May 11, 2007 Via Hand Delivery William H. Baum Diversa Corporation San Diego, CA 92121-1609 Re: Amendment to your employment agreement Dear Bill:Employment Agreement • May 11th, 2007 • Diversa Corp • Services-commercial physical & biological research
As you know, the Boards of Directors of Diversa Corporation (the “Parent”) and Celunol Corp. (the “Company”) have agreed to a merger transaction as contemplated by that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Parent, Concord Merger Sub., Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), the Company, and William Lese as the Company Stockholders’ Representative. The Merger Agreement contemplates that upon the consummation of the transactions contemplated in the Merger Agreement (the “Closing Date”), Merger Sub will merge with and into the Company with the Company being the surviving corporation as a wholly-owned subsidiary of Parent (the “Closing”). This letter sets forth certain terms and conditions of our agreement (the “Agreement”) regarding your continued employment in anticipation of and in connection with the merger and thereafter, and amends the existing employment agreement between you and the
