|
<PAGE>
EXHIBIT 10.3
NONCOMPETITION AND NONSOLICITATION AGREEMENT
This Noncompetition and Nonsolicitation Agreement ("Agreement")
is made
effective as of January 7, 2005, by and between Kipling Thacker
("Executive"),
an individual resident of the State of Minnesota, and Lifecore
Biomedical, Inc.,
("Lifecore"), a corporation organized under the laws of the
State of Minnesota.
WHEREAS, Executive is employed as an executive officer of
Lifecore; and
WHEREAS, Lifecore wishes to enter into this noncompetition
and
nonsolicitation agreement with Executive in order to protect its
business; and
WHEREAS, in consideration for entering into this Agreement,
Lifecore has
agreed to grant to Executive, contingent upon Executive agreeing
to the
covenants and restrictions contained herein, options to purchase
shares of
common stock of Lifecore (as provided in that certain Incentive
Stock Option
Agreement between the parties dated the date hereof), which
options shall be
fully vested and exercisable on the date of grant, and shares of
restricted
stock of Lifecore (as provided in that certain Restricted Stock
Award Agreement
between the parties dated the date hereof).
NOW THEREFORE, in consideration of the foregoing and the
mutual
obligations incurred and benefits obtained hereunder, the
sufficiency of which
is admitted, Lifecore and Executive agree as follows:
1. Restrictive Covenants. Executive agrees that, due to
Executive's employment
with Lifecore, Executive has and will have access to Lifecore's
trade secrets
and confidential information, including but not limited to:
Lifecore's current
and proposed plans and strategies in sales, marketing, target
customers, product
development and pricing; customer-specific information generated
and compiled by
Lifecore; Lifecore's national customer management database
(MarketForce) which
contains an exhaustive compilation of information regarding
Lifecore's customers
and potential customers nationwide; and Lifecore's financial
information.
Executive acknowledges that these trade secrets and confidential
information are
valuable to Lifecore and, accordingly, agrees to the following
provisions:
1.1 Covenant Not To Compete. During Executive's employment by
Lifecore,
and for a period of 24 consecutive months from the date of
termination of such
employment for whatever reason (whether occasioned by Executive
or Lifecore),
Executive will not, directly or indirectly, in any manner (e.g.,
as an
executive, agent, consultant, partner, member, manager, officer,
director,
shareholder, or otherwise), render services, advice or
assistance to any
division, group or part of any corporation, person, organization
or other entity
which engages in the marketing, selling, production, design or
development of
any product, good, service or procedure which is or may
reasonably be used as an
alternative to, or which is or may reasonably be sold in
competition with, any
product, good, service or procedure marketed, sold, produced,
designed or
developed by Lifecore (including products, goods, services or
procedures
currently being researched or under development by Lifecore)
("Competitive
Activities") but only with regard to those Competitive
Activities which
Executive had responsibility for or regarding which Executive
received
confidential and proprietary information of Lifecore (the
"Competitive
<PAGE>
Business"), in any geographic location, domestic or foreign, in
which Executive
performed services or had responsibility on behalf of Lifecore.
It is understood
that Executive may render services, advice or assistance to any
separate
division, group or part of any corporation, person, organization
or other entity
which is not engaged in a Competitive Business regardless of
whether another
separate division, group or part of such corporation, person,
organization or
other entity is engaged in a Competitive Business. For purposes
of this
Agreement, information is not "confidential" to Lifecore if the
information is
disclosed to Executive in good faith by a third party who is in
lawful
possession of that information and who has the right to make
such disclosure, or
is or becomes part of the public domain, by publication or
otherwise, through no
fault of Executive.
1.2 Covenant Not To Solicit Business and Customers. During
Executive's
employment by Lifecore, and for a period of 24 consecutive
months from the date
of termination of such employment for whatever reason (whether
occasioned by
Executive or Lifecore), Executive shall not, directly or
indirectly, divert,
solicit, or accept Competitive Business from any client or
prospective client of
Lifecore which was solicited or serviced by Lifecore or about
which Executive
received or had access to confidential information. During that
same period of
time, Executive shall not, directly or indirectly, in any way
interfere, or
attempt to interfere, with Lifecore's relationships with any of
its actual or
potential vendors or suppliers.
1.3 Covenant Not To Solicit For Employment. During Executive's
employment
by Lifecore, and for a period of 24 consecutive months from the
date of
termination of such employment for whatever reason (whether
occasioned by
Executive or Lifecore), Executive shall not, directly or
indirectly, induce,
solicit, endeavor to entice or attempt to induce any other
officer, employee,
consultant or independent contractor of Lifecore to leave the
employ of
Lifecore, or supply confidential information of Lifecore to, any
third person or
entity, or to in any other way materially and adversely
interfere with the
relationship between any such officer, consultant or independent
contractor and
Lifecore. Likewise, during that same period of time, Executive
shall not,
directl
| 
