Attached files
| file | filename |
|---|---|
| EX-99.2 - LANDEC CORP \CA\ | v163065_ex99-2.htm |
| EX-99.3 - LANDEC CORP \CA\ | v163065_ex99-3.htm |
| EX-99.4 - LANDEC CORP \CA\ | v163065_ex99-4.htm |
| EX-99.5 - LANDEC CORP \CA\ | v163065_ex99-5.htm |
| EX-99.1 - LANDEC CORP \CA\ | v163065_ex99-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 15,
2009
LANDEC
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
|
0-27446
(Commission file number)
|
94-3025618
(IRS Employer Identification No.)
|
3603
Haven Avenue, Menlo Park, California 94025
(Address
of principal executive offices and zip code)
(650) 306-1650
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed from last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into
a Material Definitive Agreement.
On
October 15, 2009, following stockholder approval at the Annual Meeting of
Stockholders of Landec Corporation (the “Company”), the 2009 Stock Incentive
Plan (the “Plan”) became effective and no further awards will be made under the
Company’s 2005 Stock Incentive Plan or any other Company equity award
plan. Employees (including officers), consultants and directors of
the Company and its subsidiaries and affiliates are eligible to participate in
the Plan.
The
Plan provides for the grant of stock options (both nonstatutory and incentive
stock options), stock grants, stock units and stock appreciation rights. Awards
under the Plan will be evidenced by an agreement with the Plan
participant. One million nine hundred thousand (1,900,000) shares of
the Company’s common stock (“Shares”) are available for awards under the Plan.
Under the Plan no recipient may be awarded any of the following during any
fiscal year: (i) stock options covering in excess of 500,000 Shares;
(ii) stock grants and stock units covering in excess of 250,000 Shares in
the aggregate; or (iii) stock appreciation rights covering more than 500,000
Shares. In addition, awards to non-employee directors are discretionary.
However, a non-employee director may not be granted awards covering in excess of
30,000 Shares in the aggregate during any fiscal year.
The
Company’s Compensation Committee will administer the Plan with respect to
persons who are subject to Section 16 of the Securities Exchange Act of
1934 and awards intended to qualify as performance-based compensation” under
Section 162(m) of the Internal Revenue Code of 1986, as amended. The
Compensation Committee or a subcommittee thereof will administer the Plan with
respect to all other awards.
The
Board of Directors may amend the Plan at any time and for any reason, provided
that any such amendment will be subject to stockholder approval to the extent
required by applicable laws, regulations or rules. The Board of Directors may
terminate the Plan at any time and for any reason. The term of the Plan is seven
years from the date of stockholder approval. The Plan is currently set to
terminate on the date of the 2016 annual meeting of
stockholders unless re-adopted or extended by the stockholders prior
to or on such date.
The
foregoing description of the Plan is only a summary and is qualified in its
entirety by reference to the Plan, which is filed as an exhibit
hereto.
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits
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Exhibit
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Description
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99.1
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2009
Stock Incentive Plan
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99.2
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2009
Stock Incentive Plan-Form of Stock Grant Agreement
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99.3
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2009
Stock Incentive Plan-Form of Notice of Stock Option Grant and Stock Option
Agreement
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99.4
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2009
Stock Incentive Plan-Form of Stock Unit Agreement
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99.5
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2009
Stock Incentive Plan-Form of Notice of Grant of Stock Appreciation Right
and Stock Appreciation Right
Agreement
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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LANDEC
CORPORATION
Registrant
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||||
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Date:
October 19, 2009
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By:
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/s/
Gregory S. Skinner
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||
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Gregory
S. Skinner
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||||
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Vice
President of Finance and
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||||
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Chief
Financial
Officer
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||||
EXHIBIT
INDEX
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Exhibit
No.
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Description
|
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99.1
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2009
Stock Incentive Plan
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99.2
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2009
Stock Incentive Plan-Form of Stock Grant Agreement
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99.3
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2009
Stock Incentive Plan-Form of Notice of Stock Option Grant and Stock Option
Agreement
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99.4
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2009
Stock Incentive Plan-Form of Stock Unit Agreement
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|
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99.5
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2009
Stock Incentive Plan-Form of Notice of Grant of Stock Appreciation Right
and Stock Appreciation Right
Agreement
|