Gardenburger, Inc. ▼

AGREEMENT AND RELEASE OF ALL CLAIMS

THIS Agreement and Release of All claims (the �Agreement�) is made and entered into this 1st day of October, 2003 by and between GARDENBURGER, INC., an Oregon corporation (�Gardenburger�), formerly known as Wholesome and Hearty Foods, Inc., and Lorraine Crawford (�Employee�) in order to provide for an orderly transition of the Employee�s responsibilities in connection with her termination of employment with Gardenburger and completely resolve any and all issues that employee might have in connection with her employment with Gardenburger or  . . .

2004 ANNUAL SENIOR EXECUTIVE BONUS PLAN

The following bonus plan will govern senior executives for the year 2004.

As used herein:

?Bonus Payment Date? means the date on which the Annual Bonus and any Quarterly Progress Payouts are paid as determined by the Compensation Committee. Payments shall be made as soon as practicable after the financial statements for the relevant period are prepared, reviewed or audited by the Company?s independent accountants and approved by the Board of Directors. Except for good cause, Quarterly Progress Payouts shall be made no later than 35 days after the end of the applicable quarter and the Annual Bonus will be paid no later than 65 days after the end of the Fiscal Year.

?EBITDA? means the Company?s earnings before interest, taxes, depreciation and amortization for the applicable Fiscal Year as calculated from the Company?s audited statements of operations, but adjusted for (A) any extraordinary gains or losses or items of a non-recurring nature, and; (B) strategic costs as determined and approved by the Compensation Committee.  In the event of any dispute or disagreement, the Board of Directors shall have the sole discretion to determine EBITDA for purposes of this Agreement.

?Plan? means the Annual Plan approved by the Board of Directors for the applicable Fiscal Year.

(a)           Annual Bonus.

During the first year that  Employment Agreement is in effect, Executive shall be eligible to earn an Annual Performance Bonus (the ?Annual Bonus?) as follows:

Employment on Payout Dates as Prerequisite; No Bonus Earned Until Payment Date.  Executive shall not earn or be entitled to an Annual Bonus, a prorated share of the Annual Bonus, or any portion thereof unless Executive remains employed by the Company in an Executive position through the applicable period and remains employed in an Executive position on the Payment Date.  Should Executive be employed by the Company on the date of a Quarterly Progress Payout but not at the time of the payment of the Annual Bonus, Executive shall have earned and be entitled to payment only of the Quarterly Progress Payout(s) actually received and shall not have earned or be entitled to any additional amounts.

Attainment of Plan as Prerequisite.  No Annual Bonus shall be earned or payable unless earnings as measured by fiscal year-end audited EBITDA are at no less than 90% of Plan for the then-current Fiscal Year.  Eligibility shall be based on the percentage of Plan achieved, as described below.

Annual Bonus as Percentage of Salary Based Upon Achieving Plan.  Upon achieving 90% of Plan, Executive shall be eligible for an Annual Bonus equal to 25% [22.5%; 20%] of Base

FORM OF

AWARD AGREEMENT

under the

Gardenburger, Inc.

2001 Stock Incentive Plan

INCENTIVE STOCK OPTION

Company:

GARDENBURGER, INC.

1411 SW Morrison Street

Suite 400

Portland, Oregon 97205

Participant:

Date:

Company maintains the Gardenburger, Inc. 2001 Stock Incentive Plan (the Plan).  The Plan is administered by the Stock-Based Awards Committee (the Committee) of the Board of Directors of Company (the Board).

This Award Agreement evidences the grant of an Incentive Stock Option (the Option) to Participant under the Plan.

Company and Participant agree as follows:

1.             Defined Terms

When used in this Agreement, the following terms have the meaning specified below:

Cause Cause for termination of employment means:

a.     A material act of fraud or dishonesty by Participant within the course of performing Participants duties for Company or its Affiliates;

b.     Gross negligence or intentional misconduct by Participant in performing material duties for Company or its Affiliates, or unjustifiable neglect by Participant of the performance of material duties for Company or its Affiliates;

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (the Agreement) is made by and between Gardenburger, Inc., an Oregon corporation (the Company) and Scott C. Wallace (Employee).

WHEREAS, the Board of Directors of the Company considers it essential to the best interests of the Company to foster the continued employment of key management personnel including Employee; and

WHEREAS, the parties entered into an employment agreement (the Employment Agreement) on January 15, 2001; and

WHEREAS, the Board of Directors of the Company wishes to insure that Employee is focused on and motivated by the desire to obtain maximum value for the Company in the event of a sale or acquisition;

WHEREAS, the Board recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control exists and that it is in the best interests of the Company to enter into this Agreement to minimize any distraction to Employee in the performance of his duties to the Company in the face of a potential Change in Control; and

WHEREAS, the Board has determined that any benefits payable to Employee in connection with a Change in Control should be conditioned on Employees agreement (as specified in this Agreement) to provide services to the Company and its successor in the period immediately following a Change in Control transaction, to be available to provide consulting services to the Companys successor, and to refrain from competing with the Company or its successor during the period specified in this agreement following the Change in Control;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Company and Employee hereby agree as follows:

1.             Effect on Employment Agreement.  The Employment Agreement remains in full force and effect except (a) as expressly provided in a Supplement to Employment Agreement in the form attached to this Agreement as Appendix 1, and (b) to the extent expressly or necessarily modified by provisions of this Agreement.

2.             Term.  This Agreement shall commence on the date last signed and shall continue in effect through December 31, 2004; provided, however, that if a Change in Control shall have occurred during the term of this Agreement, this Agreement shall continue in effect for a period of nine (9) months beyond the day in which such Change in Control occurred.  This Agreement shall automatically terminate nine (9) months after a Change in Control unless expressly extended by the Board of Directors.

3.             Limitation of Agreement to Change in Control.  The payments and benefits under this Agreement are intended to compensate Employee for services and refraining from competition during the period following a termination as a result of or in connection with a Change in Control.  If Employee is terminated before a Change in Control and for reasons unrelated to the Change in Control, any payments or benefits will be determined by the Employment Agreement.

4.             Definitions

                4.1  Change in Control.  For the purpose of this Agreement, a Change in Control shall mean:

                (a)           The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) (a Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (i) the then outstanding shares of common stock of the Company (the Outstanding Company Common Stock) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities); provided, however, that the following acquisitions shall not constitute a Change in Control:  (w) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege, other than a conversion privilege in existence as of the date of this agreement), (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Section 4.1 are satisfied; or

                (b)           Individuals who, as of the  date of this Agreement, constitute the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date of this Agreement whose election, or nomination for election by the Companys shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office as a director of the Company occurs as a result of either an actual or a threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

                (c)           Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions, as

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (the �Agreement�) is made by and between Gardenburger, Inc., an Oregon corporation (the �Company�) and Scott C. Wallace (�Employee�).

WHEREAS, the Board of Directors of the Company considers it essential to the best interests of the Company to foster the continued employment of key management personnel including Employee; and

WHEREAS, the parties entered into an employment agreement (the �Employment Agreement�) on January 15, 2001; and

WHEREAS, the Board of Directors of the Company wishes to insure that Employee is  . . .

CHANGE IN CONTROL AGREEMENT

        THIS CHANGE IN CONTROL AGREEMENT, dated October 30, 2001, is made by and between Gardenburger Inc., an Oregon corporation (the "Company") and James W. Linford ("Employee").

        WHEREAS, the Board of Directors of the Company considers it essential to the best interests of the Company to foster the continued employment of key management personnel; and

        WHEREAS, the Board recognizes that, as is the case with many  . . .

CHANGE IN CONTROL AGREEMENT

        THIS CHANGE IN CONTROL AGREEMENT, dated October 30, 2001, is made by and between Gardenburger Inc., an Oregon corporation (the "Company") and Lorraine A. Crawford ("Employee").

        WHEREAS, the Board of Directors of the Company considers it essential to the best interests of the Company to foster the continued employment of key management personnel; and

        WHEREAS, the Board recognizes that, as is the case with  . . .

CAPITALSOURCE INC
_____________

CAPITALSOURCE INC
_____________

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made as of the 7th day of September, 2000, between
CAPITALSOURCE HOLDINGS LLC, a limited liability company formed under the laws of
the State of Delaware (the "Company"), and JASON M. FISH (the "Executive").

                                  INTRODUCTION

         The Company and the Executive desire to enter into an employment
agreement embodying the terms and conditions of the Executive's employment.

         NOW, THEREFORE, the parties agree as follows:

1.       DEFINITIONS. . . .

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of February 26, 2004 by and between GARDENBURGER, INC. an Oregon Corporation (the �Company�) and Robert Dixon (the �Executive�).  In consideration of the mutual covenants and the other terms and conditions set forth in this Agreement, the parties agree as follows:

I.                                          . . .

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of February 26, 2004 by and between GARDENBURGER, INC. an Oregon Corporation (the �Company�) and Lori Luke (the �Executive�).  In consideration of the mutual covenants and the other terms and conditions set forth in this Agreement, the parties agree as follows:

I.                                          . . .

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of February 26, 2004 by and between GARDENBURGER, INC. an Oregon Corporation (the �Company�) and Jim Linford (the �Executive�).  In consideration of the mutual covenants and the other terms and conditions set forth in this Agreement, the parties agree as follows:

I.                                          . . .

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of February 26, 2004 by and between GARDENBURGER, INC. an Oregon Corporation (the �Company�) and Robert Trebing (the �Executive�).  In consideration of the mutual covenants and the other terms and conditions set forth in this Agreement, the parties agree as follows: