AMENDED AND RESTATED
EMPLOYEE BENEFITS AGREEMENT
THIS AMENDED AND RESTATED EMPLOYEE BENEFITS
AGREEMENT (this "Agreement") is entered into by and between Epitope, Inc., an Oregon corporation
("Epitope"), and Agritope, Inc., a Delaware corporation ("Agritope"), as of December 19, 1997.
A. The board of directors of Epitope has determined that it is in the best interests of Epitope and its shareholders
to separate the businesses of Epitope and Agritope.
B. In furtherance of the plan to separate the businesses, Epitope and Agritope have entered into that certain
Separation Agreement dated December 1, 1997 (the "Separation Agreement"), pursuant to which Epitope will
make a dividend distribution to its shareholders (the "Distribution") of all the issued and outstanding shares of
Agritope common stock, par value $.01 per share, including certain preferred stock purchase rights attached
thereto, held by Epitope, on the terms and conditions contained therein.
C. In connection with the Distribution, Epitope and Agritope desire to provide for the allocation between them of
assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans and
programs following the Distribution.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained
herein, Epitope and Agritope agree as follows:
Capitalized terms shall have the meanings given below or elsewhere in this Agreement, or as set forth in the
401(k) Retirement Plan: A defined contribution plan maintained pursuant to Section 401(k) or 401(a) of the
Code for Employees and their beneficiaries. The following are specific 401(k) Retirement Plans:
(i) Agritope 401(k) Plan: The Agritope, Inc. 401(k) Profit Sharing Plan to be adopted by Agritope prior to the
Distribution Date pursuant to Section (a) of this Agreement.
(ii) Epitope 401(k) Plan: The Epitope, Inc. 401(k) Profit Sharing Plan, in effect as of the date her