UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



FORM 8-K



CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  July 10, 2020



RICEBRAN TECHNOLOGIES
(Exact Name of Registrant as Specified in Charter)



California
0-32565
87-0673375
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1330 Lake Robbins Drive, Suite 250
The Woodlands, TX
 
77380
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (281) 675-2421

(Former name or Former Address, if Changed Since Last Report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company       ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on
which registered
Common Stock
 
RIBT
 
NASDAQ Capital Market



Item 1.01
 Entry into a Material Definitive Agreement
 
On July 10, 2020, RiceBran Technologies (the “Company”) entered into a mortgage agreement pursuant to a Secured Promissory Note dated as of July 10, 2020 (the “Secured Promissory Note”) with Continental Republic Capital, LLC, dba Republic Business Credit (“Republic”) under which Republic will lend the Company up to $2.0 million (the “Term Loan”).
 
The amounts outstanding under the Secured Promissory Note will be secured by the Company’s interest in that certain real property commonly known as 1784 Highway 1 North, Wynne, Cross County, Arkansas 72396 (the “AR Real Property”).
 
In addition, the Company will incur a facility fee equal to 1.0% of the amount of each advance under the agreement. The Company may request up to 3 advances under the agreement through October 2020. The principal advances must be repaid in monthly installments ending in June 2022.
 
The foregoing description of the Secured Promissory Note does not purport to be complete and is qualified in its entirety by reference its full text, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
 
In addition on July 10, 2020, the Company entered into a First Amendment to the Agreement for Purchase and Sale dated as of July 10, 2020 (the “Amendment”) with Republic.  The Amendment amends the Agreement for Purchase and Sale (as modified, amended or supplemented, the “APS”) that the Company entered into on or about October 28, 2019. The Amendment memorializes and reflects the addition of the Term Loan facility to the APS, as well as changes in the security interests required by Republic and the conflict resolution provisions of the APS.
 
The Term Loan facility was added to the APS, under which Republic will lend the Company up to $2.0 million with the additional terms and conditions set forth above.
 
In addition to the security interest provided by the Company to Republic in the AR Real Property, if the appraised value of the AR Real Property does not equal at least 65% of the Principal Amount under the new term loan facility, the Company must grant an additional security interest to Republic in in that certain real property commonly known as 316 5th Ave., N.E., East Grand Forks, Minnesota (the “MN Real Property”).
 
The APS was amended to provide that the Company and Republic are required to submit to arbitration proceedings for any controversy which may arise under the APS or any document arising thereunder.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
  
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03
 

Item 8.01.
Other Items.
 
As previously disclosed, on June 17, 2020, the shareholders of the Company approved an amended and restated 2014 Equity Incentive Plan (the “2014 Plan”) at the Company’s annual meeting of shareholders.  In connection with the approval of the 2014 Plan, the Company approved the Form of Award of Deferred and Restricted Stock Units.  The 2014 Plan is attached hereto as Exhibit 10.2 and the Form of Award of Deferred and Restricted Stock Units is attached hereto as Exhibit 10.3 and each are incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

Exhibit
No.
 
Description
   
 
     
 
Mortgage Agreement and Amendment for Purchase and Sale with Republic Business Credit, LLC
 
Amended and Restated 2014 Equity Incentive Plan
10.3  
Form of Award of Deferred and Restricted Stock Units for 2014 Equity Incentive Plan


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
RICEBRAN TECHNOLOGIES
   
Date:  July 16, 2020
By:
/s/ Todd T. Mitchell
     
   
Todd T. Mitchell
   
Chief Financial Officer
   
(Duly Authorized Officer)




Exhibit 10.1


   Page 1  Borrower Initials   Secured Promissory Note3234559v1  SECURED PROMISSORY NOTE  $2,000,000  JULY 10, 2020    CONTINENTAL REPUBLIC CAPITAL, LLCD/B/A REPUBLIC BUSINESS CREDITA Louisiana limited liability company 900 Camp Street, Suite 460 New Orleans, LA 70130  “HOLDER”  BETWEEN:            AND:  The Entities Identified on Schedule 1  COLLECTIVELY,THE“BORROWERS” INDIVIDUALLY, A “BORROWER”    Date: JULY 10, 2020  “DATE”  OBLIGATION. FOR VALUE RECEIVED, the Borrowers, jointly and severally, agree to pay Holder, in lawful money of the United States of America and in immediately available funds at its offices set forth above or at such other location as the Holder may designate from time to time the Principal Amount (as hereinafter defined) under the terms and conditions set forth below. The Principal Amount and Interest (as hereinafter defined) due and owing under this Secured Promissory Note (this “Note”) shall be Obligations under the terms and conditions of that certain Agreement for Purchase and Sale dated October 28, 2019, as amended by that certain First Amendment to the Agreement for Purchase and Sale dated of even date herewith, and as the same may be amended, restated, modified or revised (the “Purchase Agreement”), which Obligations shall have the meaning ascribed to such term in the Purchase Agreement. Each Borrower acknowledges and agrees that the Obligations due and owing to Holder from Borrowers hereunder shall survive the termination of the Purchase Agreement.ADVANCES/PRINCIPAL AMOUNT. In the period from the Date first written above and until October 31, 2020 (the “Advance Period”), from time to time, Borrower may request Holder to make an advance of and Holder may make an advance to Borrower (the “Advances”) under the terms and conditions of this Note; provided, however, in no event (i) shall Borrower make greater than three (3) requests for Advances; or (ii) shall the total of all Advances made by Holder exceed Two Million and 00/100 Dollars (the “Maximum Principal Amount”). The unpaid balance of the Advances due and owing by Borrower to Holder shall be referred to herein as the “Principal Amount”.RATE OF INTEREST/ADMINISTRATIVE FEE. The Principal Amount shall accrue interest at the rate of eleven percent (11.0%) plus the prime rate of interest announced from time to time by Wells Fargo Bank,N.A. or any successor thereof, as its prime rate, base rate, or reference rate (the “Prime Rate”) per annum (the "Interest"). Any adjustment in the Prime Rate, whether downward or upward, will becomeeffective on the first day of the month following the month in which the Prime Rate is reduced or increased, provided, however, that in no event shall the Prime Rate be less than three and one quarter ofone percent (3.25%). All Interest will be computed on the basis of the number of days elapsed and a 360-day year, and such Interest accrued each month shall be paid from Borrower to Holder on the last calendar day of such month.As additional consideration for entering into this Note, Borrower shall pay Holder fee calculated as one percent (1.00%) of each Advance (the “Facility Fee”), which Facility Fee is due and payable to Holder upon any such Advance being made by Holder under this Note and which Facility Fee shall be deducted from such Advance.  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB       
 

 3. PAYMENT TERMS. The Principal Amount shall be repaid to Holder over a twenty-four (24) month period in (i) (a) during the Advance Period, four (4) monthly installments equal to 1/36 of the outstanding Principal Amount, plus interest on the outstanding Principal Amount (the “Advance Period Payment”); and(b) after the Advance Period, nineteen (19) equal installments of principal and Interest calculated based thirty-six (36) month amortization of the Principal Amount outstanding on November 1, 2020 (the “Amortized Payment” and together with the Advance Period Payment, the “Monthly Payment”); and (ii)one (1) final installment equal to the outstanding Principal Amount, plus accrued and unpaid Interest on the outstanding Principal Amount (the “Final Payment”). The Monthly Payment shall be due on the lastday of each month beginning July 31, 2020. The Final Payment shall be due June 30, 2022 (the “Maturity Date”). Borrowers hereby irrevocably authorize Holder to pay any Principal Amount or Interest due and owing hereunder directly from funds that would otherwise be paid by Holder to any Borrower under the terms and conditions of the Purchase Agreement. Notwithstanding the foregoing irrevocable authorizationand direction of payment to Holder, Borrowers shall remain jointly and severally liable for the full and indefeasible payment and performance of the payment terms and the liability of the Borrowers hereundershall not be otherwise affected. Any payments received hereunder shall be applied (1) first to the payment of any expenses incurred by the Holder hereof in collecting or enforcing its rights under this Note; (2) second to the payment of Interest as hereinabove provided; and (3) third to the payment of the Principal Amount.Without limiting any of the rights and remedies of the Holder set forth in this Note, upon an Event of Default the Holder of this Note, may, at its option, without further notice or demand (i) declare the outstanding Principal Amount and all accrued but unpaid Interest and Borrowers’ other obligations under this Note at once due and payable, (ii) foreclose all liens securing the payment hereof, (iii) pursue any and all other rights, remedies and recourse available to the Holder hereof, including, but not limited to, any such rights, remedies or recourse available to such Holder under the Note, the Purchase Agreement at law or in equity, or (iv) pursue any combination of the foregoing.DEFAULT RATE. Upon maturity, whether by acceleration, demand or otherwise, and at the Holder’s option upon the occurrence of any Event of Default, the amount outstanding under this Note shall bear interest at a rate of Prime plus two percent (2%) per month (the “Default Rate”), provided, however, the Default Rate shall not exceed the maximum rate allowed by law. The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. The Default Rate is imposed as liquidated damages for the purpose of defraying the Holder’s expenses incident to the handling of delinquent payments and the increased credit risk to Holder, and is in addition to, and not in lieu of, the Holder’s exercise of any rights and remedies hereunder, or under applicable law, and any fees and expenses of any agents or attorneys which the Holder may employ. Each Borrower agrees that the Default Rate is a reasonable forecast of just compensation for anticipated and actual harm incurred by the Holder, and that the actual harm incurred by the Holder cannot be estimated with certainty and without difficulty.EVENTS OF DEFAULT. The occurrence of any of the following events will be deemed to be an “Event of Default” under this Note: (i) the nonpayment of any Principal Amount, Interest or other indebtedness under this Note when due; (ii) the filing by or against any Borrower of any proceeding in Bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding;(iii) any assignment by any Borrower for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of such Borrower; (iv) a default with respect to any other indebtedness of any Borrower for borrowed money; (v) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of any Borrower to the Holder; (vi) a judgment is entered against Borrower in excess of Fifty Thousand and 00/100 Dollars ($50,000.00), unless the same is satisfied within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such periods and a stay of execution pending such appeal is obtained; (vii) Ricebran Technologies is no longer a publicly traded entity or there is any other change in the structure of Borrower; (viii) any Borrower ceases doing business as a going concern; (ix) any representation or warranty made by any Borrower to the Holder hereunder, in the Purchase Agreement or any other agreement or documents by and between any Borrower and  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DBSECURED PROMISSORY NOTE        Secured Promissory Note  2  Borrower Initials  
 

 Holder, now or in the future, is false, erroneous or misleading in any material respect; (x) the Purchase Agreement is terminated for any reason; (x) there is an Event of Default under or termination of the Purchase Agreement, and/or (xi) there is an Event of Default under the Mortgage (as hereinafter defined).Upon the occurrence of an Event of Default, at the sole discretion of the Holder: (a) the Holder shall be under no further obligation to perform under this Note or the Purchase Agreement; (b) the Principal Amount and accrued Interest hereunder together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind; and (c) this Note will bear Interest at the Default Rate from the date of the occurrence of the Event of Default until such Event of Default is cured within the applicable time period. The Holder may exercise from time to time any of the rights and remedies available hereunder, under the Purchase Agreement or under applicable law.INDEMNITY. Each Borrower agrees to indemnify the Holder, each legal entity, if any, who controls, is controlled by or is under common control with the Holder, and each of their respective members, managers, shareholders, directors, officers and employees (each being an "Indemnified Party") and to hold each Indemnified Party harmless from and against any and all losses, claims, actions, damages and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, made by any third party or otherwise, relating to or in connection with the Note and the performance by such Indemnified Party under the Note, except to the extent caused by the gross negligence or willful misconduct of Holder and Borrower will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatening claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. This Section 6 shall survive termination of this Note.GRANT OF SECURITY INTEREST. Ricebran Technologies d/b/a Ricebran Technologies, Inc., and each other Borrower to the extent such Borrower has an interest therein, hereby grants to Holder, as security for the Principal Amount, Interest, and all obligations that are or may be due and owing to Holder pursuant to this Note, a continuing security interest in that certain real property commonly known as 1784 Highway 1 North, Wynne, Cross County, Arkansas 72396 (the “AR Real Property”) all improvements and fixtures thereto, all as further set forth in that certain Mortgage with Security Agreement and Fixture Filing dated on or about the date hereof, by and between Holder and RiceBran Technologies, d/b/a RiceBran Technologies, Inc., a California corporation (the “Mortgage”), all on the terms and conditions contained therein. In addition, Holder shall have a continuing security interest in the Collateral of each Borrower as identified in the Purchase Agreement.MISCELLANEOUS.NOTICES. Any notice as provided for herein or pursuant to this Note shall be in writing, shall be sent to the address set forth herein and shall be deemed to have been duly given upon receipt or refusal. All such notices shall be sent (i) by United States mail, with proper postage prepaid, certified mail with return receipt requested; (ii) by personally delivery to the party to be notified; or (iii) by a nationally recognized overnight delivery service. The address for notices may be changed by written notice delivered as set forth hereinNO WAIVER/AMENDMENT. No delay or omission on the Holder’s part to exercise any right or remedy arising under this Note will impair any such right or remedy or be considered a waiver of any such right or remedy, nor will the Holder’s action or inaction impair any such right or remedy. The Holder’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Holder may have under other agreements, at law or in equity. No modification, amendment or waiver of, or consent to any departure by any Borrower from, any provision of this Note will be effective unless made in a writing signed by the Holder, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No waiver of any Event of Default shall be construed, taken or held to be a waiver, acquiescence in or consent to any further or succeeding default of the same nature.  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DBSECURED PROMISSORY NOTE        Secured Promissory Note  3  Borrower Initials  
 

 ATTORNEY’S FEES. Each Borrower agrees to pay on demand all actual costs and expenses incurred by the Holder in the enforcement of its rights in this Note and in any security therefor, including without limitation reasonable legal and attorney fees and expenses.SEVERABILITY. If any provision of this Note or the application thereof to any party or circumstance is held invalid or unenforceable, the remainder of this Note and the application of such provision to other parties or circumstances will not be affected thereby and the provisions of this Note shall be severable in any such circumstance.WAIVER OF DEFENSES. Each Borrower and all endorsers and other persons obligated hereon, hereby waives presentment, demand, protest, notice of demand, notice of protest and notice of nonpayment. In the event this Note is placed in the hands of an attorney for collection, or it is collected by suit, or by bankruptcy or probate, reorganization or any other proceeding in connection with the enforcement of the holder’s rights and remedies under this Note, then Borrowers shall promptly pay on demand to the holder of this Note all court costs and attorneys' fees incurred for such collection. Each Borrower also waives all defenses based on suretyship or impairment of collateral.NO TRANSFER OF ASSETS. The Principal Amount and all accrued Interest hereon shall be immediately due and payable upon any Borrower's (i) transfer or pledge any portion of assets; or (ii) sale of all or substantially all the assets of such Borrower or any of its successors or assigns or the direct or indirect acquisition by any person (or group of persons acting in concert) of ownership or control of a controlling interest in the voting securities (or the power to vote the same) of such Borrower or any of its successors or assigns.MAXIMUM INTEREST. In no event shall the amount of interest due and payable under this Note exceed the maximum rate of interest allowed by applicable law; and in the event any such payment is inadvertently paid by Borrowers or inadvertently received by the Holder of this Note, such excess sum shall be credited as a payment of principal, unless Borrowers shall notify the holder of this Note in writing that Borrowers elect to have such excess sum returned to it forthwith.GOVERNING LAW. This Note has been delivered to and accepted by the Holder and shall be deemed to be made in the State of Texas. THIS NOTE SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE HOLDER AND THE BORROWERS DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ITS CONFLICT OF LAWS RULES. Each Borrower hereby irrevocably consents to the exclusive jurisdiction of the United States District Court for the Northern District of Texas or any court of the State of Texas located Dallas County, Texas; provided, however, that nothing contained in this Note will prevent the Holder from bringing any action, enforcing any award or judgment or exercising any rights against any or each Borrower, against any security or against any property of any or each Borrower within any other county, state or other foreign or domestic jurisdiction. Each Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Holder and such Borrower. Each Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.ARBITRATION. BORROWERS AND RBC EACH ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE OR ANY DOCUMENT ARISING HEREUNDER OR WITH RESPECT TO THIS NOTE SHALL BE SUBJECT TO ARBITRATION PURSUANT TO THE ARBITRATION PROVISIONS SET FORTH IN THEATTACHED ANNEX A AND THE PROVISIONS THEREIN ARE INCORPORATED HEREIN IN THEIR ENTIRETY BY THIS REFERENCE. ACCORDINGLY, BORROWERS AND RBC HEREUNDER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREE TO ARBITRATION IN RESPECT TO ANY CLAIM BASED HEREON OR RELATED HERETO, INCLUDING BUT NOT LIMITED TO ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM, THIRD PARTY CLAIM, DISPUTE, DEMAND, SUIT OR PROCEEDING ARISING OUT OF OR RELATED HERETO, UNDER OR IN CONNECTION WITH THIS NOTE, THE PURCHASE AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, INCLUDING ANY COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY AND AGREES THAT ALL SUCH PROCEEDINGS SHALL BE SUBJECT TO ARBITRATION.  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DBSECURED PROMISSORY NOTE        Secured Promissory Note  4  Borrower Initials  
 

   Page 1  Borrower Initials   Secured Promissory Note3234559v1  In Witness Whereof, the Borrowers hereto have caused this Secured Promissory Note to be duly executed by their respective authorized officers as of the Date.BORROWER:RICEBRAN TECHNOLOGIESBy:   Name: Its:  GOLDEN RIDGE RICE MILL, INC.By:   Name: Its:  MGI GRAIN INCORPORATED  By:   Name: Its:  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB  CFO      CFO    Todd Mitchell    Todd Mitchell  Todd Mitchell  CFO     
 

 Secured Promissory Note  Page 2  Borrower Initials   SCHEDULE 1BORROWERSBorrower:RICEBRAN TECHNOLOGIES, D/B/A RICEBRAN TECHNOLOGIES, INC.a California corporation1330 Lake Robbins Dr., Suite 250 The Woodlands, TX 77380Borrower:GOLDEN RIDGE RICE MILL, INC.a Delaware corporation1330 Lake Robbins Dr., Suite 250 The Woodlands, TX 77380Borrower:MGI GRAIN INCORPORATEDa Delaware corporation1330 Lake Robbins Dr., Suite 250 The Woodlands, TX 77380  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB       
 

   Borrower Initials _  Annex A Arbitration Provisions to Secured Promissory Note3234559v1  ANNEX A ARBITRATION PROVISIONSAgreement to Arbitrate. Each Borrower and RBC acknowledges and agrees that arbitration provides cost, timing and other advantages, and all claims, disputes or controversies arising under or related to this Note (collectively referred to herein as a “Claim”), unless specifically excluded herein, shall be resolved in an arbitration forum. Each Borrower and RBC agree to arbitrate any Claim. All Claims will be decided by the arbitrators selected pursuant to these arbitration provisions (the “Arbitrators”), who will have the same ability to order legal or equitable remedies as could a court of general jurisdiction. Each Borrower and RBC mutually consent to the exclusive resolution by arbitration of all Claims, past, present or future, that such party may have against: (1) the other parties; (2) an affiliate of the other parties, or (3) all successors and assigns of any of the foregoing (collectively the “Third Party Beneficiaries”), who are third party beneficiaries of this Note. The references in this Note to the parties to an arbitration proceeding will include, where applicable, a reference to any Third Party Beneficiary that is such a party. In the event of an arbitration under the Purchase Agreement, the arbitration under this Note shall take place in the same arbitration proceeding.Federal Arbitration Act. Except as provided in this Note, the Federal Arbitration Act shall govern the interpretation and enforcement of, and all proceedings pursuant to, this Note. To the extent that the Federal Arbitration Act is inapplicable, or held not to require arbitration of a particular claim or claims, state law of the State of Texas pertaining to agreements to arbitrate shall apply.Claims Not Covered by Arbitration. This Note does not cover Claims by a party or by any Third Party Beneficiary for temporary restraining orders or preliminary injunctions (“temporary equitable relief”) in cases in which such temporary equitable relief would be otherwise authorized by law. Such resort to temporary equitable relief shall be pending and in aid of arbitration only, and in such cases the trial on the merits of the action will occur in front of, and will be decided by, the Arbitrators, who will have the same ability to order legal or equitable remedies as could a court of general jurisdiction.Time Limits for Commencing Arbitration and Required Notice of All Claims. Each Borrower and RBC agree that the aggrieved party must give written notice of any Claim to the other parties no later than the expiration of the statute of limitations that the law prescribes for the Claim. Otherwise, the Claim shall be void and deemed waived.Notice. The aggrieved party shall provide written notice to the other parties of any Claim. The written notice shall identify and describe the nature of all Claims asserted, the facts upon which such Claims are based and the relief or remedy sought. The notice shall be sent to the other parties and be effective as set forth in this Note.Representation. Each Borrower and RBC agree that each party must proceed in the arbitration with licensed attorneys as its representative. Failure to be represented by a licensed attorney will result in a default and will prevent the defaulted party from presenting any motions or evidence before the Arbitrators. On motion made by the opposing party or on the Arbitrators own motion a default judgment will be entered against the breaching party and the breaching party will be required to pay the other party’s costs and attorney’s fees.Discovery. Each Borrower and RBC agree as follows:The parties shall be entitled to conduct sufficient discovery in arbitration to prepare adequately for the claims and defenses raised in the arbitration, including gaining access to essential documents and witnesses, to be determined by the Arbitrators, provided, however, that discovery for each of (a) Borrowers collectively; and (b) RBC, shall be limited to 20 interrogatories including all subparts and subdivisions, and 20 document requests including all subparts and subdivisions, and further provided that  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB       
 

 the parties expressly agree that written briefs shall be no more than 15-pages in length, double-spaced. Exhibits shall be limited to a total of five and shall not exceed five 11 ½ by 8 inch pages in length. The total written submission shall not exceed 20 typewritten pages. Briefs shall be submitted simultaneously. No reply briefs shall be submitted unless good cause shown and if submitted, they will be under the same rules, except they shall not exceed more than seven pages for the written briefs and three pages of Exhibits.The Arbitrators shall have the authority to entertain and rule upon a motion to dismiss, motion for summary judgment, motion to compel discovery, motion in limine, a motion to strike by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. At the arbitration, the Federal Rules of Evidence will apply. The parties will have the right to present proof, through testimony and documentary evidence, and to cross-examine witnesses. Any monetary award shall be in U.S. dollars.No depositions shall be allowed. Requests for additional discovery may be made to the Arbitrators. The Arbitrators may grant an order for such requested additional discovery if the Arbitrators find that the party requires it to adequately arbitrate a claim, taking into account the parties’ mutual desire to have a fast, cost-effective dispute resolution mechanism.Designation of Witnesses. At least thirty (30) days before the arbitration, the parties agree to exchange lists of witnesses, including any experts, and copies of all exhibits intended to be used at the arbitration.Subpoenas. Each party shall have the right to subpoena witnesses and documents for the arbitration as well as documents relevant to the case from third parties. Subpoenas may be enforced in a court in the jurisdiction where the claim is arbitrated.Arbitration Procedures. Each Borrower and RBC agree on the following arbitration procedures.Any such arbitration shall be fully and finally resolved in binding arbitration in a proceeding in the City of Dallas, State of Texas, before a panel of three Arbitrators in accordance of American Arbitration Association (“AAA”). The parties agree that, except as provided in this Note, the arbitration shall be in accordance with AAA then-current commercial arbitration rules/procedures, as modified by the agreed procedures described herein. The Arbitrators shall be either a retired judge or an attorney who is experienced in commercial law and licensed to practice law in the State of Texas. The Arbitrators shall be selected as follows: AAA shall give each of (a) Borrowers collectively; and (b) RBC a list of eleven (11) arbitrators drawn from its panel of employment dispute arbitrators. Each such party shall have ten (10) calendar days from the postmark date on the list to strike all names on the list it deems unacceptable. If only three common names remain on the lists of both parties, those individuals shall be designated as the Arbitrators. If more than three common name remains on the lists of both parties, the parties shall strike names alternately from the list of common names until only three remains. The party who did not initiate the claim shall strike first. If three common names do not exist on the lists of both parties, the sponsoring organization shall furnish an additional list of eleven (11) arbitrators from which the parties shall strike alternately, with the party initiating the claim striking first, until three names remain. Those individuals shall be designated as the Arbitrators.If AAA declines to arbitrate the matter or if at the time of service of notice of the claim AAA no longer operates an arbitration facility within the City of Dallas, State of Texas, the parties agree that, except as provided in this Note, the arbitration will be held before a three private Arbitrators under the AAA Commercial Arbitration Rules with Arbitrators appointed by a state court judge in the jurisdiction where the arbitration is to take place, which Arbitrators shall be either a retired judge, or an attorney who is experienced in employment law and licensed to practice law in the state in which the arbitration is convened.The Arbitrators shall apply the substantive law (and the law of remedies, if applicable) of the State of Texas, or federal law, or both, as applicable to the claim(s) asserted. The Arbitrators are without jurisdiction to apply any different substantive law or law of remedies. The Federal Rules of Evidence shall  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB        Secured Promissory Note  8  Borrower Initials  
 

 apply. Notwithstanding any rules of applicable arbitral forums to the contrary, to the extent there is a question of enforceability of this Note (including but not limited to its waiver of class and collective actions), a challenge to the Arbitrators’ jurisdiction, or a dispute over the arbitrability of a claim, it shall be solely resolved by the Arbitrators. The Arbitrators shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Note, including but not limited to any claim that all or any part of this Note is void or voidable, as well as the exclusive authority to resolve any legal claims raised and to grant any and all rights, remedies and relief that would be available to the parties if the claims were brought in a court of law. The arbitration shall be final and binding upon the parties, except as provided in this Note.The Arbitrators shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Arbitrators deem advisable. The Arbitrators shall apply the standards governing motions under the Federal Rules of Civil Procedure. Only the Arbitrators, in their sole discretion, may decide the conscionability of this Note.Any party, at its expense, may arrange for and pay the cost of a court reporter to provide a stenographic record of proceedings.Should any party refuse or neglect to appear for, or participate in, the arbitration hearing, the Arbitrators shall have the authority to decide the dispute based upon whatever evidence is presented.Any party, upon request at the close of the hearing, shall be given leave to file a post-hearing brief. The time for filing such a brief shall be set by the Arbitrators, but shall not be more than thirty (30) days after the close of the hearing.The Arbitrators shall render a fact opinion and not a reasoned opinion no later than thirty (30) days from the date the arbitration hearing concludes or the post-hearing briefs (if requested) are received, whichever is later. The opinion shall include the factual basis for the award. If the opinion is not rendered within 30 days, a penalty of $100 a day will be deducted from the Arbitrator’s fee for each day the award order is delayed. The Arbitrators shall issue a written award and arbitration decision that sets forth the Arbitrators’ findings of fact and conclusions of law upon which the award is based. The Arbitrators award shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction in any state of the United States or country or application may be made to such court for a judicial acceptance of the award and an enforcement as the law of such jurisdiction may require or allow.The parties shall initially equally split the arbitration fees and costs between each party. Borrowers jointly and severally agree to reimburse RBC for all reasonable attorneys’ fees and costs incurred by RBC arising under to related to any arbitration, which shall awarded by the Arbitrators. Motions for attorney’s fees and costs must be filed within 10 days of the date the arbitration decision is issued or it is waived. The ruling on the petition for fees will not toll the time for moving to enforce the arbitration decision in a court of competent jurisdiction.Confidentiality. Each Borrower and RBC agree that because this matter is subject to mandatory, final, and binding arbitration, all disputes will be and remain strictly confidential and no charge or Claim will be filed against the other party or the Arbitrators because of the arbitration. The parties each agree that, except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all Claims, defenses and proceedings (including, without limitation, the existence of a controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the Arbitrators, the parties and their counsel, each of their agents, and employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any third party or person not directly involved in the arbitration the content of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon the Arbitrator's award or as required by applicable law. Nothing in this paragraph, however, shall be construed to prohibit the parties or their attorneys from communicating with potential witnesses in connection with good faith efforts to investigate facts or to prepare for arbitration. The Arbitrators’ opinion and award also shall be kept confidential, and may be disclosed only to the extent necessary to comply with and/or enforce the same.Survival. These arbitration provisions shall survive termination of the Note.  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB        Secured Promissory Note  9  Borrower Initials  
 

 13. Voluntary Agreement. EACH BORROWER AND RBC ACKNOWLEDGES THAT SUCH PARTY HAS CAREFULLY READ THESE ARBITRATION PROVISIONS, UNDERSTANDS THE TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE PARTIES REGARDING ARBITRATION ARE CONTAINED IN THE NOTE. EACH PARTY FURTHER ACKNOWLEDGES THAT SUCH PARTY HAS ENTERED INTO THESE ARBITRATION PROVISIONS VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE OTHER PARTY OTHER THAN THOSE CONTAINED IN THIS NOTE.  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB        Secured Promissory Note  10  Borrower Initials  
 

   FIRST AMENDMENT TO THE AGREEMENT FOR PURCHASE AND SALE“FIRST AMENDMENT”  AMONG:  CONTINENTAL REPUBLIC CAPITAL, LLC D/B/AREPUBLIC BUSINESS CREDITA Louisiana limited liability company 900 Camp Street, Suite 460New Orleans, LA 70130  “PURCHASER”        AND:  THE ENTITIES SET FORTH ON SCHEDULE 1 ATTACHED HERETO  COLLECTIVELY, THE “SELLERS”AND EACH A “SELLER”    JULY 10, 2020  “EFFECTIVE DATE”  RECITALSWHEREAS, on or about October 28, 2019, Republic Business Credit, LLC (“Republic”) and Sellers entered into that certain Agreement for Purchase and Sale (as the same may have been amended, modified or restated, the “Purchase Agreement”) together with instruments, agreements and documents executed in connection therewith (as the same may have been amended, modified or restated, the “Purchase Agreement Documents”) providing for the sale of certain Accounts by Seller to Purchaser under the terms and conditions set forth therein.WHEREAS, on or about November 21, 2019, Purchaser and Republic filed for a merger of the entities with the State of Louisiana, which merger resulted in Purchaser surviving, as the survivor entity, and Republic no longer continuing as a legal entity, pursuant to which the Purchase Agreement Documents, including the Purchase Agreement, were assigned from Republic to Purchaser (the “Assignment”).WHEREAS, the parties agree that the Purchase Agreement shall be amended to reflect that Purchaser agrees to make a secured term loan to Sellers, as Borrowers, as evidenced by the Note (as hereinafter defined herein), that Sellers consent to the Assignment and certain other amendments pursuant to the terms and conditions set forth herein.AGREEMENTNOW, therefore, in consideration of the mutual covenants set forth in this First Amendment and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows:RECITALS. The foregoing recitals are by this reference made a part hereof and incorporated herein as Paragraph 1. The recitals set forth herein constitute an integral part of this First Amendment, evidencing the intent of the parties in executing this First Amendment and describing the circumstances surrounding its execution and this First Amendment shall be construed thereof.DEFINITIONS. Capitalized terms used herein but not defined herein shall have such meaning as ascribed to such term in the Purchase Agreement.CONSENT. Each Seller acknowledges and consents to the Assignment of the Purchase Agreement from Republic to Purchaser and all actions known by Seller that have been taken by Purchaser since such Assignment.PURCHASER’S ADDRESS. The parties acknowledge that notice is hereby provided to Sellers of the Purchaser’s change in address to the following: 900 Camp Street, Suite 460, New Orleans, LA 70130, effective as of July 1, 2020.AMENDMENTS TO THE AGREEMENTS. The Purchase Agreement is hereby amended as follows:A new Section 3.4 shall be added to the Agreement for Purchase and Sale following Section 3.3 “Conditions Precedent to Funding” as follows:3.4 Term Loan Collateral Representation and Warranty. In the event the appraised market value of the AR Real Property does not equal at least Sixty-Five Percent (65%) of the Principal Amount under the Term Note, each Seller agrees to grant Purchaser a security interest in that certain real property commonly known as 316 5th Ave., N.E., East Grand Forks, Minnesota (the “MN Real Property”) to the extent of such Seller’s interest in the MN Real property.Page 1 Purchaser Initials First Amendment to the Agreement for Purchase and Sale Seller Initials   DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB         
 

 First Amendment to the Agreement for Purchase and Sale  Page 2  Purchaser Initials   Seller Initials   5.2follows:  A new Section 5 shall be added to the Agreement for Purchase and Sale following Section 4 “Conflicting Provisions” asTerm Loan.Secured Promissory Note. Pursuant to that certain Secured Promissory Note dated on or about July 10, 2020 (the “Note”), Purchaser, as Holder, may loan to Sellers, as Borrower, the principal amount of up to Two  Million and 00/100 Dollars ($2,000,000.00) (the “Maximum Principal Amount”) all on the terms and conditions set forth therein, which Note is secured by that certain real property commonly known as 1784 Highway 1 North, Wynne, Cross County, Arkansas 72396 (the “AR Real Property”) as set forth in that certain Mortgage with Security Agreement and Fixture Filing dated on or about July 10, 2020 by and between RiceBran Technologies, d/b/a RiceBran Technologies, Inc., a California corporation, as Mortgagor, and Purchaser, as Mortgagee (the “Mortgage”). From and after the Date of this First Amendment, all obligations under the Note shall be considered “Obligations” under the Purchase Agreement. The Collateral shall secure all obligations of the Sellers, as Borrowers, under the Note.5.2 Conditions Precedent. Purchaser shall receive each of the following from Sellers as a condition precedent to this First Amendment and the Note, all of which shall be to the satisfaction of Purchaser in its sole discretion: (i) the Mortgage and/or other such documents regarding the AR Real Property and the grant of security interest therein; (ii) appraisals for the AR Real Property or any Collateral performed by an appraiser approved by Purchaser; and (iii) Seller’s presentation of a thirteen (13) week cashflow prior to the initial draw of the Note facility.  5.3  The Purchase Provisions of the Purchase Agreement are hereby amended be striking Section 10.3 Waiver of Jury Trial in its entirety and replaced with the following:  Section 10.3 ARBITRATION. PURCHASER AND SELLERS EACH ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS PURCHASE AGREEMENT OR ANY DOCUMENT ARISING HEREUNDER OR WITHRESPECT TO THIS PURCHASE AGREEMENT SHALL BE SUBJECT TO ARBITRATION PURSUANT TO THE ARBITRATION PROVISIONS SET FORTH IN THE ATTACHED ANNEX A AND THE PROVISIONS THEREIN ARE INCORPORATED HEREIN IN THEIR ENTIRETY BY THIS REFERENCE. ACCORDINGLY, PURCHASER AND SELLERS HEREUNDER KNOWINGLY, VOLUNTARILY ANDINTENTIONALLY AGREE TO ARBITRATION IN RESPECT TO ANY CLAIM BASED HEREON OR RELATED HERETO, INCLUDING BUT NOT LIMITED TO ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM, THIRD PARTY CLAIM, DISPUTE, DEMAND, SUIT OR PROCEEDINGARISING OUT OF OR RELATED HERETO UNDER OR IN CONNECTION WITH THIS PURCHASE AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, INCLUDING ANY COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY AND AGREES THAT ALL SUCH PROCEEDINGS SHALL BE SUBJECT TO ARBITRATION.RATIFICATION OF PURCHASE AGREEMENT. The parties agree that the Purchase Agreement, except as specifically amended hereby, and the Purchase Agreement Documents shall remain in full force and effect and each is hereby ratified, approved and confirmed in all respects. From and after the Effective Date hereof, each reference to the Purchase Agreement shall be deemed to mean the Purchase Agreement, as amended and ratified by this First Amendment.EFFECTIVE DATE. This First Amendment shall become effective as of the Effective Date upon execution of this First Amendment by all parties.GOVERNING LAW. This First Amendment shall be governed by, and construed in accordance with the internal laws (and not the law of conflicts) of the State of Texas.EXECUTION IN COUNTERPARTS. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. A signature sent by PDF or electronic signature shall be as valid and binding upon the party as an original signature of such party, provided, however, notwithstanding anything to the contrary contained herein, Purchaser may require an original signature at its sole discretion prior to this First Amendment becoming effective.[Remainder of page intentionally left blank. Execution pages follow.]  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DBFirst Amendment to the Agreement for Purchase and SaleEach Seller shall take any actions required to grant such security interest in the MN Real Property to Purchaser and to perfect Purchaser’s security interest in the MN Real Property.         
 

 Signature Page First Amendment to the Agreement for Purchase and Sale  EXECUTIONIn Witness Whereof, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the Date.PURCHASER:CONTINENTAL REPUBLIC CAPITAL, LLC REPUBLIC BUSINESS CREDIT  By: Name: Melissa BainesIts: Risk Manager  SELLER:RICEBRAN TECHNOLOGIES D/B/A RICEBRAN TECHNOLOGIES, INC.a California corporation  Its:  GOLDEN RIDGE RICE MILL, INC.a Delaware corporation  By:   Name: Its:  Its:  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB  By: Name: Todd Mitchell    Todd Mitchell CFO  CFO    CFO  MGI GRAIN INCORPORATEDA Delaware corporationBy: Name: Todd Mitchell     
 

 First Amendment to the Agreement for Purchase and Sale  Page 2  Purchaser Initials   Schedule 1 –Seller  Seller Initials   DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DBFirst Amendment to the Agreement for Purchase and Sale Schedule 1THE “SELLER” IS SET FORTH AS FOLLOWS:RICEBRAN TECHNOLOGIESa California corporation1330 Lake Robbins Dr., Suite 250 The Woodlands, TX 77380GOLDEN RIDGE RICE MILL, INC.a Delaware corporation1330 Lake Robbins Dr., Suite 250 The Woodlands, TX 77380MGI GRAIN INCORPORATEDa Delaware corporation1330 Lake Robbins Dr., Suite 250 The Woodlands, TX 77380         
 

 Signature Page First Amendment to the Agreement for Purchase and Sale  ANNEX AARBITRATION PROVISIONS1. Agreement to Arbitrate. Each Seller and RBC (each may be referred to as a “Party” and collectively the “Parties” under this Annex A) acknowledges and agrees that arbitration provides cost, timing and other advantages, and all claims, disputes or controversies arising under or related to this Purchase Agreement or the termination thereof (collectively referred to herein as a “Claim”), unless specifically excluded herein, shall be resolved in an arbitration forum. The Parties agree to arbitrate any Claim. All Claims will be decided by the arbitrators selected pursuant to these arbitration provisions (the “Arbitrators”), who will have the same ability to order legal or equitable remedies as could a court of general jurisdiction. The Parties mutually consent to the exclusive resolution by arbitration of all Claims, past, present or future, that each Party may have against: (1) the other Parties;(2) an affiliate of the other Parties; (3) the equity holders, members, managers, shareholders, officers, directors, employees, administrators, representatives and agents of the other Parties or such other Party’s affiliates; and/or (4) all successors and assigns of any of the foregoing (collectively the “Third Party Beneficiaries”), who are third party beneficiaries of this Purchase Agreement. The references in this Purchase Agreement to the Parties to an arbitration proceeding will include, where applicable, a reference to any Third Party Beneficiary that is such a Party.Federal Arbitration Act. Except as provided in this Purchase Agreement, the Federal Arbitration Act shall govern the interpretation and enforcement of, and all proceedings pursuant to, this Purchase Agreement. To the extent that the Federal Arbitration Act is inapplicable, or held not to require arbitration of a particular claim or claims, state law of the State of Louisiana pertaining to agreements to arbitrate shall apply.Claims Not Covered by Arbitration. This Purchase Agreement does not cover Claims by a Party or by any Third Party Beneficiary for temporary restraining orders or preliminary injunctions (“temporary equitable relief”) in cases in which such temporary equitable relief would be otherwise authorized by law. Such resort to temporary equitable relief shall be pending and in aid of arbitration only, and in such cases the trial on the merits of the action will occur in front of, and will be decided by, the Arbitrators, who will have the same ability to order legal or equitable remedies as could a court of general jurisdiction.Time Limits for Commencing Arbitration and Required Notice of All Claims. The Parties agree that the aggrieved Party must give written notice of any Claim to the other Parties no later than the expiration of the statute of limitations that the law prescribes for the Claim. Otherwise, the Claim shall be void and deemed waived.Notice. The aggrieved Party shall provide written notice to the other Parties of any Claim. The written notice shall identify and describe the nature of all Claims asserted, the facts upon which such Claims are based and the relief or remedy sought. The notice shall be sent to the other Parties and be effective as set forth in this Purchase Agreement.Representation. The Parties agree that each Party must proceed in the arbitration with licensed attorneys as its representative. Failure to be represented by a licensed attorney will result in a default and will prevent the defaulted Party from presenting any motions or evidence before the Arbitrators. On motion made by the opposing Party or on the Arbitrators own motion a default judgment will be entered against the breaching Party and the breaching Party will be required to pay the other Party’s costs and attorney’s fees.Discovery. The Parties agree as follows:The Parties shall be entitled to conduct sufficient discovery in arbitration to prepare adequately for the claims and defenses raised in the arbitration, including gaining access to essential documents and witnesses, to be determined by the Arbitrators, provided, however that as to (a) the Sellers; and (b) the Purchaser, discovery shall be limited to 20 interrogatories including all subparts and subdivisions, and 20 document requests including all subparts and subdivisions, and further provided that the Parties expressly agree that written briefs shall be no more than 15-pages in length, double-spaced. Exhibits shall be limited to a total of five and shall not exceed five 11 ½ by 8 inch pages in length. The total written submission shall not exceed 20 typewritten pages. Briefs shall be submitted simultaneously. No reply briefs shall be submitted unless good cause shown and if submitted, they will be under the same rules, except they shall not exceed more than seven pages for the written briefs and three pages of Exhibits.The Arbitrators shall have the authority to entertain and rule upon a motion to dismiss, motion for summary judgment, motion to compel discovery, motion in limine, a motion to strike by any Party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. At the arbitration, the Federal Rules of Evidence will apply. The Parties will have the right to present proof, through testimony and documentary evidence, and to cross-examine witnesses. Any monetary award shall be in U.S. dollars.No depositions shall be allowed. Requests for additional discovery may be made to the Arbitrators. The Arbitrators may grant an order for such requested additional discovery if the Arbitrators find that the Party requires it to adequately arbitrate a claim, taking into account the Parties’ mutual desire to have a fast, cost-effective dispute resolution mechanism.  DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DB         
 

 DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DBFirst Amendment to the Agreement for Purchase and SaleDesignation of Witnesses. At least thirty (30) days before the arbitration, the Parties agree to exchange lists of witnesses, including any experts, and copies of all exhibits intended to be used at the arbitration.Subpoenas. Each Party shall have the right to subpoena witnesses and documents for the arbitration as well as documents relevant to the case from third parties. Subpoenas may be enforced in a court in the jurisdiction where the claim is arbitrated.Arbitration Procedures. The Parties agree on the following arbitration procedures.Any such arbitration shall be fully and finally resolved in binding arbitration in a proceeding in the City of New Orleans, State of Louisiana, before a panel of three Arbitrators in accordance of American Arbitration Association (“AAA”). The Parties agree that, except as provided in this Purchase Agreement, the arbitration shall be in accordance with AAA then-current commercial arbitration rules/procedures, as modified by the agreed procedures described herein. The Arbitrators shall be either a retired judge or an attorney who is experienced in commercial law and licensed to practice law in the State of Louisiana. The Arbitrators shall be selected as follows: AAA shall give (a) the Sellers; and (b) the Purchaser a list of eleven (11) arbitrators drawn from its panel of commercial dispute arbitrators. Each such Party shall have ten (10) calendar days from the postmark date on the list to strike all names on the list it deems unacceptable. If only three common names remain on the lists of both such Parties, those individuals shall be designated as the Arbitrators. If more than three common name remains on the lists of both such Parties, the Parties shall strike names alternately from the list of common names until only three remains. The Party who did not initiate the claim shall strike first. If three common names do not exist on the lists of both such Parties, the sponsoring organization shall furnish an additional list of eleven (11) arbitrators from which both such Parties shall strike alternately, with the Party initiating the claim striking first, until three names remain. Those individuals shall be designated as the Arbitrators.If AAA declines to arbitrate the matter or if at the time of service of notice of the claim AAA no longer operates an arbitration facility within the City of New Orleans, State of Louisiana, the Parties agree that, except as provided in this Purchase Agreement, the arbitration will be held before a three private Arbitrators under the AAA Commercial Arbitration Rules with Arbitrators appointed by a state court judge in the jurisdiction where the arbitration is to take place, which Arbitrators shall be either a retired judge, or an attorney who is experienced in commercial law and licensed to practice law in the state in which the arbitration is convened.The Arbitrators shall apply the substantive law (and the law of remedies, if applicable) of the State of Louisiana, or federal law, or both, as applicable to the claim(s) asserted. The Arbitrators are without jurisdiction to apply any different substantive law or law of remedies. The Federal Rules of Evidence shall apply. Notwithstanding any rules of applicable arbitral forums to the contrary, to the extent there is a question of enforceability of this Purchase Agreement (including but not limited to its waiver of class and collective actions), a challenge to the Arbitrators’ jurisdiction, or a dispute over the arbitrability of a claim, it shall be solely resolved by the Arbitrators. The Arbitrators shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Purchase Agreement, including but not limited to any claim that all or any part of this Purchase Agreement is void or voidable, as well as the exclusive authority to resolve any legal claims raised and to grant any and all rights, remedies and relief that would be available to the Parties if the claims were brought in a court of law. The arbitration shall be final and binding upon the Parties, except as provided in this Purchase Agreement.The Arbitrators shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Arbitrators deem advisable. The Arbitrators shall apply the standards governing motions under the Federal Rules of Civil Procedure. Only the Arbitrators, in their sole discretion, may decide the conscionability of this Purchase Agreement.Any Party, at its expense, may arrange for and pay the cost of a court reporter to provide a stenographic record of proceedings.Should any Party refuse or neglect to appear for, or participate in, the arbitration hearing, the Arbitrators shall have the authority to decide the dispute based upon whatever evidence is presented.Any Party, upon request at the close of the hearing, shall be given leave to file a post-hearing brief. The time for filing such a brief shall be set by the Arbitrators, but shall not be more than thirty (30) days after the close of the hearing.The Arbitrators shall render a fact opinion and not a reasoned opinion no later than thirty (30) days from the date the arbitration hearing concludes or the post-hearing briefs (if requested) are received, whichever is later. The opinion shall include the factual basis for the award. If the opinion is not rendered within 30 days, a penalty of $100 a day will be deducted from the Arbitrator’s fee for each day the award order is delayed. The Arbitrators shall issue a written award and arbitration decision that sets forth the Arbitrators’ findings of fact and conclusions of law upon which the award is based. The Arbitrators award shall be final and binding upon the Parties, and judgment upon the award may be entered in any court of competent jurisdiction in any state of the United States or country or application may be made to such court for a judicial acceptance of the award and an enforcement as the law of such jurisdiction may require or allow.The Parties shall initially equally split the arbitration fees and costs between each Party. Sellers agree to joint and severally reimburse Purchaser for all reasonable attorneys’ fees and costs incurred by Purchaser arising under to related to any arbitration, which shall awarded by the Arbitrators. Motions for attorney’s fees and costs must be filed within 10 days of the date the arbitration decision is issued or it is waived. The ruling on the petition for fees will not toll the time for moving to enforce the arbitration decision in a court of competent jurisdiction.Confidentiality. The Parties each agree that because this matter is subject to mandatory, final, and binding arbitration, all disputes will be and remain strictly confidential and no charge or Claim will be filed against another Party or the Arbitrators because of the arbitration. The Parties each agree that, except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all Claims, defenses and proceedings (including, without limitation, the existence of aFirst Amendment to the Agreement for Purchase and Sale Page 2 Purchaser Initials Schedule 1 –Seller Seller Initials          
 

 First Amendment to the Agreement for Purchase and Sale  Page 3  Purchaser Initials   Schedule 1 –Seller  Seller Initials   DocuSign Envelope ID: CFF78C7F-73BC-4B5B-976E-62AD77C6E5DBFirst Amendment to the Agreement for Purchase and Salecontroversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the Arbitrators, the Parties and their counsel, each of their agents, and employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any third party or person not directly involved in the arbitration the content of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon the Arbitrator's award or as required by applicable law. Nothing in this paragraph, however, shall be construed to prohibit the Parties or their attorneys from communicating with potential witnesses in connection with good faith efforts to investigate facts or to prepare for arbitration. The Arbitrators’ opinion and award also shall be kept confidential, and may be disclosed only to the extent necessary to comply with and/or enforce the same.Survival. These arbitration provisions shall survive termination of the Purchase Agreement.Voluntary Agreement. EACH PARTY ACKNOWLEDGES THAT SUCH PARTY HAS CAREFULLY READ THESE ARBITRATION PROVISIONS, UNDERSTANDS THE TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE PARTIES REGARDING ARBITRATION ARE CONTAINED IN THE PURCHASE AGREEMENT. EACH PARTY FURTHER ACKNOWLEDGES THAT SUCH PARTY HAS ENTERED INTO THESE ARBITRATION PROVISIONS VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE OTHER PARTY OTHER THAN THOSE CONTAINED IN THIS PURCHASE AGREEMENT ITSELF.         
 



Exhibit 10.2

RICEBRAN TECHNOLOGIES
AMENDED AND RESTATED
2014 EQUITY INCENTIVE PLAN

1.           PURPOSE.  The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards.  Capitalized terms not defined elsewhere in the text are defined in Section 28.

2.            SHARES SUBJECT TO THE PLAN.

2.1.        Number of Shares Available.  Subject to Section 2.5 and Section 21 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 6,300,000 Shares.

2.2.       Lapsed, Returned Awards.  Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares:  (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program.  To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.  Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan.  For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof.

2.3.        Minimum Share Reserve.  At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted under this Plan.

2.4.        ISO Limitation.  No more than 6,300,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan.

2.5.        Adjustment of Shares.  If the number of outstanding Shares is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off or similar change in the capital structure of the Company, without consideration, then (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) the number and class of Shares subject to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

If, by reason of an adjustment pursuant to this Section 2.5, a Participant’s Award Agreement or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject to all of the terms, conditions and restrictions which were applicable to the Award or the Shares subject to such Award prior to such adjustment.


2.6.       Participant Limitations.  The (i) maximum number of Shares that may be granted to each Participant during any fiscal year of the Company is 500,000 Shares (subject to increase or decrease pursuant to Section 2.5); and (ii) the maximum value at grant of Awards denominated in dollars and Performance Awards that may be granted during any fiscal year of the Company to each Participant is $3,000,000; provided, however, that the foregoing limit shall be adjusted on a proportionate basis for any Performance Period that is not based on one fiscal year of the Company; provided, however, that the foregoing individual Participant limits shall be cumulative; that is, to the extent that Shares for which Awards are permitted to be granted during a fiscal year to an individual Participant are not actually made subject to an Award in a fiscal year, the number of Shares available for Awards to such Participant automatically shall increase in the subsequent fiscal years during the term of the Plan until used.

3.           ELIGIBILITY.  ISOs may be granted only to Employees.  All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors; provided such Consultants and Non-Employee Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.

4.            ADMINISTRATION.

4.1.       Committee Composition; Authority.  This Plan will be administered by the Committee or by the Board acting as the Committee.  Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan, except, however, the Board will establish the terms for the grant of an Award to Non-Employee Directors.  The Committee will have the authority to:

(a)           construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;

(b)           prescribe, amend and rescind rules and regulations relating to this Plan or any Award;

(c)            select persons to receive Awards;

(d)           determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the Exercise Price, the time or times when Awards may vest and be exercised (which may be based on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations or any other tax liability legally due and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;

(e)           determine the number of Shares or other consideration subject to Awards;

(f)            determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if necessary;

(g)          determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary or Affiliate;

(h)           grant waivers of Plan or Award conditions;

(i)            determine the vesting, exercisability and payment of Awards;

(j)            correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;

(k)           determine whether an Award has been vested and/or earned;

(l)            determine the terms and conditions of any, and to institute any Exchange Program;

(m)          reduce, waive or modify any criteria with respect to Performance Factors;

(n)           adjust Performance Factors;


(o)          adopt terms and conditions, rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration of the Plan to accommodate requirements of local law and procedures outside of the United States or to qualify Awards for special tax treatment under laws of jurisdictions other than the United States;

(p)           exercise discretion with respect to Performance Awards;

(q)           make all other determinations necessary or advisable for the administration of this Plan; and

(r)          delegate any of the foregoing to a subcommittee or to one or more executive officers pursuant to a specific delegation as permitted by applicable law.

4.2.        Committee Interpretation and Discretion.  Any determination made by the Committee with respect to any Award will be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination will be final and binding on the Company and all persons having an interest in any Award under the Plan.  Any dispute regarding the interpretation of the Plan or any Award Agreement will be submitted by the Participant or Company to the Committee for review.  The resolution of such a dispute by the Committee will be final and binding on the Company and the Participant.  The Committee may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution will be final and binding on the Company and the Participant.

4.3.        Section 16 of the Exchange Act.  Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act).

4.4.        Documentation.  The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.

4.5.        Foreign Award Recipients.  Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and practices in other countries in which the Company and its Subsidiaries or Affiliates operate or have Employees or other individuals eligible for Awards, the Committee, in its sole discretion, will have the power and authority to:  (a) determine which Subsidiaries and Affiliates will be covered by the Plan; (b) determine which individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to individuals outside the United States or foreign nationals to comply with applicable foreign laws, policies, customs and practices; (d) establish subplans and modify exercise procedures, vesting conditions, and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications will be attached to this Plan as appendices, if necessary); provided, however, that no such subplans and/or modifications will increase the share limitations contained in Section 2.1 hereof; and (e) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.  Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards will be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

5.           OPTIONS.  An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable.  The Committee may grant Options to eligible Employees, Consultants and Directors and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following terms of this section.


5.1.        Option Grant.  Each Option granted under this Plan will identify the Option as an ISO or an NSO.  An Option may be, but need not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual Award Agreement.  If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (a) determine the nature, length and starting date of any Performance Period for each Option; and (b) select from among the Performance Factors to be used to measure the performance, if any.  Performance Periods may overlap and Participants may participate simultaneously with respect to Options that are subject to different performance goals and other criteria.

5.2.        Date of Grant.  The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, or a specified future date.  The Award Agreement will be delivered to the Participant within a reasonable time after the granting of the Option.

5.3.        Exercise Period.  Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Shareholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted.  The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

5.4.        Exercise Price.  The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that: (a) the Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant and (b) the Exercise Price of any ISO granted to a Ten Percent Shareholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant.  Payment for the Shares purchased may be made in accordance with Section 11 and the Award Agreement and in accordance with any procedures established by the Company.

5.5.        Method of Exercise.  Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (a) notice of exercise (in such form as the Committee may specify from time to time) from the person entitled to exercise the Option (and/or via electronic execution through the authorized third-party administrator), and (b) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.6 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

5.6.        Termination of Service.  If the Participant’s Service terminates for any reason except for Cause or the Participant’s death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates no later than three (3) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise beyond three (3) months after the date Participant’s employment terminates deemed to be the exercise of an NSO), but in any event no later than the expiration date of the Options.

(a)         Death.  If the Participant’s Service terminates because of the Participant’s death (or the Participant dies within three (3) months after Participant’s Service terminates other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the date Participant’s Service terminates (or such shorter time period or longer time period as may be determined by the Committee), but in any event no later than the expiration date of the Options.


(b)          Disability.  If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise beyond (a) three (3) months after the date Participant’s employment terminates when the termination of Service is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months after the date Participant’s employment terminates when the termination of Service is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NSO), but in any event no later than the expiration date of the Options.

(c)         Cause.  If the Participant’s Service terminates for Cause, then Participant’s Options (whether or not vested) will expire on the date of termination of Participant’s Service if the Committee has reasonably determined in good faith that such cessation of Services has resulted in connection with an act or failure to act constituting Cause (or such Participant’s Services could have been terminated for Cause (without regard to the lapsing of any required notice or cure periods in connection therewith) at the time such Participant terminated Services), or at such later time and on such conditions as are determined by the Committee, but in any event no later than the expiration date of the Options.  Unless otherwise provided in an employment agreement, Award Agreement, or other applicable agreement, Cause will have the meaning set forth in the Plan.

5.7.        Limitations on Exercise.  The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then exercisable.

5.8.        Limitations on ISOs.  With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NSOs. For purposes of this Section 5.8, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.  In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

5.9.        Modification, Extension or Renewal.  The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted.  Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code.  Subject to Section 18 of this Plan, by written notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants; provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.

5.10.      No Disqualification.  Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.

6.           RESTRICTED STOCK AWARDS.  A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant, or Director Shares that are subject to restrictions (“Restricted Stock”).  The Committee will determine to whom an offer will be made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject and all other terms and conditions of the Restricted Stock Award, subject to the Plan.


6.1.        Restricted Stock Purchase Agreement.  All purchases under a Restricted Stock Award will be evidenced by an Award Agreement.  Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant.  If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless the Committee determines otherwise.

6.2.        Purchase Price.  The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value on the date the Restricted Stock Award is granted.  Payment of the Purchase Price must be made in accordance with Section 11 of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.

6.3.        Terms of Restricted Stock Awards.  Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required by law.  These restrictions may be based on completion of a specified number of years of service with the Company or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement.  Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant.  Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other criteria.

6.4.       Termination of Service.  Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

7.           STOCK BONUS AWARDS.  A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares for Services to be rendered or for past Services already rendered to the Company or any Parent, Subsidiary or Affiliate.  All Stock Bonus Awards shall be made pursuant to an Award Agreement.  No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.

7.1.        Terms of Stock Bonus Awards.  The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon.  These restrictions may be based upon completion of a specified number of years of service with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance in the Participant’s Stock Bonus Agreement.  Prior to the grant of any Stock Bonus Award the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant.  Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria.

7.2.       Form of Payment to Participant.  Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.

7.3.        Termination of Service.  Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

8.           STOCK APPRECIATION RIGHTS.  A Stock Appreciation Right (“SAR”) is an award to an eligible Employee, Consultant, or Director that may be settled in cash, or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement).  All SARs shall be made pursuant to an Award Agreement.


8.1.        Terms of SARs.  The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect of the Participant’s termination of Service on each SAR.  The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value.  A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual Award Agreement.  If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance Factors to be used to measure the performance, if any.  Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.

8.2.        Exercise Period and Expiration Date.  A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR.  The SAR Agreement shall set forth the expiration date; provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted.  The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines.  Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee).  Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs.

8.3.        Form of Settlement.  Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times (b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.  The portion of a SAR being settled may be paid currently or on a deferred basis with such interest, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.

8.4.         Termination of Service.  Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

9.           RESTRICTED STOCK UNITS.  A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant, or Director covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock).  All RSUs shall be made pursuant to an Award Agreement.

9.1.        Terms of RSUs.  The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU; (b) the time or times during which the RSU may be settled; (c) the consideration to be distributed on settlement; and (d) the effect of the Participant’s termination of Service on each RSU; provided that no RSU shall have a term longer than ten (10) years.  An RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement.  If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance, if any; and (z) determine the number of Shares deemed subject to the RSU.  Performance Periods may overlap and Participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria.

9.2.       Form and Timing of Settlement.  Payment of earned RSUs shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination of both.  The Committee may also permit a Participant to defer payment under an RSU to a date or dates after the RSU earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.


9.3.        Termination of Service.  Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

10.         PERFORMANCE AWARDS.  A Performance Award is an award to an eligible Employee, Consultant, or Director of the Company or any Parent, Subsidiary or Affiliate that is based upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee, and may be settled in cash, Shares (which may consist of, without limitation, Restricted Stock), other property, or any combination thereof.  Grants of Performance Awards shall be made pursuant to an Award Agreement.

10.1.      Performance Awards shall include Performance Shares, Performance Units, and cash-based Awards as set forth in Sections 10.1(a), 10.1(b), and 10.1(c) below.

(a)          Performance Shares.  The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a designated number of Shares, the value of which may be paid to the Participant by delivery of Shares or, if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.  The amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

(b)         Performance Units.  The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.

(c)           Cash-Settled Performance Awards.  The Committee may grant cash-settled Performance Awards to Participants under the terms of this Plan. Such awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by the Committee for the relevant performance period.

10.2.      Terms of Performance Awards.  Performance Awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by the Committee for the relevant Performance Period.  The Committee will determine, and each Award Agreement shall set forth, the terms of each Performance Award including, without limitation: (a) the amount of any cash bonus, (b) the number of Shares deemed subject to an award of Performance Shares; (c) the Performance Factors and Performance Period that shall determine the time and extent to which each award of Performance Shares shall be settled; (d) the consideration to be distributed on settlement, and (e) the effect of the Participant’s termination of Service on each Performance Award.  In establishing Performance Factors and the Performance Period the Committee will: (x) determine the nature, length and starting date of any Performance Period; (y) select from among the Performance Factors to be used; and (z) determine the number of Shares deemed subject to the award of Performance Shares.  Prior to settlement the Committee shall determine the extent to which Performance Awards have been earned.  Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria.

10.3.       Termination of Service.  Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee).

11.          PAYMENT FOR SHARE PURCHASES.  Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement):


(a)            by cancellation of indebtedness of the Company to the Participant;

(b)           by surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Award will be exercised or settled;

(c)         by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary;

(d)          by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company in connection with the Plan;

(e)           by any combination of the foregoing; or

(f)            by any other method of payment as is permitted by applicable law.

12.          GRANTS TO NON-EMPLOYEE DIRECTORS.

12.1.      Grant and Eligibility.  Awards under the Plan may be granted to Non-Employee Directors may be automatically made pursuant to a policy adopted by the Board, or made from time to time as determined in the discretion of the Board.

12.2.      Vesting, Exercisability and Settlement.  Except as set forth in Section 21, Awards will vest, become exercisable and be settled as determined by the Board.  With respect to Options and SARs, the exercise price granted to Non-Employee Directors will not be less than the Fair Market Value of the Shares at the time that such Option or SAR is granted.

12.3.      Election to Receive Awards in Lieu of Cash.  A Non-Employee Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash or Awards or a combination thereof, if permitted, and as determined, by the Committee.  Such Awards shall be issued under the Plan.  An election under this Section 12.3 shall be filed with the Company on the form prescribed by the Company.

13.          WITHHOLDING TAXES.

13.1.      Withholding Generally.  Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or a tax event occurs, the Company may require the Participant to remit to the Company, or to the Parent, Subsidiary or Affiliate, as applicable,  employing the Participant, an amount sufficient to satisfy applicable U.S. federal, state, local and international tax or any other tax or social insurance liability (the “Tax-Related Items”) required to be withheld from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award.  Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable withholding obligations for Tax-Related Items.  Unless otherwise determined by the Committee, the Fair Market Value of the Shares will be determined as of the date that the taxes are required to be withheld and such Shares will be valued based on the value of the actual trade or, if there is none, the Fair Market Value of the Shares as of the previous trading day.

13.2.      Stock Withholding.  The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such Tax Related Items legally due from the Participant, in whole or in part by (without limitation) (a) paying cash, (b) having the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned shares having a Fair Market Value equal to the Tax-Related Items to be withheld or (d) withholding from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either through a voluntary sale or through a mandatory sale arranged by the Company.  The Company may withhold or account for these Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including up to (but not in excess of) the maximum permissible statutory tax rate for the applicable tax jurisdiction, to the extent consistent with applicable laws.


14.        TRANSFERABILITY.  Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.  If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate.  All Awards will be exercisable: (a) during the Participant’s lifetime only by the Participant, or the Participant’s guardian or legal representative; (b) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (c) in the case of all awards except ISOs, by a Permitted Transferee.

15.          PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.

15.1.      Voting and Dividends.  No Participant will have any of the rights of a shareholder with respect to any Shares until the Shares are issued to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement. Any Dividend Equivalent Rights will be subject to the same vesting or performance conditions as the underlying Award.  In addition, the Committee may provide that any Dividend Equivalent Rights permitted by an applicable Award Agreement will be deemed to have been reinvested in additional Shares or otherwise reinvested.  After Shares are issued to the Participant, the Participant will be a shareholder and have all the rights of a shareholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant will have no right to such stock dividends or stock distributions with respect to Unvested Shares, and any such dividends or stock distributions will be accrued and paid only at such time, if any, as such Unvested Shares become vested Shares.  The Committee, in its discretion, may provide in the Award Agreement evidencing any Award that the Participant will be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Shares underlying an Award during the period beginning on the date the Award is granted and ending, with respect to each Share subject to the Award, on the earlier of the date on which the Award is exercised or settled or the date on which it is forfeited provided, that no Dividend Equivalent Right will be paid with respect to the Unvested Shares, and such dividends or stock distributions will be accrued and paid only at such time, if any, as such Unvested Shares become vested Shares. Such Dividend Equivalent Rights, if any, will be credited to the Participant in the form of additional whole Shares as of the date of payment of such cash dividends on Shares.

15.2.      Restrictions on Shares.  At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase (a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such Participant’s termination of Service at any time within ninety (90) days (or such longer or shorter time determined by the Committee) after the later of the date Participant’s Service terminates and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.

16.         CERTIFICATES.  All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions to which the Shares are subject.

17.        ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates.  Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral.  In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve.  The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.


18.          REPRICING; EXCHANGE AND BUYOUT OF AWARDS.  Without prior shareholder approval, the Committee may not (a) reprice Options or SARs or (b) pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.

19.         SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Award will not be effective unless such Award is in compliance with all applicable U.S. and foreign federal and state securities and exchange control laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance.  Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.  The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

20.         NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate Participant’s employment or other relationship at any time.

21.          CORPORATE TRANSACTIONS.

21.1.     Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction any or all outstanding Awards may be (a) continued by the Company, if the Company is the successor entity; or (b) assumed or substituted by the successor corporation, or a parent or subsidiary of the successor corporation, for substantially equivalent Awards (including, but not limited to, an award to acquire the same consideration paid to the shareholders of the Company pursuant to the Corporate Transaction), in each case after taking into account appropriate adjustments for the number and kind of shares and exercise prices. The successor corporation may also issue, as replacement of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant.  In the event such successor corporation refuses to assume, substitute or replace any Award in accordance with this Section 21, then notwithstanding any other provision in this Plan to the contrary, each such Award shall become fully vested and, as applicable, exercisable and any rights of repurchase or forfeiture restrictions thereon shall lapse, immediately prior to the consummation of the Corporation Transaction.  Performance Awards not assumed pursuant to the foregoing shall be deemed earned and vested based on the greater of actual performance (if determinable) or 100% of target level, unless otherwise indicated pursuant to the terms and conditions of the applicable Award Agreement.

If an Award vests in lieu of assumption or substitution in connection with a Corporate Transaction as provided above, the Committee will notify the holder of such Award in writing or electronically that such Award will be exercisable for a period of time determined by the Committee in its sole discretion, and such Award will terminate upon the expiration of such period without consideration.  Any determinations by the Committee need not treat all outstanding Awards in an identical manner, and shall be final and binding on each applicable Participant.


21.2.      Assumption of Awards by the Company.  The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan.  Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant.  In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the Code).  In the event the Company elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.  Substitute Awards will not reduce the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in a calendar year.

21.3.      Non-Employee Directors’ Awards.  Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting of all Awards granted to Non-Employee Directors will accelerate and such Awards will become exercisable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Committee determines.

22.          ADOPTION AND SHAREHOLDER APPROVAL.  This Plan will be submitted for the approval of the Company’s shareholders, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.

23.         TERM OF PLAN/GOVERNING LAW.  Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Shareholders of the Company.  This Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws of the State of California (excluding its conflict of laws rules).

24.         AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time terminate or amend this Plan in any respect, including, without limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the shareholders of the Company, amend this Plan in any manner that requires such shareholder approval; provided further, that a Participant’s Award will be governed by the version of this Plan then in effect at the time such Award was granted.  No termination or amendment of the Plan or any outstanding Award may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is necessary to comply with applicable law, regulation or rule.

25.         NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by the Board, the submission of this Plan to the shareholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

26.         INSIDER TRADING POLICY.  Each Participant who receives an Award will comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Employees, officers and/or Directors of the Company, as well as with any applicable insider trading or market abuse laws to which the Participant may be subject.

27.         ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY.   All Awards, subject to applicable law, shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s employment or other service with the Company that is applicable to Employees, Directors or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.

28.          DEFINITIONS.  As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


28.1.       Affiliate” means any person or entity that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the Company, including any general partner, managing member, officer or director of the Company, in each case as of the date on which, or at any time during the period for which, the determination of affiliation is being made.  For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such person or entity, whether through the ownership of voting securities or by contract or otherwise.

28.2.       Award” means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, Restricted Stock Unit or Performance Award.

28.3.      Award Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants to non-U.S. Participants, which will be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of Award agreements that are not used for Insiders, the Committee’s delegate(s)) has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan.

28.4.       Board” means the Board of Directors of the Company.

28.5.      Cause” means a determination by the Company (and in the case of Participant who is subject to Section 16 of the Exchange Act, the Committee) that the Participant has committed an act or acts constituting any of the following: (a) dishonesty, fraud, misconduct or negligence in connection with Participant’s duties to the Company, (b) unauthorized disclosure or use of the Company’s confidential or proprietary information or trade secrets, (c) misappropriation of a business opportunity of the Company, (d) materially aiding Company competitor, (e) a conviction or plea of nolo contendere to a felony or crime involving moral turpitude, (f) failure or refusal to attend to the duties or obligations of the Participant’s position (g) violation or breach of, or failure to comply with, the Company’s code of ethics or conduct, any of the Company’s rules, policies or procedures applicable to the Participant or any agreement in effect between the Company and the Participant or (h) other conduct by such Participant that could be expected to be harmful to the business, interests or reputation of the Company.  The determination as to whether Cause for a Participant’s termination exists will be made in good faith by the Company and will be final and binding on the Participant.  This definition does not in any way limit the Company’s or any Parent’s or Subsidiary’s ability to terminate a Participant’s employment or services at any time as provided in Section 20 above.  Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified or replaced in each individual employment agreement, Award Agreement, or other applicable agreement with any Participant provided that such document specifically supersedes this definition.

28.6.       Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

28.7.       Committee” means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated as permitted by law.

28.8.       Company” means RiceBran Technologies, a California corporation, or any successor corporation.

28.9.       Consultant” means any natural person, including an advisor or independent contractor, engaged by the Company or a Parent, Subsidiary or Affiliate to render services to such entity.


28.10.     Corporate Transaction” means the occurrence of any of the following events: (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities; provided, however, that for purposes of this subclause (a) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Corporate Transaction; (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; (d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the shareholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) or (e) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.  For purpose of this subclause (e), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Corporate Transaction.  For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.  Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount will become payable only if the event constituting a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

28.11.     Director” means a member of the Board.

28.12.    Disability” means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

28.13.     Dividend Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash, stock or other property dividends in amounts equivalent to cash, stock or other property dividends for each Share represented by an Award held by such Participant.

28.14.     Effective Date” means June 23, 2014.

28.15.    Employee” means any person, including officers and Directors, providing services as an employee to the Company or any Parent, Subsidiary or Affiliate.  Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

28.16.     Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

28.17.    Exchange Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof) or (b) the exercise price of an outstanding Award is increased or reduced, each as described in Section 18.

28.18.     Exercise Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.

28.19.     Fair Market Value” means, as of any date, the value of a share of the Company’s common stock determined as follows:

(a)           if such common stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the common stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Committee deems reliable;


(b)           if such common stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(c)           by the Board or the Committee in good faith.

28.20.     Insider” means an officer or Director of the Company or any other person whose transactions in the Company’s common stock are subject to Section 16 of the Exchange Act.

28.21.     IRS” means the United States Internal Revenue Service.

28.22.     Non-Employee Director” means a Director who is not an Employee of the Company or any Parent or Subsidiary.

28.23.     Option” means an Award as defined in Section 5 and granted under the Plan.

28.24.     Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

28.25.     Participant” means a person who holds an Award under this Plan.

28.26.    Performance Award means an Award as defined in Section 10 and granted under the Plan.

28.27.   Performance Factors means any of the factors selected by the Committee and specified in an Award Agreement, from among the following objective or subjective measures, either individually, alternatively or in any combination applied to the Participant, the Company, any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied:

(a)           Profit Before Tax;

(b)           Sales;

(c)           Expenses;

(d)           Billings;

(e)           Revenue;

(f)            Net revenue;

(g)           Earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based compensation expenses, depreciation and amortization);

(h)           Operating income;

(i)            Operating margin;

(j)            Operating profit;

(k)           Controllable operating profit, or net operating profit;


(l)            Net Profit;

(m)          Gross margin;

(n)           Operating expenses or operating expenses as a percentage of revenue;

(o)           Net income;

(p)           Earnings per share;

(q)           Total shareholder return;

(r)            Market share;

(s)            Return on assets or net assets;

(t)            The Company’s stock price;

(u)           Growth in shareholder value relative to a pre-determined index;

(v)           Return on equity;

(w)          Return on invested capital;

(x)           Cash Flow (including free cash flow or operating cash flows);

(y)           Balance of cash, cash equivalents and marketable securities;

(z)           Cash conversion cycle;

(aa)          Economic value added;

(bb)         Individual confidential business objectives;

(cc)         Contract awards or backlog;

(dd)         Overhead or other expense reduction;

(ee)          Credit rating;

(ff)           Completion of an identified special project;

(gg)         Completion of a joint venture or other corporate transaction;

(hh)         Strategic plan development and implementation;

(ii)           Succession plan development and implementation;

(jj)           Improvement in workforce diversity;

(kk)         Employee satisfaction;

(ll)           Employee retention;

(mm)       Customer indicators and/or satisfaction;


(nn)         New product invention or innovation;

(oo)         Research and development expenses;

(pp)         Attainment of research and development milestones;

(qq)          Improvements in productivity;

(rr)           Bookings;

(ss)          Working-capital targets and changes in working capital;

(tt)           Attainment of operating goals and employee metrics; and

(uu)         Any other metric as determined by the Committee.

The Committee may provide for one or more equitable adjustments to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant, such as but not limited to, adjustments in recognition of unusual or non-recurring items such as acquisition related activities or changes in applicable accounting rules.  It is within the sole discretion of the Committee to make or not make any such equitable adjustments.

28.28.    Performance Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Factors will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award.

28.29.     Performance Share” means an Award as defined in Section 10 and granted under the Plan.

28.30.     Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.

28.31.    Performance Unit means an Award as defined in Section 10 and granted under the Plan.

28.32.     Plan” means this Amended and Restated RiceBran Technologies 2014 Equity Incentive Plan.

28.33.     Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or SAR.

28.34.     Restricted Stock Award” means an Award as defined in Section 6 and granted under the Plan (or issued pursuant to the early exercise of an Option).

28.35.     Restricted Stock Unit” means an Award as defined in Section 9 and granted under the Plan.

28.36.     SEC” means the United States Securities and Exchange Commission.

28.37.     Securities Act” means the United States Securities Act of 1933, as amended.


28.38.     Service” means service as an Employee, Consultant, Director or Non-Employee Director, to the Company or a Parent, Subsidiary or Affiliate, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement.  An Employee will not be deemed to have ceased to provide Service in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence approved by the Company; provided, that such leave is for a period of not more than 90 days unless reemployment upon the expiration of such leave is guaranteed by contract or statute.  Notwithstanding anything to the contrary, an Employee will not be deemed to have ceased to provide Service if a formal policy adopted from time to time by the Company and issued and promulgated to employees in writing provides otherwise.  In the case of any Employee on an approved leave of absence or a reduction in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee may make such provisions respecting suspension or modification of vesting of the Award while on leave from the employ of the Company or a Parent, Subsidiary or Affiliate or during such change in working hours as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement.  In the event of military or other protected leave, if required by applicable laws, vesting will continue for the longest period that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s returning from military leave, he or she will be given vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to provide Service to the Company throughout the leave on the same terms as he or she was providing Service immediately prior to such leave.  An Employee will have terminated employment as of the date he or she ceases to provide Service (regardless of whether the termination is in breach of local employment laws or is later found to be invalid) and employment will not be extended by any notice period or garden leave mandated by local law, provided however, a change in status from an Employee to a Consultant or a Non-Employee Director (or vice versa) will not terminate a Participant’s Service, unless determined by the Committee, in its discretion or to the extent set forth in the applicable Award Agreement.  The Committee will have sole discretion to determine whether a Participant has ceased to provide Service and the effective date on which the Participant ceased to provide Service.

28.39.     Shares” means shares of the common stock of the Company.

28.40.     Stock Appreciation Right” means an Award as defined in Section 8 and granted under the Plan.

28.41.     Stock Bonus” means an Award granted pursuant to Section 7 of the Plan.

28.42.     Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

28.43.     Treasury Regulations” means regulations promulgated by the United States Treasury Department.

28.44.     Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor thereto).




Exhibit 10.3

RICEBRAN TECHNOLOGIES, INC.
2014 EQUITY INCENTIVE PLAN
 
NOTICE OF GRANT OF DEFERRED RESTRICTED STOCK
 
Name:
   
     
Address:
   
     

Grant:  You (“Participant”) are granted the right to receive an Award of Deferred Restricted Stock of RiceBran Technologies (the “Company”) as provided below, subject to the terms and conditions set forth in this Notice of Grant of Restricted Stock (the “Notice of Grant”) and the Terms and Conditions of Deferred Restricted Stock Grant attached hereto as Exhibit A (“Terms and Conditions”, and collectively with this Notice of Grant, the “Agreement”) and the RiceBran Technologies 2014 Equity Incentive Plan, as amended from time to time (the “Plan”).  Unless otherwise defined in this Agreement, the defined terms used in this Agreement have the meanings given those terms in the Plan.
 
 
Grant Number:
   
       
 
Date of Grant:
   
       
 
Board Year:
   
       
 
Number of Shares Granted:
   

Vesting Schedule:  [Insert applicable vesting terms or note if the grant is fully vested.]
 
[Signature Page to Follow]
 

By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Award of Deferred Restricted Stock is granted under and governed by the terms and conditions of the Plan and this Agreement.  Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement.  Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Agreement.  Participant further agrees to notify the Company upon any change in the residence address indicated below.
 
PARTICIPANT:
 
RICEBRAN TECHNOLOGIES, INC.
 
           
Signature:
   
By:
   
           
Print Name:
   
Its:
   
           
Date:
   
Date:
   
           
Address:
         
           

[SIGNATURE PAGE TO
NOTICE OF GRANT OF DEFERRED RESTRICTED STOCK]
 

EXHIBIT A
 
TERMS AND CONDITIONS OF DEFERRED RESTRICTED STOCK GRANT
 
1.           Grant. Ricebran Technologies, a California corporation (the “Company”) herby grants to the Participant named above (the "Participant) under the Plan for past services and as a separate incentive in connection with his or her services, a deferred award of restricted shares of Company Common Stock (“DSUs”), subject to all of the terms and conditions in this Agreement, and the Plan, which is incorporated herein by reference:
 
2.           Certain Definitions.  Capitalized terms used, but not otherwise defined, in this Notice will have the meanings given to such terms in the Ricebran Technologies 2014 Amended and Restated Equity Incentive Plan (the Plan).
 
3.           Grant of DSUs.  Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, pursuant to authorization under a resolution of the Committee, the Company has granted to the Participant as of the date set forth in the Notice of Grant (Date of Grant) the DSUsEach DSU shall represent the right of the Participant to receive one share of Common Stock subject to and upon the terms and conditions of this Agreement.
 
4.           Restrictions on Transfer of DSUs.  Subject to Section 14 of the Plan, neither the DSUs evidenced hereby nor any interest therein or in the Common Stock underlying such DSUs shall be transferable prior to payment to the Participant pursuant to Section 6 other than by will or pursuant to the laws of descent and distribution.
 
5.           Vesting of DSUs. The DSUs covered by this Agreement shall vest and become nonforfeitable as provided in the Notice of Grant (the Vesting Period) and shall thereafter be payable to the Participant pursuant to Section 6.  Subject to the terms of the Plan, DSUs that do not so become nonforfeitable will be forfeited, including if the Participant ceases to serve on the Board prior to the end of the Vesting Period.
 
6.           Form and Time of Payment of DSUs.
 
(a)          Payment for the DSUs, after and to the extent they have become nonforfeitable (Vested DSUs), shall be made in the form of Common Stock.  To the extent the DSUs are Vested DSUs on the dates set forth below and to the extent such Vested DSUs have not previously been settled, the Company will settle such Vested DSUs as follows:
 
(i)        As soon as administratively practicable following (but no later than 30 days following) the date of the Participant’s death or “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code, payment of the Vested DSUs shall be made to the Participant; and
 
(ii)        On the date of a Change in Control, payment of the Vested DSUs shall be made to the Participant; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, the Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to this Section 6 as though such Change in Control had not occurred.
 
A- 1

(b)          If the DSUs become payable on the Participant’s “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Participant is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, payment for the DSUs shall be made on the earlier of the first day of the seventh month after the date of the Participant’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Participant’s death.
 
(c)          The Company’s obligations to the Participant with respect to the DSUs will be satisfied in full upon the issuance of Common Stock corresponding to such DSUs.
 
               7.           Dividend Equivalents:  Voting and Other Rights.
 
(a)          The Participant shall have no rights of ownership in the Common Stock underlying the DSUs and no right to vote the Common Stock underlying the DSUs until the date on which the Common Stock underlying the DSUs is issued or transferred to the Participant pursuant to Section 6.
 
(b)         From and after the Date of Grant and until the earlier of (i) the time when the DSUs become nonforfeitable and are paid in accordance with Section 6, or (ii) the time when the Participant’s right to receive Common Stock in payment of the DSUs is forfeited in accordance with Section 5, on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, the Participant shall be credited with cash per DSU equal to the amount of such dividend.  Any amounts credited pursuant to the immediately preceding sentence shall be subject to the same applicable terms and conditions (including vesting, payment and forfeitability) as apply to the DSUs based on which the dividend equivalents were credited, and such amounts shall be paid in cash at the same time as the DSUs to which they relate.
 
(c)          The obligations of the Company under this Notice will be merely that of an unfunded and unsecured promise of the Company to deliver Common Stock in the future, and the rights of the Participant will be no greater than that of an unsecured general creditor.  No assets of the Company will be held or set aside as security for the obligations of the Company under this Notice.
 
8.           Adjustments.  The DSUs and the number of shares of Common Stock issuable for each DSU, and the other terms and conditions of the grant evidenced by this Agreement, are subject to mandatory adjustment pursuant to applicable law and as provided in the Plan.
 
9.           Forfeiture upon Termination of Status as a Service Provider.  Notwithstanding any contrary provision of this Agreement, any DSUs that have not vested at the time of Participant’s termination as a Service Provider for any reason will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date of such termination and Participant will have no further rights thereunder.  Participant will not be entitled to a refund of the price paid for the DSUs, if any, returned to the Company pursuant to this Section 9.
 
A- 2

10.         Death of Participant.  Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate.  Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.  This Section 10 is subject in its entirety to Section 6 above.
 
11.         Withholding of Taxes.  Notwithstanding any contrary provision of this Agreement, no certificate representing the shares of Common Stock issuable pursuant to the DSUs will be issued to Participant, unless and until satisfactory arrangements (as determined by the Committee) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such shares.  The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation):  (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Common Stock having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Common Stock having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Common Stock otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.  To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of shares of Common Stock otherwise deliverable to Participant.  If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable shares are scheduled to vest pursuant to Section 4 or Section 5, Participant will permanently forfeit such Common Stock and the Common Stock will be returned to the Company at no cost to the Company.
 
12.         NO GUARANTEE OF CONTINUED SERVICE. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE SHARES OF DEFERRED AND RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED OR RETAINED, BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING COMMON STOCK HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
 
A- 3

13.          Address for Notices.  Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at RiceBran Technologies, 1330 Lake Robbins Drive, Suite 250, The Woodlands, Texas 77380 or at such other address as the Company may hereafter designate in writing.
 
14.         Grant is Not Transferable.  The unissued shares subject to this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unissued shares subject to this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.
 
15.         Binding Agreement.  Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
 
16.          Additional Conditions to Issuance of DSUs.  The Company will not be required to issue any certificate or certificates for shares hereunder or release such shares prior to fulfillment of all the following conditions:  (a) the admission of Common Stock to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee will, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee will, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the Date of Grant as the Committee may establish from time to time for reasons of administrative convenience.
 
17.         Committee Authority.  The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any DSUs have vested or the underlying shares of Common Stock are issuable).  All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Participant, the Company and all other interested persons.  No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.
 
18.         Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to the shares awarded under the Plan or future grants that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means.  Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
 
A- 4

19.         Captions.  Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
 
20.         Compliance with Law.  The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.
 
21.         Compliance with or Exemption From Section 409A of the Code.  To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code.  This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Participant).
 
22.         Interpretation.  Any reference in this Notice to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
 
23.          Amendments.  This Agreement may be amended at any time or from time to time by written agreement of the parties (any subsequent written notice of grant need only be duly signed by the Company); provided, however, that any proposed amendment will only be effective if it complies with the following requirements:
 
(a)          No amendment of this Agreement may permit the acceleration of the time or schedule of any payment of any of the deferred compensation payable pursuant to the terms of this Agreement.
 
(b)          Any amendment that proposes to delay the time or form of the payment of any deferred compensation payable pursuant to the terms of this Agreement shall be subject to the following restrictions:
 
(i)         Any election to amend the terms of this Agreement to defer the time or form of payment of deferred compensation hereunder shall not take effect for 12 months after the date on which the election to amend the time of form of payment is made; and
 
(ii)       Any election to amend the terms of this Agreement to defer the payment of deferred compensation payable hereunder shall require that the first payment of any deferred compensation payable hereunder be deferred for a period of not less than five years from the date such payment would have been made, but for the amendment of the Agreement to defer the payment date.
 
A- 5

24.         Severability.  In the event that one or more of the provisions of this Notice shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
 
25.         Governing Law. This Notice shall be governed by and construed with the internal substantive laws of the State of Texas, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.
 
26.         Successors and Assigns.  Without limiting Section 4, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of the Company.
 
27.         Acknowledgement. The Participant acknowledges that the Participant (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Notice and the Plan, (c) understands the terms and conditions of this Notice and the Plan, and (d) agrees to such terms and conditions.
 

A- 6