Exhibit 10.02


    
      
        

      

    

    
      Exhibit
        10.02
NUTRACEA

    


    2005
      EQUITY INCENTIVE PLAN

    


    As
      Adopted May 26, 2005

    


    


    1.    PURPOSE.
      The
      purpose of this Plan is to provide incentives to attract, retain and motivate
      eligible persons whose present and potential contributions are important to
      the
      success of the Company, its Parent, Subsidiaries and Affiliates, by offering
      them an opportunity to participate in the Company's future performance through
      awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not
      defined in the text are defined in Section 24.

    


    2.    SHARES SUBJECT TO THE PLAN.

    


    2.1    Number of Shares Available.
      Subject
      to Sections 2.2 and 18, the total number of Shares reserved and available for
      grant and issuance pursuant to this Plan will be 10,000,000. Subject to Sections
      2.2 and 18, Shares that: (a) are subject to issuance upon exercise of an Option
      but cease to be subject to such Option for any reason other than exercise of
      such Option; (b) are subject to an Award granted hereunder but are forfeited
      or
      are repurchased by the Company at the original issue price; or (c) are subject
      to an Award that otherwise terminates without Shares being issued; will again
      be
      available for grant and issuance in connection with future Awards under this
      Plan. In order that ISO’s may be granted under this Plan, no more than
      10,000,000 Shares shall be issued as ISOs. At all times the Company shall
      reserve and keep available a sufficient number of Shares as shall be required
      to
      satisfy the requirements of all outstanding Options granted under this Plan
      and
      all other outstanding but unvested Awards granted under this Plan. 

    


    2.2    Adjustment of Shares.
      In the
      event that the number of outstanding Shares is changed by a stock dividend,
      recapitalization, stock split, reverse stock split, subdivision, combination,
      reclassification or similar change in the capital structure of the Company
      without consideration, then (a) the number of Shares reserved for issuance
      under
      this Plan, (b) the Exercise Prices of and number of Shares subject to
      outstanding Options, (c) the maximum number of Shares that may be issued as
      ISOs
      set forth in Section 2.1, and (d) the number of Shares subject to other
      outstanding Awards will be proportionately adjusted, subject to any required
      action by the Board or the shareholders of the Company and compliance with
      applicable securities laws; provided,
      however,
      that
      fractions of a Share will not be issued but will either be replaced by a cash
      payment equal to the Fair Market Value of such fraction of a Share or will
      be
      rounded up to the nearest whole Share, as determined by the
      Committee.

    


    3.    ELIGIBILITY.
      ISOs
      (as defined in Section 5 below) may be granted only to employees (including
      officers and directors who are also employees) of the Company or of a Parent
      or
      Subsidiary of the Company. All other Awards may be granted to employees,
      officers, directors, consultants and advisors of the Company or any Parent,
      Subsidiary or Affiliate of the Company; provided such consultants and advisors
      render bona fide services not in connection with the offer and sale of
      securities in a capital-raising transaction. A person may be granted more than
      one Award under this Plan.

    


    4.    ADMINISTRATION.

    


    4.1    Committee Authority.
      This
      Plan will be administered by the Committee or by the Board acting as the
      Committee. Subject to the general purposes, terms and conditions of this Plan,
      and to the direction of the Board, the Committee will have full power to
      implement and carry out this Plan. Without limitation, the Committee will have
      the authority to:

    


    
      	 	
              (a)

            	
              construe
                and interpret this Plan, any Award Agreement and any other agreement
                or
                document executed pursuant to this Plan;


            


    

    


    
      	 	
              (b)

            	
              prescribe,
                amend and rescind rules and regulations relating to this Plan;
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        NutraCea

        2005
          Equity Incentive Plan

      

    


    
      	 	
              (c)

            	
              select
                persons to receive Awards;

            


    

    


    
      	 	
              (d)

            	
              determine
                the form and terms of Awards (which need not be identical), including
                but
                not limited to, the time or times at which Options shall be exercisable
                and the extension or acceleration of any such provisions or limitations,
                based in each case on such factors as the Committee shall determine,
                in
                its sole discretion;

            


    

    


    
      	 	
              (e)

            	
              determine
                the number of Shares or other consideration subject to
                Awards;

            


    

    


    
      	 	
              (f)

            	
              determine
                whether Awards will be granted singly, in combination with, in tandem
                with, in replacement of, or as alternatives to, other Awards under
                this
                Plan or any other incentive or compensation plan of the Company or
                any
                Parent, Subsidiary or Affiliate of the
                Company;

            


    

    


    
      	 	
              (g)

            	
              grant
                waivers of Plan or Award
                conditions;

            


    

    


    
      	 	
              (h)

            	
              determine
                the vesting, exercisability and payment of
                Awards;

            


    

    


    
      	 	
              (i)

            	
              correct
                any defect, supply any omission or reconcile any inconsistency in
                this
                Plan, any Award or any Award
                Agreement;

            


    

    


    
      	 	
              (j)

            	
              determine
                whether an Award has been earned;
                and

            


    

    


    
      
        
          	
                	(k)	
                  make
                    all other determinations necessary or advisable for the administration
                    of
                    this Plan.

                


        

      

    

    


    4.2    Committee Discretion.
      Any
      determination made by the Committee with respect to any Award will be made
      in
      its sole discretion at the time of grant of the Award or, unless in
      contravention of any express term of this Plan or Award, at any later time,
      and
      such determination will be final and binding on the Company and on all persons
      having an interest in any Award under this Plan. The Committee may delegate
      to
      one or more officers of the Company the authority to grant an Award under this
      Plan to Participants who are not Insiders of the Company.

    


    4.3    Compliance
      with Code Section 162(m).
      If two
      or more members of the Board are “outside directors” within the meaning of
      Section 162(m) of the Code (“Outside
      Directors”),
      the
      Committee shall be comprised of at least two members of the Board, all of whom
      are Outside Directors.

    


    5.    OPTIONS.
      The
      Committee may grant Options to eligible persons and will determine whether
      such
      Options will be Incentive Stock Options within the meaning of the Code
      ("ISOs")
      or
      Nonqualified Stock Options ("NQSOs"),
      the
      number of Shares subject to the Option, the Exercise Price of the Option, the
      period during which the Option may be exercised, and all other terms and
      conditions of the Option, subject to the following:

    


    5.1    Form of Option Grant.
      Each
      Option granted under this Plan will be evidenced by an Award Agreement which
      will expressly identify the Option as an ISO or an NQSO ("Stock
      Option Agreement"),
      and
      will be in such form and contain such provisions (which need not be the same
      for
      each Participant) as the Committee may from time to time approve, and which
      will
      comply with and be subject to the terms and conditions of this
      Plan.

    


    5.2    Date of Grant.
      The
      date of grant of an Option will be the date on which the Committee makes the
      determination to grant such Option, unless otherwise specified by the Committee.
      The Stock Option Agreement and a copy of this Plan will be delivered to the
      Participant within a reasonable time after the granting of the
      Option.

    


    5.3    Exercise Period
      and Expiration Date.
      An
      Option will vest and become exercisable within the times or upon the occurrence
      of events determined by the Committee and set forth in the Award Agreement
      governing such Options, subject to the provisions of Section 5.6, and subject
      to
      Company policies established by the Committee from time to time. The Committee
      may provide for Options to vest and become exercisable at one time or from
      time
      to time, periodically or otherwise, in such number of Shares or percentage
      of
      Shares subject to the Option as the Committee determines. However, except in
      the
      case of Options granted to Officers, Directors, and Consultants, Options shall
      become exercisable at a rate of no less than 20% per year over five (5) years
      from the date the Options are granted. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        NutraCea

        2005
          Equity Incentive Plan

      

    


    No
      Option
      will be exercisable after the expiration of ten (10) years from the date the
      Option is granted; and provided 
      further
      that no
      ISO granted to a person who directly or by attribution owns more than ten
      percent (10%) of the total combined voting power of all classes of stock of
      the
      Company or of any Parent or Subsidiary of the Company ("Ten Percent Shareholder")
      will be
      exercisable after the expiration of five (5) years from the date the ISO is
      granted.

    


    5.4    Exercise Price.
      The
      Exercise Price of an NQSO will be determined by the Committee when the Option
      is
      granted; provided,
      however,
      that if
      expressly required by one or more state securities authorities or laws as a
      condition of issuing Awards and Shares in compliance with the securities laws
      of
      such state, the exercise price of an NQSO shall not be less than 85% of the
      Fair
      Market Value of the Shares on the date of grant and the Exercise Price of any
      NQSO granted to a Ten Percent Shareholder shall not be less than 110% of the
      Fair Market Value of the Shares on the date of grant. The Exercise Price of
      an
      ISO will be not less than 100% of the Fair Market Value of the Shares on the
      date of grant and the Exercise Price of any ISO granted to a Ten Percent
      Shareholder will not be less than 110% of the Fair Market Value of the Shares
      on
      the date of grant. Payment for the Shares purchased may be made in accordance
      with Section 8 of this Plan.

    


    5.5    Method of Exercise.
      Options
      may be exercised only by delivery to the Company of a written stock option
      exercise agreement (the "Exercise Agreement")
      in a
      form approved by the Committee (which need not be the same for each
      Participant), stating the number of Shares being purchased, the restrictions
      imposed on the Shares purchased under such Exercise Agreement, if any, and
      such
      representations and agreements regarding Participant's investment intent and
      access to information and other matters, if any, as may be required or desirable
      by the Company to comply with applicable securities laws, together with payment
      in full of the Exercise Price for the number of Shares being
      purchased.

    


    5.6    Termination.
      Notwithstanding the exercise periods set forth in the Stock Option Agreement,
      exercise of an Option will always be subject to the following:

    


    
      	 	
              (a)

            	
              If
                the Participant is Terminated for any reason except death or Disability,
                then the Participant may exercise such Participant's Options only
                to the
                extent that such Options would have been exercisable upon the Termination
                Date no later than thirty (30) days after the Termination Date (or
                such
                longer time period not exceeding five (5) years as may be determined
                by
                the Committee, with any exercise beyond three (3) months after the
                Termination Date deemed to be an NQSO), but in any event, no later
                than
                the expiration date of the Options.

            


    

    


    
      	 	
              (b)

            	
              If
                the Participant is Terminated because of Participant's death or Disability
                (or the Participant dies within three (3) months after a Termination
                other
                than because of Participant's Disability), then Participant's Options
                may
                be exercised only to the extent that such Options would have been
                exercisable by Participant on the Termination Date and must be exercised
                by Participant (or Participant's legal representative or authorized
                assignee) no later than twelve (12) months after the Termination
                Date (or
                such shorter (but not less than six months) or longer time period
                not
                exceeding five (5) years as may be determined by the Committee, with
                any
                such exercise beyond (a) three (3) months after the Termination Date
                when
                the Termination is for any reason other than the Participant's death
                or
                “disability,” as defined in Section 22(e)(3) of the Code, or (b) twelve
                (12) months after the Termination Date when the Termination is for
                Participant's death or Disability, deemed to be an NQSO), but in
                any event
                no later than the expiration date of the
                Options.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        NutraCea

        2005
          Equity Incentive Plan

      

    


    
      	 	
              (c)

            	
              Notwithstanding
                the provisions in paragraphs 5.6(a) and (b) above, Award Agreements
                and
                other agreements relating to Awards under this Plan may include a
                provision that if a Participant is terminated for Cause, neither
                the
                Participant, the Participant’s estate nor such other person who may then
                hold the Option shall be entitled to exercise any Option with respect
                to
                any Shares whatsoever, after termination of service, whether or not
                after
                termination of service the Participant may receive payment from the
                Company or a Subsidiary for vacation pay, for services rendered prior
                to
                termination, for services rendered for the day on which termination
                occurs, for salary in lieu of notice, or for any other benefits.
                For the
                purpose of this paragraph, termination of service shall be deemed
                to occur
                on the date when the Company dispatches notice or advice to the
                Participant that Participant’s service is
                terminated.

            


    

    


    5.7    Limitations on Exercise.
      The
      Committee may specify a reasonable minimum number of Shares that may be
      purchased on any exercise of an Option, provided that such minimum number will
      not prevent Participant from exercising the Option for the full number of Shares
      for which it is then exercisable.

    


    5.8    Limitations on ISOs.
      The
      aggregate Fair Market Value (determined as of the date of grant) of Shares
      with
      respect to which ISOs are exercisable for the first time by a Participant during
      any calendar year (under this Plan or under any other incentive stock option
      plan of the Company or any Affiliate, Parent or Subsidiary of the Company)
      will
      not exceed $100,000. If the Fair Market Value of Shares on the date of grant
      with respect to which ISOs are exercisable for the first time by a Participant
      during any calendar year exceeds $100,000, then the Options for the first
      $100,000 worth of Shares to become exercisable in such calendar year will be
      ISOs and the Options for the amount in excess of $100,000 that become
      exercisable in that calendar year will be NQSOs. In the event that the Code
      or
      the regulations promulgated thereunder are amended after the Effective Date
      of
      this Plan to provide for a different limit on the Fair Market Value of Shares
      permitted to be subject to ISOs, such different limit will be automatically
      incorporated herein and will apply to any Options granted after the effective
      date of such amendment.

    


    5.9    Modification, Extension or Renewal.
      The
      Committee may modify, extend or renew outstanding Options and authorize the
      grant of new Options in substitution therefor, provided that any such action
      may
      not, without the written consent of a Participant, impair any of such
      Participant's rights under any Option previously granted. Any outstanding ISO
      that is modified, extended, renewed or otherwise altered will be treated in
      accordance with Section 424(h) of the Code. The Committee may reduce the
      Exercise Price of outstanding Options without the consent of Participants
      effected by a written notice to them; provided,
      however,
      that
      the Exercise Price may not be reduced below the minimum Exercise Price that
      would be permitted under Section 5.4 of this Plan for Options granted on the
      date the action is taken to reduce the Exercise Price.

    


    5.10    No Disqualification.
      Notwithstanding any other provision in this Plan, no term of this Plan relating
      to ISOs will be interpreted, amended or altered, nor will any discretion or
      authority granted under this Plan be exercised, so as to disqualify this Plan
      under Section 422 of the Code or, without the consent of the Participant
      affected, to disqualify any ISO under Section 422 of the Code.

    


    6.    RESTRICTED STOCK.
      A
      Restricted Stock Award is an offer by the Company to sell to an eligible person
      Shares that are subject to restrictions. The Committee will determine to whom
      an
      offer will be made, the number of Shares the person may purchase, the price
      to
      be paid (the "Purchase Price"),
      the
      restrictions to which the Shares will be subject, if any, and all other terms
      and conditions of the Restricted Stock Award, subject to the
      following:

    


    6.1    Form of Restricted Stock Award.
      All
      purchases under a Restricted Stock Award made pursuant to this Plan will be
      evidenced by an Award Agreement ("Restricted
      Stock Purchase Agreement")
      that
      will be in such form (which need not be the same for each Participant) as the
      Committee will from time to time approve, and will comply with and be subject
      to
      the terms and conditions of this Plan. The offer of Restricted Stock will be
      accepted by the Participant's execution and delivery of the Restricted Stock
      Purchase Agreement and full payment for the Shares to the Company within thirty
      (30) days from the date the Restricted Stock Purchase Agreement is delivered
      to
      the person. If such person does not execute and deliver the Restricted Stock
      Purchase Agreement along with full payment for the Shares to the Company within
      thirty (30) days, then the offer will terminate, unless otherwise determined
      by
      the Committee. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        NutraCea

        2005
          Equity Incentive Plan

      

    


    6.2    Purchase Price.
      The
      Purchase Price of Shares sold pursuant to a Restricted Stock Award will be
      determined by the Committee; provided,
      that if
      expressly required by any state securities authorities as a condition of the
      offer and sale of Shares subject to Restricted Stock Awards in compliance with
      the securities laws of such state, the Purchase Price will be at least 85%
      of
      the Fair Market Value of the Shares on the date the Restricted Stock Award
      is
      granted, except in the case of a sale to a Ten Percent Shareholder, in which
      case the Purchase Price will be 100% of the Fair Market Value. Payment of the
      Purchase Price may be made in accordance with Section 8 of this
      Plan.

    


    6.3    Restrictions.
      Restricted Stock Awards will be subject to such restrictions (if any) as the
      Committee may impose. The Committee may provide for the lapse of such
      restrictions in installments and may accelerate or waive such restrictions,
      in
      whole or part, based on length of service, performance or such other factors
      or
      criteria as the Committee may determine. 

    


    7.    STOCK BONUSES.

    


    7.1    Awards of Stock Bonuses.
      A Stock
      Bonus is an award of Shares (which may consist of Restricted Stock) for services
      rendered to the Company or any Parent, Subsidiary or Affiliate of the Company.
      A
      Stock Bonus may be awarded for past services already rendered to the Company,
      or
      any Parent, Subsidiary or Affiliate of the Company (provided that the
      Participant pays the Company the par value, if any, of the Shares awarded by
      such Stock Bonus in cash) pursuant to an Award Agreement (the "Stock Bonus Agreement")
      that
      will be in such form (which need not be the same for each Participant) as the
      Committee will from time to time approve, and will comply with and be subject
      to
      the terms and conditions of this Plan. A Stock Bonus may be awarded upon
      satisfaction of such performance goals as are set out in advance in the
      Participant's individual Award Agreement (the "Performance Stock Bonus Agreement")
      that
      will be in such form (which need not be the same for each Participant) as the
      Committee will from time to time approve, and will comply with and be subject
      to
      the terms and conditions of this Plan. Stock Bonuses may vary from Participant
      to Participant and between groups of Participants, and may be based upon the
      achievement of the Company, Parent, Subsidiary or Affiliate and/or individual
      performance factors or upon such other criteria as the Committee may determine.
      

    


    7.2    Terms of Stock Bonuses.
      The
      Committee will determine the number of Shares to be awarded to the Participant
      and whether such Shares will be Restricted Stock. If the Stock Bonus is being
      earned upon the satisfaction of performance goals pursuant to a Performance
      Stock Bonus Agreement, then the Committee will determine: (a) the nature, length
      and starting date of any period during which performance is to be measured
      (the
"Performance Period")
      for
      each Stock Bonus; (b) the performance goals and criteria to be used to measure
      the performance, if any; (c) the number of Shares that may be awarded to the
      Participant; and (d) the extent to which such Stock Bonuses have been earned.
      Performance Periods may overlap and Participants may participate simultaneously
      with respect to Stock Bonuses that are subject to different Performance Periods
      and different performance goals and other criteria. The number of Shares may
      be
      fixed or may vary in accordance with such performance goals and criteria as
      may
      be determined by the Committee. The Committee may adjust the performance goals
      applicable to the Stock Bonuses to take into account changes in law and
      accounting or tax rules and to make such adjustments as the Committee deems
      necessary or appropriate to reflect the impact of extraordinary or unusual
      items, events or circumstances to avoid windfalls or hardships.

    


    7.3    Form of Payment.
      The
      earned portion of a Stock Bonus may be paid currently or on a deferred basis
      with such interest or dividend equivalent, if any, as the Committee may
      determine. Payment may be made in the form of cash, whole Shares, including
      Restricted Stock, or a combination thereof, either in a lump sum payment or
      in
      installments, all as the Committee will determine. 

    


    7.4    Termination During Performance Period.
      If a
      Participant is Terminated during a Performance Period for any reason, then
      such
      Participant will be entitled to payment (whether in Shares, cash or otherwise)
      with respect to the Stock Bonus only to the extent earned as of the date of
      Termination in accordance with the Performance Stock Bonus Agreement, unless
      the
      Committee determines otherwise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        NutraCea

        2005
          Equity Incentive Plan

      

    


    8.    PAYMENT FOR SHARE PURCHASES.

    


    8.1    Payment.
      Payment
      for Shares purchased pursuant to this Plan may be made in cash (by check) or,
      where expressly approved for the Participant by the Committee and where
      permitted by law:

    


    
      	
            	(a)	
              by
                cancellation of indebtedness of the Company to the
                Participant;

            


    

    


    
      	
            	(b)	
              by
                surrender of shares that either: (1) have been owned by Participant
                for
                more than six (6) months and have been paid for within the meaning
                of SEC
                Rule 144 (and, if such shares were purchased from the Company by
                use of a
                promissory note, such note has been fully paid with respect to such
                shares); or (2) were obtained by Participant in the public
                market;

            


    

    


    
      	
            	(c)	
              subject
                to applicable law, by waiver of compensation due or accrued to the
                Participant for services rendered; provided,
                that the portion of the Purchase Price equal to the par value of
                the
                Shares, if any, must be paid in
                cash;

            


    

    


    
      	
            	(d)	
              with
                respect only to purchases upon exercise of an Option, and provided
                that a
                public market for the Company’s stock exists:


            


    

    


    
      	
            	(1)	
              through
                a "same day sale" commitment from the Participant and a broker-dealer
                that
                is a member of the National Association of Securities Dealers (an
                "NASD Dealer")
                whereby the Participant irrevocably elects to exercise the Option
                and to
                sell a portion of the Shares so purchased to pay for the Exercise
                Price,
                and whereby the NASD Dealer irrevocably commits upon receipt of such
                Shares to forward the Exercise Price directly to the Company;
                or

            


    

    


    
      	
            	(2)	
              through
                a "margin" commitment from the Participant and a NASD Dealer whereby
                the
                Participant irrevocably elects to exercise the Option and to pledge
                the
                Shares so purchased to the NASD Dealer in a margin account as security
                for
                a loan from the NASD Dealer in the amount of the Exercise Price,
                and
                whereby the NASD Dealer irrevocably commits upon receipt of such
                Shares to
                forward the Exercise Price directly to the Company;
                or

            


    

    


    
      
        	
              	(e)	
                by
                  any combination of the
                  foregoing.

              


      

    

    


    9.    WITHHOLDING TAXES.

    


    9.1    Withholding Generally.
      Whenever Shares are to be issued in satisfaction of Awards granted under this
      Plan, the Company may require the Participant to remit to the Company an amount
      sufficient to satisfy federal, state and local withholding tax requirements
      prior to the delivery of any certificate or certificates for such Shares.
      Whenever, under this Plan, payments in satisfaction of Awards are to be made
      in
      cash, such payment will be net of an amount sufficient to satisfy federal,
      state, and local withholding tax requirements.

     

    9.2    Stock Withholding.
      When,
      under applicable tax laws, a Participant incurs tax liability in connection
      with
      the exercise or vesting of any Award that is subject to tax withholding and
      the
      Participant is obligated to pay the Company the amount required to be withheld,
      the Committee may in its sole discretion allow the Participant to satisfy the
      minimum withholding tax obligation by electing to have the Company withhold
      from
      the Shares to be issued that number of Shares having a Fair Market Value equal
      to the minimum amount required to be withheld, determined on the date that
      the
      amount of tax to be withheld is to be determined. All elections by a Participant
      to have Shares withheld for this purpose will be made in accordance with the
      requirements established by the Committee and be in writing in a form acceptable
      to the Committee. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        NutraCea

        2005
          Equity Incentive Plan

      

    


    10.   PRIVILEGES OF STOCK OWNERSHIP.

    


    10.1    Voting and Dividends.
      No
      Participant will have any of the rights of a shareholder with respect to any
      Shares until the Shares are issued to the Participant. After Shares are issued
      to the Participant, the Participant will be a shareholder and have all the
      rights of a shareholder with respect to such Shares, including the right to
      vote
      and receive all dividends or other distributions made or paid with respect
      to
      such Shares; provided,
      that if
      such Shares are Restricted Stock, then any new, additional or different
      securities the Participant may become entitled to receive with respect to such
      Shares by virtue of a stock dividend, stock split or any other change in the
      corporate or capital structure of the Company will be subject to the same
      restrictions as the Restricted Stock; provided,
      further,
      that
      the Participant will have no right to retain such stock dividends or stock
      distributions with respect to Shares that are repurchased at the Participant's
      original Purchase Price pursuant to Section 12.

    


    10.2    Financial Statements.
      If
      expressly required by any state securities authorities as a condition of the
      offer and issuance of Awards in compliance with the securities laws of such
      state, the Company shall provide to each Participant during the period such
      Participant holds an outstanding Award a copy of the financial statements of
      the
      Company as prepared either by the Company or independent certified public
      accountants of the Company. Such financial statements shall be delivered as
      soon
      as practicable following the end of the Company's fiscal year during the period
      Awards are outstanding; provided,
      however,
      the
      Company will not be required to provide such financial statements to
      Participants whose services in connection with the Company assure them access
      to
      equivalent information.

    


    11.   TRANSFERABILITY.
      Unless
      determined otherwise by the Committee, Awards granted under this Plan, and
      any
      interest therein, will not be transferable or assignable by Participant, and
      may
      not be made subject to execution, attachment or similar process, otherwise
      than
      by will or by the laws of descent and distribution. During the lifetime of
      the
      Participant, an Award will be exercisable only by the Participant, and any
      elections with respect to an Award, may be made only by the Participant. If
      the
      Committee in its sole discretion makes an Award or any interest therein
      transferable, such Award may only be transferred (i) by will, (ii) by the laws
      of descent and distribution, or (iii) as permitted by Rule 701 of the Securities
      Act.

    


    12.   RESTRICTIONS ON SHARES.
      At the
      discretion of the Committee, the Company may reserve to itself and/or its
      assignee(s) in the Award Agreement a right to repurchase a portion of or all
      Shares that are not "Vested" (as defined in the Stock Option Agreement) held
      by
      a Participant following such Participant's Termination at any time within ninety
      (90) days after the later of Participant's Termination Date and the date
      Participant purchases Shares under this Plan, for cash and/or cancellation
      of
      purchase money indebtedness, at the Participant's original Purchase Price,
      provided, that the right to repurchase lapses at the rate of at least 20% per
      year over five (5) years from the date the Shares were purchased (or from the
      date of grant of options in the case of Shares obtained pursuant to a Stock
      Option Agreement and Stock Option Exercise Agreement), and if the right to
      repurchase is assignable, the assignee must pay the Company, upon assignment
      of
      the right to repurchase, cash equal to the excess of the Fair Market Value
      of
      the Shares over the original Purchase Price.

    


    13.   CERTIFICATES.
      All
      certificates for Shares or other securities delivered under this Plan will
      be
      subject to such stock transfer orders, legends and other restrictions as the
      Committee may deem necessary or advisable, including restrictions under any
      applicable federal, state or foreign securities law, or any rules, regulations
      and other requirements of the SEC or any stock exchange or automated quotation
      system upon which the Shares may be listed or quoted.

    


    14.   ESCROW.
      To
      enforce any restrictions on a Participant's Shares, the Committee may require
      the Participant to deposit all certificates representing Shares, together with
      stock powers or other instruments of transfer approved by the Committee,
      appropriately endorsed in blank, with the Company or an agent designated by
      the
      Company, to hold in escrow until such restrictions have lapsed or terminated,
      and the Committee may cause a legend or legends referencing such restrictions
      to
      be placed on the certificates. 

    


    15.   REPRICING, EXCHANGE,
       BUYOUT OF AWARDS.
      The
      repricing of Options is permitted without prior stockholder approval, provided
      that the terms of the repricing satisfy the requirements of Section 409A of
      the Code and any regulations or rulings promulgated by the Internal Revenue
      Service. The Committee may, at any time or from time to time authorize the
      Company, in the case of an Option exchange without stockholder approval, and
      with the consent of the respective Participants, to issue new Awards in exchange
      for the surrender and cancellation of any or all outstanding Awards. The
      Committee may at any time buy from a Participant an Option previously granted
      with payment in cash, Shares or other consideration, based on such terms and
      conditions as the Committee and the Participant may agree.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    16.   SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.
      An
      Award will not be effective unless such Award is in compliance with all
      applicable federal and state securities laws, rules and regulations of any
      governmental body, and the requirements of any stock exchange or automated
      quotation system upon which the Shares may then be listed or quoted, as they
      are
      in effect on the date of grant of the Award and also on the date of exercise
      or
      other issuance. Notwithstanding any other provision in this Plan, the Company
      will have no obligation to issue or deliver certificates for Shares under this
      Plan prior to: (a) obtaining any approvals from governmental agencies that
      the
      Company determines are necessary or advisable; and/or (b) completion of any
      registration or other qualification of such Shares under any state or federal
      law or ruling of any governmental body that the Company determines to be
      necessary or advisable. The Company will be under no obligation to register
      the
      Shares with the SEC or to effect compliance with the registration, qualification
      or listing requirements of any state securities laws, stock exchange or
      automated quotation system, and the Company will have no liability for any
      inability or failure to do so.

    


    17.   NO OBLIGATION TO EMPLOY.
      Nothing
      in this Plan or any Award granted under this Plan will confer or be deemed
      to
      confer on any Participant any right to continue in the employ of, or to continue
      any other relationship with, the Company or any Parent, Subsidiary or Affiliate
      of the Company or limit in any way the right of the Company or any Parent,
      Subsidiary or Affiliate of the Company to terminate Participant's employment
      or
      other relationship at any time, with or without cause.

    


    18.   CORPORATE TRANSACTIONS.

    


    18.1    Assumption or Replacement of Awards by Successor.
      In the
      event of (a) a dissolution or liquidation of the Company, (b) a merger or
      consolidation in which the Company is not the surviving corporation
      (other than
      a merger
      or consolidation with a wholly-owned subsidiary, a reincorporation of the
      Company in a different jurisdiction, or other transaction in which there is
      no
      substantial change in the shareholders of the Company or their relative stock
      holdings and the Awards granted under this Plan are assumed, converted or
      replaced by the successor corporation, which assumption will be binding on
      all
      Participants), (c) a merger in which the Company is the surviving corporation
      but after which the shareholders of the Company immediately prior to such merger
      (other than any shareholder which merges (or which owns or controls another
      corporation which merges) with the Company in such merger) cease to own their
      shares or other equity interests in the Company, (d) the sale of substantially
      all of the assets of the Company, or (e) any other transaction which qualifies
      as a "corporate transaction" under Section 424(a) of the Code wherein the
      shareholders of the Company give up all of their equity interest in the Company
      (except
      for the
      acquisition, sale or transfer of all or substantially all of the outstanding
      shares of the Company from or by the shareholders of the Company), any or all
      outstanding Awards may be assumed, converted or replaced by the successor
      corporation (if any), which assumption, conversion or replacement will be
      binding on all Participants. In the alternative, the successor corporation
      may
      substitute equivalent Awards or provide substantially similar consideration
      to
      Participants as was provided to shareholders (after taking into account the
      existing provisions of the Awards). The successor corporation may also issue,
      in
      place of outstanding Shares of the Company held by the Participant,
      substantially similar shares or other property subject to repurchase
      restrictions no less favorable to the Participant. In the event such successor
      corporation (if any) refuses to assume or substitute such Awards, as provided
      above, pursuant to a transaction described in this Subsection 18.1, such Awards
      shall expire on such transaction at such time and on such conditions as the
      Board will determine. Notwithstanding anything in this Plan to the contrary,
      the
      Board may, in its sole discretion, provide that the vesting of any or all Awards
      granted pursuant to this Plan will accelerate upon a transaction described
      in
      this Section 18.  If the Board exercises such discretion with respect to
      Options, such Options will become exercisable in full prior to the consummation
      of such event at such time and on such conditions as the Board determines,
      and
      if such Options are not exercised prior to the consummation of the corporate
      transaction, they shall terminate at such time as determined by the
      Board.

    


    18.2    Other Treatment of Awards.
      Subject
      to any greater rights granted to Participants under the foregoing provisions
      of
      this Section 18, in the event of the occurrence of any transaction described
      in
      Section 18.1, any outstanding Awards will be treated as provided in the
      applicable agreement or plan of merger, consolidation, dissolution, liquidation,
      sale of assets or other "corporate transaction."


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    18.3    Assumption of Awards by the Company.
      The
      Company, from time to time, also may substitute or assume outstanding awards
      granted by another company, whether in connection with an acquisition of such
      other company or otherwise, by either; (a) granting an Award under this Plan
      in
      substitution of such other company's award; or (b) assuming such award as if
      it
      had been granted under this Plan if the terms of such assumed award could be
      applied to an Award granted under this Plan. Such substitution or assumption
      will be permissible if the holder of the substituted or assumed award would
      have
      been eligible to be granted an Award under this Plan if the other company had
      applied the rules of this Plan to such grant. In the event the Company assumes
      an award granted by another company, the terms and conditions of such award
      will
      remain unchanged (except
      that the
      exercise price and the number and nature of Shares issuable upon exercise of
      any
      such option will be adjusted appropriately pursuant to Section 424(a) of the
      Code). In the event the Company elects to grant a new Option rather than
      assuming an existing option, such new Option may be granted with a similarly
      adjusted Exercise Price.

    


    19.   ADOPTION AND SHAREHOLDER
      APPROVAL.
      This
      Plan was adopted by the Board on May 26, 2005 (“Effective
      Date”).
      This
      Plan shall be approved by the shareholders of the Company (excluding Shares
      issued pursuant to this Plan), consistent with applicable laws, within twelve
      (12) months after the Effective Date. Upon the Effective Date, the Board may
      grant Awards pursuant to this Plan; provided,
      however,
      that:
      (a) no Option may be exercised prior to initial shareholder approval of this
      Plan; (b) no Option granted pursuant to an increase in the number of Shares
      subject to this Plan approved by the Board will be exercised prior to the time
      such increase has been approved by the shareholders of the Company; and (c)
      in
      the event that shareholder approval of such increase is not obtained within
      the
      time period provided herein, all Awards granted hereunder will be canceled,
      any
      Shares issued pursuant to any Award will be canceled, and any purchase of Shares
      hereunder will be rescinded. 

    


    20.   TERM OF PLAN.
      Unless
      earlier terminated as provided herein, this Plan will terminate ten (10) years
      following the Effective Date. 

    


    21.   AMENDMENT OR TERMINATION OF PLAN.
      The
      Board may at any time terminate or amend this Plan in any respect, including
      without limitation amendment of any form of Award Agreement or instrument to
      be
      executed pursuant to this Plan. Notwithstanding the foregoing, neither the
      Board
      nor the Committee shall, without the approval of the shareholders of the
      Company, amend this Plan in any manner that requires such shareholder approval
      pursuant to the Code or the regulations promulgated thereunder as such
      provisions apply to ISO plans or (if the Company is subject to the Exchange
      Act)
      pursuant to the Exchange Act or any rule promulgated thereunder. In addition,
      no
      amendment that is detrimental to a Participant may be made to any outstanding
      Award without the consent of the Participant.

    


    22.   NONEXCLUSIVITY OF THE PLAN.
      Neither
      the adoption of this Plan by the Board, the submission of this Plan to the
      shareholders of the Company for approval, nor any provision of this Plan will
      be
      construed as creating any limitations on the power of the Board to adopt such
      additional compensation arrangements as it may deem desirable, including,
      without limitation, the granting of stock options and bonuses otherwise than
      under this Plan, and such arrangements may be either generally applicable or
      applicable only in specific cases.

    


    23.   LIMITATION.
      If
      expressly required by one or more state securities authorities or laws as a
      condition of issuing Awards and Shares in compliance with the securities laws
      of
      such state, the Company will not issue any Awards or Shares under this Plan
      without first obtaining shareholder approval of this Plan in such manner as
      required by the applicable state securities authorities or laws. 

    


    24.   DEFINITIONS.
      As used
      in this Plan, the following terms will have the following meanings:

    


    "Affiliate"
      means
      any corporation that directly, or indirectly through one or more intermediaries,
      controls or is controlled by, or is under common control with, another
      corporation, where "control" (including the terms "controlled by" and "under
      common control with") means the possession, direct or indirect, of the power
      to
      cause the direction of the management and policies of the corporation, whether
      through the ownership of voting securities, by contract or
      otherwise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    "Award"
      means
      any award under this Plan, including any Option, Restricted Stock or Stock
      Bonus.

    


    "Award Agreement"
      means,
      with respect to each Award, the signed written agreement between the Company
      and
      the Participant setting forth the terms and conditions of the
      Award.

    


    "Board"
      means
      the Board of Directors of the Company.

    


    “Cause”
      means
      termination of the Participant’s employment on the basis of the Participant’s
      conviction (or a plea of nolo
      contendere)
      of
      fraud, misappropriation, embezzlement or any other act or acts of dishonesty
      constituting a felony and resulting or intended to result directly or indirectly
      in a substantial gain or personal enrichment to the Participant at the expense
      of the Company or any Subsidiary.

    


    "Code"
      means
      the Internal Revenue Code of 1986, as amended.

    


    "Committee"
      means
      the committee appointed by the Board to administer this Plan, or if no such
      committee is appointed, the Board. 

    


    "Company"
      means
      NutraCea, a corporation organized under the laws of the State of California,
      or
      any successor corporation.

    


    "Disability"
      means a
      disability, whether temporary or permanent, partial or total, as determined
      by
      the Committee.

    


    "Exchange Act"
      means
      the Securities Exchange Act of 1934, as amended.

    


    "Exercise Price"
      means
      the price at which a holder of an Option may purchase the Shares issuable upon
      exercise of the Option.

    


    “Fair
      Market Value"
      means,
      as of any date, the value of a share of the Company's Common Stock determined
      as
      follows: 

    


    (1)    if
      such
      Common Stock is then quoted on the NASDAQ National Market, its closing price
      on
      the NASDAQ National Market on such date; 

    


    (2)    if
      such
      Common Stock is publicly traded and is then listed on a national securities
      exchange, the last reported sale price on such date or, if no such reported
      sale
      takes place on such date, the average of the closing bid and asked prices on
      the
      principal national securities exchange on which the Common Stock is listed
      or
      admitted to trading; 

    


    (3)    if
      such
      Common Stock is publicly traded but is not quoted on the NASDAQ National Market
      nor listed or admitted to trading on a national securities exchange, the average
      of the closing bid and asked prices on such date, as reported by The Wall Street
      Journal, for the over-the-counter market; or 

    


    (4)    if
      none
      of the foregoing is applicable, by the Board of Directors in good
      faith.

    


    "Insider"
      means an
      officer or director of the Company or any other person whose transactions in
      the
      Company's Common Stock are subject to Section 16 of the Exchange
      Act.

    


    "Option"
      means an
      award of an option to purchase Shares pursuant to Section 5.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    "Parent"
      means
      any corporation (other than the Company) in an unbroken chain of corporations
      ending with the Company, if at the time of the granting of an Award under this
      Plan, each of such corporations other than the Company owns stock possessing
      50%
      or more of the total combined voting power of all classes of stock in one of
      the
      other corporations in such chain.

    


    "Participant"
      means a
      person who receives an Award under this Plan.

    


    "Plan"
      means
      this NutraCea 2005 Equity Incentive Plan, as amended from time to
      time.

    


    "Restricted Stock Award"
      means an
      award of Shares pursuant to Section 6.

    


    "SEC"
      means
      the Securities and Exchange Commission.

    


    "Securities Act"
      means
      the Securities Act of 1933, as amended.

    


    "Shares"
      means
      shares of the Company's Common Stock reserved for issuance under this Plan,
      as
      adjusted pursuant to Sections 2 and 18, and any successor security.

    


    "Stock Bonus"
      means an
      award of Shares, or cash in lieu of Shares, pursuant to Section 7.

    


    "Subsidiary"
      means
      any corporation (other than the Company) in an unbroken chain of corporations
      beginning with the Company if, at the time of granting of the Award, each of
      the
      corporations other than the last corporation in the unbroken chain owns stock
      possessing 50% or more of the total combined voting power of all classes of
      stock in one of the other corporations in such chain.

    


    "Termination"
      or
"Terminated"
      means,
      for purposes of this Plan with respect to a Participant, that the Participant
      has for any reason ceased to provide services as an employee, director,
      consultant or advisor to the Company or a Parent, Subsidiary or Affiliate of
      the
      Company, except
      in the
      case of sick leave, military leave, or any other leave of absence approved
      by
      the Committee, provided that such leave is for a period of not more than ninety
      (90) days, or reinstatement upon the expiration of such leave is guaranteed
      by
      contract or statute. The Committee will have sole discretion to determine
      whether a Participant has ceased to provide services and the effective date
      on
      which the Participant ceased to provide services (the "Termination Date").