Exhibit 99.3
LANDEC CORPORATION
2009 STOCK INCENTIVE
PLAN
NOTICE OF STOCK OPTION
GRANT
You have been
granted an option (the “Option”) to purchase Common
Stock of Landec Corporation (the “Company”), as
follows:
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Date of
Grant:
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_______________________
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Exercise Price
Per Share:
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_______________________
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Total Number of
Shares Granted:
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_______________________
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Total Exercise
Price:
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_______________________
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Type of
Option:
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_______
Incentive Stock Option
_______
Nonstatutory Stock Option
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Term/Expiration
Date:
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_______________________
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Vesting
Commencement Date:
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_______________________
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Vesting
Schedule:
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So long as your
Service continues, the Shares underlying this Option shall vest and
become exercisable in accordance with the following schedule:
1/36th of the total number of Shares subject to this Option shall
vest and become exercisable on the one-month anniversary of the
Vesting Commencement Date and on each monthly anniversary
thereafter.
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Termination
Period:
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This Option may
be exercised for six months after termination of your Service
except as set forth in Section 4 of the Stock Option Agreement
(but in no event later than the Expiration Date). Optionee 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.
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Unless
otherwise defined in this Notice of Stock Option Grant, 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 Option is granted under
and governed by the terms and conditions of the Landec Corporation
2009 Stock Incentive Plan and the Stock Option Agreement, all of
which are attached to, and made a part of, this
document.
Exhibit 99.3
In addition,
you agree and acknowledge that your rights to any Shares underlying
this Option will be earned only as you provide Service over time,
that the grant of the Option 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 Option Grant 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.
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OPTIONEE:
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LANDEC
CORPORATION
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By:
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Signature
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Title:
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Print
Name
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Exhibit 99.3
LANDEC CORPORATION
2009 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
1.
Grant of Option . Landec Corporation, a Delaware
corporation (the “Company”), hereby grants to the
Optionee named in the Notice of Stock Option Grant attached to this
Stock Option Agreement (the “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 (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 Option 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.
This
Option is intended to be an Incentive Stock Option as defined in
Section 422 of the Code only to the extent so designated in
the Notice, and to the extent it is not so designated or to the
extent the Option does not qualify as an Incentive Stock Option, it
is intended to be a Nonstatutory Stock Option. Notwithstanding the
foregoing, even if designated as an Incentive Stock Option, in the
event that the Shares subject to this Option (and all other
Incentive Stock Options granted to Optionee by the Company or any
Parent or Subsidiary, including under other plans of the Company)
that first become exercisable in any calendar year have an
aggregate fair market value (determined for each Share as of the
date of grant of the option covering such Share) in excess of
$100,000, the Shares in excess of $100,000 shall be treated as
subject to a Nonstatutory Stock Option in accordance applicable
law.
2.
Exercise of Option . This Option 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 Option may not be exercised for a fraction of a
share.
(ii) In
the event of Optionee’s termination of Service, the
exercisability of the Option shall be governed by Section 4
below, subject to the limitations contained in paragraph
(iii) below.
(iii)
In no event may this Option be exercised after the Expiration Date
as set forth in the Notice.
(i) This
Option 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 Optionee’s election to
exer
