shall not be assignable by Employee or the Company.



	
19. 	
CONSENTS
AND WAIVERS





No
consent or waiver, express or implied, by any party hereto to or of any breach or default
by any other party in the performance by the others of their obligations hereunder shall
be valid unless in writing, and no such consent or waiver shall be deemed or construed to
be a consent or waiver to or of any other breach or default in the performance by such
other party of the same or any other obligations of such party hereunder. Failure on the
part of any party to complain of any act or failure to act of any other party or to
declare the other parties in default, irrespective of how long such failure continues,
shall not constitute a waiver by such party of its rights hereunder. The granting of any
consent or approval in any one instance by or on behalf of the Company shall not be
construed to waive or limit the need for such consent or approval in any other subsequent
instance.





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20. 	
HEADINGS





Titles
or captions of sections contained in this Agreement are inserted only as a matter of
convenience and for reference, and in no way define, limit, extend or describe the scope
of this Agreement or the intent of any provisions hereof.



	
21. 	
REMEDIES
IN EQUITY





The
rights and remedies of the parties hereunder shall not be mutually exclusive, i.e., the
exercise of one or more of the provisions hereof shall not preclude the exercise of any
other provisions hereof. The parties confirm that damages at law will be an inadequate
remedy for a breach or threatened breach of this Agreement and agree that their
respective rights and obligations hereunder shall be enforceable by specific performance,
injunction or other equitable remedy as well as at law or otherwise.



	
22. 	
ARBITRATION





Any
controversies or claims arising out of or relating to this Agreement or to employee’s
employment with the company shall be fully and finally settled by arbitration in the City
of Seattle, Washington under Washington law and in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect (the AAA Rules),
conducted by one arbitrator either mutually agreed upon by the company and the employee
or chosen in accordance with the AAA rules.



IN
WITNESS WHEREOF, the parties have executed and entered into this Agreement on the date
set forth above.


	 	EMPLOYEE
	 	 	 
	 	 	 
	 	By: 	/s/ Bradley S. Powell
	 	 	

	 	 	 Bradley S. Powell 
	 	 	 
	 	EDEN BIOSCIENCE CORPORATION
	 	 	 
	 	 	 
	 	By: 	/s/ William T. Weyerhaeuser
	 	 	

	 	 	 William T. Weyerhaeuser 






	Form 8-K - EDEN BIOSCIENCE Corporation 
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