Attached files
| file | filename |
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| EX-99.2 - LANDEC CORP \CA\ | v163065_ex99-2.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
99.3
LANDEC
CORPORATION
2009 STOCK INCENTIVE
PLAN
NOTICE OF
STOCK OPTION GRANT
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Optionee:
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You
have been granted an option (the “Option”) to purchase Common Stock of Landec
Corporation (the “Company”), as follows:
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Date
of Grant:
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_______________________ | |||
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Exercise
Price Per Share:
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_______________________ | |||
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Total
Number of Shares Granted:
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_______________________ | |||
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Total
Exercise Price:
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_______________________ | |||
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Type
of Option:
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_______
Incentive Stock Option
_______
Nonstatutory Stock Option
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Term/Expiration
Date:
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_______________________ | |||
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Vesting
Commencement Date:
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_______________________ | |||
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Vesting
Schedule:
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So
long as your Service continues, the Shares underlying this Option shall
vest and become exercisable in accordance with the following schedule:
1/36th of the total number of Shares subject to this Option shall vest and
become exercisable on the one-month anniversary of the Vesting
Commencement Date and on each monthly anniversary
thereafter.
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Termination
Period:
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This
Option may be exercised for six months after termination of your Service
except as set forth in Section 4 of the Stock Option Agreement (but
in no event later than the Expiration Date). Optionee is responsible for
keeping track of the exercise period following a termination of his or her
Service for any reason. The Company will not provide further notice of
such
period.
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Unless otherwise defined in this Notice
of Stock Option Grant, the terms used herein shall have the meanings assigned to
them in the Plan.
By your signature and the signature of
the Company’s representative below, you and the Company agree that this Option
is granted under and governed by the terms and conditions of the Landec
Corporation 2009 Stock Incentive Plan and the Stock Option Agreement, all of
which are attached to, and made a part of, this document.
Exhibit 99.3
In addition, you agree and acknowledge
that your rights to any Shares underlying this Option will be earned only as you
provide Service over time, that the grant of the Option is not as consideration
for services you rendered to the Company (or any Parent, Subsidiary, or
Affiliate), prior to your Vesting Commencement Date, and that nothing in this
Notice of Stock Option Grant or the attached documents confers upon you any
right to continue your employment or consulting relationship with the Company
(or any Parent, Subsidiary, or Affiliate) for any period of time, nor does it
interfere in any way with your right or the Company’s (or any Parent’s,
Subsidiary’s, or Affiliate’s) right to terminate that relationship at any time,
for any reason, with or without cause.
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OPTIONEE:
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LANDEC
CORPORATION
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By:
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Signature
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Title:
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Print
Name
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Exhibit 99.3
LANDEC
CORPORATION
2009
STOCK INCENTIVE PLAN
STOCK
OPTION AGREEMENT
1. Grant of
Option. Landec Corporation, a Delaware corporation (the “Company”),
hereby grants to the Optionee named in the Notice of Stock Option Grant attached
to this Stock Option Agreement (the “Optionee”), an option (the “Option”) to
purchase the total number of shares of Common Stock (the “Shares”) set forth in
the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share
set forth in the Notice (the “Exercise Price”) subject to the terms, definitions
and provisions of the 2009 Stock Incentive Plan (the “Plan”), which is
incorporated in this Stock Option Agreement (the “Agreement”) by reference.
Unless otherwise defined in this Agreement, the terms used in this Agreement
shall have the meanings defined in the Plan.
This
Option is intended to be an Incentive Stock Option as defined in
Section 422 of the Code only to the extent so designated in the Notice, and
to the extent it is not so designated or to the extent the Option does not
qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock
Option. Notwithstanding the foregoing, even if designated as an Incentive Stock
Option, in the event that the Shares subject to this Option (and all other
Incentive Stock Options granted to Optionee by the Company or any Parent or
Subsidiary, including under other plans of the Company) that first become
exercisable in any calendar year have an aggregate fair market value (determined
for each Share as of the date of grant of the option covering such Share) in
excess of $100,000, the Shares in excess of $100,000 shall be treated as subject
to a Nonstatutory Stock Option in accordance applicable law.
2. Exercise
of Option. This Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice and with the applicable
provisions of the Plan as follows:
(a) Right to
Exercise.
(i)
This Option may not be exercised for a fraction of a share.
(ii) In
the event of Optionee’s termination of Service, the exercisability of the Option
shall be governed by Section 4 below, subject to the limitations contained
in paragraph (iii) below.
(iii)
In no event may this Option be exercised after the Expiration Date as set forth
in the Notice.
(b) Method of
Exercise.
(i) This
Option may be exercised by delivering to the Company a fully executed Notice of
Exercise (in the form attached as Exhibit A) which shall state the
Optionee’s election to exercise the Option, the number of Shares in respect of
which the Option is being exercised, and such other representations and
agreements as to the holder’s investment intent with respect to such Shares as
may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by Optionee and shall be delivered to the Company
by such means as are determined to constitute adequate delivery by the Plan
Administrator in its discretion. The Notice of Exercise shall be accompanied by
payment of the Exercise Price. This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Notice of Exercise accompanied by
the Exercise Price.
Exhibit 99.3
(ii) As
a condition to the exercise of this Option, Optionee agrees to make adequate
provision for any applicable federal, state or other tax withholding
obligations, if any, which arise upon the exercise of the Option or disposition
of Shares, whether by withholding, direct payment to the Company, or
otherwise.
(iii) The
Company is not obligated, and will have no liability for failure, to issue or
deliver any Shares upon exercise of the Option unless such issuance or delivery
would comply with all applicable laws, with such compliance determined by the
Company in consultation with its legal counsel. This Option may not be exercised
if the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 221 of Title 12 of the Code of Federal Regulations as promulgated by
the Federal Reserve Board. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to Optionee on
the date on which the Option is exercised with respect to such
Shares.
3. Method of
Payment. Payment of the Exercise Price shall be by any of the following,
or a combination of the following, at the election of Optionee: (a) cash,
(b) check, (c) surrender of other Shares, provided that the Company
may, in its sole discretion, require that Shares tendered for payment be
previously held by the Optionee for a minimum duration, or (d) Cashless
Exercise.
4. Termination
of Relationship.
Following the date of termination of Optionee’s Service for any reason
(the “Termination
Date”), Optionee may exercise the Option only as set forth in the Notice
and this Section 4. To the extent that Optionee does not exercise this
Option within the Termination Period set forth in the Notice or the termination
periods set forth below, the Option shall terminate in its entirety. In no
event, may any Option be exercised after the Expiration Date of the Option as
set forth in the Notice. In the event of termination of Optionee’s Service other
than as a result of Optionee’s Disability or death or for Cause, Optionee may,
to the extent Optionee is vested in the Option Shares at the Termination Date,
exercise this Option during the Termination Period set forth in the Notice. In
the event of any other termination, Optionee may exercise the Option only as
described below:
(a)
Termination
upon Disability of Optionee. In the event of termination
of Optionee’s Service as a result of Optionee’s Disability, Optionee may, but
only within six months from the Termination Date, exercise this Option to the
extent Optionee was vested in the Option Shares as of such Termination
Date.
(b) Death of
Optionee. In the
event of the death of Optionee while in Service, the Option may be exercised at
any time within six months following the date of death by Optionee’s estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent Optionee was vested in the Option Shares as
of the Termination Date.
(c)
Termination
for Cause. In the
event Optionee’s Service is terminated for Cause, the Option shall terminate
immediately upon such termination for Cause. In the event Optionee’s employment
or consulting relationship with the Company is suspended pending investigation
of whether such relationship shall be terminated for Cause, all Optionee’s
rights under the Option, including the right to exercise the Option, shall be
suspended during the investigation period.
5. Non-Transferability
of Option. This Option may not be transferred in any manner otherwise
than by will or by the laws of descent or distribution. The designation of a
beneficiary does not constitute a transfer. This Option may be exercised during
the lifetime of Optionee only by Optionee. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and assigns of
Optionee.
Exhibit 99.3
6. No
Employment Rights. Optionee understands and agrees that the vesting of
Shares pursuant to the Vesting Schedule is earned only by continuing as an
Employee or Consultant at the will of the Company (or any Parent, Subsidiary, or
Affiliate) and not through the act of being hired, being granted this Option or
acquiring Shares under this Agreement. Optionee further acknowledges and agrees
that nothing in this Agreement, nor in the Plan which is incorporated in this
Agreement by reference, shall confer upon Optionee any right with respect to
continuation as an Employee or Consultant with the Company (or any Parent,
Subsidiary, or Affiliate), nor shall it interfere in any way with his or her
right or the Company’s (or any Parent’s, Subsidiary’s, or Affiliate’s) right to
terminate his or her employment or consulting relationship at any time, with or
without cause.
7. Effect of
Agreement. In the event of a conflict between the terms and provisions of
the Plan and the terms and provisions of the Notice and this Agreement, the Plan
terms and provisions shall prevail. The Option, including the Plan, constitutes
the entire agreement between Optionee and the Company on the subject matter
hereof and supersedes all proposals, written or oral, and all other
communications between the parties relating to such subject matter.
8. Applicable
Law. This Agreement will be interpreted and enforced under the laws of
the State of Delaware without regard to the conflict of laws principles
thereof.
9. Signature.
This Agreement shall be deemed executed by the Company and Optionee upon
execution by such parties of the Notice attached to this
Agreement.
Exhibit 99.3
LANDEC
CORPORATION
2009
STOCK INCENTIVE PLAN
STOCK
OPTION
EXHIBIT
A
NOTICE OF
EXERCISE
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To:
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Landec
Corporation
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Attn:
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Administrator
of the 2009 Stock Incentive Plan
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Subject:
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Notice
of Intention to Exercise Stock
Option
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This Notice of Exercise constitutes
official notice that the undersigned intends to exercise Optionee’s option to
purchase ___shares of Landec Corporation Common Stock, under and pursuant to the
Company’s 2009 Stock Incentive Plan (the “Plan”) and the Notice of Stock Option
and Stock Option Agreement (the “Agreement”) dated ___, as follows:
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Number
of Shares:
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________________________________
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Exercise
Price per Share:
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________________________________
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Total
Exercise Price:
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________________________________
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Method
of Payment of Exercise Price:
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________________________________
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The
shares should be registered in the name
(s) of:
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and .
1
By signing below, I hereby agree to be
bound by all of the terms and conditions set forth in the Plan and the
Agreement. If applicable, proof of my right to purchase the shares pursuant to
the Plan and the Agreement is enclosed. 2
Dated:
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(Signature)
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(Signature)3
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(Please
Print Name)
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(Please
Print Name)
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(Full
Address)
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(Full
Address)
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Exhibit
99.3
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1
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If
more than one name is listed, please specify whether the owners will hold
the shares as community property or as joint tenants with the right of
survivorship.
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2
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Applicable
if someone other than the Optionee (e.g., a death beneficiary) is
exercising the stock option.
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3
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Each
person in whose name shares are to be registered must sign this Notice of
Exercise.
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