Exhibit 10.1
January 3, 2023
Thomas Schaefer
[Address]
Dear Thomas:
This letter sets forth the terms of your employment as Chief Financial Officer of Arcadia Biosciences, Inc. (the “Company”), as of January 3, 2023 (the “Effective Date”). The terms set forth below shall be effective as of the Effective Date.
Reporting and Base Salary. You will report to the President and Chief Executive Officer, Stanley Jacot. Beginning on the Effective Date, your annual base salary rate shall be $260,000. You will be based in your home office, but you will be expected to travel to the Company’s corporate offices in Davis, California and Dallas, Texas from time to time as requested by the Company’s President and Chief Executive Officer.
Bonus Compensation. In addition to your base salary, you will be eligible for an annual incentive cash award, as determined by the Company. Your annual incentive cash bonus shall not be guaranteed but shall have a target equal to 40% of your base salary as of the Effective Date. The amount of bonus that you will be eligible to receive will be based on the satisfaction of corporate financial goals and individual goals applicable to the offices held by you. The target bonus and its components, the Company performance objectives, and your individual objectives shall be determined each year by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
Equity Awards. You will be granted stock options to purchase 50,000 shares of Arcadia’s common stock (“Stock Options”) under the 2015 Omnibus Equity Incentive Plan. The Stock Options will be granted on the Effective Date (“Grant Date”), with an exercise price per share equal to the closing price of Arcadia’s common stock on the Grant Date. The Stock Options have a term of ten years and vest over four years, with 25% of the shares subject to the Stock Options vesting on the first anniversary of the Grant Date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates.
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
The Company may grant additional equity awards to you from time to time, which will be subject to the terms of the applicable equity compensation plan or arrangement in effect at the time of grant. The Compensation Committee will determine in its discretion whether you will be granted any such equity awards and the terms and conditions of any such awards in accordance with the terms of any applicable equity plan. You should be aware that you may incur federal and state income taxes as a result of your receipt or the vesting of any equity compensation awards and it shall be your responsibility to pay any such applicable taxes.
Severance and Change In Control Agreement. You will have the benefits set forth in a Severance and Change In Control Agreement between you and the Company to be executed on the date of this letter and to be effective as of the Effective Date, a copy of which is attached hereto (“Severance Agreement”).
Clawback/Recoupment. Notwithstanding any other provision in this letter to the contrary, any compensation paid to you pursuant to this letter or any other agreement or arrangement with the Company shall be subject to mandatory repayment by you to the Company to the extent any such compensation paid to you is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to you that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.
Other Benefits. You will be eligible for all Company adopted benefits, under the terms and conditions of such benefit plans.
Your employment is “at-will,” which means that either you or the Company may terminate the employment relationship at any time for any reason or for no reason. This at-will relationship may not be modified by any oral or implied agreement.
This letter, the Severance Agreement, the Employee Confidentiality and Intellectual Property Rights Agreement, dated as of July 27, 2020, between you and the Company, and any policies that the Company may adopt from time to time constitute the entire agreement relating to the terms of your employment with the Company. Please sign, date and return this letter to the Company to acknowledge the terms hereof.
If you should have any questions, please feel free to call me.
Sincerely,
/s/ STANLEY JACOT
Stanley Jacot
President & CEO
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
ACCEPTED AND ACKNOWLEDED BY:
/s/ THOMAS SCHAEFER
Thomas Schaefer
January 3, 2023
Date
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
January 3, 2023
SEVERANCE AND CHANGE IN CONTROL AGREEMENT
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Thomas Schaefer (“Executive”) and Arcadia Biosciences, Inc. (the “Company”), effective as of January 3, 2023 (the “Effective Date”).
RECITALS
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
The covenant contained in this Section 4(b) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 4(b). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 4(b) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions. For the avoidance of doubt, an initial public offering of the common stock of the Company shall not constitute a Change in Control for purposes of this Agreement.
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes “Good Reason” specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured.
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
[Signature Page Follows]
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, on the day and year set forth below.
COMPANY ARCADIA BIOSCIENCES, INC.
By: /s/ STANLEY JACOT
Name: Stanley Jacot
Title: President and Chief Executive Officer
Date: January 3, 2023
EXECUTIVE THOMAS SCHAEFER
By: /s/ THOMAS SCHAEFER
Date: January 3, 2023
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com