Exhibit
10.16


     

    

    


    MANAGEMENT
INCENTIVE PLAN

    2009-2010


    


    
      	
              I.

            	
              Purpose

            


    

    The
objective of this plan is to reward excellent performance.

    


    
      	
              II.

            	
              Participants

            


    

    
      	
               
      

            	
              a.

            	
              Those
      employees whose contributions and decisions significantly and directly
      affect net profits and the future operations of the
  Company

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      employees eligible may be changed or substituted from time to time by the
      President and will be reported to the Board of Directors.  No
      other change in the plan will be made without the authorization of the
      Board of Directors.  No additional positions will be added to
      the eligibility groups without authorizations of the Board of
      Directors.

            


    

    


    PARTICIPANTS

    


    SENIOR
VICE PRESIDENT

    CHIEF
FINANCIAL OFFICER

    DIRECTOR
OF COMPLIANCE AND SPECIAL PROJECTS

    VICE
PRESIDENT – LEMON OPERATIONS

    VICE
PRESIDENT - CONTROLLER

    DIRECTOR
OF SOUTHERN OPERATIONS

    DIRECTOR
OF NORTHERN FARMING OPERATIONS

    DIRECTOR
OF INFORMATION SYSTEMS

    DIRECTOR
OF MARKETING

    DIRECTOR
OF HUMAN RESOURCES

    DIRECTOR-GLOBAL
MARKETING, LEMON OPERATIONS

    HARVEST
MANAGER

    PROPERTY
MANAGER

    AGRITOURISM
OPERATIONS MANAGER

    SALES
MANAGER – LEMON OPERATIONS

    FOOD
SAFETY AND SUSTAINABILITY MANAGER

    
 

    
      	
              III.

            	
              Plan
      Funding

            


    

    The
management incentive plan (MIP) will be based on earnings before tax from
operating activities of the Limoneira Company.  Sixty (60) percent
will be based solely on earnings before tax with the remaining forty (40)
percent subject to completion of agreed upon individual objectives contained in
the Performance Management Program.

    


    The
amount of the incentive paid to each individual will be based on the
participant’s annual salary as of October 31, 2010.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IV.

            	
              Payment

            


    

    Payment
will be made to all employees deemed eligible for the plan who are employees of
the Company at October 31, 2010.

    


    Payment
due under this plan, less applicable payroll taxes, will be made to participants
as soon after the close of the fiscal year as is practical, but in no case later
than January 15th
following the close of the fiscal year.  Payments will be subject to
any contractual agreements that may exist between the Limoneira Company and the
participants.  The schedule of payment will be reported to and
approved by the Compensation Committee of the Board of Directors and the full
Board of Directors.   Partial year participants deemed eligible
for the plan by the President (e.g. mid-year hires) would be funded based on
their period of eligible service to the total year in full
weeks.  Example:  A participant serves for 14 weeks of the
fiscal year.  The eligibility would be 14/52 of the funding level (see
Funding Level Exhibit A) in use.

    


    If a
participant dies, becomes disabled and unable to work, retires or is granted a
leave of absence by the President during the year, eligibility for the earnings
before tax based portion will be based upon the percentage of the year
worked.  Awarding of the performance portion of the plan will be at
the discretion of the President.

    


    If a
participant leaves the Company for any reason other than those listed above,
participation in the plan is forfeited for the fiscal year in which the
participant leaves.  A prior year bonus earned but not paid would not
be affected by departure from the Company.

    


    
      	
              V.

            	
              President
      and Chief Executive Officer

            


    

    The Board
of Directors has established a separate plan for the President and Chief
Executive Officer.  The annual additional compensation will be
established by the Board at their
discretion.  (Reference:  Board Minutes dated November 1,
1985, page 5)

    


    
      	
              VI.

            	
              Discontinuance

            


    

    The Board
of Directors may select to discontinue the plan for the following plan year by
giving notice to the President no later than the October Board Meeting of the
current year.