Exhibit 99.4
LANDEC CORPORATION
2009 STOCK INCENTIVE
PLAN
STOCK UNIT
AGREEMENT
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
