Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) (i) On February 25, 2020, the Board of Directors of Landec Corporation (the “Company”) modified the performance criteria and structure for cash bonuses that may be awarded to employees of the Company and its Curation Foods, Inc. (“Curation Foods”) subsidiary for fiscal year 2020. The cash bonus plan for its Lifecore Biomedical, Inc. (“Lifecore”) subsidiary for fiscal year 2020 was not modified. Employees of the Company, Curation Foods and Lifecore are eligible to receive cash bonuses in target amounts that range from 40% to 50% of base salary for executive officers and from 8% to 40% of base salary for other employees. For employees of Lifecore, the bonus criteria remain the same, whereby such employee’s bonus target is based on Lifecore achieving revenue and operating income goals for the 2020 fiscal year. For employees of Curation Foods, such employee’s bonus target is based on Curation Foods achieving adjusted EBITDA goals for the 2020 fiscal year. For employees of the Company, such employee’s bonus target is based on the Company achieving adjusted EBITDA goals for the 2020 fiscal year. For Lifecore, the bonus payments are calculated on a sliding scale based on actual revenue and operating income for the fiscal year in proportion to the performance targets; provided that no bonus is payable to employees of Lifecore if revenue or operating income is less than 80% of the target amount. For Curation Foods and the Company, no bonus is payable to employees if adjusted EBITDA is less than 90% of the target amount. To receive any bonus, a participant must be employed by the Company, Curation Foods or Lifecore at the end of the 2020 fiscal year. Bonus payments, if any, will be made in single lump sum cash payments as soon as practicable after the end of the 2020 fiscal year.

(ii) On October 16, 2019, the stockholders of the Company approved the Company’s 2019 Stock Incentive Plan (the “Plan”). Upon such approval, the Plan became effective and, as a result, no further awards will be made under the Company’s 2013 Stock Incentive 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. A total of two million (2,000,000) shares of the Company’s common stock are available for awards under the Plan.

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 for any reason. The term of the Plan is seven years from the date of stockholder approval.

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

About LANDEC CORPORATION (NASDAQ:LNDC)

Landec Corporation designs, develops, manufactures and sells a range of health and wellness products for food and biomaterials markets. The Company licenses technology applications to partners. The Company operates through three segments: Packaged Fresh Vegetables, Food Export and Biomaterials. The Packaged Fresh Vegetables segment markets and packs specialty packaged whole and fresh-cut fruit and vegetables, the majority of which incorporate the BreatheWay specialty packaging for the retail grocery, club store and food services industry. The Food Export segment is engaged in the purchase and sale of whole commodity fruit and vegetable products primarily to Asia. The Biomaterials segment sells products utilizing hyaluronan, a polysaccharide that is distributed in the extracellular matrix of connective tissues in both animals and humans, and non-hyaluronan (HA) products for medical use primarily in the ophthalmic, orthopedic and other markets.