RKDA Arcadia Biosciences Inc

On October 1, 2019, the Company and Mr. Plavan entered into an employment terms letter (the “Plavan Employment Letter”) that establishes his base salary as of the Effective Date as $370,000 per annum and his 2019 target bonus opportunity as 50% of his base salary for the portion of 2019 he served as the Company’s chief financial officer and 55% of his base salary for the portion of 2019 that he serves as the Company’s chief executive officer. As set forth in the Plavan Employment Letter, and consistent with the Company’s other named executive officers, Mr. Plavan’s employment is “at-will.”  Mr. Plavan has entered into a severance and change in control agreement with the Company (the “Plavan CIC Agreement”), which by its terms will expire on the third anniversary of the Effective Date.  Pursuant to the Plavan CIC Agreement, if the Company terminates Mr. Plavan’s employment for a reason other than cause or Mr. Plavan’s death or disability at any time other than during the twelve-month period immediately following a change of control, then Mr. Plavan will receive the following severance benefits from the Company:  (i) severance in the form of base salary continuation for a period of six months; (ii) reimbursement for premiums paid for coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for the executive and the executive’s eligible dependents for up to six months; and (iii) a pro-rated portion of the annual cash bonus he would have been entitled to receive for the year of termination if he had remained employed by the Company through the end of such year.

If during the twelve-month period immediately following a change of control, (x) the Company terminates Mr. Plavan’s employment for a reason other than cause or Mr. Plavan’s death or disability, or (y) Mr. Plavan resigns from employment for good reason, then, in lieu of the above described severance benefits, Mr. Plavan shall receive the following severance benefits from the Company:  (i) severance in the form of base salary continuation for a period of twelve months; (ii) reimbursement for premiums paid for coverage pursuant to COBRA, for Mr. Plavan and his eligible dependents for up to twelve months; (iii) a pro-rated portion of the annual cash bonus he would have been entitled to receive for the year of termination if he had remained employed by the Company through the end of such year; and (iv) vesting shall accelerate as to 100% of all of Mr. Plavan’s outstanding equity awards.

Mr. Plavan’s receipt of severance payments or benefits pursuant to the Plavan CIC Agreement is subject to his signing a release of claims in the Company’s favor and complying with certain restrictive covenants set forth in that agreement.  The Plavan CIC Agreement contains a “better after-tax” provision, which provides that if any of the payments to Mr. Plavan constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to Mr. Plavan, whichever results in him receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code, in each case based upon the highest marginal rate for the applicable tax.

On October 1, 2019, the Company and Ms. Haley entered into an employment terms letter (the “Haley Employment Letter”, and together with the Plavan Employment Letter, the “Employment Letters”) that establishes her base salary as of the Effective Date as $240,000 per annum and her 2019 target bonus opportunity as 25% of her base salary for the portion of 2019 she served as the Company’s controller and 35% of her base salary for the portion of 2019 that she serves as the Company’s chief financial officer. As set forth in the Employment Letter, and consistent with the Company’s other named executive officers, Ms. Haley’s employment is “at-will.”  Ms. Haley has entered into a severance and change in control agreement with the Company (the “Haley CIC Agreement”, and together with the Plavan CIC Agreement, the “CIC Agreements”), which by its terms will expire on the third anniversary of the Effective Date.  Pursuant to the Haley CIC Agreement, if the Company terminates Ms. Haley’s employment for a reason other than cause or Ms. Haley’s death or disability at any time other than during the twelve-month period immediately following a change of control, then Ms. Haley will receive the following severance benefits from the Company:  (i) severance in the form of base salary continuation for a period of six months; (ii) reimbursement for premiums paid for coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for the executive and the executive’s eligible dependents for up to six months; and (iii) a pro-rated portion of the annual cash bonus she would have been entitled to receive for the year of termination if she had remained employed by the Company through the end of such year.

If during the twelve-month period immediately following a change of control, (x) the Company terminates Ms. Haley’s employment for a reason other than cause or Ms. Haley’s death or disability, or (y) Ms. Haley resigns from employment for good reason, then, in lieu of the above described severance benefits, Ms. Haley shall receive the following severance benefits from the Company:  (i) severance in the form of base salary continuation for a period of twelve months; (ii) reimbursement for premiums paid for coverage pursuant to COBRA, for Ms. Haley and her eligible dependents for up to twelve months; (iii) a pro-rated portion of the annual cash bonus she would have been entitled to receive for the year of termination if she had remained employed by the Company through the end of such year; and (iv) vesting shall accelerate as to 100% of all of Ms. Haley’s outstanding equity awards.

Ms. Haley’s receipt of severance payments or benefits pursuant to the Haley CIC Agreement is subject to her signing a release of claims in the Company’s favor and complying with certain restrictive covenants set forth in that agreement.  The Haley CIC Agreement contains a “better after-tax” provision, which provides that if any of the payments to Ms. Haley constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to Ms. Haley, whichever results in her receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code, in each case based upon the highest marginal rate for the applicable tax.

The foregoing descriptions of the Employment Letters and CIC Agreements are a summary and are qualified in their entirety by reference to the Employment Letters and appended forms of CIC Agreements, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein.