Attached files
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| EX-99.3 - LANDEC CORP \CA\ | v163065_ex99-3.htm |
| EX-99.4 - LANDEC CORP \CA\ | v163065_ex99-4.htm |
| EX-99.5 - LANDEC CORP \CA\ | v163065_ex99-5.htm |
| 8-K - LANDEC CORP \CA\ | v163065_8k.htm |
| EX-99.1 - LANDEC CORP \CA\ | v163065_ex99-1.htm |
Exhibit
99.2
LANDEC
CORPORATION
2009 STOCK INCENTIVE
PLAN
STOCK GRANT
AGREEMENT
This Stock Grant Agreement (the
“Agreement”) is made and entered into as of ___, 200___ by and between Landec
Corporation, a Delaware corporation (the “Company”), and ___ pursuant to the
Landec Corporation 2009 Stock Incentive Plan (the “Plan”). To the extent any
capitalized terms used in this Agreement are not defined, they shall have the
meaning ascribed to them in the Plan, which is attached to, and made a part of,
this Agreement. In the event of a conflict between the terms and provisions of
the Plan and the terms and provisions of this Agreement, the Plan terms and
provisions shall prevail.
In
consideration of the mutual agreements herein contained and intending to be
legally bound hereby, the parties agree as follows:
1. Restricted
Shares. Pursuant to the Plan, the Company hereby transfers to you, and
you hereby accept from the Company, a Stock Grant Award consisting of ______
Shares (the “Restricted Shares”), on the terms and conditions set forth herein
and in the Plan.
2. Vesting
of Restricted Shares. So long as your Service continues, the Restricted
Shares shall vest in accordance with the following schedule: 12/36th
of the total number of Restricted Shares shall vest on ___, 200___ (the first
annual anniversary of the vesting commencement date) and 1/36th of the total
number of Restricted Shares shall vest and become exercisable on each monthly
anniversary thereafter.
3. Termination
of Service/Escrow of Restricted Shares. In the event of the termination
of your Service for any reason, all unvested Restricted Shares shall be
immediately forfeited without consideration. For purposes of facilitating the
enforcement of the provisions of this Section 3, you agree, immediately
upon receipt of the certificate(s) for the Restricted Shares, to deliver such
certificate(s), together with an Assignment Separate from Certificate in the
form attached to this Agreement as Exhibit A
executed by you and by your spouse (if applicable), in blank, to the Secretary
of the Company, or the Secretary’s designee, to hold such certificate(s) and
Assignment Separate from Certificate in escrow and to take all such actions and
to effectuate all such transfers and/or releases as are in accordance with the
terms of this Agreement. You hereby acknowledge that the Secretary of the
Company, or the Secretary’s designee, is so appointed as the escrow holder with
the foregoing authorities as a material inducement to make this Agreement and
that said appointment is coupled with an interest and is accordingly
irrevocable. You agree that said escrow holder shall not be liable to any party
hereof (or to any other party). The escrow holder may rely upon any letter,
notice or other document executed by any signature purported to be genuine and
may resign at any time. You agree that if the Secretary of the Company, or the
Secretary’s designee, resigns as escrow holder for any or no reason, the Board
of Directors of the Company shall have the power to appoint a successor to serve
as escrow holder pursuant to the terms of this Agreement. All regular cash
dividends on the Restricted Shares shall be paid directly to you and shall not
be held in escrow. However, any new, substituted or additional securities or
other property which is issued or distributed with respect to the Restricted
Shares shall be immediately delivered to the Secretary of the Company to be held
in escrow hereunder, but only to the extent such shares are at the time subject
to the escrow requirements hereof. The Restricted Shares held in escrow
hereunder shall be released from escrow as soon as practicable following your
request after the shares vest. Notwithstanding the foregoing, any vested shares
remaining in escrow at of your termination of Service shall be released from
escrow within thirty (30) days following such date.
Exhibit
99.2
4. Election
to Recognize Income in the Year of Grant. Under Section 83 of the
Code, the Fair Market Value of the Restricted Shares on the date the Restricted
Shares vest will be taxable as ordinary income at that time. You understand and
acknowledge that you may elect to be taxed at the time the Restricted Shares are
acquired in an amount equal to the Fair Market Value of the Restricted Shares at
that time, rather than the date the Restricted Shares vest, by filing an
election under Section 83(b) of the Code with the Internal Revenue Service
within thirty (30) days after the date of this Agreement. The form for
making this election is attached as Exhibit B hereto. YOU
ACKNOWLEDGE AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S
RESPONSIBILITY, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU
REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR
BEHALF.
5. Withholding
Taxes. You agree to make arrangements satisfactory to the Company for the
satisfaction of any applicable withholding tax obligations that arise in
connection with the Restricted Shares. The Company shall not be required to
release the Restricted Shares from escrow unless and until such obligations are
satisfied.
6. Tax
Advice. You represent, warrant and acknowledge that the Company has made
no warranties or representations to you with respect to the income tax
consequences of the transactions contemplated by this Agreement, and you are in
no manner relying on the Company or the Company’s representatives for an
assessment of such tax consequences. YOU UNDERSTAND THAT THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR
REGARDING ANY STOCK GRANT AWARD. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO
BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER
PENALTIES.
7. Non-Transferability
of Restricted Shares. Except as permitted by applicable law, Restricted
Shares which have not vested pursuant to Section 2 above shall not be
anticipated, assigned, attached, garnished, optioned, transferred or made
subject to any creditor’s process, whether voluntarily or involuntarily or by
the operation of law. However, this Section 7 shall not preclude you from
designating a beneficiary who will receive any vested Restricted Shares in the
event of the your death, nor shall it preclude a transfer of vested Restricted
Shares by will or by the laws of descent and distribution.
8. No
Employment Rights. You understand, acknowledge and agree that nothing in
this Agreement shall affect in any manner whatsoever the status of your Service
or the right or power of the Company (or any Parent, Subsidiary, or Affiliate)
to terminate your employment or consulting relationship with the Company (or any
Parent, Subsidiary, or Affiliate) at any time, for any such reason, with or
without cause, in accordance with applicable law.
9. Voting
and Other Rights. Subject to the terms of this Agreement, you shall have
all the rights and privileges of a shareholder of the Company while the
Restricted Shares are held in escrow, including the right to vote and to receive
dividends (if any).
10. Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware without regard to the conflict of laws
principles thereof.
11. Notices.
All notices, communications and documents under this Agreement shall be in
writing. All notices, communications, and documents directed to the Company and
related to the Agreement, if not delivered by hand, shall be mailed to the
Company’s principal executive office, Attention: Stock Administration. The
current address of the Company’s principal executive office is:
Exhibit
99.2
Landec
Corporation
3603
Haven Avenue
Menlo
Park, CA 94025
All
notices, communications, and documents intended for you and related to this
Agreement, if not delivered by hand, shall be mailed to your address shown on
the last page of this Agreement or such other address as you may specify by
notice complying with this section. Notices, communications, and documents not
delivered by hand shall be mailed by registered or certified mail, return
receipt requested, postage prepaid. All mailings and deliveries related to this
Agreement shall be deemed received only when actually received.
12. Binding
Effect. Subject to the limitations set forth in this Agreement, this
Agreement shall be binding upon, and inure to the benefit of, the executors,
administrators, heirs, legal representatives, successors, and assigns of the
parties hereto.
13. Counterparts.
This Agreement may be signed in counterparts with the same effect as if the
signature to each such counterpart were upon a single instrument, and all
counterparts shall be deemed an original of this Agreement.
14. Severability.
If any provision of this Agreement is held to be unenforceable for any reason,
it shall be adjusted rather than voided, if possible, in order to achieve the
intent of the parties to the extent possible. In any event, all other provisions
of this Agreement shall be deemed valid and enforceable to the full extent
possible.
* * *
*
(Signature Page
Follows)
Exhibit
99.2
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on this ___ day of ___, 200_.
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LANDEC
CORPORATION
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By:
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(Signature)
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Name:
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Title:
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RECIPIENT:
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By:
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(Signature)
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Address:
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Telephone
Number:
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Email Address:
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I, ___,
spouse of ___, have read and hereby approve the foregoing Agreement. In
consideration of the Company’s granting my spouse the right to the Restricted
Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by
the Agreement and further agree that any community property or other such
interest that I may have in the Restricted Shares shall hereby be similarly
bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with
respect to any amendment or exercise of any rights under the
Agreement.
Spouse of
Recipient
Exhibit
99.2
LANDEC
CORPORATION
2009
STOCK INCENTIVE PLAN
EXHIBIT A
ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR
VALUE RECEIVED and pursuant to that certain Stock Grant Agreement between the
undersigned (“Purchaser”) and
Landec Corporation, a Delaware corporation (the “Company”), dated ___,
200___ (the “Agreement”),
Purchaser hereby sells, assigns and transfers unto the Company _____ (___)
shares of the Common Stock of the Company, standing in Purchaser’s name on the
books of the Company and represented by Certificate No. ___, and hereby
irrevocably constitutes and appoints _____ to transfer said stock on the books
of the Company with full power of substitution in the premises. THIS ASSIGNMENT
MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT.
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Dated:
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(Print
Name)
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(Signature)
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Spouse
of Purchaser (if
applicable)
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Instruction:
Please do not fill in any blanks other than the signature line.
Exhibit
99.2
LANDEC
CORPORATION
2009
STOCK INCENTIVE PLAN
EXHIBIT B
ELECTION
UNDER SECTION 83(B)
OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED
The
undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal
Revenue Code or 1986, as amended, to include in taxpayer’s gross income for the
current taxable year, the amount of any compensation taxable to taxpayer in
connection with taxpayer’s receipt of the property described below:
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1.
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The
name, address, taxpayer identification number and taxable year of the
undersigned are as follows:
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NAME
OF TAXPAYER:
___________________________________________________
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NAME
OF SPOUSE:
______________________________________________________
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ADDRESS:
______________________________________________________________
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________________________________________________________________________
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IDENTIFICATION
NO. OF TAXPAYER: _____________________________________
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IDENTIFICATION
NO. OF SPOUSE: ________________________________________
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TAXABLE
YEAR:
________________________________________________________
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2.
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The
property with respect to which the election is made is described as
follows:
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______
shares of the Common Stock of Landec Corporation, a Delaware
corporation.
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3.
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The
date on which the property was transferred is:
____________.
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4.
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The
property is subject to the following restrictions: [describe
restrictions]
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Forfeiture
upon termination of taxpayer’s employment or consulting
relationship.
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5.
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The
fair market value at the time of transfer, determined without regard to
any restriction other than a restriction which by its terms will never
lapse, of such property is: $______.
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6.
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The
amount (if any) paid for such property:
$______.
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Exhibit
99.2
The undersigned has submitted a copy of
this statement to the person for whom the services were performed in connection
with the undersigned’s receipt of the above-described property. The transferee
of such property is the person performing the services in connection with the
transfer of said property.
The undersigned understands
that the foregoing election may not be revoked except with the consent of the
Commissioner.
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Dated:
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(Print
Name)
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(Signature)
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Spouse
of Taxpayer (if
applicable)
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