EDEN Bioscience Corporation - Exhibit 10.1







Form 10-Q Table of Contents




Exhibit 10.1 



AMENDMENTS TO ZHONGMIN
WEI’S EMPLOYMENT 
 AGREEMENT DATED AUGUST
16, 2000 



Section 3. Term of
Employment  



        Section 3 is replaced by Sections 3.1
and 3.2: 



        Section 3.1 



        Subject
to prior termination pursuant to Section 11 hereof, the term of this Agreement shall be
until December 31, 2004 and shall commence on the signing date hereof (the
“Employment Period”). 



        Section 3.2: 



        If
the Employee is terminated by Eden with less than six (6) months remaining in the
Employment Period, Employee shall have a “Termination Period” of no less than
six (6) months from the date of termination. 



Section 7.
Noncompetition  



        The first sentence is changed to: 



        Employee
agrees that during the Employment Period or the Termination Period and for a twelve (12)
month period from the end of whichever is in effect on December 31, 2004, he will not,
except in furtherance of his employment .... or similar institution of higher learning. 



        The last sentence is changed to: 



        Employee
shall be paid his base annual salary, including reimbursement for company standard health
care benefits for employee and his dependents, during any required noncompetition period
after the Employment period up to a maximum of eighteen months (six months severance and
12 months noncompetition period), provided he complies with the obligations set forth in
Sections 7, 8, 9 and 10 herein. 



Section 9.
Noninterference  



        Section 9 is changed to: 



        Employee
agrees that during the Employment Period or the Termination Period and for a twelve (12)
month period from the end of whichever is in effect on December 31, 2004, 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 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. 



Section 11.2 Events of
Termination  



        Subsection (a) is changed to: 



        Notwithstanding
anything to the contrary contained herein, this agreement shall terminate at the last to
expire of the Employment Period or the Termination Period and, except for the obligations
of the Employee set forth is Sections 8, 9, 10, and 11.3 hereof and the payments by the
Company set forth in Section 12.1 or 12.2, all rights and obligations of the Company and
Employee hereunder shall be completely null and void upon the earliest to occur of the
following: 



          	(i) 	
                    the death or total disability of Employee 


               



          	(ii) 	
                    the voluntary termination by the Employee of his employment with the Company
               during the term of this Agreement pursuant to Section 11.2 (b) hereof. 


               



Section 12.1
Termination by the Company  



        Section
12.1 is replaced with: If the Company terminates the Employee’s employment prior to
the end of the Employment Period covered by this agreement, Employee shall be entitled to
receive (a) any unpaid annual base salary and any accrued vacation and deferred
compensation (together with accrued interest or earnings thereon, if any) payable under
the deferral plan which has accrued for services already performed as of the date
termination of Employee’s employment becomes effective, and (b) base salary and
health insurance from the Termination Date through the end of the Employment Period or for
a Termination Period of six months, whichever period is longest, and (c) at Eden’s
sole option, noncompetition payments payable under Section 7 of the agreement for a period
of twelve months extending beyond either the Employment Period or the Termination Period,
depending on which is in effect, and (d) the acceleration of all unvested stock options. 



Section 12.2
Termination by Employee  



        Section
12.2 is replaced with: In the case of the termination of Employee’s employment by
Employee, Employee shall be (a) bound under Section 7 until December 31, 2004 without
further pay and at Eden’s option for twelve (12) months from that date with pay, and
(b) shall not be entitled to receive any payments hereunder, other than those set forth in
clause (a) of Section 12.1 hereof. 


	 	 	 	 
	EDEN Bioscience Corporation,

A Washington Corporation

	EMPLOYEE
	By	/s/ Rhett Atkins  7/8/03      
                       
Its President/CEO

	By	/s/ Zhongmin Wei  7/9/03      
                       
Zhongmin Wei


		Notice Address          

3830 Monte Villa Parkway

Bothell, WA  98021-6492 		Notice Address

6115 111th Avenue NE

Kirkland, WA  98033