**Exhibit 10(u)**

 

 

May 11, 2007

 

To: Sean Ryan

From: Luis Rivera

 

DearSean,

 

Thank you for meeting with us!  Everyone here has enjoyed speaking with you,and we’d like you to join Lyris! I am pleased to confirm the offer made to youfor the position of Vice President of Engineering. Your start date will beMay 21, 2007 working in our Emeryville office, reporting to Robb Wilson, VicePresident of Technology.

 

The terms of this offer include:

 

•                  An annual basesalary of $210,000, paid to yousemi-monthly

•                  Your position isexempt, which means you are not eligible for overtime pay

•                  An annual meritbonus of up to $20,000 paid out quarterly

•                  10 days paidvacation per year

•                  10 days paidsick leave per year

•                  Partially-subsidizedmedical, dental and vision plans

•                  Flexiblespending accounts for healthcare and dependent care

•                  401(k) planafter one month of employment

•                  A stock optiongrant of 400,000 shares (pending board approval)

•                  6 months’ severance for termination withoutcause after initial trial period of 6 months

•                  Temporaryhousing costs for up to 3 weeks.

•                  Roundtripairfare for yourself or your spouse to commute from the Bay Area to SouthCarolina 3 weeks out of every 8 for up to 12 months.

•                  A relocation allowance of up to $20,000reimbursed to you 50% after your first year of employment and 50% after yoursecond year of employment. This allowance must be used within the first 12months of employment.

 

Your responsibilities in this role will include, but not be limited to,the following:

 

•                  Participating informulating and administering company policies and developing long-range goalsand objectives.

•                  Leading andcontributing to the formulation, execution and communication of companytechnology strategy and platform direction

•                  Regularlyreview, analyzes and reports on activities, costs, operations, and forecastdata to determine department progress toward stated financial goals andobjectives.

•                  Determines role,responsibilities, organizational model and staffing needs for their respectivearea to best support company goals and objectives.

•                  Recruits, hires,coaches and develops a high performing team.

•                  Establisheseffective practices, tools and standards for communicating information to therest of the Executive team regarding activities and progress.

•                  Activelyparticipates in sales and business development processes as necessary.

•                  Sets realisticexpectations and then closely monitors, aligns and communicates progress.

 

 

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•                  Constantly seeksways to improve the performance of the organization by increasing efficiency,lowering costs and improving quality.

•                  Additionalduties as assigned.

 

Sean, this covers the main points of ouremployment offer to you. Kindly indicate your acceptance of our offer bysigning one copy of this letter and returning Amanda Griffith, HR Manager(private fax: 510-225-2330). This offer is contingent upon completion ofsatisfactory references.

 

Best regards,

 

 

Luis Rivera

Chief Executive Officer

 

 
| Accepted: | /s/ Sean  Ryan |   | Date: | May 16, 2007 |   |
|-----------|----------------|--------|-------|--------------|--------|

 

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