EX-10.1






Exhibit 10.1




FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT




This First Amendment to the Executive Employment Agreement (this “Amendment”) is
entered into as of December 10, 2009 (the “Effective Date”), by and between Landec
Corporation (the “Company”) and Gary T. Steele (the “Executive”). Landec
Corporation, and Gary T. Steele may each be referred to herein individually as a “Party”
and collectively as the “Parties.” Capitalized terms used herein, not otherwise defined,
have the meanings given them in the Agreement (as defined below).



WHEREAS, the Executive and the Company entered into an Executive Employment Agreement
effective as of January 1, 2009 (the “Agreement”); and



WHEREAS, the Parties now wish to modify the terms of the Agreement as set forth below.



NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is
hereby agreed by and between the parties hereto as follows:




	1.	 	Amendment to the Agreement.






	 	1.1.	 	Amendment to Section 4(a). Section 4(a) of the Agreement is hereby amended and
restated in its entirety to read as follows:





“(a) Salary



In consideration of services to be rendered by Executive to the Company,
Executive shall be paid an annual base salary as follows:



(i) For the period commencing January 1, 2009, through December 31,
2009 (the “2009 Employment Year”), Executive shall be paid $375,000.00;



(ii) For the period commencing January 1, 2010, through December 31,
2010, Executive shall be paid $375,000.00; and



(iii) For the period commencing January 1, 2011, through the end of the
Term of this Agreement, Executive shall be paid $450,000.00 per year.



The annual base salary that is then in effect (the “Base Salary”) will be
earned and paid in equal semi-monthly installments, less any deductions
required by law, pursuant to procedures regularly established by the
Company. Executive’s Base Salary will be subject to review by the
Compensation Committee of the Board (the “Committee”) not less than
annually, and adjustments can be made at the discretion of the Committee.”



Exhibit 10.1





	2.	 	Miscellaneous Terms.






	 	2.1.	 	Confirmation of Agreement. Except as modified hereby, the Agreement
shall remain in effect in accordance with its terms.






	 	2.2.	 	Descriptive Headings. The descriptive headings of this Amendment are
for convenience only and will be of no force or effect in construing or
interpreting any of the provisions of this Amendment.






	 	2.3.	 	Entire Agreement. This Amendment and the Agreement as amended hereby
constitute and contain the complete, final and exclusive understanding and
agreement of the Parties and cancel and supersede any and all prior negotiations,
correspondence, understandings and agreements, whether oral or written, among the
Parties respecting the subject matter hereof and thereof.






	 	2.4.	 	Severability. If any clause or portion thereof in this Amendment is
for any reason held to be invalid, illegal or unenforceable, the same will not
affect any other portion of this Amendment, as it is the intent of the Parties that
this Amendment, and the Agreement as amended hereby, will be construed in such
fashion as to maintain their existence, validity and enforceability to the greatest
extent possible. In any such event, this Amendment, and the Agreement as amended
hereby, will be construed as if such clause of portion thereof had never been
contained therein, and there will be deemed substituted therefore such provision as
will most nearly carry out the intent of the Parties as expressed in this
Amendment, and the Agreement as amended hereby, to the fullest extent permitted by
applicable law.






	 	2.5.	 	Further Actions. Each Party agrees to execute, acknowledge and deliver
such further instruments, and to do all such other acts, as may be necessary or
appropriate in order to carry out the purposes and intent of this Amendment.






	 	2.6.	 	Counterparts. This Amendment may be executed in any number of
counterparts (including by facsimile or electronic transmission), each of which
need not contain the signature of more than one Party, but all such counterparts
taken together will constitute one and the same agreement.





[Signature page follows.]









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Exhibit 10.1




IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly
authorized representatives as of the date first set forth above.



COMPANY:



LANDEC CORPORATION



By: /s/Richard S. Schneider

Richard S. Schneider

Director and Chairman of the Compensation Committee




By: /s/Stephen E. Halprin

Stephen E. Halprin

Lead Independent Director




EXECUTIVE:



GARY T. STEELE



/s/Gary T. Steele




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