Employment Agreement - Bouckaert

EMPLOYMENT AND NONCOMPETITION AGREEMENT


THIS AGREEMENT is made as of this 31st day of May, 1995 by and between Vinifera, Inc., an Oregon corporation (the "Company"), and Joseph A. Bouckaert ("Bouckaert").


W I T N E S S E T H :


WHEREAS, the Company is engaged in the business of propagating superior varieties of grape vines in commercial quantities (the "Business"); and


WHEREAS, Bouckaert is employed by the Company as its President and possesses expertise in technology and know-how in areas relevant to the Business; and


WHEREAS, the Company and Bouckaert mutually desire that the Company continue to employ Bouckaert as its President following a change of control of the Company on the effective date hereof.


NOW, THEREFORE, in consideration of the covenants and agreements of the parties herein contained, the parties hereto agree as follows:


1. Employment and Duties. The Company hereby agrees to employ Bouckaert as the President and Chief Executive Officer of the Company on the terms and conditions set forth herein, and Bouckaert hereby agrees to remain in the employ of the Company on such terms and conditions. Bouckaert shall serve without additional compensation as a director or in such additional offices of the Company or any of its affiliates to which Bouckaert may be duly appointed or elected. Bouckaert shall perform such duties as shall be reasonably assigned to him from time to time by the Board of Directors of the Company. Bouckaert agrees to devote substantially all of his business' time and effort to the diligent and faithful performance of such duties. Before engaging in any outside business activity, Bouckaert will obtain the consent of the Board of Directors, which shall not be unreasonably withheld.


2. Term. The term of Bouckaert's employment hereunder shall commence on the date hereof and shall continue until the fifth anniversary of the date hereof. Such term may be extended as the parties subsequently may agree.


3. Compensation. As compensation for his performance of services as an employee hereunder, Bouckaert shall be entitled to receive:


a. a salary at the annual rate of One Hundred Sixty Thousand
Dollars ($160,000.00) ("Salary") payable in substantially equal
monthly installments, Bouckaert's salary may be adjusted after the
completion of his first year of service and each year thereafter under
this Agreement at the discretion of the Company's board of directors;


b. a one-time signing bonus of Forty Thousand Dollars
($40,000.00) payable upon execution of this Agreement; and


c. incentive stock options to purchase 400,000 shares of the
Company's common stock if and as approved (which approval will not be
unreasonably withheld) by the Board of Directors in connection with
the adoption of an employee stock option plan for the Company. Such
stock options shall vest annually in four (4) equal amounts,
commencing upon the completion of Bouckaert's second year of service
under this Agreement, dependent on continued employment. The exercise
price for each stock option shall be equal to the fair market value of
one share of the Company's common stock at the time such stock option
is granted.


Bouckaert shall also be entitled to receive the benefits set forth on Schedule A hereto.


4. Commissions. Bouckaert shall be entitled to receive commissions equal to one percent (1%) of all equity investment capital Bouckaert is directly responsible for raising for the Company, payable in each case within thirty (30) days of the Company's receipt of each said investment; provided, however, that the Company shall be under no obligation to accept any particular offer of investment at any time, and the terms and conditions of any proposed investment (whether or not introduced by Bouckaert) shall at all times be in the sole discretion of and determined solely by the Board of Directors of the Company; and, further provided that in the determination of whether Bouckaert is in any case "directly responsible" for an equity investment shall be in the sole discretion of the board of directors of the Company to be determined reasonably and in good faith. For purposes of this Agreement, Bouckaert shall be deemed "directly responsible" for those accepted investments in which he both initiated the contact and actively participated in securing the investments.


5. Waiver of Acceleration. As a condition to this Agreement and the Stock Purchase Agreement, Bouckaert hereby forever waives any right of acceleration of vesting of stock options for shares of the Company's stock based on a "Change in Control," as that term is defined in that certain Award Agreement under the Vinifera, Inc. 1993 Award Plan dated March 9, 1993, between Bouckaert and the Company (the "Plan").


6. Confidential Information; Inventions.


a. In the course of his employment by the Company, Bouckaert has
acquired and will continue to acquire information and knowledge
respecting the proprietary and confidential affairs of the Company and
the Business, including without limitation confidential information
with respect to the Company's products, technology, know-how,
processes, customer lists and distribution methods ("Confidential
Information"). Accordingly, Bouckaert agrees that he shall not during
the period of his employment hereunder of thereafter use for his own
or any other person's or entity's benefit any such Confidential
Information acquired during the term of his employment with the
Company. Further, during the period of his employment hereunder and


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thereafter, Bouckaert shall not, without the written consent of the
Board of Directors of the Company or a person duly authorized thereby,
disclose to any person, other than an employee of the Company or a
person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by Bouckaert of his duties hereunder,
any Confidential Information obtained by him while in the employ of
the Company.


b. Bouckaert agrees that all memoranda, notes, records, papers
or other documents and all copies thereof containing Confidential
Information, some of which may be prepared by him, and all objects
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