This Stock Unit Agreement (the
“Agreement”) is made and entered into as of ___, 20___ 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
Stock Units. Pursuant to the Plan, the Company hereby grants to you, and
you hereby accept from the Company, ___Stock Units (the “Restricted Stock
Units”), on the terms and conditions set forth herein and in the
Plan.
2. Vesting
of Restricted Stock Units. So long as your Service continues, the
Restricted Stock Units shall vest in accordance with the following schedule:
100% of the total number of Restricted Stock Units shall vest on the third
anniversary of the date of grant.
3. Termination
of Service. In the event of the termination of your Service for any
reason, all unvested Restricted Stock Units shall be immediately forfeited
without consideration.
4. Settlement
of Restricted Stock Units. Restricted Stock Units shall be automatically
settled in Shares upon vesting pursuant to Section 2 above, provided that
the Company shall have no obligation to issue Shares pursuant to this Agreement
unless and until you have satisfied any applicable tax withholding obligations
pursuant to Section 5 below. Issuance of such Shares shall be made as soon
as reasonably practicable following the applicable vesting date, but in any
event no later than March 15 of the year following which the Restricted Stock
Units vest.
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 Stock Units. The Company shall not be required to
issue Shares pursuant to this Agreement 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 RESTRICTED STOCK UNITS. NOTHING STATED HEREIN IS INTENDED OR
WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER
PENALTIES.
Exhibit 99.4
7. Non-Transferability
of Restricted Stock Units. Except as permitted by applicable law,
Restricted Stock Units 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 the Shares underlying any vested
Restricted Stock Units in the event of the your death, nor shall it preclude a
transfer of such 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 not
have any voting rights or any other rights and privileges of a shareholder of
the Company unless and until the Restricted Stock Units are settled upon
vesting.
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:
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.
Exhibit 99.4
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.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on this ___day of ___, 20___.
LANDEC
CORPORATION
By:
(Signature)
Name:
Title:
RECIPIENT:
By:
(Signature)
Address:
Telephone
Number:
Email
Address:
Exhibit 99.4
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
Stock Units 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 Stock Units and the
underlying 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.
