Corporate Governance

Corporate Governance Guidelines

These Corporate Governance Guidelines (“Guidelines”) have been adopted by the Board of Directors of Landec Corporation to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders in a manner that is consistent with its fiduciary duties. These Guidelines, in conjunction with the Company’s Certificate of Incorporation, Bylaws and Board committee charters, form the framework for governance of the Company.

Role and Composition of the Board of Directors

1. Role of the Board of Directors. The Board of Directors (the “Board”) oversees and provides policy guidance regarding the business and affairs of Landec Corporation (the “Company”). It oversees the Company’s strategic and business planning process and reviews and assesses risks facing the Company and management’s approach to addressing such risks. It monitors overall corporate performance, the integrity of the Company’s controls and the effectiveness of its legal, ethics and compliance programs. The Board elects the Chairman of the Board (“Chairman”),the Chief Executive Officer and the other executive officers of the Company, evaluates their performance and approves their compensation. Directors are expected to attend all meetings of the Board and applicable committees thereof and to review meeting materials in advance of such meetings. Directors are encouraged to attend annual meetings of stockholders.
2. Director Independence. A majority of the Board shall consist of independent directors. For this purpose, “independent director” is defined in accordance with the NASDAQ listing requirements. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible for affirmatively determining as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. In making these determinations, the Board will review information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management.
3. Board Leadership. If the Chairman is not an independent director, the independent directors shall elect an independent director to serve as Lead Independent Director. The Chairman shall preside at all meetings of the Board as well as over executive sessions of the independent directors if the Chairman is an independent director and there is no Lead Independent Director. If there is a Lead Independent Director, that person shall preside over executive sessions of the Company’s independent directors and at Board meetings when the Chairman is not present. The Lead Independent Director shall also facilitate information flow and communication among the directors, and perform such other duties as the Board may determine.

4. Membership Criteria. Members of the Board should have the highest professional and personal ethics and values. They should have broad experience at the policy­making level in business, government, education, technology or public interest. They should be committed to enhancing stockholder value and should have sufficient time to perform their duties as directors. Their service on other public company boards should be limited to a number that permits them, given their individual circumstances, to perform all of their director duties responsibly.
5. Size of the Board. The size of the Board is set in accordance with the Company’s Bylaws and determined from time to time based upon the Company’s size and level of operations and the availability of qualified candidates.
6. Selection of Directors. The Board is responsible for selecting new members of the Board and recommending individuals for election to the Board by the stockholders. The Board has delegated responsibility for identification and initial evaluation of potential directors to the Nominating and Corporate Governance Committee, with input from the Chairman, the Chief Executive Officer (the “CEO”) and other members of the Board.
7. Consideration of Board Candidates Recommended by Stockholders.The Nominating and Corporate Governance Committee will consider director nominees proposed by stockholders. Any stockholder who wishes to recommend candidates for consideration by the Nominating and Corporate Governance Committee may do so by writing to the Secretary of the Company and providing the candidate’s name, biographical data and qualifications. Stockholders may also nominate candidates for election at the annual meeting of stockholders by following the provisions set forth in the Company’s Bylaws.
8. Director Retirement Policy. The Company does not have a retirement policy based on the age of a director, as the Company values the contributions of each of its directors based on their wealth of past experience regardless of age.
9. Director Compensation. Independent directors receive compensation that is competitive, with a meaningful portion directly linked to business results and stockholder returns. Director compensation consists of cash and equity incentives. Employee directors arc not paid additional compensation for their services as directors. The Nominating and Corporate Governance Committee reviews the amount and form of director compensation and provides a recommendation to the Board as to such compensation based upon the committee’s consideration of the responsibilities and time commitment of Company directors, as well as competitive information.
10. Stock Ownership Guidelines. See Exhibit A.
11. Director Orientation and Continuing Education. The Board and the Company’s senior management provide new directors with materials and briefings necessary to permit them to become familiar with the Company’s business, strategic plans, significant financial, accounting and risk management issues, internal control and compliance programs and corporate governance practices. The Board supports the continuing education of its directors by providing an annual allowance for directors that elect to attend third party programs and events focused on the Company’s business and industry, committee roles and responsibilities and legal and ethical responsibilities of board members. The Board will periodically assess what additional education may be necessary or advisable on an ongoing basis to enable each director to perform his or her duties as a director and Board committee member.
12. Annual Board and Committee Self-Evaluation. The Board (under the supervision of the Nominating and Corporate Governance Committee) will conduct a self- evaluation of its performance and the performance of its committees at least once per year.

Leadership Development

1. CEO Performance Goals and Annual Evaluation. The Compensation Committee is responsible for setting annual and long-term performance goals for the CEO and for evaluating his or her performance against such goals. The Compensation Committee meets annually with the CEO to receive his or her recommendations concerning such goals. Both the goals and the evaluation are then submitted for consideration by the independent directors. The Compensation Committee then meets with the CEO to evaluate his or her performance against such goals.
2. Succession Planning and Management Development. The Board plans for the succession of the CEO position as well as certain other senior management positions. To assist the Board, the CEO annually provides the Board with an assessment of senior executives and reviews their management development and their potential to succeed the CEO. The CEO also provides the Board with an assessment of persons considered potential successors to certain senior management positions.

Board Meetings and Materials

1. Meetings and Agenda. The Board has not less than four regularly-scheduled meetings per year. The CEO, with the approval of the Chairman (if the Chairman is a non- employee director) and the Lead Independent Director, in consultation with other members of the Board, shall set the agenda for Board meetings. Agenda items that fall within the scope of responsibilities of a Board committee are reviewed with the chair of that committee. Any member of the Board may request that an item be included on the agenda.
2. Board Materials. Board materials related to agenda items are provided to Board members sufficiently in advance of Board meetings to allow the Directors to prepare for discussion of the items at the meeting.
3. Board Access to Senior Management. The Board and its Committees as well as each director individually has complete access to management in order to ensure that directors can ask any questions and receive all information necessary to perform their duties. It is expected that certain members of management (the Chief Financial Officer, the Chief Operating Officer, the head of each business unit and such other members of management as the CEO may designate from time to time) will attend Board meetings and present reports on a regular basis. The Board encourages management to schedule managers to be present at Board meetings who can provide additional insight into the items being discussed in light of personal involvement in these areas.
4. Authority to Retain Advisors. The Board and each Board committee shall have the authority, at the Company’s expense, to retain and terminate independent legal, financial, accounting and other advisors as the Board and any such Committee deems necessary to assist in their duties to the Company and its stockholders.
5. Executive Sessions. The Board shall generally hold executive sessions of independent directors, without the presence of management, at each Board meeting. The sessions are scheduled and chaired by the Chairman or the Lead Independent Director.

Committees

1. Standing Committees. The Board has three standing committees, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee shall have such authority and scope of responsibilities as may be set forth in its committee charter or otherwise determined by the Board.
2. All members of each of these committees shall be independent directors, as defined in the NASDAQ listing requirements, and shall satisfy such other independence requirements as may be provided in the NASDAQ listing requirements or the rules of the Securities and Exchange Commission (the “SEC”) as well as such other membership requirements as may be set forth in the respective committee charters. The Nominating and Corporate Governance Committee, with input from the CEO, the Chairman and the Lead Independent Director, shall make recommendations to the Board regarding committee assignments and the selection of chairpersons of the committees. The Board shall elect the members of each committee (which may rotate from time to time among the committee members) and designate the chairperson of such committee. The Board shall also determine which member or members of the Audit Committee qualify as an audit committee financial expert, as such term is defined in the rules of the SEC.
3. The chair of each committee, in consultation with the Chairman and appropriate members of management, will determine the frequency and length of the committee meetings and develop the committee’s agenda. The agendas and meeting minutes of the committees will be shared with the full Board, and other Board members are welcome to attend committee meetings.

Periodic Review of Corporate Governance Guidelines

The Nominating and Corporate Governance Committee will periodically review these Corporate Governance Guidelines and recommend changes from time to time.

Exhibit A

Stock Ownership Guidelines

The Board of Directors of Landec Corporation (the “Company”) believes that the Company’s executive officers (defined as those required to file reports pursuant to Section 16 of the Securities Exchange Act) and non-employee directors should have a meaningful ownership stake in the Company. This helps underscore the importance of aligning their interest with the long- term interests of our stockholders. Therefore, the Board of Directors has adopted formal stock ownership guidelines for the executive officers and non-employee directors as set forth below.

The value of a share of common stock will be measured as the greater of the then current market price or the closing price of a share of common stock on the acquisition date (or vesting date in the case of restricted stock units (“RSUs”)).

Newly appointed executive officers and Board members have five years from the time they are elected, appointed, or promoted (or five years from May 31, 2015 in the case of current executive officers and non-employee directors) to meet these guidelines. In the event an executive officer’s base salary increases or a non-employee director’s cash retainer increases, he or she will have two years from the date of the increase to acquire any additional shares (or RSUs) needed to meet these guidelines.

Until the required ownership level is reached, executive officers and directors are required to retain 50% of net shares acquired upon any future vesting of RSUs and/or exercise of stock options, after deducting shares used to pay any applicable taxes and/or exercise price. Once the requisite level has been achieved, ownership of the guideline amount must be maintained for as long as the individual is subject to these guidelines.

For purposes of determining stock ownership levels, the following forms of equity interests in the Company are included:

• Shares owned outright by the participant and his or her immediate family members residing in the same household;
• Shares held in trust for the benefit of the participant and/or his or her immediate family members residing in the same household; and
• Restricted stock and restricted stock units whether or not vested.

Stock ownership levels will be calculated and reviewed at each fiscal year end and each participant will be notified thereafter of their progress toward meeting the guidelines. The Compensation Committee will evaluate whether exceptions should be made for any participant who, due to his or her unique financial circumstances, would incur a financial hardship by complying with these guidelines.

LANDEC CORPORATION CODE OF ETHICS

Introduction

We are committed to maintaining the highest standards of ethical conduct. This Code of Ethics reflects the business practices and principles of behavior that support this commitment. Our Board of Directors is responsible for setting the standards of conduct contained in this Code and for updating these standards as appropriate to reflect legal and regulatory developments. We expect every employee, officer and director to read and understand this Code and its application to the performance of his or her business responsibilities. We will hold each of our employees, officers and directors accountable for adherence to this Code. Those who violate this Code will be subject to disciplinary action, up to and including termination.

This Code does not attempt to describe every practice or principle related to honest and ethical conduct. This Code of Ethics is an integral part of our broader Code of Business Conduct set forth in our Employee Handbook. The following additional policies of the Company supplement or amplify this Code in certain areas and should be read in conjunction with this Code, our Insider Trading and Disclosure Compliance Program, our Employee Handbook and our Internet Systems Policies and Procedures. More information about these policies can be found in the Employee Handbook.

Compliance Officer

The Company has designated the Chief Financial Officer as our Compliance Officer to administer this Code. Employees, officers or directors, at their discretion, may make any report or complaint provided for in this Code to the Compliance Officer. The Compliance Officer will refer complaints submitted, as appropriate, to the Board of Directors or an appropriate Committee of the Board.

Compliance With Applicable Laws

All employees, officers and directors of the Company must comply with all of the laws, rules and regulations of the United States and other countries, as well as the states, counties, cities and other jurisdictions, applicable to the Company or its business.

This Code does not attempt to summarize all laws, rules and regulations applicable to the Company or its business. You should consult the various guidelines the Company has prepared on specific laws, rules and regulations, which you can find summarized in the Employee Handbook. Please consult with a supervisor or the Compliance Officer if you have questions about laws that you think may be applicable to the Company or its business.

Conflicts Of Interest

A conflict of interest may exist whenever the private interests of an employee, officer or director conflict in any way with the interests of the Company. While our employees, officers and directors should be free to make personal investments and enjoy social relations and normal business courtesies, they must not have any personal interests that adversely influence the performance of their job responsibilities. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively. Conflicts of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Gifts to, loans to, or guarantees of obligations of, employees, officers and directors and their respective family members may create conflicts of interest. Federal law prohibits personal loans from the Company to directors and executive officers. In addition, in general, it is a conflict of interest for a Company employee or officer to work simultaneously for a competitor, customer or supplier absent an express written consent or waiver from the Company.

Confidentiality

Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly (regardless of its source) that might be of use to the Company’s competitors or harmful to the Company or its customers, suppliers or partners if disclosed.

Fair Dealing

Each director, officer and employee must deal fairly with the Company’s customers, suppliers,partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of facts or any other unfair dealing practice.

Public Company Reporting

As a public company, it is of critical importance that the Company’s filings with the Securities andExchange Commission be full, fair, accurate, timely and understandable. Depending on their respective positions with the Company, employees, officers or directors may be called upon to provide information necessary to assure that the Company’s public reports meet these requirements. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

Accounting Complaints

The Audit Committee of the Board of Directors is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. Employees, officers or directors who have concerns or complaints regarding such matters are encouraged to promptly submit those concerns or complaints to the Audit Committee which, subject to its duties arising under applicable law, regulations and legal proceedings, will treat such submissions confidentially. Such concerns or complaints may be made anonymously. Such submissions may be directed to the attention of the Audit Committee at the principal executive offices of the Company or to the Company’s employee complaint and whistleblower program.

Reporting Any Illegal Or Unethical Behavior

Employees are encouraged to promptly contact a supervisor, the Compliance Officer or theCompany’s employee complaint and whistleblower program if the Employee believes that the Employee has observed a violation of this Code of Ethics or any other illegal or unethical behavior by any officer, director or employee or by anyone purporting to be acting on the Company’s behalf. Such reports maybe made anonymously. Confidentiality will be protected, subject to applicable law, regulations or legal proceeding.

Reporting By Supervisors

When a supervisor, manager or other person receives reports of violations or questionable behavior pursuant to this Code of Ethics, that person shall be responsible for bringing such reports to the attention of the Compliance Officer or to the Audit Committee, as appropriate, in accordance with the reporting procedures contained in this Code of Ethics. Persons receiving such reports must endeavor to honor any confidentiality or anonymity requests made by the reporting person, subject to applicable law, regulation or legal proceedings.

Enforcement

Any violators of this Code will be subject to disciplinary action. The disciplinary actions will be determined by the Board of Directors or its designee. The Company intends such disciplinary action to reflect our belief that all employees, officers and directors should be held accountable to the standards of conduct set forth herein. Accordingly, such disciplinary action may include, without limitation, censure by the Board, demotion, re-assignment, suspension or termination, depending on the nature and the severity of the violation.

No Retaliation

The Company will not permit retaliation of any kind against anyone who makes a report or complaint in good faith that a violation of this Code or other illegal or unethical conduct has occurred.

Amendment, Modification And Waiver

This Code may be amended or modified from time to time by the Board of Directors, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder and the applicable rules of the Nasdaq Global Market. Any amendment, modification or waiver of the provisions of this Code for executive officers or directors of the Company may only be made by the Board ofDirectors, and must be promptly disclosed to shareholders as required by the Securities Exchange Act of 1934, and the rules thereunder and the applicable rules of the Nasdaq Global Market.

Charter of the Audit Committee of the Board of Directors

of

LANDEC CORPORATION

1.          Purpose.

The purpose of the Audit Committee (the “Committee”) shall be to (a) appoint and oversee the independent auditor and (b) assist the Board of Directors’ oversight of (i) the preparation and integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of the Company’s internal audit function, internal accounting controls, disclosure controls and procedures and internal control over financial reporting.

2.          Composition of the Audit Committee.

The Committee shall consist of at least three members, the exact number to be determined from time to time by the Board of Directors. The Board of Directors will appoint Committee members and the chairperson, and Committee members may be removed by the Board of Directors in its discretion. Members of the Committee shall each satisfy the independence requirements of the applicable rules of the Securities and Exchange Commission (the “SEC Rules”) and The Nasdaq Stock Market, Inc. (“Nasdaq”) for purposes of audit committee membership. At all times there shall be at least one committee member who, as determined by the Board of Directors, is an “audit committee financial expert” as defined in the SEC Rules and meets any Nasdaq requirements for finance, accounting or comparable experience and background. The Board of Directors shall annually review the Committee’s compliance with such requirements. Each member of the Committee shall be able to read and understand fundamental financial statements.

3.          Meetings of the Audit Committee.

The Committee shall hold regularly scheduled meetings and such special meetings as circumstances dictate. It shall meet separately, at least quarterly, with senior financial management, a member of the internal audit function and the independent auditor to discuss any matters that the Committee or any of these persons or firms believe should be discussed privately. The Committee may request that any officer or employee of the Company or the Company’s outside counsel or independent auditor attend a meeting of the Committee or meet with members of, or consultants to, the Committee. The Committee shall maintain minutes or other records of its meetings and shall report regularly to the Board of Directors.

4.          Responsibilities of the Audit Committee.

The function of the Committee is oversight. While the Committee has the responsibilities set forth in this charter, it is not the responsibility of the Committee to plan or conduct audits, to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles or to assure compliance with laws, regulations or any internal rules or policies of the Company. This is the responsibility of management. The independent auditor is responsible for performing independent audits of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and for issuing reports thereon. The Committee has direct and sole responsibility for (a) the appointment, compensation, retention and oversight of the work of the independent auditor, including the resolution of disagreements between management and the independent auditor regarding financial reporting and (b) the receipt of communications from the independent auditor as may be required under professional standards applicable to the independent auditor. Nothing in this charter is intended to preclude or impair the protection provided in Section 141(e) of the Delaware General Corporation Law for good faith reliance by members of the Committee on reports or other information provided by others.

5.          Duties and Proceedings of the Audit Committee.

The Committee shall assist the Board of Directors in fulfilling its oversight responsibilities by accomplishing the following:

5.1.         Oversight of Independent Auditor.

• Annually evaluate, determine the selection of, and if necessary, determine the replacement of or rotation of, the independent auditor.
• Pre-approve all auditing (including comfort letters and statutory audits), review, attest and permitted non-audit services by the independent auditor. To the extent permitted under applicable law, rules and regulations, and the Company’s Certificate of Incorporation and By-laws, the Committee may delegate to one or more of its members the authority to pre-approve such services, provided all such approvals are disclosed to the full Committee at its next scheduled meeting.
• Receive from the independent auditor all written statements and other communications relating to their independence from the Company, including the annual written disclosure regarding the independent auditor’s independence pursuant to applicable requirements of the Public Company Accounting Oversight Board. Such disclosure shall include, without limitation, a delineation of all relationships between the independent auditor and the Company. The Committee shall discuss with the independent auditor any disclosed relationships or services that may impact the objectivity and independence of the independent auditor, and, if so determined by the Committee, recommend that the Board of Directors take appropriate action to satisfy itself of the independence of the independent auditor.
• At least annually, receive a report, orally or in writing, from the independent auditor detailing the firm’s internal quality control procedures and any material issues raised by independent auditor’s internal quality control review, peer review or any governmental or other professional inquiry performed within the past five years and any remedial actions implemented by the firm.

5.2.         Oversight of Audit Process and Company’s Legal Compliance.

• Review with internal auditors and independent auditor the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation. Review with internal auditors and independent auditor any difficulties with audits and management’s response.
• Review and discuss with management, internal auditors and the independent auditor the management’s assessment of internal control over financial reporting and the related report and attestation on internal control over financial reporting to be included in the Company’s Annual Report on Form 10-K.
• Review and discuss with management, internal auditors and the independent auditor the Company’s financial and critical accounting practices, and policies relating to risk assessment and management. Discuss periodically with management, internal auditors and the independent auditor risks relating to our financial statements, auditing and financial reporting process, key credit risks, liquidity risks, information technology risks and market risks, and the steps management has taken to monitor, control and report such exposures.
• Review and approve, after discussion with management, internal auditors and the independent auditor all related party transactions (other than compensation transactions) and potential conflict of interest situations.
• Receive and review reports of the independent auditor discussing (1) all critical accounting policies and practices to be used in the firm’s audit of the Company’s financial statements, (2) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (3) other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
• Discuss with management and the independent auditor any changes in the Company’s critical accounting principles and the effects of alternative methods under generally accepted accounting principles, off-balance sheet structures and regulatory and accounting initiatives.
• Review and discuss with management and the independent auditor the annual and quarterly financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (the “MD&A”) of the Company prior to the filing of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including related accounting and auditing principles and practices. Discuss results of the annual audit and quarterly review and any other matters required to be communicated to the Committee by the independent auditor under generally accepted auditing standards. Discuss with management and the independent auditor their judgment about the quality of accounting principles, the reasonableness of significant judgments, including a description of any transactions as to which the management obtained Statement on Auditing Standards No. 50 letters, and the clarity of disclosures in the financial statements, including the Company’s disclosures of critical accounting policies and other disclosures in the MD&A.
• Review, or establish standards for the type of information and the type of presentation of such information to be included in, earnings press releases and earnings guidance provided to analysts and rating agencies.
• Oversee the Company’s compliance with the Foreign Corrupt Practices Act.
• Review material pending legal proceedings involving the Company and other contingent liabilities.
• Meet, periodically, with the CEO, CFO, the senior internal auditing executive and the independent auditor in separate executive sessions to discuss results of examinations. In connection with and prior to giving their required certifications, the CEO and CFO must disclose to the independent auditor and the Committee all significant deficiencies and material weaknesses in the design or operation of internal controls, and any fraud that involves management or other employees who have a significant role in the company’s internal controls.
• Discuss with the independent auditor the matters required to be communicated to audit committees in accordance with Statement on Auditing Standards No. 61.
• Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees or contractors of concerns regarding questionable accounting or accounting matters.

5.3.         Other Responsibilities.

• Review adequacy of this Committee charter at least annually and submit charter to Board of Directors for approval.
• Recommend to the Board of Directors that the Company’s Annual Report on Form 10-K should include the audited financial statements and prepare a report for inclusion in the Company’s annual proxy statement as required by the SEC Rules.
• Put in place an appropriate control process for reviewing and approving Company’s internal transactions and accounting.
• Oversee the implementation and enforcement of the Company’s Insider Trading and Disclosure Policy.
• Perform any other activities consistent with the Company’s Certificate of Incorporation and By-laws and applicable law, rules and regulations as the Board of Directors or the Committee shall deem appropriate, including holding meetings with the Company’s investment bankers and financial analysts.

6.          Authority and Resources of the Audit Committee.

The Committee has the authority to retain legal, accounting or other experts that it determines to be necessary to carry out its duties. It also has authority to determine compensation for such advisors, as well as for the independent auditor. The Committee may determine appropriate funding needs for its own ordinary administrative expenses that are necessary and appropriate to carrying out its duties.

Charter for the Compensation Committee

of the Board of Directors

 Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Landec Corporation (the “Company”) established pursuant to this Charter is to make such examinations as are necessary to create and to implement appropriate compensation policies for the executive officers and such other employees of the Company as the Board shall deem appropriate, including performance-based and long-term compensation, and to review the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K (the “CD&A”) to be included in the proxy statement and to provide a Compensation Committee Report for inclusion in the proxy statement.

Organization and Governance of the Committee

The Committee shall consist of up to four (4) members of the Board, the exact number to be determined from time to time by the Board. As long as the Company’s Common Stock remains publicly traded, the Committee will consist of at least three (3) members and no member of the Committee will be an employee (including a current officer) or a former officer of the Company or will have engaged in any transaction or been involved in any business relationship

which would disqualify such Committee member as (i) an “Independent Director” under the rules of The Nasdaq Stock Market, Inc. (“Nasdaq”), (ii) a “Non-Employee Director” under Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (iii) as an “Outside Director” under the rules promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”). These terms are more fully described on Exhibit A attached hereto. The members of the Committee shall be appointed by a majority vote of the Board from among its members and shall serve until such member’s successor is duly appointed and qualified or until such member’s resignation or removal by a majority vote of the Board.

In order to fulfill its role, the Committee shall be organized and governed in the following manner:

1. The Board shall designate one member of the Committee to act as its chairperson;
2. The Committee will meet at least twice annually and at such other times as it deems appropriate to review the compensation of the executive officers of the Company. Any two members or the chairperson of the Committee may call a meeting of the Committee upon due notice to each other member at least 48 hours prior to the meeting;
3. Action may be taken by the Committee upon the affirmative vote of a majority of the members;
4. In the event that one or more members of the Committee are absent from a meeting of the Committee, the remaining members of the Committee (provided there are at least two such members), acting unanimously, shall have the power to take any action necessary or convenient to the efficient discharge of the foregoing;
5. No action of the Committee shall be valid unless taken pursuant to a resolution adopted and approved by at least two (2) members of the Committee.
6. The Committee may request that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.
7. The Committee may exclude from its meetings any persons it deems appropriate in order for it to fulfill its responsibilities.
8. The Committee shall have the authority to delegate to subcommittees of the Committee any of the responsibilities of the full Committee.

Except as expressly provided in this Charter, the Company’s Bylaws or the Company’s corporate governance guidelines, or as required by law, regulation or Nasdaq listing standards, the Committee shall set its own rules of procedure.

Authority and Responsibilities

The Committee shall have the following specific authority and responsibilities (in addition to any others that the Board may from time to time delegate to the Committee):

1. To establish and review at least annually the Company’s general compensation policies applicable to the Company’s Chief Executive Officer and other executive officers, including the relationship of the Company’s performance to executive compensation generally, and the Chief Executive Officer’s compensation in particular, and the bases for the Chief Executive Officer’s compensation. The Committee’s power to establish and review annually the Company’s compensation policies applicable to the Company’s Chief Executive Officer and other executive officers shall be subject to any modification or veto made by the full Board in its discretion. The Company’s Chief Executive Officer shall not be present at any voting or deliberations concerning his or her compensation;
2. Review and approve corporate goals and objectives relevant to Chief Executive Officer and other executive officer compensation, evaluate the Chief Executive Officer’s and other executive officers’ performance in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer’s and other executive officers’ compensation level based on this evaluation. The Committee shall not approve any direct or indirect loan, guarantee or other extension of credit to the Chief Executive Officer or any other director or officer of the Company, except as permitted under Section 13(k) of the Exchange Act or Section 402 of the Sarbanes-Oxley Act of 2002;
3. To review (and, if deemed appropriate by the Committee, retain consultants regarding) and advise the Board concerning both regional and industry-wide compensation practices and trends in order to assess the adequacy and competitiveness of the Company’s executive compensation programs among comparable companies in the Company’s industry (and to identify such peer group of comparable companies);
4. Make recommendations to the Board regarding the adoption of new employee incentive compensation plans and equity plans and administer the Company’s existing incentive compensation plans and equity-based plans;
5. To review the Company’s policies on the tax deductibility of compensation paid to “covered employees” (as defined by Section 162(m)), and, as and when required, to administer plans, establish performance goals and certify that performance goals have been attained for purposes of Section 162(m);
6. To review and discuss with management the CD&A (including the composition of the Company’s peer group), and based on such review and discussions, make recommendations to the Board that the CD&A be included in the Company’s Annual Report on Form 10-K and proxy statement;
7. To prepare and publish an annual Compensation Committee Report in the Company’s proxy statement as required by the Exchange Act;
8. To review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk;
9. To review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for its approval. This Charter is in all respects subject to and subordinate to the Company’s Certificate of Incorporation and Bylaws and the applicable provisions of the Delaware General Corporation Law, as amended from time to time;
10. To have full access to the Company’s management, as necessary or appropriate to carry out its responsibilities;
11. Report its actions and any recommendations to the Board on a periodic basis;
12. Annually perform, or participate in, an evaluation of the performance of the Committee, the results of which shall be presented to the Board; and
13. To perform such other functions and have such other powers as may be necessary or convenient to the efficient discharge of the foregoing.

Authority

In order to fulfill its role, the Committee shall have the power to:

1. Adopt, administer, amend or terminate compensation plans applicable to any class of employees of the Company and/or any subsidiary of the Company; provided that no adoption, amendment or termination of any compensation plan under which stock may be issued, or in which a member of the Board may be a participant shall be effective unless the same shall be approved by the Board and, to the extent required by law, by the shareholders; provided, further, that no adoption, amendment or termination of any compensation plan may be made that violates this or any other committee charter of the Company; and
2. When it is determined by the Committee that a consulting firm (or other expert) is to assist in the assessment of the Chief Executive Officer or other senior executive officer compensation, the Committee shall have the sole authority to retain and terminate such firm or experts and have the authority to approve the consulting firm or other expert’s fee and other retention terms. The Committee shall also have the authority to retain, at the Company’s expense, legal, accounting or other experts that it determines to be necessary to carry out its duties and to determine compensation for such advisors.  Prior to retaining any outside persons as advisors or consultants, the Committee shall conduct, and document, an analysis of such person’s independence pursuant to the applicable Nasdaq rules.

Reports

The Committee shall maintain minutes or other records of its meetings and shall give regular reports to the Board on these meetings, including the Committee’s actions, conclusions and recommendations and such other matters as required by this Charter or as the Board shall from time to time specify. Reports to the Board may take the form of oral reports by the chairperson of the Committee or any other member of the Committee designated by the Committee to give such report.

Last updated on December 12, 2013.
Exhibit A

1. Non-Employee Director.

Rule 16b-3(b)(3)(i) of the Securities Exchange Act of 1934 defines a Non-Employee Director as a director who:

1. Is not currently an officer (as defined in Rule 16a-1(f)) of the issuer or a parent or subsidiary of the issuer, or otherwise currently employed by the issuer or a parent or subsidiary of the issuer;
2. Does not receive compensation, either directly or indirectly, from the issuer or a parent or subsidiary of the issuer, for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K; and
3. Does not possess an interest in any other transaction for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K.

2. Outside Director.

Regulation 1.162-27(e)(3) promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended, defines an Outside Director as a director who:

1. Is not a current employee of the publicly held corporation;
2. Is not a former employee of the publicly held corporation who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year;
3. Has not been an officer of the publicly held corporation; and
4. Does not receive remuneration from the publicly held corporation, either directly or indirectly, in any capacity other than as a director. For this purpose, remuneration includes any payment in exchange for goods or services.

Charter for the Nominating and Corporate Governance Committee

of the Board of Directors

Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Landec Corporation (the “Company”) established by this Charter is to (i) identify individuals qualified to become Board members, committee members, and senior executive officers of the Company and recommend such individuals for appointment, (ii) make recommendations to the Board concerning the structure and composition of the Board, (iii) oversee the evaluation of the Board and management, and (iv) develop, recommend and evaluate the Company’s corporate governance guidelines.

Organization and Governance of the Committee

The Committee shall consist of at least three (3) members of the Board, the exact number to be determined from time to time by the Board. As long as the Company’s Common Stock remains publicly traded, each member of the Committee shall meet the independence requirements imposed by the listing standards of the Securities and Exchange Commission and The Nasdaq Stock Market, Inc. (“Nasdaq”). The members of the Committee shall be appointed by a majority vote of the Board from among its members and shall serve until such member’s successor is duly appointed and qualified or until such member’s resignation or removal by a majority vote of the Board.

In order to fulfill its role, the Committee shall be organized and governed in the following manner:

1. The Board shall designate one member of the Committee to act as its chairperson;
2. The Committee will meet at such times as it deems appropriate to carry out its responsibilities, but not less frequently than once a year, and will take such other actions as it deems appropriate. Any two members or the chairperson of the Committee may call a meeting of the Committee upon due notice to each other member at least forty-eight hours prior to the meeting;
3. Action may be taken by the Committee upon the affirmative vote of a majority of the members;
4. In the event that one or more members of the Committee are absent from a meeting of the Committee, the remaining members of the Committee (provided there are at least two such members), acting unanimously, shall have the power to take any action necessary or convenient to the efficient discharge of the foregoing. No action of the Committee shall be valid unless taken pursuant to a resolution adopted and approved by at least two (2) members of the Committee;
5. The Committee may request that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests;
6. The Committee may exclude from its meetings any persons it deems appropriate in order for it to fulfill its responsibilities; and
7. The Committee may form and delegate authority to a subcommittee.

Except as expressly provided in this Charter, the Company’s Bylaws or the Company’s corporate governance guidelines, or as required by law, regulation or Nasdaq listing standards, the Committee shall set its own rules of procedure.

Authority and Responsibilities

The Committee shall have the following specific authority and responsibilities (in addition to any others that the Board may from time to time delegate to the Committee):

1. Identify individuals qualified to become Board members, consistent with criteria approved by the Board, receive nominations for such qualified individuals and review recommendations put forward by any shareholder, or the Chief Executive Officer (the “CEO”);
2. Recommend to the Board candidates for election or re-election at each annual meeting of shareholders, taking into account each candidate’s ability, judgment and experience and the overall diversity and composition of the Board;
3. Establish a policy under which shareholders of the Company may recommend a candidate to the Committee for consideration for nomination as a director;
4. To determine the criteria, objectives and procedures for selecting Board members. The Committee shall consider factors such as independence, diversity, age, integrity, skills, expertise, breadth of experience, knowledge about the Company’s business or industry and willingness to devote adequate time and effort to Board responsibilities in the context of the existing composition and needs of the Board and its committees;
5. To determine the criteria, objectives and procedures for selecting senior executive officers of the Company. The Committee shall consider factors such as diversity, age, integrity, skills, expertise, breadth of experience, knowledge about the Company’s business or industry and willingness to devote adequate time and effort to the responsibilities associated with such position;
6. Oversee and review annually the succession planning process for the Company’s senior executive officers, including an emergency succession plan in the event of the death or disability of the CEO. The full Board is responsible for selecting the Chairman of the Board and the CEO (whether those positions are occupied by one or more individuals).
7. To review potential candidates for senior executive officer positions suggested to it and report to the Board regarding the results of such review;
8. To recommend appointments to the Board and senior executive officer positions to fill vacancies;
9. In the case of an individual recommended to fill a Board vacancy created by an increase in the size of the Board, the Committee shall make a recommendation to the Board as to the class of directors in which the individual should serve;
10. Consider and report to the Board any questions of possible conflicts of interest of Board members;
11. Recommend to the Board qualified individuals to serve as committee members on the various Board committees. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed. In recommending a candidate for appointment to a committee, the Committee shall consider any required qualifications as set forth in the committee’s charter, the needs of the committee in light of its purpose and responsibilities and the existing composition of the committee, the benefits of periodic rotation of committee members and any other factors the Committee deems appropriate;
12. Review the Company’s practices and policies with respect to directors, including retirement policies for non-employee directors, the size of the Board, the ratio of employee directors to non-employee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto;
13. Review the compensation for non-employee Directors and make recommendations to the Board for its approval.
14. Review the functions, duties, size and composition of the committees of the Board and make recommendations to the Board with respect thereto;
15. To have full access to the Company’s management, as necessary or appropriate to carry out its responsibilities;
16. To establish procedures for the retirement and replacement of Board members;
17. Review and make recommendations to the Board in reference to the Policy Statement Regarding Stockholder Communications with the Board of Directors, which shall contain a process by which the Company’s stockholders may send communications to Directors and the process for determining which communications will be relayed to Directors.
18. To review and oversee compliance of the Company’s Code of Business Conduct, Code of Ethics for the CEO and Senior Financial Officers, the Insider Trading and Disclosure Compliance Program and any other corporate governance policies of the Company with applicable rules and regulations of the Securities and Exchange Commission and Nasdaq;
19. Clearly articulate to each director what is expected, including reference to the Company’s corporate governance principles and directors’ basic duties and responsibilities with respect to attendance at board meetings and advance review of meeting materials;
20. To review on at least an annual basis the Company’s corporate governance policies and guidelines and to consider and recommend any changes for approval by the Board;
21. In concert with the Board, review the Company policies with respect to significant issues of corporate public responsibility, including contributions;
22. Review the performance of the CEO, the Board, and its individual members and oversee the Board’s self-assessment of its performance, which shall take place no less frequently than annually. If any serious issues are identified with any Director, work with such Director to resolve such issues or, if necessary, seek such Director’s resignation or recommend to the Board such Director’s removal;
23. Provide for new director orientation and continuing education for existing directors on a periodic basis;
24. Review and assess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval;
25. Report its actions and any recommendations to the Board on a periodic basis;
26. Annually perform, or participate in, an evaluation of the performance of the Committee, the results of which shall be presented to the Board; and
27. In order to fulfill its role, the Committee shall have the sole authority to retain and terminate a search firm to assist in the identification of director candidates, and have the authority to approve the search firm’s fees and other retention terms. The Committee shall also have the authority to retain legal, accounting or other experts that it determines to be necessary to carry out its duties and to determine compensation for such advisors.

Reports

The Committee shall maintain minutes or other records of its meetings and shall give regular reports to the Board on these meetings, including the Committee’s actions, conclusions and recommendations and such other matters as required by this Charter or as the Board shall from time to time specify. Reports to the Board may take the form of oral reports by the chairperson of the Committee or any other member of the Committee designated by the Committee to give such report.