EX-10.26






EXECUTIVE EMPLOYMENT AGREEMENT




This Executive Employment Agreement (this “Agreement”) is effective as of January 1, 2009, by
and between Landec Corporation (the “Company”) and Gary T. Steele (the “Executive”).



WHEREAS, as of January 1, 2006, Executive and the Company entered into an employment agreement
(the “Second Employment Agreement”); and



WHEREAS, Executive and the Company wish to replace the Second Employment Agreement (which
expires on December 31, 2008) with this Agreement;



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. POSITION AND DUTIES



(a) Position



Executive will continue in his present positions of President, Chief Executive Officer (“CEO”) and
Chairman of the Board (“COB”) of the Company during the Term (as defined below) of his employment
under this Agreement. The prior sentence notwithstanding, the Board of Directors (the “Board”) may
designate another Director as the COB, at the Board’s sole discretion, without violating this
Agreement. As President, CEO and COB, Executive reports to the Board and will assist the Board in
developing and implementing the Company’s ongoing business strategy and objectives. Executive
shall have such duties, authority and responsibilities that are commensurate with his being the
Company’s most senior executive officer, including, but not limited to, being responsible for the
general management and operation of the Company, and such additional powers and duties as are
prescribed from time to time by the Board.



(b) Obligations



During the term of his employment, Executive will devote Executive’s full business efforts and time
to the Company. For the duration of his employment, Executive agrees not to actively engage in any
other employment, occupation or consulting activity for any direct or indirect remuneration without
the prior approval of the Board, except Executive may, without approval of the Board, serve in any
capacity with any civil, educational or charitable organization (“Outside Activity”), provided such
services do not interfere with Executive’s obligations to the Company. In the event that the Board
believes Executive’s Outside Activity interferes with Executive’s obligations to the Company, the
Board shall inform Executive of such interference, and Executive shall have thirty (30) days to
cease such Outside Activity.



2. TERM OF EMPLOYMENT



This Agreement covers the Executive’s employment with the Company from January 1, 2009 through
December 31, 2011 (the “Term”), at which point it will expire unless renewed or extended by the
written consent of both parties.



3. LOCATION



Executive will be based at the Company’s executive offices in Menlo Park, California or elsewhere
as may be designated from time to time by the Company. The Executive will be expected to travel to
the Company’s offices at other locations as needed for the performance of his duties and
responsibilities.



4. COMPENSATION, BENEFITS AND PERQUISITES



(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; and



(ii) For the period commencing January 1, 2010, 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.



(b) Annual Incentive Compensation



Executive will continue to participate in the Company’s annual cash bonus plan as it may be
modified from time to time (the “Incentive Plan”). Under the terms of the current Incentive Plan
for fiscal year 2009, Executive’s annual bonus (which may not exceed 100% of Executive’s Base
Salary at the beginning of the fiscal year) is based upon attainment of pre-determined goals
mutually established by the Company and Executive. Actual bonus(es) payable will be determined and
paid pursuant to the terms of the Incentive Plan. The Company reserves the right to modify, amend
or discontinue the Incentive Plan at any time, subject to the provisions of Section 5(e)(iv) below.



(c) Long Term Incentive Compensation



Executive shall be eligible for grants of equity interests in the Company (“Compensatory Equity”)
at such times and in such amounts as determined by the Committee. All future grants of
Compensatory Equity (and the issuance of any underlying shares) to Executive shall be: (i) issued
pursuant to the 2005 Stock Incentive Plan (or any applicable stockholder-approved successor plan)
(the “Plan”) and (ii) issued pursuant to an effective registration statement filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended. Executive may
elect to establish a trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of
1934 for any of his shares of common stock of the Company, provided, however, that such trading
plan must comply with all of the requirements for the safe harbor under Rule 10b5-1 and must be
approved in accordance with any Rule 10b5-1 Trading Plan Policy of the Company then in effect.



(d) Benefits



Executive will participate in the Company’s standard medical, life, accident, disability and
retirement plans provided to its eligible employees on no less favorable terms than for other
Company executives, subject in each case to the generally applicable terms and conditions of the
plan or arrangement in question and to the determinations of any person or committee administering
such plan or arrangement. In addition, so long as Executive is an employee of the Company, the
Company will pay the annual premium on the additional disability plan in which Executive currently
participates.



(e) Vacation



Executive shall accrue Company paid vacation in accordance with the Company’s policies and
procedures, as may be amended from time to time and which currently provides for five weeks of
vacation per year.



(f) Expenses



The Company will reimburse Executive for travel, lodging, entertainment and other reasonable
business expenses incurred by him in the performance of his duties in accordance with the Company’s
general policies, as may be amended from time to time.



5. TERMINATION OF EMPLOYMENT



(a) By Death or Disability



Executive’s employment will terminate automatically upon the death of Executive or when Executive
begins to receive benefits under the Company’s Long Term Disability Plan. In such cases, the
Company shall pay Executive (in the case of long term disability) or his estate or a person who
acquired the right to receive such payments by bequest or inheritance (in the case of death):




(i) any earned, but unpaid, Base Salary to which Executive is entitled through the date of
termination;




(ii) a prorated lump sum payment based upon the following formula: Y times $68.50, where “Y”
equals the number of days that have passed from January 1, 2009 until the date of termination,
which shall be paid within ten (10) business days following the date of termination, provided that
Executive’s death or disability occurs during the 2009 Employment Year1; and




(iii) Executive’s annual incentive award, if any, to which he is entitled under the Incentive
Plan (disregarding any requirement that he be employed through the end of the determination period
or on the date the payment is made), pro rated through the date of termination.



Upon payment of such amounts, the Company’s obligations under this Agreement will then cease.



(b) By Company for Cause



The Company may terminate, without liability, Executive’s employment for Cause (as defined below)
at any time and without notice. The Company will pay Executive any earned, but unpaid Base Salary
to which he is entitled through the date of termination and thereafter the Company’s obligations
under this Agreement will then cease. Executive will not be entitled to any annual incentive award
under the Incentive Plan for the year in which termination occurs, unless permitted under the then
current Incentive Plan.



Termination shall be for “Cause” if Executive:



(i) willfully breaches significant and material duties he is required to perform;



(ii) commits a material act of fraud, dishonesty, misrepresentation or other act of moral
turpitude;



(iii) is convicted of a felony or another crime which is materially injurious to the
reputation of the Company;



(iv) exhibits gross negligence in the course of his employment;



(v) is ordered removed by a regulatory or other governmental agency pursuant to applicable
law; or



(vi) fails to obey a lawful direction from the Board.



(c) By Company Without Cause



The Company may terminate Executive’s employment and this Agreement, at any time, for any reason,
without Cause.



If Executive’s employment is terminated by the Company without Cause and not in connection with a
“Change of Control” as described in Section 6(a) below, the Company shall:




(1) pay Executive (in a single lump-sum payment) any earned, but unpaid, Base
Salary to which he is entitled through the date of termination;




(2) pay Executive an amount equal to 100% of the Base Salary over the 12-month
period immediately following the date of termination (such amount to be paid in
equal installments on the Company’s regularly scheduled payroll dates);




(3) pay Executive a prorated lump sum payment based upon the following formula:
Y times $68.50, where “Y” equals the number of days that have passed from January 1,
2009 until the date of termination, which shall be paid within ten (10) business
days following the date of termination, provided that Executive’s termination occurs
during the 2009 Employment Year;




(4) if Executive elects to continue his health coverage either pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or through an
individual policy with any insurance carrier (not including health coverage obtained
in connection with any new employment) following the termination of his employment
(it being understood that, if Executive elects health coverage under COBRA such
coverage may only continue for the maximum period permitted under COBRA or any
applicable state law and thereafter health coverage must be received through an
individual policy with an insurance carrier), pay Executive’s monthly premium for
such coverage directly to the applicable insurance carrier (including any premium
for coverage of Executive’s spouse) until the earliest of the date Executive attains
age 65, or the date when Executive commences receiving substantially equivalent
health insurance coverage in connection with new employment;




(5) continue to provide secretarial support to Executive free of charge for the
six-month period beginning on the date of termination;




(6) cause such number of shares subject to any unvested stock options and such
number of shares of restricted stock, restricted stock units or other awards made
under the Plan as would have vested over the one-year period beginning on the date
of termination to vest as of the date of Executive’s termination ; and




(7) pay Executive his annual incentive award, if any, to which he is entitled
under the Incentive Plan (disregarding any requirement that he be employed through
the end of the determination period or on the date the payment is made), pro-rated
through the date of termination.



After payment of the termination benefits described in this Section 5(c), the Company’s obligations
under this Agreement will cease.



(d) Voluntary Termination



Executive may terminate his employment at any time by giving the Company three (3) months’ advanced
written notice of such termination. In this event, the Company will pay any earned, but unpaid,
Base Salary to which Executive is entitled through the date of termination, and the Company’s
obligations under this Agreement will then cease. The Executive will not be entitled to any annual
incentive award under the Incentive Plan for the year in which he terminates his employment.



(e) Termination for “Good Reason”



Executive may also terminate his employment for “Good Reason” upon the occurrence of any one of the
following events, provided that the Good Reason Payout Trigger (as defined below) is met:



(i) any assignment to the Executive of duties other than those contemplated by this Agreement
or typically assumed by a President and CEO, or which represent a material reduction in the scope
and authority of Executive’s position, except that the designation of another Director as Chairman
of the Board shall not constitute “Good Reason”;



(ii) a Company required relocation of Executive’s principal place of work which is not agreed
to by Executive and which requires an increase in Executive’s normal commute of more than 35 miles,
unless such relocation results from the relocation of the Company’s executive offices;



(iii) any reduction in Base Salary which is not agreed to by Executive; or



(iv) at such time as the Incentive Plan is approved with respect to any fiscal year, the
maximum bonus payable to Executive under such Incentive Plan shall be determined to be an amount
which is less than 50% of the Base Salary of Executive.



For the Executive to receive the benefits under this Section 5(e) or Section 6(b) as a result
of a termination for Good Reason, all of the following requirements must be satisfied (the
satisfaction of such conditions, the “Good Reason Payout Trigger”): (1) Executive must provide
notice to the Company of his intent to assert Good Reason for termination within 30 days of the
initial existence of one or more of the conditions set forth in clauses (i) through (iv) above;
(2) the Company must fail within 30 days (the “Cure Period”) from the date of such notice to remedy
such conditions; and (3) if such conditions are not remedied, Executive must resign within 20 days
after the end of the Cure Period. If the Company remedies such conditions within the Cure Period,
the Executive may withdraw his proposed termination or may resign with no benefits under the
voluntary separation provision of Section 5(d) above.



If Executive terminates his employment for “Good Reason” other than in connection with a
“Change of Control” as described in Section 6(b) below and the Good Reason Payout Trigger has been
met, Company shall:




(1) pay Executive (in a single lump-sum payment) any earned, but unpaid, Base
Salary to which he is entitled through the date of termination;




(2) pay Executive an amount equal to 100% of the Base Salary over the 12-month
period immediately following the date of termination (or, if higher, at the rate
prior to a reduction referred to in clause (iii) above) (such amount to be paid in
equal installments on the Company’s regularly scheduled payroll dates);




(3) pay Executive based upon the following formula: Y times $68.50, where “Y”
equals the number of days that have passed from January 1, 2009 until the date of
termination, which shall be paid within ten (10) business days following the date of
termination, provided that Executive’s termination occurs during the 2009 Employment
Year;




(4) if Executive elects to continue his health coverage either pursuant to
COBRA or through an individual policy with any insurance carrier (not including
health coverage obtained in connection with any new employment) following the
termination of his employment (it being understood that, if Executive elects
coverage under COBRA such coverage may only continue for the maximum period
permitted under COBRA or any applicable state law and thereafter health coverage
must be received through an individual policy with an insurance carrier), pay
Executive’s monthly premium for such coverage directly to the applicable insurance
carrier (including any premium for coverage of Executive’s spouse) until the
earliest of the date Executive attains age 65, or the date when Executive commences
receiving substantially equivalent health insurance coverage in connection with new
employment;




(5) continue to provide secretarial support to Executive free of charge for the
six-month period beginning on the date of termination;




(6) cause such number of shares subject to any unvested stock options and such
number of shares of restricted stock, restricted stock units or other awards made
under the Plan as would have vested over the one-year period beginning on the date
of termination to vest as of the date of Executive’s termination; and




(7) pay Executive his annual incentive award, if any, to which he is entitled
under the Incentive Plan (disregarding any requirement that he be employed through
the end of the determination period or on the date the payment is made), pro-rated
through the date of termination.



After payment of the termination benefits described in this Section 5(e), the Company’s obligations
under this Agreement shall cease.



(f) Termination Obligations



Executive acknowledges and agrees that all personal property and equipment furnished to or prepared
by Executive in the course of or incident to his employment belong to the Company and shall be
promptly returned to the Company upon termination of employment; provided that if Executive’s
employment is terminated pursuant to Sections 5(c), 5(e) or 6, Executive will be allowed to retain
his Company laptop computer after the Company removes any and all confidential and proprietary
information belonging to the Company. Executive further acknowledges and agrees that all
confidential materials and documents, whether written or contained in computer files, diskettes or
any other media, remain the property of the Company and shall be promptly returned to the Company
upon termination of employment, to the extent reasonably practicable for Executive to do so.



6. CHANGE OF CONTROL



A “Change of Control” is defined as the occurrence of one or more of the following events:



(i) a report on Schedule 13D is filed with the Securities and Exchange Commission pursuant to
Section 13(d) of the Securities Exchange Act of 1934 disclosing that any person other than the
Company, a subsidiary of the Company, or any employee benefits plan sponsored by the Company, is
the beneficial owner of 50% or more of the combined voting power of the then-outstanding securities
of the Company;



(ii) any person purchases securities pursuant to a tender or exchange offer, which, upon the
consummation thereof, results in beneficial ownership of 50% or more of the voting power of the
then-outstanding securities of the Company;



(iii) the stockholders of the Company approve a consolidation or merger of the Company in
which the Company is not the surviving corporation, or the Company’s shares are converted to cash,
securities or other property, or all or substantially all of the assets of the Company are sold,
leased, exchanged or transferred; or,



(iv) a majority of the members of the Company’s Board of Directors change within a 24 month
period unless the election or nomination for election of such Directors shall have been approved by
a majority of the Directors still in office who were also Directors at the beginning of such 24
month period.



(a) By Company Without Cause Following a Change of Control



If, within a period of two (2) years subsequent to a Change of Control, Executive is terminated by
the Company without Cause, the Company shall:




(1) pay Executive (in a single lump-sum payment) any earned, but unpaid, Base
Salary to which he is entitled through the date of termination;




(2) pay Executive an amount equal to 150% of the Base Salary over the 18-month
period immediately following the date of termination (such amount to be paid in
equal installments on the Company’s regularly scheduled payroll dates);




(3) pay Executive a prorated lump sum payment based upon the following formula:
Y times $68.50, where “Y” equal the number of days that have passed from January 1,
2009 until the date of termination, which shall be paid within ten (10) business
days following the date of termination, provided that Executive’s termination occurs
during the 2009 Employment Year;




(4) if Executive elects to continue his health coverage either pursuant to
COBRA or through an individual policy with any insurance carrier (not including
health coverage obtained in connection with any new employment) following the
termination of his employment (it being understood that, if Executive elects health
coverage under COBRA such coverage may only continue for the maximum period
permitted under COBRA or any applicable state law and thereafter health coverage
must be received through an individual policy with an insurance carrier), pay
Executive’s monthly premium for such coverage directly to the applicable insurance
carrier (including any premium for coverage of Executive’s spouse) until the
earliest of the date Executive attains age 65, or the date when Executive commences
receiving substantially equivalent health insurance coverage in connection with new
employment;




(5) continue to provide secretarial support to Executive free of charge for the
six-month period beginning on the date of termination; and




(6) pay Executive his annual incentive award, if any, to which he is entitled
under the Incentive Plan (disregarding any requirement that he be employed through
the end of the determination period or on the date the payment is made), pro-rated
through the date of termination.



After payment of the termination benefits described in this Section 6(a), the Company’s obligations
under this Agreement shall cease.



(b) Termination for “Good Reason” Following a Change of Control



If, within a period of two (2) years subsequent to a Change of Control, Executive terminates his
employment for “Good Reason” (as defined in Section 5(e) above), the Company shall retain Executive
as a consultant to be available to render consulting services for two (2) years following the date
of termination (the “Consulting Period”), for up to ten (10) hours each month (and the Company
shall pay Executive any out-of-pocket expenses necessary for Executive’s consulting activities for
the Company, and will reimburse Executive against receipts and vouchers therefor in accordance with
the Company’s policies in force from time to time);



If Executive terminates his employment for “Good Reason” within a period of two (2) years following
a Change of Control, and the Good Reason Payout Trigger has been met, subject to Executive’s making
himself available to render consulting services during the Consulting Period and, regardless of
whether or not Executive is actually called upon to render any services during such period, the
Company shall:




(1) pay Executive (in a single lump-sum payment) any earned, but
unpaid, Base Salary to which he is entitled through the date of termination;




(2) pay Executive an amount equal to 150% of the Base Salary over the
18-month period immediately following the date of termination (such amount
to be paid in equal installments on the Company’s regularly scheduled
payroll dates);




(3) pay Executive a prorated lump sum payment based upon the following
formula: Y times $68.50, where “Y” equal the number of days that have passed
from January 1, 2009 until the date of termination, which shall be paid
within ten (10) business days following the date of termination, provided
that Executive’s termination occurs during the 2009 Employment Year;




(4) if Executive elects to continue his health coverage either pursuant
to COBRA or through an individual policy with any insurance carrier (not
including health coverage obtained in connection with any new employment)
following the termination of his employment (it being understood that, if
Executive elects coverage under COBRA such coverage may only continue for
the maximum period permitted under COBRA or any applicable state law and
thereafter health coverage must be received through an individual policy
with an insurance carrier), pay Executive’s monthly premium for such
coverage directly to the applicable insurance carrier (including any premium
for coverage of Executive’s spouse) until the earliest of the date Executive
attains age 65, or the date when Executive commences receiving substantially
equivalent health insurance coverage in connection with new employment;




(5) continue to provide secretarial support to Executive free of charge
for the six-month period beginning on the date of termination;




(6) pay Executive his annual incentive award, if any, to which he is
entitled under the Incentive Plan (disregarding any requirement that he be
employed through the end of the determination period or on the date the
payment is made), pro-rated through the date of termination.;



After payment of the termination benefits described in this Section 6(b), the Company’s obligations
under this Agreement shall cease.



(c) Acceleration Upon a Change of Control



Upon the occurrence of a Change of Control, all of Executive’s shares subject to any unvested stock
options and all shares of restricted stock, restricted stock units or other awards made under the
Plan to Executive shall immediately vest and become exercisable.



7. PARACHUTE PAYMENTS AND SECTION 409A



(a) Best After-Tax Result



If Executive becomes entitled to any payment or benefit from the Company or otherwise pursuant to a
Change of Control (the “Payments”) that would (a) constitute a “parachute payment” within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but
for this Section, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then the aggregate value of such Payments shall be equal to the Reduced Amount. The
“Reduced Amount” shall be either (x) the Payments reduced to the extent necessary to ensure that no
portion of the Payments will be subject to the Excise Tax, or (y) the full amount of the Payments;
whichever amount, after taking into account all applicable taxes, including, federal, state and
local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable
marginal rate, after taking into account the deductibility of state income taxes against federal
income taxes to the extent allowable), results in Executive’s receipt, on an after-tax basis, of
the greater amount.



(b) Order of Reduction of Parachute Payments



If a reduction in payments or benefits constituting “parachute payments” is necessary so that the
aggregate value of the Payments equals the Reduced Amount, reduction shall occur in the following
order: (a) reduction of cash payments; (b) cancellation of accelerated vesting under Section 6(c);
and (c) reduction of other employee benefits provided herein. In the event that accelerated
vesting under Section 6(c) is to be reduced, such acceleration of vesting shall be cancelled in the
reverse order of the date of grant of the equity awards (i.e., acceleration of vesting for the
earliest granted equity awards shall be cancelled last) unless Executive elects in writing a
different order for cancellation.



(c) Calculations



Unless Executive and the Company agree otherwise in writing, the determination of the calculations
required under this Section 7 will be made in writing by the independent auditors who are primarily
used by the Company immediately prior to the Change of Control (the “Accountants”). For purposes
of making the calculations required by this Section 7, the Accountants may make reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive
and the Company agree to furnish such information and documents as the Accountants may reasonable
request in order to make a determination under this Section 7. The Company will bear all costs the
Accountants may reasonably incur in connection with any calculations contemplated by this Section
7.



(d) Compliance with Section 409A



The payments and entitlements provided for under this Agreement are intended to qualify for the
short-term deferral exception to Section 409A of the Code as described in Treasury Regulation
Section 1.409A-1(b)(4) to the maximum extent possible, and to the extent they do not so qualify,
they are intended to qualify for the involuntary separation pay plan exception to Section 409A of
the Code as described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the maximum extent
possible. The amounts paid pursuant to this Agreement shall be paid, consistent with Treasury
Regulation Section 1.409A-1(b)(9)(iii)(B), no later than the last day of the second taxable year of
the Executive following the taxable year of the Executive in which the “separation from service”
(as such term is defined in Section 409A of the Code) occurs. For these purposes each payment
described herein shall be considered a separate payment.



Notwithstanding anything to the contrary in this Agreement, if any payment or entitlement provided
for in this Agreement constitutes a “deferral of compensation” (as such term is defined in
Section 409A of the Code) (e.g., because such payment would be in excess of the payments described
in the immediately preceding paragraph) within the meaning of Section 409A of the Code and cannot
be paid or provided in the manner provided herein without subjecting Executive to additional tax,
interest or penalties under Section 409A of the Code as a result of the operation of Section
409A(a)(2)(B)(i) of the Code or Treasury Regulation Section 1.409A-3(i)(2), then any such payment
and/or entitlement which would, but for the operation of this Section 7(d), be payable during the
first six months following Executive’s “separation from service” shall be paid or provided to
Executive instead in a lump sum on the first day of the seventh month following the date of the
Executive’s “separation from service.”



8. RELEASE



It shall be a condition to the payment by the Company of the severance benefits payable to
Executive under Section 5(c), 5(e), 5(f) or 6 that Executive signs a general release of all claims
in substantially the form set forth in Exhibit A hereto and allows the release to become
effective. No severance benefits will be paid unless and until the release becomes effective.



9. SOLICITATION OF EMPLOYEES, CONSULTANTS AND OTHER PARTIES



Executive agrees that during the term of this Agreement, and for a period of two (2) years
thereafter, Executive shall not either directly or indirectly solicit, induce or recruit any of the
Company’s employees or consultants to terminate their relationship with the Company, or attempt to
solicit, induce or recruit employees or consultants of the Company, either for Executive or for any
other person or entity. Further, for a period of two (2) years following termination of this
Agreement, Executive shall not solicit any licensor to or customer of the Company or licensee of
the Company’s products, in each case, that are known to Executive, with respect to any business,
products or services that are directly competitive to the products or services offered by the
Company or that are under development as of the date of such termination.



10. POST EMPLOYMENT ACTIVITIES



If the Company retains Executive as a consultant pursuant to Section 6(b) above, then for so long
as the Company retains Executive as a consultant, Executive will not, absent the Company’s prior
written approval, directly or indirectly engage in activities nor render services to any firm or
business organization which directly competes with the Company in any line of business engaged in
(or then imminently planned to be engaged in) by the Company, whether now existing or hereafter
established, nor shall Executive engage in such activities nor render such services to any other
person or entity engaged in or about to become engaged in such activities to, for or on behalf of
any such firm or business organization.



11. CONFIDENTIAL INFORMATION



Executive agrees at all times during the term of this Agreement and thereafter, to hold in
strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any
person, firm, corporation or other entity without written authorization of the Board, any
Confidential Information of the Company and agrees to abide by the terms of his Confidential
Information and Invention Assignment Agreement with the Company. Executive understands that
“Confidential Information” means any Company proprietary information, technical data, trade secrets
or know-how, including, but not limited to, research, product plans, products, services, supplies,
customer lists, prices and costs, markets, software, developments, inventions, laboratory
notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration
information, marketing, licenses, finances, budgets or other business information disclosed to
Executive by the Company either directly or indirectly in writing, orally or by drawings or
observation of parts or equipment or created by Executive during the term of this Agreement.
Executive understands that “Confidential Information” includes, but is not limited to, information
pertaining to any aspects of the Company’s business which is either information not known by actual
or potential competitors of the Company or is proprietary information of the Company or its
customers or suppliers, whether of a technical nature or otherwise. Executive further understands
that Confidential Information does not include any of the foregoing items which have become
publicly and widely known and made generally available through no wrongful act of Executive or of
others who were under confidentiality obligations as to the item or items involved.



12. ASSIGNMENT



Executive’s rights and obligations under this Agreement may not be assigned, and any attempted
assignment shall be null and void. The Company may assign this Agreement, but only to a successor
or affiliated organization.



13. NOTICES



All notices referred to in this Agreement shall be in writing and delivered to the Company at its
principal address, 3603 Haven Avenue, Menlo Park, CA 94025-1010, or to Executive at his home
address.



14. ENTIRE AGREEMENT



The terms of this Agreement are intended by the parties to be the final expression of their
agreement with respect to the employment of Executive by the Company and may not be contradicted by
evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement
shall constitute the complete and exclusive statement of its terms, and that no extrinsic evidence
whatsoever may be introduced in any judicial, administrative or other legal proceeding involving
this Agreement.



15. AMENDMENTS AND WAIVERS



This Agreement may not be modified, amended or terminated except in writing, signed by Executive
and by a duly authorized representative of the Company other than Executive. No failure to
exercise and no delay in exercising any right, remedy or power hereunder shall operate as a waiver
thereof.



16. SEVERABILITY AND ENFORCEMENT



If any provision of this Agreement shall be held by a court of competent jurisdiction to be
invalid, unenforceable or void, the remainder of this Agreement shall remain in full force and
effect.



17. GOVERNING LAW



This Agreement shall be interpreted and construed in compliance with the laws of the state of
California, unless a superseding Federal law is applicable.



18. ARBITRATION



The Company and Executive agree that any and all disputes arising out of the terms of this
Agreement, Executive’s employment or Executive’s compensation and benefits, or their
interpretation, will be subject to binding arbitration in San Francisco, California before the
American Arbitration Association under its National Rules for the Resolution of Employment
Disputes. The Company and Executive agree that the prevailing party in any arbitration will be
entitled to enforce the arbitration award in a court of competent jurisdiction. The Company and
Executive hereby agree to waive their right to have any dispute between them resolved in a court of
law by a judge or jury. In the event of any litigation of any controversy or dispute arising out
of or in connection with this Agreement, its interpretations, its performance or the like, the
prevailing party shall be awarded reasonable attorneys’ fees and/or costs.



This Executive Employment Agreement was executed as of December 11, 2008.



COMPANY:



LANDEC CORPORATION



	 	 	 
	By:

	 	/s/Richard S. Schneider

Richard S. Schneider

Director and Chairman of the

Compensation Committee
	By:

	 	/s/Kenneth E. Jones

Kenneth E. Jones

Lead Independent Director






EXECUTIVE:



GARY T. STEELE



/s/Gary T. Steele


Date: December 11, 2008




	1	 	For avoidance of doubt and clarity of
purpose, this payment, and similar payments in Sections 5(c)(3), 5(e)(3),
6(a)(3), and 6(b)(3) below, are included herein in an effort to make Executive
whole for an offer of a higher salary commencing January 1, 2009, which was
made to Executive by the Company, but which Executive agreed not to take during
the 2009 Employment Year for the best interests of the Company.




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Exhibit A




Form of Release




I hereby confirm that at all times in the future I shall remain subject to the Company’s
confidential information and invention assignment agreement signed by me.



I acknowledge that I have read and understand Section 1542 of the California Civil Code which
I am informed reads as follows: “A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the release, which if known
by him must have materially affected his settlement with the debtor.” I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any jurisdiction of similar
effect with respect to my release of any claims I may have against the Company.



Except as otherwise set form in this Release, I hereby release, acquit and forever discharge
the Company, its parents and subsidiaries and all of their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys fees and costs, damages,
indemnities and obligations of every kind and nature, in law, equity or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for
indemnification I may have as a result of any third party action against me based on my conduct or
at any time up to and including the date I execute this Release, including, but not limited to: all
such claims and demands directly or indirectly arising out of or in any way connected with my
employment with the Company or the termination of that employment (except as stated below),
including but not limited to, claims of intentional and negligent infliction of emotional distress,
any and all tort claims for personal injury, claims or demands related to stock, stock options or
any other ownership interests in the Company, fringe benefits, or severance pay; claims pursuant to
any federal, state or local law or cause of action including, but not limited to, the Civil Rights
Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the
Employee Retirement Income Security Act of 1974, as amended; the Americans with Disabilities Act of
1990, the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful
discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied
covenant of good faith and fair dealing; provided, however, that nothing in this Release shall be
construed in any way to release the Company from (a) its post employment obligations under the
Executive Employment Agreement or (b) its obligation to indemnify me pursuant to the Company’s
indemnification obligation pursuant to agreement or applicable law.



I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have
under ADEA. I also acknowledge that the consideration given for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which I was already entitled. I
further acknowledge that I have been advised by this writing that: (A) my waiver and release do not
apply to any rights or claims that may arise on or after the date I execute this Release; (B) I
have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one
(21) days to consider this Release (although I may choose to voluntarily execute this Release
earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release;
and (E) this Release shall not be effective until the date upon which the revocation period has
expired, which shall be the eighth (8th) day after I execute this Release.



That if any provision of this Release is found to be unenforceable, it shall not affect the
enforceability of the remaining provisions and the court/arbitrator shall enforce all remaining
provisions to the extent permitted by law.




	 	 	Gary T. Steele






	 	 	/s/Gary T. Steele






	 	 	Date: December 11, 2008






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