STOCK OPTION ASSUMPTION AGREEMENT (Non-Plan Options)
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Exhibit
10.46
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(Non-Plan
Options)
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 was assumed by
NutraCea and 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 other
than
pursuant
to The RiceX Company 1997 Stock Option 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
Non-Plan Options”).
In
accordance with the Merger, on the Closing Date NutraCea assumed all obligations
of RiceX under the RiceX Non-Plan Options. This Agreement evidences the
assumption of the RiceX Non-Plan Options, including the necessary adjustments
to
the RiceX Non-Plan Options required by the Merger.
The
table
below summarizes your RiceX Non-Plan Options immediately before and after
the
Merger:
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RICEX
NON-PLAN OPTIONS
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NUTRACEA
ASSUMED OPTIONS
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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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$<<
RiceXExPrice>>
|
<<
NutraCea No.>>
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$<<
NutraCeaExPrice>>
|
|
<<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 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 Non-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 Non-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 Non-Plan Option to the extent
outstanding at the time, after which time your RiceX Non-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 Non-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 Non-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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[ACKNOWLEDGMENT
PAGE FOLLOWS]
2
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 Non-Plan Options hereby assumed by NutraCea are as set
forth
in the Option Agreement 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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3
