EMPLOYMENT AGREEMENT
AGREEMENT made this the 20th day of May 1996 between
ARIZONA PROCESSING, INC., for itself and its affiliated entities, successors and
assigns (collectively "EMPLOYER"), and EARL E. DYKES ("EMPLOYEE"). 1. Job
Description. In exchange for the considerations and covenants set forth below,
EMPLOYER employs EMPLOYEE as General Manager of Arizona Processing, Inc. (API)
and Executive Vice President of Sure Grow Seed, Inc. (SGS), Ellis Brothers Seed,
Inc. (EBS) and Mississippi Seed, Inc. (MSI). EMPLOYEE shall direct the
day-to-day operations of API, assist, as requested, the Chief Operating Officer
of SGS, EBS and MSI in the performance of his job duties, participate in
strategy planning for all of the above named entitles, and/or perform other
assigned responsibilities consistent with those of other executives in similar
positions with other D&PL operating companies.. 2. Term. The term of this
Employment Agreement shall commence on date of closing of the Transaction
contemplated by an Agreement between SURE GROW SEED, INC., and related parties,
and DELTA AND PINE LAND COMPANY ("D&PL"), and related parties, dated May 20,
1996, and shall end on September 1, 2001, subject to extension by mutual
agreement. 3. Compensation. (a) Salary: EMPLOYEE shall receive an initial base
salary of $140,000.00 per year, payable semi-monthly, subject to periodic
reviews and adjustments. At no time shall the annual salary of the EMPLOYEE be
reduced below the salary in effect at the time of such review unless all
executives in similar positions in D&PL Companies are subject to company-wide
pro rata cuts. (b) Bonus Program: Upon commencement of this Employment
Agreement, EMPLOYEE shall be eligible for immediate participation in the merit
bonus program applicable to other employees of D&PL and its affiliates with
similar job responsibilities. In the event of the termination of EMPLOYEE'S
employment other than for Cause (as defined in Section 8 below), all accrued but
unpaid compensation (including bonus and vacation time), if any, shall be paid
to the EMPLOYEE immediately upon such termination. (c) Additional Benefits:
EMPLOYEE shall also receive additional employment benefits as follows: (1)
Automobile: EMPLOYEE will be furnished with a company-provided automobile and be
reimbursed on a current basis for all expenses incurred for normal operation in
accordance with EMPLOYER'S policies relating to company-provided automobiles.
(2) Expenses: EMPLOYEE shall receive full reimbursement for all expenses,
including reasonable travel expenses (including transportation, room, and
meals), incurred in the performance of his duties in accordance with EMPLOYER'S
personnel policies. (3) Health Insurance: EMPLOYEE will be eligible to
participate in the D&PL'S executive health and disability insurance plan under
either single or family coverage plans at EMPLOYEE'S election. (4) Stock
Options: Upon commencement of this Employment Agreement, EMPLOYEE shall be
immediately eligible for discretionary employee stock options as may be granted
by D&PL'S Board of Directors from time to time. (5) Other Benefits: Upon
commencement of this Employment Agreement, EMPLOYEE shall be immediately
eligible for and provided with office space and facilities, paid vacations, sick
leave, holidays and other benefits provided to employees of equivalent positions
within D&PL. 4. Best Efforts. During the term of this Employment Agreement,
EMPLOYEE will work exclusively for EMPLOYER and will devote his best efforts to
accomplishment of his job responsibilities. 5. Ownership of Breeding Materials
and Varieties. In consideration for his employment by EMPLOYER, EMPLOYEE hereby
conveys to EMPLOYER any cotton germplasm and other cotton breeding materials in
his possession or control not presently owned by EMPLOYER and all records
relating thereto and transfers to EMPLOYER all rights he has to such cotton
germplasm and materials. EMPLOYEE agrees that all cotton strains, lines,
varieties and other inventions, discoveries or works developed through
EMPLOYEE'S efforts during his employment by EMPLOYER and all records related
thereto shall be and become the sole property of EMPLOYER. EMPLOYEE shall assist
EMPLOYER, at EMPLOYER'S expense, in obtaining, defending and enforcing any
cotton Certificates of Plant Variety Protection, patents, copyrights and other
protection of rights therein. 6. Confidentiality. Without the written consent of
EMPLOYER, EMPLOYEE will not at any time during or after employment by EMPLOYER
divulge to any person, firm or corporation any information concerning the
business of EMPLOYER or its affiliated entities. This covenant shall not apply
to any information: (a) which at the time of disclosure is or thereafter
becomes, through no action by EMPLOYEE, available to the public generally; (b)
which is communicated to the EMPLOYEE by any third party under no obligation of
confidentiality to EMPLOYER or its affiliated parties; (c) which has been or
which may be hereafter independently developed by EMPLOYEE without utilizing
information received from EMPLOYER or its affiliated parties; or (d) which
EMPLOYER authorizes to be released to the public. 7. Covenant against
Competition. Until the later of September 1, 2001, or two (2) years after the
expiration or other termination of this Employment Agreement and any renewal or
extension(s) thereof, EMPLOYEE shall not engage in any cotton industry
management functions or any cotton industry agricultural research for himself or
on behalf of any person, firm, partnership or corporation which breeds or sells
cotton seed (other than D&PL and its affiliated entities) nor engage in selling
or promoting cotton seed for the benefit of himself or any person, firm,
partnership or corporation (other than D&PL and its affiliated entities). In the
event that EMPLOYEE'S employment (a) is terminated by mutual written agreement
either prior to or after September 1, 2000, whereby this covenant against
competition is expressly released, or (b) is terminated by EMPLOYER, on or after
September 1, 2000, unless such termination on or after September 1, 2000, is (i)
for Cause (ad defined in Section 8), (ii) is occasioned by EMPLOYEE'S disability
(as defined in Section 8), or (iii) occurs upon the expiration of the term of
this Agreement or any mutually agreed upon extension thereof, this covenant
against competition will terminate concurrently with such employment
termination. 8. Termination. EMPLOYEE'S employment may be terminated by mutual
written agreement. EMPLOYEE'S employment with EMPLOYER may be terminated by
EMPLOYER without EMPLOYEE'S agreement only (a) for Cause or (b) upon EMPLOYEE'S
death or a disability which prevents EMPLOYEE from performing his job duties for
a period of six (6) months or more or (c) upon expiration of the term of this
Agreement or any mutually agreed upon extension thereof. Except as expressly
provided in Section 7, all covenants in this Agreement shall survive the
expiration or termination of this Agreement. Cause shall be defined as and
limited to fraud, embezzlement, conduct constituting a material breach of this
Agreement (provided EMPLOYER has given EMPLOYEE written notice of such breach
and 30 days following receipt of such notice to cure such breach) or violation
of EMPLOYER'S written policies and reasonable written instructions and
directives (provided EMPLOYER has given EMPLOYEE written notice of such
violation and 30 days following receipt of such notice to cure such breach) or
indictment for a felony under the laws of the United States or any state. 9.
Modification and Enforcement of Agreement. There will be no waiver or
modification of this Agreement nor any individual portion of this Agreement
except by mutual written amendment specifically for that purpose, signed by the
EMPLOYEE and by an authorized officer of EMPLOYER. In addition to other
remedies, this Agreement shall be specifically enforceable. This Agreement shall
be governed by the laws of the State of Alabama. 10. Benefit. This Agreement
shall bind all parties, their respective heirs, executors, administrators,
successors and assigns, but nothing contained herein shall be construed as an
authorization or right of any party to assign its rights or obligations
hereunder. 11. Waiver of Breach or Violation not Deemed Continuing. The waiver
by either party of a breach or violation of any provision of this Agreement
shall not operate as or be construed to be a waiver of any subsequent breach
thereof. 12. Notices. Any and all notices required or permitted to be given
under this Agreement will be sufficient if furnished in writing and personally
delivered or sent by facsimile transmission or certified or registered mail,
postage prepaid, return receipt requested, to EMPLOYEE'S last known residence in
the case of the EMPLOYEE or to its principal office in the case of the EMPLOYER.
13. Authority. The provisions of this Agreement have been authorized by all
required corporate action. 14. Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be an original, but all of which
shall be deemed to be one and the same instrument, regardless of whether any one
or more of the parties hereto signed the same counterpart. WITNESS our
signatures, effective on the date set forth above. /s/ Earl E. Dykes /s/ W. A.
Ellis, Jr.