Exhibit 10.4


 


LIMONEIRA COMPANY

2022 OMNIBUS INCENTIVE PLAN


 


Award Agreement


 


THIS AWARD AGREEMENT
(the “Agreement”) dated _____________, 202_, is effective as of November 1, 202_ (the “Effective Date”),
between LIMONEIRA COMPANY, a Delaware corporation (“Limoneira”), and ___________________ (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– Performance
Share-Based Award and Restricted Shares


 


1.      Performance Period. The Performance Period is Limoneira’s fiscal year beginning on November
1, 202_ and ending on October 31, 202_.


 


2.      Target Performance Share-Based Award. Subject to the terms of this Agreement and the Plan, Limoneira hereby grants the
Participant the opportunity to earn a percentage of the Participant’s annual base salary in effect on December 31, 202_ payable
in Shares in accordance with the terms of this Agreement with the Fair Market Value of the Common Shares determined on the Issue Date
(as hereafter defined) (the “Target Performance Share-Based Award”).


 


3.      Performance Goals. The Target Performance Share-Based Award shall be subject to Limoneira’s achievement of the
following Performance Goal, namely, a “Revenue Goal” pursuant to which the revenue of Limoneira (“Revenue”)
for the Performance Period is at least ______ percent (__%) of Limoneira’s budgeted Revenue of ________ Dollars ($_______) for the
Performance Period (“Budgeted Revenue”).


 


4.      Determination of Actual Performance Share-Based Award. The actual Performance Share-Based Award, if any, earned by the
Participant under this Agreement, not in excess of the Target Performance Share-Based Award and based upon the attainment of the Performance
Goals during the Performance Period, is referred to herein as the “Performance Share-Based Award.” The Performance
Share-Based Award will be determined as follows, as determined by Limoneira’s Compensation Committee (“Committee”):


 






     

     


    


 


(a)      Determination by Committee. The Committee shall determine the Performance Share-Based Award during the ____ (__) days immediately
following the end of the Performance Period as follows.


 


		(i)	Revenue Goal: up to ____ percent (__ %) if at least _____ percent (__%) but less than ____ percent (__%)
of the Revenue Goal is achieved; up to __ percent (__%) if the Revenue Goal is achieved; and up to ____ percent (__%) if the Revenue Goal
is at least ____ percent (___%). The specific attainment levels are set forth on Exhibit A.



 


		(ii)	A Performance Share-Based Award shall be subject to the discretion of the
Committee to eliminate or reduce the Target Performance Share-Based Award even if the Performance Goals are met.



 


(b)      Award Date; Issue Date. The date upon which the Committee makes its determination of the Performance Share-Based Award is referred
to herein as the “Award Date.” Shares of Common Shares equal to the Performance Share-Based Award shall be issued on
the “Issue Date” based upon the Fair Market Value of the Common Shares on the Issue Date. The Award Date and Issue
Date will occur on or after October 31, 202_, and on or before January 31, 202_; provided that no Participant shall have the right to
designate the calendar year in which the Committee makes its determination of the Performance Share-Based Award or the Issue Date.


 


5.      Stock Legends. The Performance Share-Based Award’s Shares shall be represented by Share 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 Part I, Sections 7 and 8 of this Agreement. Any stock certificate, or direct registration
system book-entry account, issued or established for the Performance Share-Based Award’s Shares shall bear, in addition to applicable
securities law legends, the following or similar service-based legend:


 


“The transferability of
this certificate and the shares of Common Shares 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 Part I, Sections
7 and 8 of 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.”


 


6.      Custody of Shares. Any Share certificates or book-entry Shares evidencing such Performance Share-Based Award’s
Shares shall be held in custody by Limoneira or, if specified by the Committee, with a custodian or trustee, until the service-based restrictions
thereon set forth in Part I, Sections 7 and 8 of this Agreement shall have lapsed. The Participant agrees to deliver a stock power, duly
endorsed in blank, relating to any such Performance Share-Based Award’s Shares in certificate or book entry form.


 






    	 	2	 



     


    

 


7.      Service-Based Restrictions and Vesting. As of the Issue Date, the Performance Share-Based Award’s Shares shall
be subject to service-based restrictions, such that subject to the terms of the Plan and the Agreement, the Participant shall vest in
the Performance Share-Based Award’s Shares only so long as the Participant remains continuously employed with Limoneira or an Affiliate
through the dates listed below:


 


One-half (1/2) as of the first-year anniversary
of the Issue Date; and


the final one-half (1/2) as of the second-year
anniversary of the Issue Date.


 


Thus, the Performance Share-Based Award’s
Shares shall hereinafter be referred to as “Restricted Shares.” 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, including
whether to issue Shares vested as of the Issue Date, free of the restrictions referred to in Sections 7 and 8 of this Agreement.


 


8.      Termination of Employment; Forfeiture of Award.


 


(a)    Except as may be otherwise provided in Part I, Section 8(b) of this Agreement, in the event that the employment of the Participant
with Limoneira or an Affiliate is terminated by Limoneira or an Affiliate on or after the Issue Date, other than for Cause, any
unvested Restricted Shares shall become fully vested only in the sole discretion of Limoneira. If a Participant’s employment is
terminated by Limoneira or an Affiliate for Cause or a Participant at the Participant’s sole discretion terminates the Participant’s
employment with Limoneira or an Affiliate, and the Restricted Shares have not vested pursuant to Section 7 above, then the Restricted
Shares, to the extent not vested as of the Participant’s termination of employment 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 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 employment. The Participant expressly acknowledges and agrees that, except as otherwise provided herein, the termination of the
Participant’s employment shall result in forfeiture of the Restricted Shares to the extent the Restricted Shares have not vested
as of the Participant’s termination of employment date.


 


(b)     Notwithstanding the provisions of Section 8(a) above, the following provisions shall apply if any of the following shall occur
on or after the Issue Date but prior to the full Vesting of the Restricted Shares:


 


		(i)	Death. In the event the Participant remains in continuous employment with Limoneira or an Affiliate
from November 1, 202_ until the Participant’s death, the Restricted Shares shall not be forfeited, and any unvested Restricted Shares
shall immediately become fully vested as of the date of death.



 


		(ii)	Disability. In the event that the Participant remains in the continuous employment with Limoneira
or an Affiliate from November 1, 202_ until the date of the Participant’s termination of employment due to Disability, the Restricted
Shares shall not be forfeited and any unvested Restricted Shares shall immediately become fully vested on the date of the Participant’s
 “termination of employment” on account of Disability. For this purpose, “Disability” shall mean the Participant
is unable to engage in the Participant’s profession by reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. The Committee shall
certify Disability, after consultation with a qualified medical examiner, and shall determine a Participant’s date of termination
after considering the Participant’s position and all applicable laws.



 






    	 	3	 



     


    

 


		(iii)	Change of Control. In the event that the Participant incurs a termination of employment, other
than for Cause or at the Participant’s own discretion, within one (1) year following a Change of Control, the Restricted Shares
shall not be forfeited and any unvested Restricted Shares shall immediately become fully vested as of the date of termination of employment.



 


		(iv)	Retirement. In the event that the Participant has been in the continuous employment of Limoneira
or an Affiliate for a period of at least the five (5) years immediately preceding the Issue Date, and the Participant’s employment
is terminated due to retirement, and the Participant has reached normal retirement age of 65, the Restricted Shares shall not be forfeited
and any unvested Restricted Shares shall immediately become fully vested on the date of the Participant’s termination of employment
due to retirement.



 


		(v)	Specified Employees. In the event that Section 409A applies and any Restricted Shares would be
paid to a Participant upon a “separation from service” within the meaning of Section 409A, and no exemption or exclusion from
Section 409A shall apply, no Restricted Shares shall be released to any Participant who is a “specified employee” within the
meaning of Section 409A until the earlier of the first day of the seventh month after the month of such Participant’s separation
from service or the Participant’s death.



 


(c)     In the event the employment of the Participant with Limoneira or an Affiliate terminates prior to the Issue Date, the
Participant automatically forfeits all rights to the Award set forth in Part I of this Agreement.


 


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


 


(a)    After the Issue Date and during the period in which the restrictions provided herein are applicable to the Restricted Shares,
the Participant shall have the right to vote such Restricted Shares and to receive any cash dividends paid with respect to such Restricted
Shares. Any dividend or distribution payable with respect to such Restricted Shares 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 Shares) 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.


 






    	 	4	 



     


    

 


(b)    Upon the expiration of the service-based 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 Shares 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 service-based restrictive legend set
forth in Part I, Section 8 of this Agreement; provided, however, that Limoneira shall not be obligated to issue any fractional Shares
in the event of Share certificates.


 


10.     Income Reporting; Withholding; Tax Matters; Fees.


 


(a)    During each year of vesting, Limoneira or its agent shall report all income to the appropriate tax authorities and withhold
and pay all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental
authority or law. The Participant may elect to have Shares withheld from the vested Restricted Shares (or other evidence of Share ownership,
including, without limitation, a direct registration system book-entry account) to reimburse Limoneira for any taxes paid on the Participant’s
behalf. The number of Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined
as nearly equal as possible to the amount of such obligations being satisfied (“Share Calculation Date”). Alternatively,
upon the vesting of the Restricted Shares, in accordance with procedures established by the Committee, the Participant may elect to reimburse
Limoneira in cash, within five (5) business days of the Share Calculation Date, for all applicable withholding taxes paid on the Participant’s
behalf.


 


		(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.



 






    	 	5	 



     


    

 


		(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 Code 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 Code 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.



 






    	 	6	 



     


    




 


		(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.



 


(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.


 






    	 	7	 



     


    

 


PART II – Performance
Compensation Award


 


1.      Performance Compensation Award Summary.


 


	Performance Period:	November 1, 202_ through October 31, 202_
	 	 
	Target Performance Compensation Award and Performance Goal: 	The Target Performance Compensation Award (“Target Compensation Award”) shall be based on the Participant’s annual base salary in effect on December 31, 202_, multiplied by the percentages shown on Exhibit A, associated with the EBITDA of Limoneira for the Performance Period (“Performance Goals”) beginning at obtainment of ___ percent (__%) with maximum up to ____ percent (__%) levels of achievement.  The Committee, in its sole discretion, has elected to grant the Participant the opportunity to earn a Performance Compensation Award derived from the above calculation. 
	 	 
	Committee Discretion:	A Performance Compensation Award shall be subject to discretion of the Committee to eliminate or reduce an Award.
	 	 
	Payment:	Payment of a Performance Compensation Award will be made in a cash lump sum, subject to the approval of the Committee, on or after October 31, 202_ and on or before January 31, 202_; provided that no Participant shall have the right to designate the calendar year of payment.


 


2.      Performance Compensation Award. The Committee has sole authority to determine the amount granted and payable,
if any, and to interpret the terms and conditions of this Agreement and the Plan. Subject to the terms of the Plan and the Agreement,
the Performance Compensation Award shall be determined, awarded, and paid on or after October 31, 202_, and on or before January 31, 202_,
if the Performance Goals specified in Part II, Section 1 are attained by Limoneira. The Committee shall determine the attainment of the
Performance Goal. The date on which the Committee makes its determination is referred to as the “Award Date.” The date
the Performance Compensation Award, if any, is paid to a Participant is referred to as the “Payment Date.”


 


3.      Specified Employees. In the event any Performance Compensation Award would be paid to a Participant upon
a “separation from service” within the meaning of Section 409A and no exemption or exclusion from Section 409A shall apply,
no Bonus Award shall be paid to any Participant who is a “specified employee” within the meaning of Section 409A until the
earlier of the first day of the seventh month after the month of such Participant’s separation from service or the Participant’s
death.


 




    	 	8	 



     


    

 


PART III – Provisions
Applicable to Performance Share-Based Award,


Restricted
Shares and Performance Compensation 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.      Non-transferability. The Performance Share-Based Award, Performance Share-Based Award’s Shares and 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. Performance Compensation Awards shall not be transferable other than by will or
the laws of the intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a prohibited
transfer.


 


3.      Superseding Agreement: Binding Effect. This Agreement supersedes any statements, representations, or agreements of Limoneira
or an Affiliate with respect to the grant of the Awards or any related rights, and the Participant hereby waives any rights or claims
related to any such statements, representations, or agreements. This Agreement does not supersede or amend any existing confidentiality
agreement, non-solicitation agreement, noncompetition agreement, any employment agreement or any other similar agreement between the Participant
and Limoneira or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.








 


4.      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.


 


[Note to Carl: Do we need
this here if we have it under Part I, Section 10?]


 


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.


 






    	 	9	 



     


    


 


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.      Right of Offset.  Notwithstanding any other provision of the Plan or this Agreement, Limoneira may, subject to compliance
with Section 409A (to the extent applicable), reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant
by the amount of any obligation of the Participant to Limoneira or an Affiliate that is or becomes due and payable, and the Participant
shall be deemed to have consented to such reduction.


 


9.      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, 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 Performance Share-Based Award, Restricted Shares (or other evidence of
Share 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]


 




    	 	10	 



     


    

 


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:	 
	 	 	 





	 	Print Name:	 





	 	 	 
	 	Title:	 
	 	 	 
	 	Date:	 
	 	 	 
	 	 	 
	 	PARTICIPANT
	 	 	 
	 	By:	 
	 	 	 





	 	Print Name:	 





	 	 	 
	 	Date: 	 
	 	 	 
	 	Address:	 


 


 


 




    	 	11	 



     


    

 


EXHIBIT A


LIMONEIRA COMPANY


2022 OMNIBUS INCENTIVE PLAN


Part II – Performance Compensation
Award


 


Matrix of Performance Goals for the November 1, 202_ through October
31, 202_ Performance Period:


 


Limoneira
Company


202_
Performance Share- Based Award Matrix 


 


	 	 	 
	 	 	 
	Budget
    Levels	Revenue	Scale
	 	 	 
	110%	$__________
    	____%
	109%	$__________
    	____%
	108%	$__________
    	____%
	107%	$__________
    	____%
	106%	$__________
    	____%
	105%	$__________
    	____%
	104%	$__________
    	____%
	103%	$__________
    	____%
	102%	$__________
    	____%
	101%	$__________
    	____%
	Budget
    100% 	$__________
    	____%
	95%	$__________
    	____%
	90%	$__________
    	____%
	Threshold
    85%	$__________
    	____%


  




    	 	A-1	 



     


    

 


EXHIBIT A


LIMONEIRA COMPANY


2022 OMNIBUS INCENTIVE PLAN


Part II – Performance Compensation
Award


 


Limoneira
Company


202_
   Performance Compensation Award Matrix


                         


	 	 	 
	 	 	 
	Budget
    Levels	Adjusted
    EBITDA	Scale
	 	 	 
	125%	$_________
    	___%
	120%	$_________
    	___%
	115%	$_________
    	___%
	110%	$_________
    	___%
	105%	$_________
    	___%
	Budget
    100% 	$_________
    	___%
	95%	$_________	___%
	90%	$_________
    	___%
	Threshold
    85%	$_________
    	___%


  


 


 



    	 	A-2