EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this “Agreement”) is effective as of January 31, 2019 (the “Effective Date”), by and between Landec Corporation (the “Company”) and Gregory S. Skinner (the “Executive”).
WHEREAS, Executive and the Company previously entered into an employment agreement, effective as of October 15, 2015 (the “Former Employment Agreement”); and
WHEREAS, Executive and the Company wish to replace the Former Employment Agreement with this Agreement, which shall set forth the terms and conditions of Executive’s continued employment with the Company;
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
Executive will continue in his present positions of Vice President of Finance and Administration and Chief Financial Officer of the Company during the Term (as defined below) of his employment under this Agreement. In his positions, Executive reports to the Chief Executive Officer of the Company. Executive shall have such duties, authority and responsibilities that are commensurate with his positions, as are prescribed from time to time by the Board of Directors of the Company (the “Board”).
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 Executive’s employment with the Company from January 31, 2019 through December 31, 2021 (the “Term”), at which point it will expire unless renewed or extended by the written consent of both parties.
Executive will be based at the Company’s executive offices in Santa Clara, California or elsewhere as may be designated from time to time by the Company. 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
In consideration of services to be rendered by Executive to the Company, Executive will be paid an annual base salary of $380,000 per calendar year during the Term, unless modified by the Compensation Committee of the Board (the “Committee”). 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.
(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 2019, Executive’s annual bonus (the target amount of which is 60% of Executive’s Base Salary at the beginning of the fiscal year) is based upon attainment of pre-determined goals established by the Board or the Committee. Executive will be eligible to participate in any Long Term Incentive Plan adopted by the Company (the “LTIP”). Actual bonus(es) payable will be determined and paid pursuant to the terms of the Incentive Plan and/or the LTIP, but in no event later than the applicable two and one-half (2-1/2) month period for short-term deferrals, as provided in Section 409A of the Code and the Treasury Regulations thereunder. 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) Equity 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 2013 Stock Incentive Plan (or any applicable stockholder-approved successor plan) (the “Equity 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.
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 any applicable legal requirements and to the determinations of any person or committee administering such plan or arrangement.