Employment Agreement (2003)Full Document 

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                                                     PRIVILEGED AND CONFIDENTIAL

                              EMPLOYMENT AGREEMENT

                  AGREEMENT, made May 30, 2003 by and between Seminis Merger
Corp., a Delaware corporation ("Seminis Merger Corp.") and Gaspar Alvarez (the
"Executive").

                                    RECITALS

         WHEREAS Seminis, Inc. (the "Company") intends to enter into an
Agreement and Plan of Merger dated on May 30, 2003 by and among the Company,
Seminis Acquisition LLC and Seminis Merger Corp. (the "Merger Agreement")
pursuant to which, at the Effective Time (as defined in the Merger Agreement),
the Company will be the surviving corporation in the Merger (as defined in the
Merger Agreement); and

         WHEREAS in order to induce Executive to serve the Company in the
position set forth on Schedule 1.2 hereto following such Merger, Seminis Merger
Corp. desires to provide Executive with compensation and other benefits on the
terms and conditions set forth in this Agreement; and

         WHEREAS, Executive is willing to accept such employment and perform
services for the Company on the terms and conditions hereinafter set forth:

         NOW, THEREFORE, it is hereby agreed by and between the parties as
follows:

         1.       Employment.

         1.1      With the exception of Section 3.5(f) and the second sentence
of Section 16 of this Agreement, which shall become effective as of the date
hereof, this Agreement shall become effective as of the Closing Date (as defined
in the Merger Agreement) (the "Effective Date") and, except as otherwise
expressly provided herein, shall be of no force or effect prior to such

date, or in the event the Merger Agreement is terminated prior to the
consummation of the Merger.

         1.2      Subject to the terms and conditions of this Agreement, Seminis
Merger Corp. agrees to employ Executive during the Term (as defined below) in
the position set forth on Schedule 1.2 hereto, and shall have powers,
responsibilities and authorities substantially similar to the powers,
responsibilities and authority that are customary of such position at
corporations of the size, type and nature of the Company, as it exists from time
to time.

         1.3      Subject to the terms and conditions of this Agreement,
Executive hereby accepts employment with the Company in the position set forth
on Schedule 1.2 hereto, commencing on the Effective Date.

         1.4      Executive shall perform his duties under this Agreement with
reasonable diligence and faithfulness, and shall devote his full business time
(excluding any periods of vacation or sick leave) and attention to such duties.
Nothing in this Agreement shall preclude Executive from engaging in charitable
and community affairs, from managing any passive investment made by him in
publicly traded equity securities or other property or from continuing to serve
as a member of the board of directors or as a trustee of any other corporation,
association or entity with respect to which Executive serves as a director or
trustee as of the date of this Agreement, or, with the prior written consent of
the Committee (as defined in Section 3.2 hereof), such consent not to be
unreasonably withheld, serving as a member of a board of directors or as a
trustee of any other corporation, association or entity, provided, that these
activities do not interfere with the performance of Executive's duties and
responsibilities hereunder or violate the provisions of Section 12 of this
Agreement.

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         1.5      The Executive agrees to serve, without additional
compensation, as an officer and director for each of the Company's 20% or more
owned subsidiaries, partnerships, joint ventures, and limited liability
companies (collectively, such entities, the "Affiliated Group"), provided, that
such service does not materially interfere with the Executive's performance of
the duties and responsibilities of his position with the Company.

         1.6      Executive's principal location of employment shall be at the
location set forth on Schedule 1.6 hereto, provided, that Executive may be
required under reasonable business circumstances to travel outside of such
location in connection with performing his duties under this Agreement.


         2.       Term of Employment. Executive's term of employment under this
Agreement shall commence on the Effective Date and, subject to the terms hereof,
shall terminate on the earlier of (i) the third anniversary of the Effective
Date (the "Termination Date") or (ii) the termination of Executive's employment
pursuant to this Agreement (the period from the Effective Date until the
termination of Executive's employment under this Agreement shall be the "Term").
This Agreement shall be renewed automatically for succeeding terms of one (1)
year following the Termination Date (in which case both the Termination Date and
the Term shall be extended one year on each renewal), unless either party gives
written notice to the other at least 120 days prior to the applicable
Termination Date of its intention not to renew.

         3.       Compensation and Equity Awards.

         3.1      Salary. The Company shall pay Executive the initial annual
base salary set forth on Schedule 3.1 hereto. The Base Salary shall be reviewed
by the Company no less frequently than annually in a manner consistent with
similarly situated executives of the Company and may be increased but not
decreased. For all purposes under this Agreement, the term "Base Salary"


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shall refer to Base Salary as in effect from time to time. Base Salary shall be
payable in accordance with the ordinary payroll practices of the Company.

         3.2      Annual Bonus. During the Term, Executive shall be eligible to
receive an annual bonus (the "Bonus") with a target Bonus set at 55% of Base
Salary (the "Target Bonus") and a maximum Bonus of 68.75% of Base Salary. Such
Bonus shall be based upon the satisfaction of performance objectives and shall
be determined on a weighted basis comprised of the following criteria:

         (i)      Targets (as defined in the Stockholders' Agreement, of even
                  date herewith, by and among Seminis Merger Corp. and the
                  Persons listed on the signature pages thereto (the
                  "Stockholders' Agreement")) - 40% (the "Target Component");

         (ii)     Executive performance goals established annually by the
                  Compensation Committee (the "Committee") of the Board of
                  Directors of the Company (the "Board") - 20% (the "Individual
                  Component");

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