EXHIBIT 10.48
INDEPENDENT CONTRACTOR
AGREEMENT
This Agreement is entered into between NutraCea,
a California corporation with principal offices at 5090 40th North
Street, Suite 400, Phoenix, Arizona 85018 ("NutraCea" or "Company")
and Crow & Associates, LLC with principal address at 8335
Walden Woods Way, Granite Bay, CA 95746 ("Contractor"). The parties
agree as follows:
1.
Engagement; Duties . Subject to the terms and conditions of
this Agreement, the Company hereby engages the Contractor as an
independent contractor to advise the Company and its personnel on
accounting systems, practices, and policies; review and advise the
Company and its personnel on the appropriate accounting for
transactions, and the preparation and filing of all financial
statements as required by the Company's internal requirements and
reporting obligations pursuant to the Securities and Exchange
Commission rules and regulations governing public companies; and
report to the Chief Executive Officer on accounting systems,
finance, and reports filed by the Company (collectively
"Services"), and the Contractor hereby accepts such engagement. For
purposes of intellectual property protection under this Agreement,
the Company is the commissioning party. Contractor shall report to
the Company's Chief Executive Officer with respect to performance
of Services.
2.
Term; Compensation , This Agreement shall commence as and
when provided in the Employment Agreement between the Company and
Tocld O. Crow, the principal of Contractor, originally entered into
on October 20, 2003, and amended pursuant to the First Amendment to
Employment Agreement dated October 5. 2005. and the Second
Amendment to Employment Agreement dated July 19, 2008, which date
is referred to herein as the "Effective Date' 1 . This
Agreement shall govern the parlies' relationship and shall
terminate by its terms upon the first to occur of (i) the
eighteenth (18) month following the Effective Date, or (ii) a
Change of Control (as defined below), unless (iii) earlier
terminated as provided in this Agreement ("Termination Date"). For
Services performed, NutraCea shall pay Contractor a gross amount of
$15,000 per month, due the first day of the month for the first
twelve (12) months following the Effective Date. NutraCea shall pay
Contractor a gross amount of $7,500 for the remaining six (6)
months of the term of this Agreement, provided that Todd C. Crow,
directly and/or through Contractor or any other successor in
interest, has not exercised (from the options granted by NutraCea
to Contractor or to Todd C. Crow) options to acquire more than one
hundred and ten thousand (110,000) shares of stock in NutraCea. If
Todd C. Crow and/or Contractor (directly and/or through any
successor) has exercised options to acquire more than one hundred
and ten thousand (110,000) shares of stock in NutraCea, this
Agreement shall terminate the earlier of (i) twelve (12) months
following the Effective Date or (ii) at the time of exercise. Upon
a termination of this Agreement due to a Change of Control,
NutraCea shall pay to Contractor all amounts payable hereunder for
the balance of the full eighteen (18) month term. Such unpaid
balance shall be payable in a one lump sum within 30 days of the
Change of Control event. This Agreement also shall terminate prior
to its Termination Date immediately upon and by reason of Todd C.
Crow's death or Permanent Disability, in which event the Company
shall pay to the Contractor the unpaid balance of any compensation
owed to the Contractor pursuant to the terms hereof Such unpaid
balance shall be payable in a one lump sum within 30 days of death
or disability event. All payments to Contractor under this
Agreement will be by bank check and in United States
dollars.
For purposes of this Agreement, '"Change of
Control" of NutraCea is defined as the date of (i) the consummation
of a merger or consolidation of NutraCea with any other corporation
or the acquisition of shares of stock in NutraCea by a third party,
either of which results in the voting securities of NutraCea
outstanding immediately prior thereto failing to represent (either
by remaining outstanding or by being convened into voting
securities of the surviving entity) more than fifty percent (50%)
of the total voting power represented by the voting securities of
NutraCea or such surviving entity outstanding immediately after
such merger or consolidation or acquisition, or (ii) the
consummation of the sale or disposition by NutraCea of all or
substantially all of NutraCea's assets.
For purposes of this Agreement, " Permanent
Disability " means any physical or mental impairment that (i)
is diagnosed by a duly licensed physician as provided for in the
following sentence and (ii) renders Todd C. Crow unable to perform
the essential functions of the Services under the terms of this
Agreement for a period of two consecutive months or an aggregate of
60 days in any period of 365 consecutive days, either with or
without reasonable accommodation. At the Company's request, the
Contractor shall cause Todd C. Crow to submit to an examination by
a duly licensed physician who is mutually acceptable to the Company
and the Contractor for the purpose of ascertaining the existence of
a Permanent Disability, and to authorize the physician to release
the results of the examination to the Company.
3.
Expenses . Company shall reimburse Contractor for all
business costs and expenses incurred by Contractor and requested by
Company in performance of Contractor's obligations set forth in
this Agreement in accordance with Company's standard reimbursement
and approval policies. Reasonable expenses will be billed to the
Company and the Company will reimburse such approved out-of-pocket
expenses. Notwithstanding the foregoing, expenses for the time
spent by the Contractor in traveling to and from Company facilities
will not be reimbursable.
4.
Confidentiality . The Contractor acknowledges that during
the engagement Contractor will have access to and become acquainted
with various trade secrets, inventions, intellectual property,
innovations, source code, processes, information, records and
specifications owned or licensed by the Company and/or used by the
Company in connection with the operation of its business including,
without limitation. the Company's business and product processes,
methods, customer lists, Company login identifications, passwords,
accounts and procedures. The Contractor (on behalf of itself and
its principal) agrees that Contractor will not disclose any of the
aforesaid, directly or indirectly, or use any of them
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