exv10w66



 







Exhibit 10.66




LANDEC CORPORATION

2005 STOCK INCENTIVE PLAN




NOTICE OF STOCK OPTION GRANT




Optionee:




                                        




                                        




                                        




     You have been granted an option (the “Option”) to purchase Common Stock of Landec Corporation
(the “Company”), as follows:



	 	 	 	 	 
	 

	 	Date of Grant:
	 	                                        
	 
	 	 	 	 
	 

	 	Exercise Price Per Share:
	 	                                        
	 
	 	 	 	 
	 

	 	Total Number of Shares Granted:
	 	                                        
	 
	 	 	 	 
	 

	 	Total Exercise Price:
	 	                                        
	 
	 	 	 	 
	 

	 	Type of Option:
	 	                                        
	 
	 	 	 	 
	 

	 	Term/Expiration Date:
	 	                                        
	 
	 	 	 	 
	 

	 	Vesting Commencement Date:
	 	                                        
	 
	 	 	 	 
	 

	 	Vesting Schedule:
	 	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 each
monthly anniversary thereafter.]






 









 






	 	 	 	 	 
	 

	 	Termination Period:
	 	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.






     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 2005 Stock Incentive Plan and the Stock Option 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 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.



	 	 	 	 	 	 	 
	OPTIONEE:	 	 	 	LANDEC CORPORATION
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

Signature

	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

Print Name

	 	 	 	 	 	 







 









 





LANDEC CORPORATION

2005 STOCK INCENTIVE PLAN




STOCK OPTION AGREEMENT




     1. Grant of Option. Landec Corporation, a California 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 2005 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:



          (a) Right to Exercise.




               (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.



 









 





          (b) Method of Exercise.




               (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 exercise
the Option, the number of Shares in respect of which the Option 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 Optionee and shall be delivered to the Company by such means as are determined to
constitute adequate delivery by the Plan Administrator in its discretion. The Notice of Exercise
shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Notice of Exercise accompanied by the Exercise
Price.



               (ii) As a condition to the exercise of this Option, Optionee agrees to make adequate provision
for any applicable federal, state or other tax withholding obligations, if any, which arise upon
the exercise of the Option or disposition of Shares, whether by withholding, direct payment to the
Company, or otherwise.



               (iii) The Company is not obligated, and will have no liability for failure, to issue or
deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with
all applicable laws, with such compliance determined by the Company in consultation with its legal
counsel. This Option may not be exercised if the issuance of such Shares upon such exercise or the
method of payment of consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under Part 221 of Title
12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition
to the exercise of this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to Optionee on the date on which the
Option is exercised with respect to such Shares.



     3. Method of Payment. Payment of the Exercise Price shall be by any of the following,
or a combination of the following, at the election of Optionee: (a) cash, (b) check, (c) surrender
of other Shares, provided that the Company may, in its sole discretion, require that Shares
tendered for payment be previously held by the Optionee for a minimum duration, or (d) Cashless
Exercise.



     4. Termination of Relationship. Following the date of termination of Optionee’s
Service for any reason (the “Termination Date”), Optionee may exercise the Option only as
set forth in the Notice and this Section 4. To the extent that Optionee does not exercise this
Option within the Termination Period set forth in the Notice or the termination periods set forth
below, the Option shall terminate in its entirety. In no event, may any Option be exercised after
the Expiration Date of the Option as set forth in the Notice. In the event of termination of
Optionee’s Service other than as a result of Optionee’s Disability or death or for Cause, Optionee
may, to the extent Optionee is



 









 




vested in the Option Shares at the Termination Date, exercise this Option during the
Termination Period set forth in the Notice. In the event of any other termination, Optionee may
exercise the Option only as described below:




          (a) Termination upon Disability of Optionee. In the event of termination of
Optionee’s Service as a result of Optionee’s Disability, Optionee may, but only within six months
from the Termination Date, exercise this Option to the extent Optionee was vested in the Option
Shares as of such Termination Date.




          (b) Death of Optionee. In the event of the death of Optionee while in Service, the
Option may be exercised at any time within six months following the date of death by Optionee’s
estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent Optionee was vested in the Option Shares as of the Termination Date.




          (c) Termination for Cause. In the event Optionee’s Service is terminated for Cause,
the Option shall terminate immediately upon such termination for Cause. In the event Optionee’s
employment or consulting relationship with the Company is suspended pending investigation of
whether such relationship shall be terminated for Cause, all Optionee’s rights under the Option,
including the right to exercise the Option, shall be suspended during the investigation period.




     5. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution. The designation of a beneficiary
does not constitute a transfer. This Option may be exercised during the lifetime of Optionee only
by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of Optionee.



     6. No Employment Rights. Optionee understands and agrees that the vesting of Shares
pursuant to the Vesting Schedule is earned only by continuing as an Employee or Consultant at the
will of the Company (or any Parent, Subsidiary, or Affiliate) and not through the act of being
hired, being granted this Option or acquiring Shares under this Agreement. Optionee further
acknowledges and agrees that nothing in this Agreement, nor in the Plan which is incorporated in
this Agreement by reference, shall confer upon Optionee any right with respect to continuation as
an Employee or Consultant with the Company (or any Parent, Subsidiary, or Affiliate), nor shall it
interfere in any way with his or her right or the Company’s (or any Parent’s, Subsidiary’s, or
Affiliate’s) right to terminate his or her employment or consulting relationship at any time, with
or without cause.



     7. Effect of Agreement. In the event of a conflict between the terms and provisions
of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and
provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between
Optionee and the Company on the subject matter hereof and supersedes all proposals, written or
oral, and all other communications between the parties relating to such subject matter.



 









 





     8. Applicable Law. This Agreement will be interpreted and enforced under the laws of
the State of California without regard to the conflict of laws principles thereof.



     9. Signature. This Agreement shall be deemed executed by the Company and Optionee
upon execution by such parties of the Notice attached to this Agreement.




 









 








EXHIBIT A

NOTICE OF EXERCISE




	 	 	 
	To:

	 	Landec Corporation
	Attn:

	 	Administrator of the 2005 Stock Incentive Plan
	Subject:

	 	Notice of Intention to Exercise Stock Option






     This Notice of Exercise constitutes official notice that the undersigned intends to exercise
Optionee’s option to purchase ___shares of Landec Corporation Common Stock, under and
pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”) and the Notice of Stock Option
and Stock Option Agreement (the “Agreement”) dated ___, as follows:



	 	 	 	 	 
	 

	 	Number of Shares:
	 	                                                            
	 
	 	 	 	 
	 

	 	Exercise Price per Share:
	 	                                                            
	 
	 	 	 	 
	 

	 	Total Exercise Price:
	 	                                                            
	 
	 	 	 	 
	 

	 	Method of Payment	 	 
	 

	 	of Exercise Price:
	 	                                                            
	 
	 	 	 	 
	 	 	The shares should be registered in the name (s) of:






                                                             and




                                                            . 1




     By signing below, I hereby agree to be bound by all of the terms and conditions set forth
in the Plan and the Agreement. If applicable, proof of my right to purchase the shares pursuant to
the Plan and the Agreement is enclosed. 2


Dated:                                                             




	 	 	 
	 	 	 
	 

(Signature)
	 	 

(Signature)3
	 	 	 
	 

(Please Print Name)
	 	 

(Please Print Name)
	 	 	 
	 

	 	 

	 	 	 
	 

(Full Address)
	 	 

(Full Address)








 




			
	1	 	If more than one name is listed, please
specify whether the owners will hold the shares as community property or as
joint tenants with the right of survivorship.
	 
	2	 	Applicable if someone other than the Optionee
(e.g., a death beneficiary) is exercising the stock option.
	 
	3	 	Each person in whose name shares are to be
registered must sign this Notice of Exercise.