Exhibit 10.3


 


Form of Restricted Share Award Agreement
for Non-Employee Directors


 


 


LIMONEIRA COMPANY

2022 OMNIBUS INCENTIVE PLAN


 


Award Agreement


 


THIS AWARD AGREEMENT
(the “Agreement”), dated _________________, is effective as of _______________ (the “Effective Date”),
between LIMONEIRA COMPANY, a Delaware corporation (“Limoneira”), and ___________________ , a non-employee member of
the board of directors of Limoneira (the “Participant”).


 


RECITALS:


 


Limoneira desires to carry
out the purposes of the Limoneira Company 2022 Omnibus Incentive Plan, as it may be amended and/or restated (the “Plan”),
by affording the Participant the Award opportunities, as hereinafter provided. Unless otherwise provided herein, capitalized terms in
this Agreement shall have the same definitions as set forth in the Plan.


 


In consideration of the foregoing,
of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows:


 


PART
I - Restricted Share Award


 


1.       Restricted
Share Award Summary.


 


	Grant Date:	 
	 	 
	Number of Restricted Shares:	
	 	 
	Vesting Requirement:	[DATE] as to _____________ Shares 


  


2.       Grant
of Restricted Shares.


 


(a)       Subject
to the terms of this Agreement and the Plan, Limoneira hereby grants the Participant an Award of Restricted Shares (the “Restricted
Share Award”) consisting the right to receive a number of whole shares (the “Shares”) of Limoneira common
stock, $0.01 par value per share (“Common Stock”), upon the lapsing of certain restrictions as provided in Part I,
Section 1 herein and elsewhere in this Agreement (as restricted, the “Restricted Shares”). The “Restriction
Period” is the period beginning on the Grant Date and ending on such date described in Part I, Sections 1 and 5 herein (the
lapse of restrictions on the Restricted Shares shall be referred to as “Vest,” “Vested,” and “Vesting,”
and the date Vesting occurs shall be referred to as a “Vesting Date”).


 






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3.       Stock
Legends. The Restricted Shares shall be represented by Common Stock certificate(s) registered in the Participant’s name,
or by shares designated for the Participant in book-entry form on the records of Limoneira’s transfer agent, subject to the restrictions
set forth in this Agreement. Any stock certificate, or direct registration system book-entry account, issued or established for the Restricted
Shares shall bear, in addition to applicable securities law legends, the following or similar legend:


 


“The transferability
of this certificate and the shares of Common Stock represented hereby are subject to the terms, conditions, and restrictions (including
forfeiture) contained in the Limoneira Company 2022 Omnibus Incentive Plan, as it may be amended and/or restated, and the Award Agreement
entered into between the registered owner and Limoneira Company. A copy of such Plan and Agreement is on file in the offices of Limoneira
Company, 1141 Cummings Road, Santa Paula, CA 93060, Attention: Compensation Committee.”


 


4.       Custody
of Restricted Shares. Any Common Stock certificates or book-entry shares evidencing such Restricted Shares shall be held in custody
by Limoneira or, if specified by the Committee, with a custodian or trustee, until the restrictions thereon set forth in this Agreement
shall have lapsed. The Participant agrees to deliver a stock power, duly endorsed in blank, relating to any such Restricted Shares in
certificate or book entry form.


 


5.       Vesting
of Restricted Share Award. The Committee has sole authority to determine whether and to what degree the Restricted Shares have
Vested and to interpret the terms and conditions of this Agreement and the Plan. The Restricted Share Award shall Vest as specified in
Part I, Section 1 herein.


 


6.       Forfeiture
of Award. If Participant’s service as a director terminates for any reason and the Restricted Shares have not Vested pursuant
to Part I, Sections 1 and 5, then the Restricted Shares, to the extent not Vested as of the Participant’s termination date, shall
be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Restricted Shares.
The Committee (or its designee, to the extent permitted under the Plan) shall have the sole discretion to determine if a Participant’s
rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for
the Participant’s termination of service. The Participant expressly acknowledges and agrees that, except as otherwise provided
herein, the termination of Participant’s service as a director shall result in forfeiture of the Restricted Shares to the extent
the Restricted Shares have not Vested as of the Participant’s termination date.


 


7.       Voting
and Dividend Rights; Distribution of Shares Following Lapse of Restrictions.


 


(a)       During
the period in which the restrictions provided herein are applicable to the Restricted Shares, the Participant shall have the right to
vote such Common Stock and to receive any cash dividends paid with respect to such Common Stock. Any dividend or distribution payable
with respect to such Common Stock that will be paid in Shares shall be subject to the same restrictions provided for herein on the Restricted
Shares. Any other dividend or distribution (other than cash or Common Stock) payable on the Restricted Shares, and any consideration receivable
for or in conversion of or exchange for the Restricted Shares, shall be subject to the terms and conditions of this Agreement or with
such modifications thereof as the Committee may provide in its sole discretion, subject to applicable law.


 






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(b)       Upon
the expiration of the restrictions on the Restricted Shares provided in this Agreement as to any portion of the Restricted Shares, Limoneira
in its sole discretion will either cause a new certificate(s) evidencing such amount of Common Stock to be delivered to the Participant
(or, in the case of the Participant’s death after Vesting, cause such certificate to be delivered to Participant’s legal representative,
beneficiary, or heir) or re-provide book-entry Shares designated for the Participant (or, in the case of the Participant’s death
after Vesting, provide book-entry Shares designated for Participant’s legal representative, beneficiary, or heir) on the records
of Limoneira’s transfer agent, in each case free of the restrictive legend set forth in Part 1, Section 3 of this Agreement; provided,
however, that Limoneira shall not be obligated to issue any fractional Shares of Common Stock in the event of Share certificates.


 


8.       Income
Reporting; Tax Matters; Fees.


 


(a)       During
the year of Vesting, Limoneira or its agent shall report all income as required by any governmental authority or law.


 


		(i)	In General. Limoneira has made no warranties or representations to the Participant with respect
to the tax consequences (including but not limited to income tax consequences) related to the Award or issuance, transfer, or disposition
of Restricted Shares (or any other benefit), and the Participant is in no manner relying on Limoneira or its representatives for an assessment
of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Restricted Shares
(including but not limited to the acquisition or disposition of the Restricted Shares) and that the Participant should consult a tax advisor
prior to such acquisition or disposition. The Participant acknowledges that the Participant has been advised that the Participant should
consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement
and the consequences thereof. The Participant also acknowledges that Limoneira has no responsibility to take or refrain from taking any
actions in order to achieve a certain tax result for the Participant.



 


		(ii)	Election Under Section 83(b) of the Code.



 


		(A)	The Participant understands that Section 83 of the Code generally taxes as ordinary income the fair market
value of the Shares as of the date on which the Shares are “substantially vested,” within the meaning of Code Section 83.
In this context, “substantially vested” means that the restrictions on such Shares (that have been issued) have lapsed and
the Restricted Shares are Vested. The Participant understands that the Participant may elect to have the Participant’s taxable income
determined at the time the Participant acquires the Restricted Shares, rather than when and as the restrictions on the Restricted Shares
lapse, by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the
Issue Date with respect to the Shares. The Participant understands that failure to make a timely filing under Code Section 83(b) will
result in the Participant’s recognition of ordinary income, as the restrictions on the applicable Shares lapse, on the fair market
value of the applicable Shares at the time such restrictions lapse. The Participant further understands, however, that if Shares, with
respect to which an election under Section 83(b) has been made, are forfeited, such forfeiture will be treated as a sale on which there
is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares over the amount
realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no payment upon
their forfeiture, the Participant understands that the Participant will be unable to recognize any loss on the forfeiture of the Restricted
Shares, even though the Participant incurred a tax liability by making an election under Code Section 83(b).



  


		(B)	The Participant understands that the Participant should consult with the Participant’s tax advisor
regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b). ANY ELECTION UNDER CODE SECTION
83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE ISSUE DATE. THIS TIME PERIOD CANNOT BE EXTENDED. THE
PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A CODE SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE
PARTICIPANT REQUESTS LIMONEIRA OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON THE PARTICIPANT’S BEHALF.



 


		(C)	The Participant will notify Limoneira in writing, in a form and manner prescribed by Limoneira, within
thirty (30) days if the Participant files an election pursuant to Section 83(b) of the Code.



 






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(b)       Fees. All
third party fees relating to the release, delivery, or transfer of the Restricted Shares shall be paid by the Participant or other recipient.
To the extent the Participant or other recipient is entitled to any cash payment from Limoneira or any of its Affiliates, the Participant
hereby authorizes the deduction of such fees from such payment(s) without further action or authorization of the Participant or other
recipient; and to the extent the Participant or other recipient is not entitled to any such payments, the Participant or other recipient
shall pay Limoneira or its designee an amount equal to such fees immediately upon the Vesting of the Restricted Shares.


 


PART
II - Provisions Applicable to Restricted Share Award


 


1.       Incorporation
of Plan. The rights and duties of Limoneira and the Participant under this Agreement shall in all respects be subject to and governed
by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions
in the Agreement and those of the Plan, the provisions of the Plan shall govern. The Participant acknowledges receipt of the Plan by executing
this Agreement.


 


2.       Nontransferability.
The Restricted Shares shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws
of intestate succession until the Restricted Shares become Vested. The designation of a beneficiary in accordance with Plan procedures
does not constitute a prohibited transfer.


 


3.       Amendment
and Termination; Waiver. Except as permitted by the Plan, and subject to the terms of the Plan, this Agreement may be amended
or terminated only by the written agreement of the parties hereto. The waiver by Limoneira or an Affiliate of a breach of any provision
of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding
the foregoing, the Committee shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to reduce
any Award or to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to federal
securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.


 


4.       
Tax Matters. In general, Limoneira and its Affiliates have made no warranties or representations to the Participant with respect
to the tax consequences (including but not limited to income tax consequences) related to the Award. The Participant also acknowledges
that Limoneira and its Affiliates have no responsibility to take or refrain from taking any actions in order to achieve a certain tax
result for the Participant.


 


5.       Notices.
Any and all notices under this Agreement shall be in writing and sent by hand delivery or by certified or registered mail (return receipt
requested and first-class postage prepaid), in the case of Limoneira, to its Committee, 1141 Cummings Road, Santa Paula, CA 93060, and
in the case of the Participant, to the last known address of the Participant as reflected in Limoneira’s records.


 


6.       Successors
and Assigns  Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to
the benefit of the Participant and the Participant’s executors, administrators, and beneficiaries and Limoneira and its successors
and assigns.


 






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7.       Counterparts;
Further Instruments.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and
to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.


 


8.       Compliance
with Laws; Restrictions on Awards and Shares. Limoneira may impose such restrictions on the Awards and the shares or other benefits
underlying the Awards as it may deem advisable, including without limitation restrictions under the federal securities laws, federal tax
laws, the requirements of any stock exchange, or similar organization and any blue sky, state, or foreign securities laws applicable to
such Awards or shares. Notwithstanding any other provision in the Plan or this Agreement to the contrary, Limoneira shall not be obligated
to issue, deliver, or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action,
unless such delivery, distribution, or action is in compliance with all applicable laws, rules, and regulations (including but not limited
to the requirements of the Securities Act of 1933, as amended). Limoneira may cause a restrictive legend or legends to be placed on any
certificate for Shares issued pursuant to the Restricted Shares (or other evidence of Common Stock ownership, including, without limitation,
a direct registration system book-entry account) in such form as may be prescribed from time to time by applicable laws and regulations
or as may be advised by legal counsel.


 


[Signature Page to Follow]


 


 




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IN WITNESS WHEREOF,
this Agreement has been executed on the dates indicated below on behalf of Limoneira and by the Participant effective as of the day and
year first above written.


 





	 	LIMONEIRA COMPANY
	 	 	 
	 	By:	 
	 	Title:	 
	 	Date:	 
	 	 	 
	 	PARTICIPANT
	 	 	 
	 	By:	 





	 	Print Name:	 





	 	Date:	 





	 	Address:	 


 


 


 



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