**Exhibit 10.27****SEPARATION AGREEMENT**          1. Andre Decarie (“Decarie”) is an employee of Lifecore Biomedical, Inc. (“Lifecore”), whois hereby separating from his employment with Lifecore.          2. Upon Decarie’s execution of this Separation Agreement (“Agreement”), Lifecore will:               a. continue to pay Decarie his current base salary (less all customary withholding anddeductions) and to provide Decarie’s current benefits through July 1, 2005;               b. provided that Decarie executes the General Release attached as Exhibit A on or after July1, 2005 and does not rescind it,                    i. pay Decarie his current base salary (less all customary withholding and deductions) for anadditional period of twelve months, through June 30, 2006; and                    ii. pay the expense of Decarie’s COBRA continuation health coverage through June 30, 2006,except that Decarie will make a monthly payment equal to his current monthly contribution forhealth coverage.          3. Decarie acknowledges that he has no further claim to any other items of compensation orbenefits not specifically described in paragraph 2. Decarie further acknowledges that he was nototherwise entitled to the payments and benefits described in paragraph 2, that they are beingprovided in exchange for his execution of this Agreement, and that they are conditioned upon hisgood-faith and diligent execution of his job responsibilities through July 1, 2005.          4. For the consideration expressed herein, Decarie hereby releases and discharges Lifecoreand its officers, employees, agents, insurers, representatives, shareholders, directors,
 

 
successors and/or assigns from all liability for damages or claims of any kind and agrees notto institute any action against Lifecore for any such claims including, but not limited to, anyclaims arising under or based upon the Minnesota Human Rights Act, Minn. Stat. §§ 363A.01etseq.; the Americans With Disabilities Act, 42 U.S.C. §§ 12101 etseq.; Title VII of the Civil Rights Act, 42 U.S.C. §§ 2000e etseq.; or theAge Discrimination in Employment Act, 29 U.S.C. §§ 621 etseq.; and any otherstatutory, contract, quasi contract, or tort claims, whether developed or undeveloped, arising fromor related to Decarie’s employment with Lifecore and/or the cessation of Decarie’s employment withLifecore. Decarie and Lifecore agree that, by signing this Agreement, Decarie does not waive anyclaims arising after the execution of this Agreement.          5. Decarie is hereby informed of his right to rescind this Agreement as far as it extends topotential claims under Minn. Stat. §§ 363A.01 etseq. by written notice to Lifecorewithin fifteen (15) calendar days following the execution of this Agreement. To be effective, suchwritten notice must either be delivered by hand or sent by certified mail, return receiptrequested, addressed to David M. Noel, Lifecore Biomedical, Inc., 3515 Lyman Boulevard, Chaska, MN55318-3051, delivered or post-marked within such fifteen (15) day period. Decarie understands thatLifecore will have no obligations under this Agreement in the event such notice is timelydelivered, and that any payments already made pursuant to paragraph 2 shall be immediately repaidto Lifecore.          6. Decarie is hereby informed of his right to revoke this Agreement as far as it extends topotential claims under the Age Discrimination in Employment Act, 29 U.S.C. §§ 621 etseq. by written notice to Lifecore within seven (7) calendar days following the executionof this Agreement. Decarie understands that Lifecore will have no obligations under this Agreementin the event such notice is timely delivered, and that any payments already made pursuant toparagraph 2 shall be immediately repaid to Lifecore.
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          7. Decarie is also hereby informed that the terms of this Agreement shall be open foracceptance for a period of twenty-one (21) days.          8. Decarie agrees that he will refrain from making any statements, whether written or oral,which are disparaging of Lifecore, its products, directors, officers, employees, agents, orrepresentatives. Lifecore agrees that it will refrain from making any statements, whether writtenor oral, which are disparaging of Decarie.          9. Decarie agrees to keep the terms of this Agreement completely confidential, and not todisclose any information concerning the terms of this Agreement to anyone, with the sole exceptionof his attorneys, tax advisors, and taxing authorities or as may otherwise be required by law.          10. Decarie represents and agrees that he has hereby been advised of his right to discuss anyand all aspects of this matter with an attorney, that the provisions set forth in this Agreementare written in language understandable to him, that he has carefully read and fully understands allof the provisions of this Agreement, and that he is voluntarily entering into this Agreement.          11. Decarie represents that he has not heretofore assigned or transferred, or purported toassign or transfer, to any person or entity, any claim against Lifecore, or any portion thereof orinterest therein.          12. Decarie represents and acknowledges that in executing this Agreement, he does not relyand has not relied upon any representation or statement made by Lifecore, or by any of its agents,representatives or attorneys, with regard to the subject matter, basis, or effect of thisAgreement or otherwise.
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          13. This Agreement shall be binding upon Decarie and upon his heirs, administrators,representatives, executors, successors and assigns, and shall inure to the benefit of Lifecore, andto its representatives, transferees, successors and assigns.          14. This Agreement is made and entered into in the State of Minnesota and shall in allrespects be interpreted, enforced, and governed by the laws of the State of Minnesota. Thelanguage of all parts of this Agreement shall in all cases be construed as a whole, according toits fair meaning, and not strictly for or against any of the parties.          15. Should any provision of this Agreement be declared to be or be determined by any court tobe illegal or invalid, the validity of the remaining parts, terms, or provisions shall not beaffected thereby and the said illegal or invalid part, term, or provision shall be deemed not to bea part of this Agreement.          16. This Agreement sets forth the entire agreement between the parties hereto, and it fullysupersedes any and all prior agreements or understandings between the parties hereto pertaining tothe subject matter hereof.     Dated: 5/10/05   /s/ ANDRE DECARIE               Andre Decarie     Dated: 4/29/05 Lifecore Biomedical, Inc.       By   /s/ DENNIS J. ALLINGHAM       Its President and CEO
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**EXHIBIT A****GENERAL RELEASE**     In exchange for the payment by Lifecore Biomedical, Inc. (“Lifecore”) to Andre Decarie(“Decarie”) with respect to this General Release (“Release”) in Section 2(b) of the SeparationAgreement (“Agreement”) entered into by and between Decarie and Lifecore, Decarie hereby fully andcompletely releases and waives any and all claims, complaints, causes of action and demands ofwhatever kind which he has or may have against Lifecore, its employees, agents, representatives,successors and assigns, arising from or relating to any conduct, action, decision or eventoccurring on or prior to the date of this Release. This release includes but is not limited to anyand all claims, complaints, causes of action or demands which he has or may have against theabove-referenced released parties relating in any way to Lifecore’s hiring of Decarie, Decarie’semployment with Lifecore, or the termination of Decarie’s employment with Lifecore, whether basedon or arising under the Minnesota Human Rights Act, Minn. Stat. §§ 363A.01, etseq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, etseq.; the Americans With Disabilities Act, 42 U.S.C. §§ 12101, et seq.; the AgeDiscrimination in Employment Act, 29 U.S.C. §§ 621,etseq.; or any other statutory,common law or equitable theories of recovery, including those in contract, quasi contract or tort,whether known or unknown, developed or undeveloped. It is understood and agreed that Decarie hasalready executed a release covering and discharging all claims that existed or may have existed atthe time he executed the Agreement. This Release covers and discharges only any claims that haveaccrued or may have accrued in the interim since Decarie’s execution of the Agreement.     **RIGHT TO RESCIND**. Decarie has a right to rescind this Release with respect topotential claims under the Minnesota Human Rights Act, Minn. Stat. §§ 363A.01, etseq., by providing written notice to Lifecore within fifteen (15) calendar days followinghis execution of this Release. To be effective, the rescission must be in writing and deliveredto Lifecore either by hand or by mail within the fifteen (15) day period. If delivered by mail, therescission must be: (1) postmarked within the fifteen (15) day period; (2) properly addressed toDavid M. Noel, Lifecore Biomedical, Inc., 3515 Lyman Boulevard, Chaska, MN 55318-3051; and (3) sentby certified mail, return receipt requested. In the event of such a rescission, all of Lifecore’sremaining obligations under the Agreement shall be null and void, but the termination of Decarie’semployment shall be unaffected.     Similarly, Decarie has a right to rescind this Release with respect to potential claims underthe Age Discrimination Act, 29 U.S.C. §§ 621, etseq., by providing written noticeto Lifecore within seven (7) calendar days following his execution of this Release. To beeffective, the rescission must be in writing and delivered to Lifecore either by hand or by mailwithin the seven (7) day period. If delivered by mail, the rescission must be: (1) postmarkedwithin the seven (7) day period; (2) properly addressed to David M. Noel, Lifecore Biomedical,Inc., 3515 Lyman Boulevard, Chaska, MN 55318-3051; and (3) sent by certified mail, return receiptrequested. In the event of such a rescission, all of Lifecore’s remaining obligations under theAgreement shall be null and void, but the termination of Decarie’s partnership shall be unaffected.
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     **ACKNOWLEDGMENT****.**Lifecore and Decarie acknowledge and agree that the terms of thisRelease shall be open for acceptance by Decarie for a period of twenty-one (21) days from the datehe first received a copy of this Release. Decarie hereby acknowledges and affirms that he has readthe foregoing Release and fully appreciates the meaning of the terms of this Release and theireffect, that he was advised to consult with an attorney prior to executing this Release, and thathe enters into this Release freely and voluntarily.            Andre Decarie  
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