Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 59 329K
2: EX-3.3 Articles of Incorporation/Organization or By-Laws 6 25K
3: EX-10.24 Material Contract 11 41K
4: EX-10.25 Material Contract 7 25K
5: EX-10.26 Material Contract 11 51K
6: EX-10.27 Material Contract 95 403K
7: EX-23.1 Consent of Experts or Counsel 1 6K
8: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 7K
EX-10.25 — Material Contract
| EX-10.25 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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LANDEC CORPORATION
NOTICE OF STOCK OPTION GRANT
Optionee's Name and Address:
Nicholas Tompkins
193 Oak Grove Lane
Arroyo Grande, CA 93420
Pursuant to your Employment and Non-Competition Agreement dated
November 29, 1999 (the "Employment Agreement"), you have been granted an option
to purchase shares of Common Stock ("Shares") of Landec Corporation (the
"Company") as follows:
[Download Table]
Board Approval Date: November 22, 1999
Date of Grant November 29, 1999
Exercise Price Per Share: $6.25
Total Number of Shares Granted: 790,000
Total Price of Shares Granted: $4,937,500
Type of Option: Nonstatutory Stock Option
Expiration Date: November 29, 2005
Vesting Commencement Date: November 29, 1999
Vesting Schedule: The right to exercise the Option will vest at the
rate of 1/2 of the shares subject thereto on the
first anniversary of the Vesting Commencement Date
and an additional 1/24th of the shares subject
thereto at the end of each one month period
thereafter (total vesting in 24 months); PROVIDED
THAT, you are employed by Bush Acquisition
Corporation on the relevant vesting date; PROVIDED
FURTHER THAT, if at any time during such 24-month
period, if your employment with Bush Acquisition
Corporation is ended by Involuntary Termination (as
defined in the Employment Agreement), then all
shares shall vest immediately.
Termination Period: The right to exercise the options shall terminate
upon the sixth anniversary of the Date of Grant or,
if your employment with Bush Acquisition
Corporation is ended other than by Involuntary
Termination, thirty (30) days after the termination
of your employment with Bush Acquisition
Corporation, but in no event later than the
Expiration Date.
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 Stock Option Agreement and the Employment
Agreement, both of which are attached and made a part of this document.
NICHOLAS TOMPKINS: LANDEC CORPORATION
By:
----------------------------- -----------------------------------------
Signature
Title: President and Chief Executive Officer
----------------------------- -------------------------------------
Print Name
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LANDEC CORPORATION
STOCK OPTION AGREEMENT
1. GRANT OF OPTION. LANDEC CORPORATION, a California corporation (the
"COMPANY"), hereby grants to the Optionee named in the Notice of Stock Option
Grant attached to this Agreement ("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, at the exercise price per share set forth in
the Notice of Stock Option Grant (the "EXERCISE PRICE") subject to the terms,
definitions and provisions of the Employment Agreement, which is incorporated in
relevant part in this Agreement by reference. In the event of a conflict between
the terms of the Employment Agreement and the terms of this Agreement, the terms
of this Agreement shall govern. Unless otherwise defined in this Agreement, the
terms used in this Agreement shall have the meanings defined in the Employment
Agreement.
This Option is intended to be a Nonstatutory Stock Option.
2. EXERCISE OF OPTION. This Option shall be exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Stock Option
Grant and with the following provisions:
(a) RIGHT TO EXERCISE.
(i) This Option may not be exercised for a
fraction of a share.
(ii) In no event may this Option be exercised
after the date of expiration of the term of this Option as set forth in the
Notice of Stock Option Grant.
(b) METHOD OF EXERCISE.
(i) This Option shall be exercisable by
delivering to the Company a written notice of exercise (in the form attached as
EXHIBIT A) which shall state the 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 of Common Stock as may be required by the Company pursuant to the
provisions of the Resolutions. Such written notice shall be signed by Optionee
and shall be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the Exercise
Price. This Option shall be deemed to be exercised upon receipt by the Company
of such written notice accompanied by the Exercise Price.
(ii) As a condition to the exercise of this
Option, Optionee agrees to make adequate provision for 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) No Shares will be issued pursuant to the
exercise of an Option unless such issuance and such exercise shall comply with
all relevant provisions of law and the
requirements of any stock exchange upon which the Shares may then be listed.
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. OPTIONEE'S REPRESENTATIONS. In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), at the time this
Option is exercised, Optionee shall, if required by the Company, concurrently
with the exercise of all or any portion of this Option, deliver to the Company
an investment representation statement in customary form, a copy of which is
available for Optionee's review from the Company upon request.
4. 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 of Common Stock of the
Company that (i) either have been owned by Optionee for more than six (6) months
on the date of surrender or were not acquired, directly or indirectly, from the
Company, and (ii) have a Fair Market Value (as defined below) on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised; (d) authorization from the Company to retain from the
total number of Shares as to which the Option is exercised that number of Shares
having a Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is exercised; or (e) if
there is a public market for the Shares and they are registered under the
Securities Act, delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds required to pay the exercise price.
For purposes of this Agreement "FAIR MARKET VALUE" means, as of any
date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any
established stock exchange or a national market system including without
limitation the National Market of the National Association of Securities
Dealers, Inc. Automated Quotation ("Nasdaq") System, its Fair Market Value shall
be the closing sales price for such stock as quoted on such system on the date
of determination (if for a given day no sales were reported, the closing bid on
that day shall be used), as such price is reported in The Wall Street Journal or
such other source as the Board of Directors deems reliable;
(ii) If the Common Stock is quoted on the Nasdaq
System (but not on the National Market thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the bid and asked prices for the Common
Stock or;
(iii) In the absence of an established market for
the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Board of Directors.
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5. RESTRICTIONS ON EXERCISE. 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 207 of Title 12 of the Code of Federal Regulations ("REGULATION G") 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 law or regulation.
6. TERMINATION OF RELATIONSHIP. In the event of termination of
Optionee's employment with Bush Acquisition Corporation, Optionee may, to the
extent otherwise so entitled at the date of such termination (the "TERMINATION
DATE"), exercise this Option during the Termination Period set out in the Notice
of Stock Option Grant. To the extent that Optionee was not entitled to exercise
this Option at the date of such termination, or if Optionee does not exercise
this Option within the time specified in the Notice of Stock Option Grant, the
Option shall terminate.
7. 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. An Option may be
exercised during the lifetime of Optionee only by Optionee or a transferee
permitted by this section. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of Optionee.
8. TERM OF OPTION. This Option may be exercised only within the term
set out in the Notice of Stock Option Grant, and may be exercised during such
term only in accordance with the Employment Agreement and the terms of this
Agreement.
9. NO ADDITIONAL EMPLOYMENT RIGHTS. Optionee understands and agrees
that the vesting of Shares pursuant to the Vesting Schedule is earned only by
continuing as an employee at the will of the Company (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 shall confer upon Optionee any right with respect to continuation as
an Employee or Consultant with the Company, nor shall it interfere in any way
with his or her right or the Company's right to terminate his or her employment
or consulting relationship at any time, with or without cause.
10. TAX CONSEQUENCES. Optionee acknowledges that he or she has read the
brief summary set forth below of certain federal tax consequences of exercise of
this Option and disposition of the Shares under the law in effect as of the date
of grant. OPTIONEE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND
THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT HIS
OR HER OWN TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) EXERCISE OF NONSTATUTORY STOCK OPTION. Because this Option
does not qualify as an Incentive Stock Option, Optionee may incur regular
federal income tax liability upon the exercise of the Option. Optionee will be
treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the fair market value
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of the Shares on the date of exercise over the Exercise Price. In addition, if
Optionee is an employee of the Company, the Company will be required to withhold
from Optionee's compensation or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.
(b) DISPOSITION OF SHARES. Because this Option is a
Nonstatutory Stock Option, then gain realized on the disposition of Shares will
be treated as long-term or short-term capital gain depending on whether or not
the disposition occurs more than one year after the exercise date.
11. SIGNATURE. This Stock Option Agreement shall be deemed executed by
the Company and Optionee upon execution by such parties of the Notice of Stock
Option Grant attached to this Stock Option Agreement.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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EXHIBIT A
NOTICE OF EXERCISE
To: Landec Corporation
Attn:
Subject: NOTICE OF INTENTION TO EXERCISE STOCK OPTION
This is official notice that the undersigned ("OPTIONEE") intends to
exercise Optionee's option to purchase __________ shares of Landec Corporation
Common Stock, under and pursuant to the Stock Option Agreement dated
___________, as follows:
Grant Number:
--------------------------------
Date of Purchase:
--------------------------------
Number of Shares:
--------------------------------
Purchase Price:
--------------------------------
Method of Payment
of Purchase Price:
--------------------------------
Social Security No.:
--------------------------------
The shares should be issued as follows:
Name:
--------------------------------
Address:
--------------------------------
--------------------------------
--------------------------------
Signed:
--------------------------------
Date:
--------------------------------
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 11/29/05 | | 1 |
| Filed on: | | 1/27/00 | | | | | | | S-3 |
| | 11/29/99 | | 1 |
| | 11/22/99 | | 1 |
| For Period End: | | 10/31/99 |
| List all Filings |
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