{"id":39093,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-eden-bioscience-corp-and-jerry-l-butler.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-eden-bioscience-corp-and-jerry-l-butler","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-eden-bioscience-corp-and-jerry-l-butler.html","title":{"rendered":"Employment Agreement &#8211; Eden Bioscience Corp. and Jerry L. Butler"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n                                (JERRY L. BUTLER)\n\n        THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made and entered into as\nof August 16, 2000, between EDEN BIOSCIENCE CORPORATION, a Washington\ncorporation (the \"Company\"), and JERRY L. BUTLER (\"Employee\").\n\n                                    RECITALS\n\n        A. Employee has been employed by the Company as President and Chief\nExecutive Officer pursuant to the terms of an Employment Agreement dated as of\nJuly 18, 1997.\n\n        B. In order to provide Employee continued incentive to remain in its\nservices, the Company desires to provide Employee with compensation security\nunder the conditions set forth in this Agreement.\n\n        C. The Company and the Employee wish to define their relationship and to\nensure continued employment on the terms and conditions of this Agreement.\n\n                                    AGREEMENT\n\n        The Company and Employee hereby agree as follows:\n\n1.      PURPOSE OF AGREEMENT\n\n        The purpose of this Agreement is to define the relationship between the\nCompany, as employer of Employee, and Employee, as an employee of the Company.\n\n\n   2\n\n2.      EMPLOYMENT\n\n        During the term of this Agreement, Employee shall serve as the President\nand Chief Executive Officer of the Company and perform the tasks incident to\nthese positions. The Employee shall report to the Board of Directors of the\nCompany. Employee's position is full-time and Employee shall devote as much time\nas may be necessary to perform Employee's duties.\n\n3.      TERM OF EMPLOYMENT\n\n        Subject to prior termination pursuant to Section 11 hereof, the term of\nthis Agreement shall be for three (3) years and shall commence on the date\nhereof (the \"Employment Period\").\n\n4.      COMPENSATION\n\n        4.1 SALARY\n\n        The Company shall pay to Employee, and Employee shall accept from the\nCompany, a base annual salary for Employee's services to be determined by the\nBoard of Directors of the Company in its sole discretion ($), payable monthly.\n\n        4.2 BONUS\n\n        Employee may be entitled to receive, in addition to the annual base\nsalary referenced above, an annual bonus in an amount to be determined by the\nBoard of Directors of the Company in its sole discretion.\n\n        4.3 STOCK OPTIONS\n\n        Nothing contained in this Agreement shall affect the right of Employee\nto receive benefits or other shares under any option plan existing or adopted by\nthe Company. The Options will be designated as incentive stock options to the\nextent permitted under the Plan and applicable law.\n\n5.      REIMBURSEMENT OF BUSINESS-RELATED EXPENSES INCURRED BY EMPLOYEE\n\n        The Company shall reimburse Employee for all reasonable and necessary\nexpenses incurred by Employee in connection with his employment hereunder, in\naccordance with the general policy of the Company regarding reimbursement of\nEmployee's expenses or pursuant to an applicable travel policy.\n\n\n\n                                      -2-\n   3\n\n6.      BENEFITS\n\n        Employee shall be entitled to receive such health, dental, personal\ndisability, life insurance and flexible time-off benefits as are provided for\nother employees of the Company with similar duties and work requirements and as\nmay be authorized and adopted from time to time in the future by the Company.\nEmployee shall be entitled to the number of weeks of paid vacation each year as\nthe Company grants to its senior executives. The Company currently has in place\na key-man life insurance policy in the amount of $1,000,000 on the life of\nEmployee and agrees to keep such policy in place for the term of this Agreement\nor until its earlier rightful termination.\n\n7.      NONCOMPETITION\n\n        Employee agrees that during the Employment Period and for a period of\neighteen (18) months thereafter, he will not, except in furtherance of his\nemployment with the Company, without the prior written consent of the Company,\neither directly or indirectly operate, control, advise, be engaged by, perform\nany consulting services for, invest in (other than less than one percent of the\noutstanding stock in a publicly held corporation which is listed on the NASDAQ\nnational market or traded over-the-counter or on a recognized securities\nexchange) or otherwise become associated in any capacity with, any business,\ncompany, partnership, organization, proprietorship, or other entity who or which\nmanufactures products or traits which use organisms or other byproducts or which\nis developing products or traits, to (i) treat soil or foliar diseases of plants\nor (ii) enhance growth or insect tolerance of plants (the \"Company Products\") in\ncompetition with the Company in those geographical areas in which the Company\nconducts or has conducted such business, or intends to conduct business,\nconsistent with the Company's current, written business plans, during Employee's\nemployment. Employee shall be paid his base annual salary during any required\nnoncompetition period up to a maximum of eighteen (18) months, provided he\ncomplies with the obligations set forth in Sections 7, 8, 9 and 10 herein.\n\n8.      NONDISCLOSURE\n\n        Employee agrees at all times to hold as secret and confidential (unless\ndisclosure is required by the Company or would be in furtherance of Employee's\nemployment with the Company or is required pursuant to court order, subpoena in\na governmental proceeding, arbitration or pursuant to other process or\nrequirement of law) any and all knowledge, information, developments,\nmanufacturing and trade secrets, know-how and confidences of the Company or its\nbusiness of which he has knowledge during the Employment Period, to the extent\nsuch matters have not previously been made public, are not thereafter made\npublic, or do not otherwise\n\n\n\n                                      -3-\n   4\n\nbecome available to Employee from a third party not, to Employee's best\nknowledge, bound by any confidentiality agreement with the Company\n(\"Confidential Information\"). The phrase \"made public\" as used in this Agreement\nshall apply to matters within the domain of (a) the general public or (b) the\nCompany's industry. Employee agrees not to use such knowledge for his own\nbenefit or for the benefit of others or, except as provided above, disclose any\nof such Confidential Information without the prior written consent of the\nCompany, which consent shall make express reference to this Agreement.\n\n9.      NONINTERFERENCE\n\n        Employee agrees that during the Employment Period and for a period of\neighteen (18) months thereafter, he will not, except in furtherance of his\nemployment with the Company or as a part of his duties as an officer of the\nCompany, without the prior written consent of the Company, directly or\nindirectly solicit, induce or attempt to solicit or induce any employee, agent\nor other representative or associate of the Company to terminate its\nrelationship with the Company or in any way interfere with such a relationship\nor a relationship between the Company and any of its suppliers or distributors.\n\n10.     DISCLOSURE OF PROPRIETARY INTELLECTUAL PROPERTY\n\n        10.1 Employee agrees that he will promptly disclose to the Company any\nand all improvements, discoveries, ideas, developments or inventions composing\nproprietary intellectual property which may be material to the operations and\nbusiness of the Company (the \"Improvements\") which Improvements are made or\nconceived by Employee, acting alone or in conjunction with others, (a) during\nthe Employment Period, or (b) to the extent the Improvements are specifically\nand directly related to the Company Products within three (3) years after the\nEmployment Period, if such Improvement results from or was suggested by such\nemployment. Employee shall not disclose any such Improvement to any person,\nexcept the Company and shall use all reasonable efforts to provide the Company\nwritten disclosure of such Improvements. Each such Improvement shall be the sole\nand exclusive property of and is hereby assigned to the Company. Employee agrees\nthat, at the request of the Company, Employee will execute such applications,\nstatements, assignments or other documents, furnish such information and data\nand take all such other action (including without limitation the giving of\ntestimony) as the Company may from time to time reasonably request in order to\nobtain for the Company a registration or patent in the United States or any\nforeign country covering or pertaining to any such Improvement. The Company and\nEmployee hereby acknowledge and agree that the obligations set forth in this\nSection 10 do not apply to an Improvement for which no equipment, supplies,\n\n\n\n                                      -4-\n   5\n\nfacility, copyright, patent or patent application, registration, information, or\nother intellectual property or trade secret information of the Company was used\nand which was developed entirely on Employee's own time, unless (a) the\nImprovement relates (i) directly to the business of the Company, or (ii) to the\nCompany's actual or demonstrably anticipated research or development, or (b) the\nImprovement results from any work performed by Employee for the Company.\n\n        10.2 Employee agrees to execute and be bound by the terms of the\nCompany's Employee Confidentiality and Disclosure Agreement.\n\n11.     TERMINATION OF EMPLOYMENT\n\n        11.1 EVENTS OF TERMINATION\n\n              (a)    Notwithstanding anything to the contrary contained herein,\n                     this Agreement shall terminate immediately and, except for\n                     the obligations of Employee set forth in Sections 7, 8, 9,\n                     10 and 11.2 hereof and the payment by the Company of all\n                     salary, expenses or benefits which may be earned but unpaid\n                     or unreimbursed (as the case may be) as of the date of\n                     termination which obligations shall survive such\n                     termination, all rights and obligations of the Company and\n                     Employee hereunder shall be completely null and void upon\n                     the earliest to occur of the following:\n\n                     (i)    the death of Employee;\n\n                     (ii)   the termination of Employee's employment by the\n                            Company \"for cause\" during the term of this\n                            Agreement; or\n\n                     (iii)  the voluntary termination by Employee of his\n                            employment with the Company during the term of this\n                            Agreement pursuant to Section 11.1(b) hereof.\n\n        As used in subsection (ii) above, a termination \"for cause\" may include,\nbut shall not be limited to, the occurrence of any of the following events\nduring the Employment Period:\n\n                     (A)    Employee's conviction of any felony, or conviction\n                            of embezzlement, destruction or misappropriation of\n                            money or other property of the Company;\n\n\n\n                                      -5-\n   6\n\n                     (B)    Employee's failure, refusal or inability to perform\n                            his duties on behalf of the Company, which duties\n                            are consistent with the scope and nature of\n                            Employee's responsibilities as an officer of the\n                            Company and which are not remedied by Employee\n                            within a reasonable time period after receipt of\n                            written notice of such alleged violative activities;\n\n                     (C)    any act of gross negligence, intentional waste,\n                            disloyalty or unfaithfulness by Employee to the\n                            Company; or\n\n                     (D)    a breach of any of the terms and provisions of\n                            Sections 7, 8, 9, or 10 of this Agreement or any\n                            breach of the fiduciary duties owed to the Company\n                            by Employee.\n\n              (b)    Employee may terminate this Agreement in the event the\n                     Company fails or refuses to perform, or otherwise breaches,\n                     the provisions of this Agreement and the Company fails to\n                     cure such breach within thirty (30) days after receiving\n                     written notice from Employee describing such breach and\n                     specifically referring to this Section 11.1(b).\n\n        11.2 EMPLOYEE'S RESPONSIBILITIES UPON TERMINATION\n\n        Following any notice of termination, Employee shall fully cooperate with\nthe Company in all matters relating to the winding up of his pending work on\nbehalf of the Company and to the orderly transfer of any such pending work to\nother employees of the Company as may be designated by the Company.\n\n        11.3 EXCESS PARACHUTE LIMITATION\n\n        If either the Company or the Employee receives confirmation from the\nCompany's independent tax counsel or its certified public accounting firm, or\nsuch other accounting firm retained as independent certified public accountants\nfor the Company (the \"Tax Advisor\"), that any payment by the Company to the\nEmployee under this Agreement or otherwise would be considered to be an \"excess\nparachute payment\" within the meaning of Section 280G of the Internal Revenue\nCode of 1986, as amended, or any successor statute then in effect (the \"Code\"),\nthen the aggregate payments by the Company pursuant to this Agreement shall be\nreduced to the highest amount that may be paid to the Employee by the Company\nunder this Agreement without having any portion of any amount payable to the\nEmployee by the Company\n\n\n\n                                      -6-\n   7\n\nor a related entity under this Agreement or otherwise treated as such an \"excess\nparachute payment\", and, if permitted by applicable law and without adverse tax\nconsequence, such reduction shall be made to the last payment due hereunder. Any\npayments made by the Company to the Employee under this Agreement which are\nlater confirmed by the Tax Advisor to be \"excess parachute payments\" shall be\nconsidered by all parties to have been a loan by the Company to the Employee,\nwhich loan shall be repaid by the Employee upon demand together with interest\ncalculated at the lowest interest rate authorized for such loans under the Code\nwithout a requirement that further interest be imputed.\n\n        11.4 NOTICE\n\n        The term \"Notice of Termination\" shall mean at least 20 working days'\nwritten notice of termination of Employee's employment, during which period\nEmployee's employment and performance of services will continue; provided,\nhowever, that the Company may, upon notice to Employee and without reducing\nEmployee's compensation during such period, excuse Employee from any or all of\nhis or her duties during such period. The effective date of the termination of\nEmployee's employment hereunder shall be the date on which such 20-day period\nexpires.\n\n12.     TERMINATION PAYMENTS\n\n        In the event of termination of the employment of Employee, all\ncompensation and benefits set forth in this Agreement shall terminate except as\nspecifically provided in this Section 12:\n\n        12.1 TERMINATION BY THE COMPANY\n\n        If the Company terminates Employee's employment prior to the end of the\nterm of this Agreement, Employee shall be entitled to receive (a) termination\npayments equal to the amounts payable under Section 7 of the Agreement, and (b)\nany unpaid annual base salary and any accrued vacation and deferred compensation\n(together with accrued interest or earnings thereon, if any) payable under the\ndeferral plan, which has accrued for services already performed as of the date\ntermination of Employee's employment becomes effective.\n\n        12.2 TERMINATION BY EMPLOYEE\n\n        In the case of the termination of Employee's employment by Employee,\nEmployee shall not be entitled to any payments hereunder, other than those set\nforth in clause (b) of Section 12.1 hereof.\n\n\n\n                                      -7-\n   8\n\n        12.3 EXPIRATION OF TERM\n\n        In the case of a termination of Employee's employment as a result of the\nexpiration of the term of this Agreement, Employee shall not be entitled to\nreceive any payments hereunder, other than those set forth in clause (b) of\nSection 12.1 hereof.\n\n        12.4 TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL\n\n        Concurrent with the commencement of Employee's employment hereunder,\nEmployee and the Company shall enter into a Change of Control Agreement, a copy\nof which is attached hereto as Exhibit A. Notwithstanding Sections 12.1 and 12.2\nof this Agreement and in full substitution therefor, if Employee's employment\nterminates under circumstances described in the Change of Control Agreement,\nEmployee's rights upon termination will be governed by terms of the Change of\nControl Agreement and his right to termination payments under this Employment\nAgreement shall cease.\n\n        12.5 PAYMENT SCHEDULE\n\n        All payments under this Section 12 shall be made to Employee at the same\ninterval as payments of salary were made to Employee immediately prior to\ntermination.\n\n13.     INTEGRATION\n\n        This Agreement constitutes the entire agreement between Employee and the\nCompany relating in any way to the employment of Employee by the Company, and\nsupersedes all prior discussions, understandings and agreements between them\nwith respect thereto.\n\n14.     INVALID PROVISION\n\n        The invalidity or unenforceability of any particular provision of this\nAgreement shall not affect any other provision hereof, and the Agreement shall\nbe construed in all other respect as if such invalid or unenforceable provisions\nwere omitted. However, if any court should determine that the duration or any\nother feature of any restriction contained in Section 7 of this Agreement is\nunenforceable, it is the intention of the parties that the provisions of such\nSection as set forth herein shall not thereby be terminated, but shall be deemed\namended to the extent required to render them valid and enforceable.\n\n\n\n                                      -8-\n   9\n\n15.     ATTORNEYS' FEES\n\n        In the event of a dispute arising out of the interpretation or\nenforcement of this Agreement, the prevailing party shall be entitled to recover\nreasonable attorneys' fees and costs.\n\n16.     BINDING EFFECT\n\n        This Agreement shall be binding upon and shall inure to the benefit of\nthe respective parties hereto, their heirs, executors, successors and assigns.\n\n17.     GOVERNING LAW\n\n        This Agreement and the parties' performance hereunder shall be governed\nby and interpreted under the laws of the State of Washington. Employee agrees to\nsubmit to the jurisdiction of the courts of the State of Washington, and that\nvenue for any action arising out of this Agreement or the parties' performance\nhereunder may be laid in King County, Washington.\n\n18.     AMENDMENTS\n\n        Any term of this Agreement may be amended and the observance of any term\nmay be waived (either generally or in a particular instance and either\nretroactively or prospectively) only with the written consent of the parties.\n\n19.     ASSIGNMENT\n\n        This Agreement is personal to Employee and shall not be assignable by\nEmployee. Subject to the provisions of Section 11.3 hereof, the Company may\nassign its rights hereunder to (a) any corporation resulting from any merger,\nconsolidation or other reorganization to which the Company is a party or (b) any\ncorporation, partnership, association or other person to which the Company may\ntransfer all or substantially all of the assets and business of the Company\nexisting at such time. All of the terms and provisions of this Agreement shall\nbe binding upon and shall inure to the benefit of and be enforceable by the\nparties hereto and their respective successors and permitted assigns.\n\n20.     CONSENTS AND WAIVERS\n\n        No consent or waiver, express or implied, by any party hereto to or of\nany breach or default by any other party in the performance by the others of\ntheir obligations hereunder shall be valid unless in writing, and no such\nconsent or waiver\n\n\n\n                                      -9-\n   10\n\nshall be deemed or construed to be a consent or waiver to or of any other breach\nor default in the performance by such other party of the same or any other\nobligations of such party hereunder. Failure on the part of any party to\ncomplain of any act or failure to act of any other party or to declare the other\nparties in default, irrespective of how long such failure continues, shall not\nconstitute a waiver by such party of its rights hereunder. The granting of any\nconsent or approval in any one instance by or on behalf of the Company shall not\nbe construed to waive or limit the need for such consent or approval in any\nother subsequent instance.\n\n21.     CONSTRUCTION\n\n        This Agreement has been submitted to the scrutiny of, and has been\nnegotiated by, all parties hereto and their counsel, and shall be given a fair\nand reasonable interpretation in accordance with the terms hereof, without\nconsideration or weight being given to its having been drafted by any party\nhereto or its counsel.\n\n22.     HEADINGS\n\n        Titles or captions of sections contained in this Agreement are inserted\nonly as a matter of convenience and for reference, and in no way define, limit,\nextend or describe the scope of this Agreement or the intent of any provisions\nhereof.\n\n23.     REMEDIES IN EQUITY\n\n        The rights and remedies of the parties hereunder shall not be mutually\nexclusive, i.e., the exercise of one or more of the provisions hereof shall not\npreclude the exercise of any other provisions hereof. The parties confirm that\ndamages at law will be an inadequate remedy for a breach or threatened breach of\nthis Agreement and agree that their respective rights and obligations hereunder\nshall be enforceable by specific performance, injunction or other equitable\nremedy as well as at law or otherwise.\n\n24.     ARBITRATION\n\n        Any controversies or claims arising out of or relating to this Agreement\nor to employee's employment with the company shall be fully and finally settled\nby arbitration in the City of Seattle, Washington under Washington law and in\naccordance with the Commercial Arbitration Rules of the American Arbitration\nAssociation then in effect (the AAA Rules), conducted by one arbitrator either\nmutually agreed upon by the company and the employee or chosen in accordance\nwith the AAA rules.\n\n\n\n                                      -10-\n   11\n\n                             COMPANY:\n\n                             EDEN BIOSCIENCE CORPORATION,\n                             a Washington corporation\n\n                             By \/s\/ Bradley S. Powell\n                               ----------------------------------------\n\n                             Its  Secretary and Chief Financial Officer\n                                ---------------------------------------\n\n                             EMPLOYEE:\n\n                             \/s\/ Jerry L. Butler\n                             ------------------------------------------\n                             Jerry L. Butler\n\n\n                                      -11-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7410],"corporate_contracts_industries":[9451],"corporate_contracts_types":[9539,9544],"class_list":["post-39093","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-eden-bioscience-corp","corporate_contracts_industries-manufacturing__chemicals","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39093","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39093"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39093"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39093"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39093"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}