STOCK OPTION ASSUMPTION AGREEMENT (RiceX 1997 Stock Option Plan)
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Exhibit
10.45
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(RiceX
1997 Stock Option Plan)
Dear
«Name»:
As
you
know, on October 4, 2005, (the “Closing
Date”),
a
wholly-owned subsidiary of NutraCea, a California corporation (“NutraCea”),
merged with and into The RiceX Company (“RiceX”)
(the
“Merger”).
In
the Merger, each outstanding option for RiceX common stock that was not
terminated pursuant to either an option termination agreement or the terms
of
The RiceX Company 1997 Stock Option Plan (the “Plan”)
was
converted into an option to purchase NutraCea common stock. The number of
NutraCea common shares subject to the converted option is equal to the product
of the number of RiceX common shares formerly subject to such option multiplied
by 0.76799 (rounded down to the nearest whole share). The exercise price per
NutraCea common share subject to such option is equal to the exercise price
provided for under the terms of such option.
On
the
Closing Date, you held one or more outstanding options to purchase shares of
RiceX common stock granted to you under the Plan and documented with a Stock
Option Agreement (collectively, as amended by the letter agreement entered
into
by you and RiceX, the “Option
Agreements”)
that
were not subject to termination pursuant to an option termination agreement
(the
“RiceX
Plan Options”).
In
accordance with the Merger, on the Closing Date NutraCea assumed all obligations
of RiceX under the RiceX Plan Options. This Agreement evidences the assumption
of the RiceX Plan Options, including the necessary adjustments to the RiceX
Plan
Options required by the Merger.
The
table
below summarizes your RiceX Plan Options immediately before and after the
Merger:
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RICEX
PLAN OPTIONS
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NUTRACEA
ASSUMED OPTION
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Grant
Date
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Option
Expiration
Date
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No.
of Shares
of
RiceX Common
Stock
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Exercise
Price
per
share
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No.
of Shares
of
NutraCea Common
Stock
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Exercise
Price
Per
Share
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<<Grant
Date>>
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<<Expiration
Date>>
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<<RiceX
No.>>
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$<<
RiceXExPrice>>
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<<NutraCea
No.>>
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$<<
NutraCeaExPrice>>
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<<Grant
Date>>
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<<Expiration
Date>>
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<<
RiceX No.>>
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$<<
RiceXExPrice>>
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<<
NutraCea No.>>
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$<<
NutraCeaExPrice>>
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<<Grant
Date>>
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<<Expiration
Date>>
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<<
RiceX No.>>
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$<<
RiceXExPrice>>
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<<
NutraCea No.>>
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$<<
NutraCeaExPrice>>
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Unless
the context otherwise requires, any references in the Plan and the Option
Agreement (i) to the “Company” or the “Corporation” means NutraCea, (ii) to
“Stock,” “Common Stock” or “Shares” means shares of the common stock, no par
value, of NutraCea, (iii) to the “Board of Directors” or the “Board” means the
Board of Directors of NutraCea and (iv) to the “Committee” or the
“Administrator” means the Compensation Committee of the NutraCea Board of
Directors. All other provisions
that
govern either the exercise or the termination of the assumed RiceX Plan Options
remain the same as set forth in your Option Agreement, and the provisions of
the
Option Agreement (except as expressly modified by this Agreement and the Merger)
will govern and control your rights under this Agreement to purchase shares
of
NutraCea common stock. You
understand that, without the prior written consent of NutraCea, you may not
sell, pledge, hypothecate or otherwise transfer any of the shares of NutraCea
Common Stock that are issuable upon exercise of your assumed RiceX Plan Options
until October 4, 2008.
Upon
your
termination of employment with NutraCea or any of its present or future
subsidiaries, you will have the limited time period specified in your Option
Agreement to exercise your assumed RiceX Plan Option to the extent outstanding
at the time, after which time your RiceX Plan Options will expire and NOT be
exercisable for NutraCea common stock. Nothing in this Agreement or your Option
Agreement interferes in any way with your rights and NutraCea’s rights, which
rights are expressly reserved, to terminate your employment at any time for
any
reason, except to the extent expressly provided otherwise in a written agreement
executed by both you and NutraCea. Any future options, if any, you may receive
from NutraCea will be governed by the terms of the applicable NutraCea stock
option plan, and such terms may be different from the terms of your assumed
RiceX Plan Options, including, but not limited to, the time period in which
you
have to exercise vested options after your termination of
employment.
Please
sign and date this Agreement on the following page and return it promptly to
NutraCea at the address below. If you have any questions regarding this
Agreement or your assumed RiceX Plan Options, please contact Xxxx X. Xxxx at
(000) 000-0000.
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NutraCea
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0000
Xxxx'x Xxxxxx Xxxxx
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Xx
Xxxxxx Xxxxx, XX 00000
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Attn:
Xxxx X. Xxxx
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NUTRACEA
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Xxxx
X. Xxxx
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Chief
Financial Officer
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2
[ACKNOWLEDGMENT
PAGE FOLLOWS]
3
ACKNOWLEDGMENT
The
undersigned acknowledges receipt of the foregoing Stock Option Assumption
Agreement and understands that all rights and liabilities with respect to each
of his or her RiceX Plan Options hereby assumed by NutraCea are as set forth
in
the Option Agreement, the Plan and such Stock Option Assumption
Agreement.
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DATED:
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,
2005
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«Employee»,
OPTIONEE
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4
