Exhibit 10.14
LANDEC CORPORATION
CONSULTING AGREEMENT
Xxxxxxx Xxxxxx
000 Xxxxx Xxxx
Xxxxxxx, XX 00000
Dear Dick:
1. Landec Corporation, a California Corporation, (the "Company") wishes
to obtain your services as a consultant beginning May 1, 1996 on projects agreed
by you and the Company in writing. This letter will constitute an agreement
between you and the Company and contains all the terms and conditions relating
to the services you are to provide.
2. During this agreement you will make yourself available to provide up
to three (3) full days of consulting services to the Company per year, which may
be increased upon our mutual consent.
3. You will provide Landec with the following services: (i) advising
the Company regarding potential U.S. commercial activities for the Company's
industrial products, (ii) advising the Company regarding its European partner
strategy and (iii) other areas by mutual agreement.
4. As consideration for your services and other obligations, you will
receive in cash $30,000 per year to be paid at the end of the earlier of the
second year or the termination of this agreement. As additional consideration,
you will be granted a nonstatutory stock option to purchase 4,000 shares of the
Company's Common Stock at fair market value on the date of grant, which will
vest at the rate of 1/24th of the shares per month. Vesting of the option will
continue until this agreement is terminated. The stock option will be subject to
a right of first refusal of the Company with respect to transfers of the
underlying Common Stock and will have a term of ten years. The stock option will
be in the form of the Company's standard option agreement which will be signed
by you and the Company.
5. The term of this agreement shall be two (2) years. However, either
party may terminate this agreement at any time for any reason upon thirty (30)
days written notice. At the end of such two year period, the parties will
discuss extending the term of this agreement.
6. You will be reimbursed for reasonable travel and other out-of-pocket
expenses incurred by you at the request of the Company in connection with your
services under this agreement, provided that you provide the Company with
receipts for such expenses.
7. Your relationship with the Company will be that of an independent
contractor and not that of an employee. You will not be eligible for any
employee benefits, nor will the Company make deductions from payments made to
you for taxes, which will be your responsibility. You will have no authority to
enter into contracts which bind the Company or create obligations on the part of
the Company without the express prior authorization of the Company.
8. You will keep in confidence and will not disclose or make available
to third parties or make any use of any information or documents relating to
your services under this agreement or to the products, methods of manufacture,
trade secrets, processes, business or affairs or confidential or proprietary
information of the Company (other than information in the public domain through
no fault of your own), except with the prior written consent of the Company or
to the extent necessary in performing tasks assigned to you by the Company. Upon
termination of this agreement you will return to Company all documents, and
other materials related to the services provided hereunder or furnished to you
by the Company. Your obligations under this Paragraph 8 will terminate five (5)
years after termination of this agreement.
9. Any amendment to this agreement must be in writing signed by you and
the Company.
10. All notices, requests and other communications called for by this
agreement will be deemed to have been given if made in writing and mailed,
postage prepaid, if to you at the address set forth above and if to the Company
at 0000 Xxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or to such other addresses
as either party specifies to the other.
11. The validity, performance and construction of this agreement will
be governed by the laws of the State of California.
12. Your obligations under paragraph 8 will survive termination of this
agreement. This agreement supersedes any prior consulting or other agreements
between you and the Company with respect to the subject matter hereof.
If this agreement is satisfactory, you should execute and return the
original and one copy to us, retaining the third copy for your file.
Dated as of: May 1, 1996
Very truly yours,
/s/ Xxxx X. Xxxxxx
-------------------------
Xxxx X. Xxxxxx
CEO and President
AGREED AND ACCEPTED:
/s/ Xxxxxxx Xxxxxx
--------------------
Xxxxxxx Xxxxxx
