EXHIBIT 10.2
LIFECORE BIOMEDICAL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
(FOR DIRECTORS)
THIS OPTION AGREEMENT is made as of the ____ day of ____________ , between
LIFECORE BIOMEDICAL, INC. a Minnesota corporation (the "Company"), and
____________, an employee of, or a consultant to the Company (the "Optionee").
The Company desires, by affording the Optionee an opportunity to purchase
shares of its Common Stock, of the par value of One Cent ($.01) per share (the
"Common Stock"), as hereinafter provided, to carry out the purpose of the 1996
STOCK PLAN of the Company approved by its shareholders (the "Plan").
THEREFORE, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the right and
option (hereinafter called the "Option") to purchase from the Company all or any
part of an aggregate amount of _______ shares of the Common Stock of the Company
on the terms and conditions herein set forth.
2. Purchase Price. The purchase price of the shares of the Common Stock
covered by this Option shall be $_____ per share.
3. Term of Option. The term of the Option shall expire _____________ (the
"Expiration Date") subject to earlier termination as hereinafter provided.
4. Exercise of Option. The Option may be exercised as follows:
(a) On and after _______________, the Option may be exercised as to
_____shares.
(b) On and after _______________, the Option may be exercised as to
_____shares.
(c) On and after _______________, the Option may be exercised as to
_____shares.
5. Non-Transferability. The Option shall not be transferable otherwise than
by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Optionee, only by the Optionee, unless the
Board of Directors otherwise determines in accordance with the provisions of the
plan.
6. Termination of Directorship. If the Optionee's services as a director of
the Company shall terminate for any reason, the Option shall continue to be
exercisable according to its original terms, to the extent that the Optionee
shall have been entitled to exercise the option at the date of the termination
of his or her services as a director. In no event shall any Option be
exercisable after the expiration date of the term specified in paragraph 3
hereof. Any unvested portion of an option at the time of termination of
directorship shall terminate immediately.
7. Method of Exercising Option. Subject to the terms and conditions of this
Option Agreement, the Option may be exercised by written notice to the Company
at the principal office of the Company. Such notice shall state the election to
exercise the Option and the number of shares in respect of which it is being
exercised, and shall be signed by the person so exercising
the Option. Such notice shall be accompanied by payment of the full purchase
price of such shares, which payment shall be made by check or bank draft payable
to the Company, or, in the discretion of the Company, by delivery of shares of
Common Stock of the Company with a fair market value equal to the purchase price
or by a combination of cash and such shares, whose fair market value shall equal
the purchase price. For purposes of this paragraph, the "fair market value" of
the Common Stock of the Company shall be established in the manner set forth in
the Plan. In the event the Option shall be exercised by any person other than
the Optionee, such notice shall be accompanied by appropriate proof of such
right of such person to exercise the option.
8. Option Plan. This Option is subject to certain additional terms and
conditions set forth in the 1996 Stock Plan pursuant to which this Option has
been issued. Optionee acknowledges receipt of a copy of the Plan and related
prospectus on file with the Secretary of the Company and by acceptance hereof
agrees to and accepts this Option subject to the terms of the Plan. Except as
otherwise defined herein, defined terms used in this Agreement shall have the
meaning ascribed thereto in the Plan.
9. Disputes. As a condition of the granting of the Option herein granted,
the Optionee agrees, for the Optionee and the Optionee's personal
representatives, that any dispute or disagreement which may arise under or as a
result of or pursuant to this agreement shall be determined by the Compensation
Committee of the Board of Directors of the Company, in its sole discretion, and
that any interpretation by said Committee of the terms of this Agreement shall
be final, binding and conclusive.
10. Binding Effect. This agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.
This stock option agreement could be construed to imply that Lifecore
expects long term continued financial appreciation in its common stock price in
the public equity marketplace. As such, it constitutes a forward looking
document as defined in the Private Securities Litigation Reform Act of 1995.
Because of numerous risks and uncertainties in Lifecore's business activity, the
Company's actual business results may differ materially from those implied.
Prospective stock option investors are cautioned to refer to more detailed
discussions of Lifecore's specific business risks as presented and updated from
time to time in the Company's reports on Forms 10-Q and 10-K. In addition, even
if Lifecore's business performance does improve, the potential option investor
is cautioned that the public stock marketplace may not reflect those
improvements in an appreciated price for Lifecore's common stock.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement as of the date and year first above written.
LIFECORE BIOMEDICAL, INC.
____________________________ By_____________________________
Optionee Its President and CEO
-----------------