##### 



Exhibit 10.32
 LIFECORE BIOMEDICAL, INC.  INCENTIVE STOCK OPTION AGREEMENT
  2003 Stock Incentive Plan
  1.
    
    Grant of Option. The Company hereby grants to the Optionee the right and Option
(hereinafter called the Option) to purchase from the Company all or any part of an aggregate
amount of ____________ shares of the Common Stock of the Company on the terms and
conditions herein set forth. The Option granted hereunder is intended to be an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of 1986.2.
    
    Purchase Price. The purchase price of the shares of the Common Stock covered by this
Option shall be $________ per share.3.
    
    Term of Option. The term of the Option shall expire on __________ (the
Expiration Date) subject to earlier termination as hereinafter provided.4.
    
    Exercise of Option. The Option may be exercised as follows:
 (a)
    
    On and after _________, the Option may be exercised as to _______ shares.(b)
    
    On and after _________, the Option may be exercised as to _______ shares.(c)
    
    On and after _________, the Option may be exercised as to _______ shares.(d)
    
    On and after _________, the Option may be exercised as to _______ shares.
  5.
    
    Non-Transferability. The Option shall not be transferable otherwise than by will or
the laws of descent and distribution, and the Option may be exercised, during the lifetime of
the Optionee, only by the Optionee.
 6.
    
    Termination of Employment. In the event the employment of the Optionee shall be
terminated for any reason other than death, Disability, or Retirement (as defined below) any
unexercised Option may be exercised by the Optionee at any time within ninety (90) days of
such termination, but only to the extent the Option was exercisable by the Optionee on the
date of termination; provided, however, that in the event of termination for Cause (as defined
below), such Option shall terminate immediately upon such termination of employment. In no
event shall any Option be exercisable after the Expiration Date specified in Section 3 hereof.
So long as the Optionee shall continue to be an employee of the Company or one or more of it
subsidiaries, the Option shall not be affected by any change of duties or position. Nothing
in this Option Agreement shall confer upon the Optionee any right to continue in the employ of




---



##### 



7.
    
    Death, Disability, or Retirement of Optionee. If the Optionee shall die, or shall
suffer a Disability, or terminate employment as a result of Retirement (as defined below)
while this Option is in effect, the Option may be exercised by the person to whom the Option
is transferred by will or the applicable laws of descent and distribution (in the case of
death) or by the Optionee or his or her legal representative (in the case of Disability) or by
the Optionee (in the case of Retirement) at any time within twelve (12) months after the
Optionees death, termination of employment as a result of Disability, or Retirement, but in
no event later than the Expiration Date specified in Section 3 hereof.
 8.
    
    Method of Exercising Option. Subject to the terms and conditions of the Plan, the
Option may be exercised by written notice to the Accounting Department at the principal office
of the Company. Such notice shall state the election to exercise the Option and the number of
shares in respect of which it is being exercised, and shall be signed by the person so
exercising the Option. Such notice shall be accompanied by payment of the full purchase price
of such shares, which payment shall be made in cash or by check or bank draft payable to the
Company. In the sole discretion of the Company, the Optionee may pay the purchase price by
delivering shares of Common Stock of the Company already owned by the optionee (which in the
case of stock acquired upon exercise of an option have been owned for more than six months on
the date of surrender) with a fair market value equal to the purchase price or by a
combination of cash and such shares, whose fair market value shall equal the purchase price.
For purposes of this paragraph, the fair market value of the Common Stock of the Company
shall be established in the manner set forth in the Plan.
  9.
    
    Option Plan. This Option is subject to certain additional terms and conditions set
forth in the Plan pursuant to which this Option has been issued. A copy of the Plan is on
file with the Chief Financial Officer of the Company and each Option holder by acceptance
hereof agrees to and accepts this Option subject to the terms of the Plan.
 10.
    
    General. The Company shall at all times during the term of the Option reserve and
keep available such number of shares of Common Stock as will be sufficient to satisfy the
requirements of this Option Agreement, shall pay all original issue and transfer taxes with
respect to the issue and transfer of shares pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection therewith, and will from time to time use
its best efforts to comply with all laws and regulations which, in the opinion of counsel for
the Company, shall be applicable thereto.
 11.
    
    Status. Neither the Optionee nor the Optionees executor, administrator, heirs, or
legatees, shall be or have any rights or privileges of a shareholder of the Company in respect
of the shares transferable upon exercise of the Option granted hereunder, unless and until
certificates representing such shares shall be endorsed, transferred, and delivered and the
transferee has caused the Optionees name to be entered as the shareholder of record on the
books of the Company.
 12.
    
    Common Authority. The existence of the Option herein granted shall not affect in any
way the right or power of the Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the Companys capital
structure or its business, or any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock
of the Company, or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.




---



##### 



13.
    
    Disputes. As a condition of the granting of the Option herein granted, the Optionee
agrees, for the Optionee and the Optionees personal representatives, that any dispute or
disagreement which may arise under or as a result of or pursuant to this Agreement shall be
determined by the Company, in its sole discretion, and that any interpretation by the Company
of the terms of this Agreement shall be final, binding and conclusive.14.
    
    Binding Effect. This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.15.
    
    Definitions. For the purposes of the Option, the following terms shall have the
indicated meanings:
 Cause
 Disability
 Retirement
 This stock option agreement could be construed to imply that Lifecore expects long term
continued financial appreciation in its common stock price in the public equity marketplace. As
such, it constitutes a forward looking document as defined in the Private Securities Litigation
Reform Act of 1995. Because of numerous risks and uncertainties in Lifecores business activity,
the Companys actual business results may differ materially from those implied. Prospective stock
option investors are cautioned to refer to more detailed discussions of Lifecores specific
business risks as presented and updated from time to time in the Companys reports on Forms 10-Q
and 10-K. In addition, even if Lifecores business performance does improve, the potential option
investor is cautioned that the public stock marketplace may not reflect those improvements in an
appreciated price for Lifecores common stock.
  LIFECORE BIOMEDICAL, INC.ByIts   President & CEO