Lifecore Biomedical (LCBM) 8-K Entry into a Material Definitive Agreement

EXHIBIT 10.1

Lifecore Biomedical

FY 2007 Bonus Plan

PLAN ADMINISTRATION

1.	Purpose of the Plan
	The purpose of the Lifecore Biomedical (the Company) FY 2007 Bonus Plan (the Plan) is to reward Executive Officers and selected members of the Management Team for the attainment of corporate and individual objectives.
2.	Definitions
	“Base Salary” means the plan participant’s salary in effect at the end of the plan year.
	“Committee” means the Compensation Committee of the Board.
	“Threshold” means the minimum level of performance required to generate an award. Threshold is 80% of the net income goal and 90% of the net sales goal.
	“Plan” means the level of performance that reflects 100% attainment of the performance measure approved by the Board. This level of performance triggers a target (or 100%) award.
	“Maximum” means the level of performance that results in the maximum award available under the plan being granted. Performance at maximum is 115% of the plan. Performance beyond maximum will not increase the award.
	“MBO” means Management By Objective. A discretionary award based on the attainment of individual objectives.
3.	Plan Administrator
	The Plan Administrator will be the Chairman of the Committee. The actions of the Plan Administrator are subject to the approval of the Committee, as appropriate.
4.	Plan Administration
	The Plan Administrator will administer the Plan under the general guidelines of this document. This will include all matters pertaining to the Plan and its interpretation, including the resolution of issues where the Plan is silent. Material matters are always subject to the approval of the Committee.
5.	Participation
	Participation will be restricted to Executive Officers and selected Management Team members of the Company as recommended by the Plan Administrator and approved by the Committee.

	The Committee will have full discretion to pay a bonus and to adjust the payment in whatever manner the Committee deems appropriate to any individual who becomes an Executive Officer or Management Team member of the Company during the fiscal year.
	Participation in any one year does not guarantee participation in future years or participation at the same award level.
6.	Bonus Award
	Bonus payments under the Plan are specified under the attached Performance Parameters based upon performance versus the FY 2007 Operating Plan. Bonus payments shall be calculated on a pro rata basis using interpolation when performance is between parameters.
	The Committee reserves the right to make discretionary bonus payments, subject to approval by the Board of Directors, in the event the minimum performance level is not attained. The fund for these discretionary payments shall not exceed 10% of annual base salaries.
7.	Effective Date
	The effective date of the Plan is July 1, 2006
8.	Plan Year
	The Plan Year is the Company’s fiscal year.
9.	Termination of Employment
	A Participant who terminates their employment or whose employment is terminated by the Company forfeits all rights under the Plan.
	The Committee will have full discretion to pay or not pay a bonus and to adjust the payment in whatever manner the Committee deems appropriate.
10.	Death, Disability, Retirement
	In the event of death, disability, or retirement, a prorated award will be made based on the active time in the Plan and the level of performance attained. The Plan Administrator may use discretion in determining awards under these circumstances.
11.	Employment
	The Plan is not an employment contract, nor is there any intent to confer a right to employment to a Plan Participant.
	The Plan does not, in any way, restrict the Company’s right to terminate a Participant’s employment.

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12.	Amendment to the Plan
	The Committee may amend the Plan at any time. If such an amendment will materially impact the Participants, they will be notified as soon as practical.
13.	Termination of the Plan
	If the Plan is terminated, a pro rated award will be made based on the portion of the plan year completed and the level of performance attained.
14.	Transferability
	A Plan Participant may not sell, pledge, donate or otherwise assign their interest in awards under the Plan.
15.	Legal Requirements
	The Plan will be administered in accordance with all federal, state and local statutory requirements.

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Lifecore Biomedical
FY 2007 Bonus Plan
Performance Parameters

	Performance
	Parameter	Threshold			CEO			Officers			Mngrs
Net Income	$		80	%		10	%		5	%		2	%
	$		90	%		20	%		10	%		5	%
	$		100	%		30	%		20	%		10	%
	$		105	%		35	%		25	%		15	%
	$		110	%		40	%		30	%		20	%
	$		115	%		45	%		35	%		25	%
Net Sales	$		90	%		5	%		3	%		2	%
	$		95	%		10	%		7	%		4	%
	$		100	%		20	%		15	%		8	%
	$		105	%		25	%		19	%		10	%
	$		110	%		30	%		22	%		12	%
	$		115	%		35	%		25	%		15	%
MBO’s	Subjective					0-5	%		0-5	%		0-4	%

CEO	Dennis Allingham
Officers	Dave Noel, Larry Hiebert, Kip Thacker, Ben Beckham, Jim Hall
Mngrs	[names of non-executive officers have been omitted]

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