Exhibit 10.24
EMPLOYMENT AND NON-COMPETITION AGREEMENT
This Employment and Non-Competition Agreement (the "AGREEMENT") is dated as
of November 29, 1999, by and among Xxxxxxxx Xxxxxxxx ("XXXXXXXX"), Landec
Corporation, a California corporation ("LANDEC"), and Xxxx Acquisition
Corporation, a Delaware corporation and subsidiary of Landec ("NEW APIO"), but
shall only be effective upon the Closing of the transactions set forth in the
Purchase Agreement (as defined below).
RECITALS
A. This Agreement is entered into in connection with that certain Agreement
and Plan of Merger and Purchase Agreement, dated as of November 29, 1999 (the
"PURCHASE AGREEMENT"), by and among Landec, New Apio, and certain other parties.
Pursuant to the terms of the Purchase Agreement, New Apio will acquire all of
the stock and/or partnership interests (the "ACQUISITION") of an integrated
produce harvesting, packing, cooling and distribution business (the "BUSINESS").
B. In order to induce Landec and New Apio to consummate the Acquisition,
Xxxxxxxx is willing to enter into this Agreement.
AGREEMENT
The parties hereby agree as follows:
1. TERM OF AGREEMENT. This Agreement shall commence on the Closing of the
transactions contemplated by the Purchase Agreement (the "EFFECTIVE DATE") and
shall have a term of five (5) years therefrom (the "EMPLOYMENT TERM").
2. DUTIES OF XXXXXXXX DURING EMPLOYMENT TERM.
(a) POSITION. During the Employment Term, Xxxxxxxx shall be employed
as Senior Vice President of Landec and Chief Executive Officer of New Apio, and
as such, will have overall responsibility for certain financial results and the
marketing, sales, strategic planning, and operations (including day-to-day
operations) of New Apio. Xxxxxxxx will report to the Chief Executive Officer and
President of Landec.
(b) OBLIGATIONS. Xxxxxxxx agrees to the best of his ability and
experience that he will at all times loyally and conscientiously perform all of
the duties and obligations required of and from him pursuant to the terms
hereof, and to the reasonable satisfaction of the President of Landec. During
the Employment Term, Xxxxxxxx further agrees that he will devote a substantial
majority of his business time and attention to the business of New Apio and New
Apio will be entitled to all of the benefits and profits arising from or
incident to all such work services and advice. During the Employment Term,
except to the extent necessary in connection with the liquidation of any
Unacquired Party (as defined in the Purchase Agreement), Xxxxxxxx will not
directly or indirectly engage or participate in any business that is competitive
in any manner with the business of New Apio, Landec or any subsidiary or parent
corporation of New
Apio or Landec. Xxxxxxxx will comply with and be bound by New Apio's operating
policies, procedures and practices from time to time in effect during the term
of Xxxxxxxx' employment.
3. COMPENSATION DURING EMPLOYMENT TERM. For the duties and services to be
performed by Xxxxxxxx as an employee hereunder, Landec and New Apio shall
provide compensation and other benefits as follows:
(a) SALARY. Xxxxxxxx shall receive a monthly salary of at least
$16,666.67, which is equivalent to $200,000.00 on an annualized basis. Xxxxxxxx'
monthly salary will be payable in regular installments pursuant to New Apio's
normal payroll practices.
(b) LANDEC OPTION GRANT. At the Closing, Landec will issue to Xxxxxxxx
options to purchase 850,000 shares of the Common Stock of Landec (the "LANDEC
OPTION") with an exercise price equal to the fair market value of the underlying
shares as of such date, as measured in accordance with the appropriate
accounting policies of Landec. The right to exercise the Landec Option will vest
at the rate of 1/2 of the shares subject thereto on the first anniversary of the
date of the grant and an additional 1/24th of the shares subject thereto at the
end of each one month period thereafter (total vesting in 24 months), provided
that as of each such date, Xxxxxxxx' employment with New Apio has not been
terminated. In the event Xxxxxxxx' employment is terminated by Involuntary
Termination, Xxxxxxxx' right to exercise the Landec Option will vest immediately
in full. The Landec Option will be an Incentive Stock Option to the maximum
extent allowed by the Internal Revenue Code of 1986, as amended, and will be
subject to the terms of each of the Stock Option Agreements attached hereto as
EXHIBIT A-1 AND A-2. The right to exercise the Landec Option as to 60,000 shares
shall terminate upon the earlier of the sixth anniversary of the date of
issuance or thirty (30) days after the termination of Xxxxxxxx' employment and
the Landec Option as to 790,000 shares shall terminate upon the sixth
anniversary of the date of issuance or, if Xxxxxxxx employment with New Apio is
terminated other than by Involuntary Termination, thirty (30) days after the
termination of employment. In addition to the Landec Option, to the extent any
shares of Common Stock of Landec subject to any option granted to the Chief
Operating Officer of New Apio do not vest due to such Chief Operating Officer's
termination of employment, within five (5) years after the date of his hiring,
Landec agrees to grant an additional option for such number of unvested shares
of Landec Common Stock (not to exceed 150,000 shares) to Xxxxxxxx at the fair
market value of such stock at the time of such termination and Xxxxxxxx' right
to exercise such options shall vest in accordance with this Section 3(b).
(c) RESTRICTIONS ON DISPOSITION. During the period commencing on the
date of issuance of the Landec Option and ending on the second anniversary
thereof, Xxxxxxxx agrees that he will not sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of, or offer or agree
to do any of the foregoing, or in any other way reduce the risk of his ownership
of or investment in the shares of Landec Common Stock underlying the Landec
Option (the "LANDEC STOCK"), or any securities which may be paid as a dividend
or otherwise distributed thereon or with respect thereto or issued or delivered
in exchange or substitution therefor or any option, right or other interest with
respect to any of the Landec Stock or aforementioned securities.
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(d) NEW APIO STOCK OPTION. On the Effective Date, Xxxxxxxx will be
granted an option to purchase two million (2,000,000) shares of the Common Stock
of New Apio (the "OPTION"), with an exercise price equal to the fair market
value as of the Effective Date, as determined in good faith by New Apio's Board
of Directors in light of the Acquisition and the related contribution of certain
assets by Landec to New Apio, which represents ten percent (10%) of the
outstanding capital stock (including shares subject to the Option, but not
including any shares reserved for future issuance under any option plan for the
benefit of employees of and consultants to New Apio) as of the date of issuance.
The right to exercise the Option will vest at the rate of 1/5th of the shares
subject thereto on the first anniversary of the date of the grant and an
additional 1/60th of the shares subject thereto at the end of each one month
period thereafter (total vesting in 60 months), provided that as of each such
date, Xxxxxxxx' employment with New Apio has not been terminated. The Option
will be an Incentive Stock Option to the maximum extent allowed by the Internal
Revenue Code of 1986, as amended, and will be subject to the terms of the Stock
Option Agreement attached hereto as EXHIBIT B. The right to exercise the options
shall terminate upon the earlier of the tenth anniversary of the date of
issuance or thirty (30) days after the termination of Xxxxxxxx' employment.
(e) BONUSES. Beginning one year after the date of this Agreement, New
Apio agrees, in good faith to evaluate the propriety of a bonus program for
Xxxxxxxx. Notwithstanding the foregoing, Xxxxxxxx' entitlement to any incentive
bonuses from New Apio is discretionary and shall be determined by the Board of
New Apio, or its Compensation Committee in good faith.
(f) ADDITIONAL BENEFITS. During the Employment Term, Xxxxxxxx will be
eligible to participate in New Apio's employee benefit plans of general
application including, without limitation, those plans covering medical,
disability and life insurance in accordance with the rules established for
individual participation in any such plan and under applicable law. Xxxxxxxx
will be eligible for vacation and sick leave in accordance with the policies in
effect during the term of this Agreement and will receive such other benefits as
New Apio generally provides to its other employees of comparable position and
experience.
(g) REIMBURSEMENT OF EXPENSES. Xxxxxxxx shall be authorized to incur
on behalf and for the benefit of, and shall be reimbursed by, New Apio for
reasonable expenses, provided that such expenses are substantiated in accordance
with New Apio policies.
(h) INSURANCE PREMIUMS. During the Employment Term, Landec and New
Apio shall pay the premiums on the life insurance policies listed, with respect
to Xxxxxxxx, on Schedule 4.18 to the Purchase Agreement. Upon termination of
this Agreement, Xxxxxxxx shall have the option to purchase any such life
insurance policy for its then cash surrender value.
4. REQUEST FOR REGISTRATION.
If New Apio shall receive at any time after the third anniversary of
the Effective Date, a written request from Xxxxxxxx that New Apio file a
registration statement under the Securities Act of 1933 (the "Securities Act")
covering the registration of shares of the Common Stock of New Apio, then New
Apio shall, (a) subject to the terms and conditions set forth in the
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Rights Agreement, use its best efforts to effect, as soon as practicable, the
registration under the Securities Act of all Common Stock of New Apio held by
Xxxxxxxx which the Xxxxxxxx requests to be registered in accordance with the
terms set forth in the Rights Agreement attached hereto as EXHIBIT C (the
"RIGHTS AGREEMENT"), and (b) agree to include New Shares (as defined in the
Rights Agreement) representing not greater than twenty percent (20%) of the then
outstanding capital stock of New Apio in such registration. The terms and
conditions of such rights of registration shall be governed by the Rights
Agreement.
5. TERMINATION AND SEVERANCE BENEFITS.
(a) TERMINATION OF EMPLOYMENT. This Agreement may be terminated:
(i) By New Apio for Cause (as defined below) ("TERMINATION FOR
CAUSE");
(ii) By Xxxxxxxx, on the effective date of a written notice sent
to New Apio from Xxxxxxxx stating that Xxxxxxxx is electing to terminate his
employment with New Apio ("VOLUNTARY TERMINATION"); or
(iii) By Xxxxxxxx, on the effective date of a written notice sent
to New Apio from Xxxxxxxx stating that Xxxxxxxx' employment has been terminated
by a Constructive Termination (as defined below).
(b) SEVERANCE BENEFITS. Xxxxxxxx shall be entitled to receive
severance benefits upon the termination of his employment only as set forth in
this Section 5(b):
(i) VOLUNTARY TERMINATION. If Xxxxxxxx' relationship with New
Apio terminates by Voluntary Termination, then Xxxxxxxx shall not be entitled to
receive payment of severance benefits. Xxxxxxxx will receive payment(s) for all
salary and unpaid vacation accrued as of the date of Xxxxxxxx' termination of
employment and Xxxxxxxx' benefits will be continued under New Apio's then
existing benefit plans and policies in accordance with such plans and policies
in effect on the date of termination and in accordance with applicable law.
(ii) INVOLUNTARY TERMINATION. If Xxxxxxxx' relationship with New
Apio is terminated by a Constructive Termination (as defined below) or for any
reason other than by reason of Xxxxxxxx' Voluntary Termination or a Termination
for Cause, including the death or permanent disability of Xxxxxxxx (an
"INVOLUNTARY TERMINATION"), provided that at no time during the Severance Period
is Xxxxxxxx in violation of any material term of this Agreement, including
without limitation, the non-competition provisions hereof, Xxxxxxxx or his
estate will be entitled to receive payment of severance benefits equal to
Xxxxxxxx' regular monthly salary from the date of such Involuntary Termination
until the expiration of the Employment Term (the "SEVERANCE PERIOD"). Such
payments shall be made ratably over the Severance Period according to New Apio's
standard payroll schedule. In such event, Xxxxxxxx will also be entitled to
receive payment on the date of termination of any bonus payable under Section
3(e) pro-rated for the period during which Xxxxxxxx was employed as compared
with the period for which the bonus
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was being earned. Under such circumstances, health insurance benefits with the
same coverage provided to Xxxxxxxx prior to the termination (e.g. medical,
dental, optical, mental health) and in all other respects significantly
comparable to those in place immediately prior to the termination will be
provided at New Apio's cost until the end of the Employment Term. The foregoing
benefits are the only benefits that Xxxxxxxx shall be entitled to receive in
connection with an Involuntary Termination and state the maximum collective
liability of Landec and New Apio with respect to the termination of the
employment of Xxxxxxxx.
(iii) TERMINATION FOR CAUSE. If Xxxxxxxx' employment is
terminated for Cause, then Xxxxxxxx shall not be entitled to receive payment of
any severance benefits. Xxxxxxxx will receive payment(s) for all salary and
unpaid vacation accrued as of the date of Xxxxxxxx' termination of employment
and Xxxxxxxx' benefits will be continued under New Apio's then existing benefit
plans and policies in accordance with such plans and policies in effect on the
date of termination and in accordance with applicable law.
(iv) CONSTRUCTIVE TERMINATION. A "CONSTRUCTIVE TERMINATION" shall
be deemed to occur if: (A) (1) there is a material change in Xxxxxxxx' position
causing such position to be of materially less stature or of less
responsibility, (2) there is a material breach by New Apio of any of its
obligations hereunder, or (3) Xxxxxxxx is required as a condition of his
continued employment with New Apio to relocate to a facility or location more
than fifty (50) miles from the location of employment designated for Xxxxxxxx as
of the Effective Date; and (B) within the sixty (60) day period immediately
following such a change, reduction or required relocation, Xxxxxxxx elects to
terminate his employment voluntarily.
(v) CAUSE. For purposes of this Agreement, "CAUSE" for Xxxxxxxx'
termination will exist at any time after the happening of
one or more of the following events:
(A) Xxxxxxxx' willful misconduct or gross negligence in
performance of his duties hereunder;
(B) Xxxxxxxx' repeated or unjustified unavailability to
perform his duties in accordance with this Agreement, which is not cured within
thirty (30) days of written notice from New Apio to Xxxxxxxx in accordance with
the terms hereof;
(C) Xxxxxxxx' dishonest or fraudulent conduct, a deliberate
attempt to do an injury to New Apio or Landec or intentional, reckless or
grossly negligent conduct that materially discredits New Apio or Landec or is
materially detrimental to the reputation of New Apio or Landec, including,
without limitation, conviction of a felony;
(D) Xxxxxxxx' breach of any element of the Confidentiality
Agreement (as defined below), including without limitation, Xxxxxxxx' theft or
other misappropriation of New Apio's or Landec's proprietary information; or
(E) Xxxxxxxx' breach of any material provision of this
Agreement, including without limitation any of the non-competition provisions
hereof, in any
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other respect than as described above, which Xxxxxxxx fails to cure within ten
(10) days of receipt of written notice from Landec identifying such breach.
6. AGREEMENT NOT TO COMPETE.
(a) EXPERIENCE AND SKILL OF XXXXXXXX. As a principal agent of the
Business, Xxxxxxxx has been actively involved in the management of the Business
for many years and has thereby acquired considerable experience and skill.
Landec and New Apio wish to protect their investment in the Business by
restricting the activities of Xxxxxxxx which might compete with or otherwise
harm such Business, and as part of the consideration and inducement to Landec
and New Apio for acquiring the Business, Xxxxxxxx is willing to agree to and
abide by such restrictions as hereinafter provided.
(b) COVENANT NOT TO COMPETE.
(i) GENERAL. Xxxxxxxx acknowledges that he holds a substantial
fraction of the ownership interest in the Business. Xxxxxxxx further
acknowledges that the value of the consideration paid by New Apio in connection
with the Acquisition is substantial and that preservation of the goodwill
associated with the Business is a part of the consideration which New Apio and
Landec are receiving in the Acquisition. Landec and New Apio desire that
Xxxxxxxx enter into a non-competition agreement with New Apio as set forth in
this section and Xxxxxxxx is willing to agree to such non-competition provisions
as set forth herein. The Sellers (as defined in the Purchase Agreement) and
Xxxxxxxx agree that such non-competition provisions are separately bargained-for
consideration and are material inducements to Landec and New Apio to consummate
the Acquisition.
(ii) NON-COMPETE. In connection with the Acquisition, Xxxxxxxx
agrees that, for a period of five (5) years following the Closing (the
"RESTRICTION PERIOD"), except (i) as an employee or consultant of Landec, New
Apio or another subsidiary of Landec or New Apio or (ii) to the extent necessary
in connection with the liquidation of any Unacquired Party (as defined in the
Purchase Agreement), Xxxxxxxx will not own, operate, manage, or provide
consulting services to, or be an employee of, or own an interest in, or be a
proprietor, owner, partner, stockholder, director, officer, employee,
consultant, agent or representative of, a person, corporation, partnership or
other entity, including, without limitation, a family member, which owns,
operates, manages, or provides consulting services to, or in any other way
provides services to, either directly or indirectly, any business or businesses
engaged in the "RESTRICTED BUSINESS" in a "RESTRICTED TERRITORY" (as such terms
are defined below). Notwithstanding the foregoing, nothing contained in this
Section shall prohibit Xxxxxxxx from making investments in any corporation whose
securities are regularly and publicly traded on a national stock exchange or the
Nasdaq National Market, provided that such investments shall not result in his
owning beneficially at any time five percent (5%) or more of the equity
securities of any corporation which is engaged in the Restricted Business.
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(iii) CERTAIN DEFINITIONS. For purposes of this Section 6:
(A) "PRODUCE" shall mean as of any point in time, any food
product of the type which is then being regularly processed or sold by New Apio.
(B) "RESTRICTED BUSINESS" shall mean the harvesting,
packing, cooling and distribution of Produce or the farming, leasing or
subleasing of farm land on which Produce is grown other than for subsequent sale
to or processing by New Apio.
(C) "RESTRICTED TERRITORY" shall mean the counties, cities
and states of the United States of America, including, without limitation,
California, and each political subdivision and/or nation of Canada, Mexico,
Asia, Europe, and Central and South America.
(iv) SOLICITATION. During the Restriction Period, Xxxxxxxx shall
not (i) engage or participate in any effort or act to solicit customers,
suppliers, associates or employees of New Apio to cease doing business, or their
association or employment with New Apio, or (ii) interfere in any manner in the
contractual or employment relationship between Landec, New Apio and any
customer, supplier, associate or employee of Landec or New Apio.
(v) REFORMATION. In the event that the provisions of this Section
should ever be deemed by a court of competent jurisdiction to exceed the scope,
time or geographic limitations of applicable law regarding covenants not to
compete, then such provisions shall be automatically reformed to the maximum
scope, time or geographic limitations, as the case may be, permitted by
applicable laws.
(c) CONSIDERATION FOR COVENANT NOT TO COMPETE. The sole consideration
for Xxxxxxxx' faithful performance of his obligations set forth in this
Agreement is the willingness of New Apio and Landec to consummate the
Acquisition.
(d) REPRESENTATIONS OF XXXXXXXX. Xxxxxxxx represents that: (i) he is
familiar with the covenants not to compete and not to solicit set forth in this
Agreement, (ii) he is fully aware of his obligations under this Agreement,
including, without limitation, the length of time, scope and geographic coverage
of these covenants, (iii) he is receiving specific, bargained-for consideration
for his covenants not to compete and not to solicit, and (iv) execution of this
Agreement, and performance of Xxxxxxxx' obligations under this Agreement, will
not conflict with, or result in a violation or breach of, any other agreement to
which Xxxxxxxx is a party or any judgment, order or decree to which Xxxxxxxx is
subject.
(e) BREACH. Xxxxxxxx acknowledges that in the event of breach of any
of the provisions of this Agreement by Xxxxxxxx, Landec and New Apio would
sustain irreparable harm, and, therefore, Xxxxxxxx agrees that in addition to
any other remedies which Landec or New Apio may have under this Agreement or
otherwise, New Apio shall be entitled to obtain equitable relief, including
specific performance and injunctions restraining Xxxxxxxx from committing or
continuing any such violation of this Section.
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(f) REASONABLENESS OF RESTRICTIONS. Xxxxxxxx acknowledges that the
length, scope and geographic coverage to which the restrictions imposed in this
Section shall apply are fair and reasonable and are reasonably required for the
protection of Landec and New Apio and that the definition of Restricted Business
used in this Agreement conforms to the Business as currently conducted or
proposed to be conducted.
7. ELECTION TO NEW APIO'S BOARD OF DIRECTORS. During the Employment Term,
and so long as (a) Xxxxxxxx remains the Chief Executive Officer of New Apio, and
(b) Xxxxxxxx has not breached any of the material terms of this Agreement,
including without limitation, the non-competition provisions hereof, Landec will
vote such shares of New Apio as are held by it, so as to cause Xxxxxxxx to be
elected to New Apio's Board of Directors.
8. CONFIDENTIALITY AGREEMENT. Xxxxxxxx shall sign, or has signed, a
Proprietary Information and Assignment of Inventions Agreement (the
"CONFIDENTIALITY AGREEMENT") substantially in the form attached hereto as
EXHIBIT X. Xxxxxxxx hereby represents and warrants to New Apio that he has
complied with all obligations under the Confidentiality Agreement and agrees to
continue to abide by the terms of the Confidentiality Agreement and further
agrees that the provisions of the Confidentiality Agreement shall survive any
termination of this Agreement or of Xxxxxxxx' employment with New Apio in
accordance with the terms thereof.
9. CONFLICTS. Xxxxxxxx represents that his performance of all the terms of
this Agreement will not breach any other agreement to which Xxxxxxxx is a party.
Xxxxxxxx has not, and will not during the term of this Agreement, enter into any
oral or written agreement in conflict with any of the provisions of this
Agreement. Xxxxxxxx further represents that he is entering into or has entered
into an employment relationship with New Apio of his own free will.
10. MISCELLANEOUS PROVISIONS.
(a) AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended
or waived only with the written consent of the parties.
(b) NOTICES. Any notice required or permitted by this Agreement shall
be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail as certified or registered mail with postage prepaid, if such notice is
addressed to the party to be notified at such party's address as set forth below
or as subsequently modified by written notice.
(c) CHOICE OF LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws.
(d) SEVERABILITY. The parties intend that the covenants contained in
Section 6 shall be construed as a series of separate covenants, one for each
county, city, state, nation, and other political subdivision of the Restricted
Territory. It is the intent of the parties that the covenants set forth herein
be enforced to the maximum degree permitted by applicable law.
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Except for geographic coverage, each such separate covenant shall be deemed
identical in terms to the covenant contained in the preceding paragraphs. If, in
any judicial proceeding, a court shall refuse to enforce any of the separate
covenants (or any part thereof) deemed included in Section 6, then such
unenforceable covenant (or such part) shall be deemed eliminated from this
Agreement for the purpose of those proceedings to the extent necessary to permit
the remaining separate covenants (or portions thereof) to be enforced by such
court. If one or more of the other provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.
(e) COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together will constitute
one and the same instrument.
(f) ARBITRATION. Any dispute or claim arising out of or in connection
with this Agreement will be finally settled by binding arbitration in San Jose,
California in accordance with the Commercial Arbitration rules of the American
Arbitration Association by one arbitrator appointed in accordance with said
rules. The arbitrator shall apply California law, without reference to rules of
conflicts of law or rules of statutory arbitration, to the resolution of any
dispute. Judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. Notwithstanding the foregoing, the parties
may apply to any court of competent jurisdiction for preliminary or interim
equitable relief, or to compel arbitration in accordance with this paragraph,
without breach of this arbitration provision. This Section 10(f) shall not apply
to the Confidentiality Agreement. The prevailing party in any such arbitration
shall be entitled to an award of attorneys' fees and costs of the arbitration
against the other party.
(g) ADVICE OF COUNSEL. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT,
IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE
ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE
TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
(h) WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH
OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY THAT THE PARTIES MAY HAVE IN
ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
RELATED HERETO.
(i) ENTIRE AGREEMENT. This Agreement, together with all attachments
hereto, the Purchase Agreement and all attachments thereto, and the
Indemnification Agreement between Xxxxxxxx and Landec, represents the entire
agreement of the parties with respect hereto and thereto, and merge all prior
negotiations and drafts of the parties with regard to the
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transactions contemplated herein and therein. Any and all other written or oral
agreements existing between the parties hereto regarding such transactions are
expressly canceled.
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The parties have executed this Employment and Non-Competition Agreement the
date first written above.
LANDEC CORPORATION
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Xxxx X. Xxxxxx, President & CEO
Address: 0000 Xxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
XXXX ACQUISITION CORPORATION
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Xxxx X. Xxxxxx, President & CEO
Address: 0000 Xxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
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Xxxxxxxx Xxxxxxxx
Address: 000 Xxx Xxxxx Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
[SIGNATURE PAGE TO XXXXXXXX EMPLOYMENT AGREEMENT]
