Exhibit 99.5
LANDEC CORPORATION
2009 STOCK INCENTIVE
PLAN
NOTICE OF GRANT OF STOCK
APPRECIATION RIGHT
You have been
granted a stock appreciation right (the “SAR”) with
respect to Common Stock of Landec Corporation (the
“Company”), as follows:
|
|
|
|
|
|
Date of
Grant:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise Price
Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Exercise
Price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term/Expiration
Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting
Commencement Date:
|
|
|
|
|
|
|
|
|
Vesting
Schedule:
|
|
So long as your
Service continues, this SAR shall vest and become exercisable in
accordance with the following schedule: this SAR shall vest and
become exercisable with respect to 12/36th of the total number of
Shares subject to this SAR on the first annual anniversary of the
Vesting Commencement Date and 1/36th of the total number of Shares
subject to this SAR on each monthly anniversary
thereafter.
|
|
|
|
|
|
Termination
Period:
|
|
This SAR may be
exercised for six months after termination of your Service except
as set forth in Section 4 of the Stock Appreciation Right
Agreement (but in no event later than the Expiration Date).
Recipient 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.
|
Unless
otherwise defined in this Notice of Stock Appreciation Right, 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 SAR is
granted under and governed by the terms and conditions of the
Landec Corporation 2009 Stock Incentive Plan and the Stock
Appreciation Right Agreement, all of which are attached to, and
made a part of, this document.
In
addition, you agree and acknowledge that your rights to any Shares
underlying this SAR will be earned only as you provide Service over
time, that the grant of the SAR 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 Appreciation Right 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.
|
RECIPIENT:
|
|
LANDEC
CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
Print
Name
|
|
|
|
LANDEC CORPORATION
2009 STOCK INCENTIVE
PLAN
STOCK APPRECIATION RIGHT
AGREEMENT
1.
Grant of SAR . Landec Corporation, a
Delaware corporation (the “Company”), hereby grants to
the Recipient named in the Notice of Stock Appreciation Right
attached to this Stock Appreciation Right Agreement (the
“Recipient”), a stock appreciation right (the
“SAR”) to with respect to the total number of shares of
Common Stock (the “Shares”) set forth in the Notice of
Stock Appreciation Right (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
Appreciation Right 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.
2.
Exercise of SAR . This SAR 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:
(i)
This SAR may not be exercised with
respect to a fraction of a share.
(ii)
In the event of Recipient’s termination of Service, the
exercisability of this SAR shall be governed by Section 4
below, subject to the limitations contained in paragraph
(iii) below.
(iii)
In no event may this SAR be exercised after the Expiration Date as
set forth in the Notice.
(i) This
SAR 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 Recipient’s election to exercise the SAR, the
number of Shares in respect of which the SAR 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 Recipient and shall be
delivered to the Company by such means as are determined to
constitute adequate delivery by the Plan Administrator in its
discretion. This SAR shall be deemed to be exercised upon receipt
by the Company of such fully executed Notice of
Exercise.
(ii) &nb
