August 20, 2024
Mark Kawakami
[Address]
Dear Mark:
This letter sets forth the terms of your employment as Chief Financial Officer of Arcadia Biosciences, Inc. (the “Company”), a position you have held since July 5, 2024 (the “Effective Date”). The terms set forth below shall be effective as of the Effective Date.
Title and Base Salary. You will report directly to Thomas Schaefer, Chief Executive Officer. Beginning on the Effective Date, your annual base salary shall be $212,063. The salary shall be subject to an annual review and may be increased at the discretion of the Company’s Board of Directors.
Bonus Compensation. In addition to your base salary, you will be eligible for an annual incentive cash bonus, as determined by the Company. For calendar year 2024, your annual incentive cash bonus shall have a target equal to 30% of your base salary as of the Effective Date, prorated for the portion of 2024 during which you are employed by the Company as the Company’s Chief Financial Officer, and 20% of your base salary immediately before your appointment as the Company’s Chief Financial Officer, prorated for the portion of 2024 during which you were employed as the Company’s vice president of finance. The target bonus and its components, the Company performance goals, and your individual objectives shall be determined and documented each year by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
Equity Awards.
The Company may grant 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.
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
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”).
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 (subject to the terms of the Severance Agreement). This at-will relationship may not be modified by any oral or implied agreement.
Confidentiality Agreement. As a condition to you continuing employment with the Company, you will execute on the date of this letter the Company’s Confidentiality and Invention Assignment Agreement, a copy of which is attached hereto (“Confidentiality Agreement”).
This letter, the Severance Agreement, the Confidentiality Agreement, 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/ THOMAS SCHAEFER
Thomas Schaefer
Chief Executive Officer
ACCEPTED BY:
/s/ MARK KAWAKAMI
Mark Kawakami
August 20, 2024
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
August 20, 2024
SEVERANCE AND CHANGE IN CONTROL AGREEMENT
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Mark Kawakami (“Executive”) and Arcadia Biosciences, Inc. (the “Company”), effective as of July 5, 2024 (the “Effective Date”).
RECITALS
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
(12) month period by Directors 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 purposes of this clause, if any Person (as defined below in Section 6(b)(iv)) is considered to be in effective
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or
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.
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 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.
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com
[Signature Page Follows]
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 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/ THOMAS J. SCHAEFER
Name: Thomas J. Schaefer
Title: Chief Executive Officer
Date: August 20, 2024
EXECUTIVE MARK KAWAKAMI
By: /s/ MARK KAWAKAMI
Name: Mark Kawakami
Title: Chief Financial Officer
Date: August 20, 2024
5950 Sherry Lane Suite 215 Dallas, TX 75225 Tel: 530-756-7077 www.arcadiabio.com