**Exhibit 10.m**

 

**LYRIS TECHNOLOGIES EMPLOYMENT AGREEMENT**

 

This Employment Agreement (“Agreement”) isentered into between Lyris Technologies, Inc. (“Employer”), and JosephLambert (“Employee”).

 

In consideration of the employment orcontinued employment of Employee by Employer, Employer and Employee agree asfollows:

 

**1. Employment, Complete Agreement, and Modification**

 

Employeragrees to employ or continue to employ Employee and Employee agrees to beemployed by Employer on the terms and conditions set forth herein.  This Agreement supersedes all previouscorrespondence, promises, representations, and agreements, if any, eitherwritten or oral.  No provision of thisAgreement may be modified except in writing signed by both the Employer’s CEOand the Employee.

 

Employee warrants to Employer that Employeeis not bound by the terms of any contract with any prior employer or otherparty that would interfere with Employee’s ability to fully comply with theterms of this Agreement.

 

**2.**  **Duties and Compensation**

 

Employee shall perform any and all duties nowand hereafter assigned to Employee by Employer, or performed by Employeewhether or not assigned to Employee, for a salary as may from time to time befixed by Employer**. ** Employee agrees to abide by Employer’s rules,regulations, and practices, including but not limited to those concerning workschedules, vacation and sick leave, as they may from time to time be adopted ormodified, herein and in the Lyris Employee Handbook (“Handbook”).

 

**3.**  **Salary or Wage May BeChanged**

 

Employeeunderstands and agrees that Employee’s salary or hourly wage may be adjustedfrom time to time by Employer at Employer’s sole discretion without affectingthis Agreement.

 

**4.**  **Termination of Employment**

 

Employeeunderstands and agrees that all employment relationships with Employer are “atwill,” and as such Employee or Employer may end the employment relationship forany reason at any time, with or without cause or advance notice.

 

**5. Salary or Wage Is Full Compensation**

 

Employee understands that Employee’s salaryor hourly wage will constitute the full and exclusive monetary considerationand compensation for all services performed by Employee and for the performanceof all of Employee’s promises and obligations hereunder.

 

**6.**  **Other Compensation**

 

Employee understands and agrees that anyadditional compensation to Employee (whether a bonus or other form ofadditional compensation) shall rest in the sole discretion of Employer and thatEmployee shall not earn or accrue any right to additional compensation byreason of Employee’s employment.

 

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**7.**  **Employee Benefits Plan**

 

Employer may adopt or continue in forcebenefit plans for the benefit of its employees or certain of itsemployees.  Such benefit plans mayinclude, as examples only, group life insurance and medical insurance.  Employer may terminate any or all such plansat any time and may choose not to adopt any additional plans.  Employee’s rights under any benefits plansnow in force or later adopted by Employer shall be governed solely by theirterms.

 

**8.**  **Duty To Devote Full Timeand To Avoid Conflict of Interest**

 

Employee agrees that during the period ofemployment, Employee shall devote full-time efforts to his or her duties as anemployee of Employer.  During the periodof employment, Employee further agrees not to (i) solely or jointly withothers undertake or join any planning for or organization of any businessactivity competitive with the Employer’s business and (ii) directly orindirectly, engage or participate in any other activities that cause harm tothe Employer’s research and development, sales, marketing, public reputationand representation, or business in general.

 

**9.**  **Information DisclosedRemains Property of Employer**

 

All ideas, concepts, information, and writtenmaterial disclosed to Employee by Employer, or acquired from a customer orprospective customer of Employer, are and shall remain the sole and exclusiveproperty and proprietary information of Employer or such customers, and aredisclosed in confidence by Employer or permitted to be acquired from suchcustomers in reliance on Employee’s agreement to maintain them in confidenceand not to use or disclose them to any other person except in furtherance ofEmployer’s business.

 

**10.**  **Inventions and CreationsBelong to Employer**

 

Any and all inventions, discoveries,improvements, or creations (collectively “Creations”) which Employee hasconceived or made or may conceive or make either individually or with others,during the period of employment in any way, directly or indirectly, connectedwith Employer’s business, and any patents, trademarks and trade secret rightsissued or created in connection with such Creations, shall be the sole andexclusive property of Employer.  Employeeagrees that all copyrightable works created by Employee or under Employer’sdirection in connection with Employer’s business are “works made for hire” andshall be the sole and complete property of Employer and that any and allcopyrights to such works shall belong to Employer.  To the extent such works are not deemed to be“works made for hire,” Employee hereby assigns all proprietary rights,including copyright, in these works to Employer without further compensationincluding, without limit, any such work performed during work hours on Employer’spremises or using Employer’s equipment, facilities, intellectual property, ormoney.

 

Employee further agrees to (i) disclosepromptly to Employer all such Creations which Employee has made or may makesolely, jointly, or commonly with others, during the period of employment inany way, directly or indirectly, connected with Employer’s business, (ii) assignall such Creations to Employer, and (iii) execute and sign any and allapplications, assignments, or other instruments which Employer may deem necessaryin order to enable it, at its expense, to apply for, prosecute, and obtaincopyrights, patents or other proprietary rights in the United States andforeign countries or in order to transfer to Employer all right, 

 

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title, and interest in said Creations.This obligation applies to all Creations conceived during the term ofemployment with Employer and to Creations based on information developed duringthe term of employment, which are directly or indirectly connected withEmployer’s business.

 

Employee will maintain and make available toEmployer at any time during the term of employment with Employer all writtenrecords or drawings of any Creations made by Employee either alone or withothers during the course of employment with Employer.

 

Employeragrees, pursuant to California Labor Code Section 2870, that any Creationswhich Employee has conceived or made or may conceive or make eitherindividually or with others, during the period of employment in any way, notconnected with Employer’s business, and any patents, trademarks and tradesecret rights issued or created in connection with such Creations, shall be thesole and exclusive property of Employee.

 

**11.**  **Confidentiality**

 

a.  *Definition.*  Duringthe term of employment with Employer, Employee will have access to and becomeacquainted with various trade secrets and other proprietary and confidentialinformation which are owned by Employer and which are used in the operation ofEmployer’s business.  “Trade secrets andother proprietary and confidential information” consist of, for example, andnot intending to be inclusive, (i) software (source and object code),algorithms, computer processing systems, techniques, methodologies, formulae,processes, compilations of information, drawings, proposals, job notes,reports, records, and specifications, and (ii) information concerning anymatters relating to the business of Employer, any of its customers, customercontacts, licenses, the prices it obtains or has obtained for the licensing ofits software products and services, or any other information concerning thebusiness of the Employer and Employer’s good will.

 

b.  *No Disclosure. *Employeeshall not disclose or use in any manner, directly or indirectly, any such tradesecrets and other proprietary and confidential information either during theterm of this Agreement or at any time thereafter, except as required in thecourse of employment with Employer.

 

**12.**  **Return of Material**

 

Employee agrees that, upon request ofEmployer or upon termination of employment, Employee shall turn over toEmployer all documents, disks or other computer media, or other material in hisor her possession or under his or her control that (i) may contain or bederived from ideas, concepts, Creations, or trade secrets and other proprietaryand confidential information as set forth in paragraphs 9, 10 and 11 above, or (ii) connectedwith or derived from Employee’s services to Employer.

 

**13.** **Covenant Not To Compete**

 

a. * Restriction. *Employee agrees that he or she will not, during the course ofemployment and, to the extent permissible pursuant to applicable law, for aperiod of twelve (12) months commencing upon the expiration of employment,voluntarily or involuntarily, directly or indirectly, develop, or assist othersto develop, software product(s) with functionality similar to the functionalityof any software product(s) developed or under development by Employer.  The term “develop software product(s)” shallmean design, create general or

 

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detailed functional ortechnical specifications for, create or write code for, enhance, debug orotherwise modify code for, or otherwise participate in the creation ormodification of software product(s).

 

b. * Employee’s Acknowledgments andAgreements. *Employeeacknowledges and agrees that the software developed by Employer is or isintended to be marketed and licensed to customers worldwide .  Employee further acknowledges and agrees tothe reasonableness of this covenant not to compete and the duration of timethat are a part of this covenant. Employee also acknowledges and agrees that this covenant will notpreclude Employee from becoming gainfully employed following termination ofemployment with Employer.

 

**14.**  **Inducing Employees ToLeave Employer; Employment of Employees**

 

Any attempt on the part of Employee to induceothers to leave Employer’s employ, or any effort by Employee to interfere withEmployer’s relationship with its other employees would be harmful and damagingto Employer.  Employee agrees that duringthe term of employment and for a period of twelve (12) months thereafter,Employee will not in any way, directly or indirectly (i) induce or attemptto induce any employee of Employer to quit employment with Employer;  (ii) otherwise interfere with or disruptEmployer’s relationship with its employees; (iii) solicit, entice, or hire away any employee of Employer; or (iv) hireor engage any employee of Employer or any former employee of Employer whoseemployment with Employer ceased less than one (1) year before the date ofsuch hiring or engagement.

 

**15.**  **Nonsolicitation ofBusiness**

 

During Employee’s employment with Employerand for a period of twelve (12) months from the date of termination of suchemployment, Employee will not divert or attempt to divert from Employer any businessEmployer had enjoyed or solicited from its customers during the twelve (12)months prior to the termination of Employee’s employment.

 

**16.** **Remedies - Injunction**

 

In the event of a breach or threatened breachby Employee of any of the provisions of this Agreement, Employee agrees thatEmployer — in addition to and not in limitation of any other rights, remedies,or damages available to Employer at law or in equity — shall be entitled to apermanent injunction in order to prevent or restrain any such breach byEmployee or by Employee’s partners, agents, representatives, servants,employees, and/or any and all persons directly or indirectly acting for or withEmployee.

 

**17.**  **Severability**

 

In the event that any of the provisions ofthis Agreement shall be held to be invalid or unenforceable in whole or inpart, those provisions to the extent enforceable and all other provisions shallnevertheless continue to be valid and enforceable as though the invalid orunenforceable parts had not been included in this Agreement.  In the event that any provision relating tothe time period or scope of restriction shall be declared by a court ofcompetent jurisdiction to exceed the maximum time period or scope such courtdeems reasonable and enforceable, then the time period or scope of restrictiondeemed reasonable and enforceable by the court shall become and shallthereafter be the maximum time period.

 

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**18.**  **Governing Law**

 

This Agreement shall be construed andenforced according to the laws of the State of California. All legal actionsarising under this Agreement shall be instituted in, and both Employer andEmployee consent to jurisdiction in the courts of Alameda County, California.

 

**19.**  **Agreement: Read,Understood, and Accepted**

 

Employee has carefully read and understoodthis Agreement, and agrees to comply with all of its provisions.

 

**AGREED:**

 

 

**EMPLOYER:**

 
| /*s/ Luis A. Rivera*             |   |
|----------------------------------|--------|
| Signature                        |
|                             |
| Luis A. Rivera                   |   |
| Name                             |
|                             |
| President                        |   |
| Title                            |
|                             |
| Lyris Technologies, Inc.    |
| 2070 Allston Way, Suite 200 |
| Berkeley, CA 94704               |
|                             |
| 8/29/2005                        |   |
| Date                             |
|                             |
|                             |
| **EMPLOYEE:**                    |
|                             |
| /s/ Joseph Lambert               |   |
| Signature                        |
|                             |
| Joseph Lambert                   |   |
| Name                             |
|                             |
| Vice President, Controller       |   |
| Title                            |
|                             |
| 8/29/2005                        |   |
| Date                             |
|                                  |        |  |  |  |  |  |  |  |

 

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