Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Grant of Stock Options to Officers

On April 25, 2012, each of NutraCea's three executive officers agreed that a portion of each officer's salary for 2012 be paid in stock options in lieu of cash. Each officer will receive a stock option to purchase shares of NutraCea common stock with a per share exercise price equal to $0.12 and with a ten (10) year term. The number of shares underlying the option to each officer will equal the cash compensation that each officer would otherwise have been entitled, divided by the Black-Scholes value of an option at the time of the grant. The options will be granted pursuant to NutraCea's 2010 Equity Incentive Plan (the "Plan"). Twenty five percent (25%) of each option will vest and become exercisable upon the grant to the officers. The remaining unvested portion of the option shall vest and become exercisable in seventeen (17) equal installments on the 15th day and last day of each month, commencing on April 30, 2012 and ending on December 31, 2012. The officers agreed to the foregoing changes to their compensation to strenghthen NutraCea's cash position.

Click here to read the balance of the 8-K