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.
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 respe
