exv10w67



 







Exhibit 10.67




LANDEC CORPORATION

2005 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 California corporation (the “Company”), and ___
pursuant to the Landec Corporation 2005 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.



     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



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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 USED, AND CANNOT BE
USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.




     7. Non-Transferability of Restricted Stock Units. Except as permitted by applicable
law, Restricted Stock Units which have not vested pursuant to Section 2 above shall not be
anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s
process, whether voluntarily or involuntarily or by the operation of law. However, this Section 7
shall not preclude you from designating a beneficiary who will receive the Shares underlying any
vested Restricted Stock Units in the event of the your death, nor shall it preclude a transfer of
such Shares by will or by the laws of descent and distribution.



     8. No Employment Rights. You understand, acknowledge and agree that nothing in this
Agreement shall affect in any manner whatsoever the status of your Service or the right or power of
the Company (or any Parent, Subsidiary, or Affiliate) to terminate your employment or consulting
relationship with the Company (or any Parent, Subsidiary, or Affiliate) at any time, for any such
reason, with or without cause, in accordance with applicable law.



     9. Voting and Other Rights. Subject to the terms of this Agreement, you shall not
have any voting rights or any other rights and privileges of a shareholder of the Company unless
and until the Restricted Stock Units are settled upon vesting.



     10. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California without regard to the conflict of laws principles thereof.



     11. Notices. All notices, communications and documents under this Agreement shall be
in writing. All notices, communications, and documents directed to the Company and related to the
Agreement, if not delivered by hand, shall be mailed to the Company’s principal executive office,
Attention: Stock Administration. The current address of the Company’s principal executive office
is:


Landec Corporation

3603 Haven Avenue

Menlo Park, CA 94025



All notices, communications, and documents intended for you and related to this Agreement, if not
delivered by hand, shall be mailed to your address shown on the last page of this Agreement or such
other address as you may specify by notice complying with this section. Notices, communications,
and documents not delivered by hand shall be mailed by registered or certified mail, return receipt
requested, postage prepaid. All





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mailings and deliveries related to this Agreement shall be deemed received only when actually
received.




     12. Binding Effect. Subject to the limitations set forth in this Agreement, this
Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs,
legal representatives, successors, and assigns of the parties hereto.



     13. Counterparts. This Agreement may be signed in counterparts with the same effect
as if the signature to each such counterpart were upon a single instrument, and all counterparts
shall be deemed an original of this Agreement.



     14. Severability. If any provision of this Agreement is held to be unenforceable for
any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of
the parties to the extent possible. In any event, all other provisions of this Agreement shall be
deemed valid and enforceable to the full extent possible.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this ___day of
___, 20___.



	 	 	 	 	 
	LANDEC CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

(Signature)	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	RECIPIENT:	 	 
	 
	 	 	 	 
	 
	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

(Signature)	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 
	 	 






	 	 	 	 	 
	 
	 	 
	 
	 	 	 	 
	Telephone Number:

	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Email Address:
	 	 	 	 
	 

	 	 
	 	 






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I, ___, spouse of ___, have read and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to the Restricted Stock
Units as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and
further agree that any community property or other such interest that I may have in the Restricted
Stock Units and the underlying Shares shall hereby be similarly bound by the Agreement. I hereby
appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights
under the Agreement.




                                        

Spouse of Recipient





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