Note 7 - Stockholders' Equity

12 Months Ended

May 27, 2012

Stockholders' Equity Note Disclosure [Text Block]

7.           Stockholders’ Equity

Holders of Common Stock are entitled to one vote per share.

Convertible Preferred Stock

The Company has authorized two million shares of preferred stock, and as of May 27, 2012 has no outstanding preferred stock.

Common Stock and Stock Option Plans

At May 27, 2012, the Company had 2.8 millioncommon shares reserved for future issuance under Landec equity incentive plans.

On October 15, 2009, following stockholder approval at the Annual Meeting of Stockholders of the Company, the 2009 Stock Incentive Plan (the “Plan”) became effective and replaced the Company’s 2005 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 participants and 1.9 million shares of the Company’s Common Stock (“Shares”) were initially available for award under the Plan.  Under the Plan, no recipient may receive awards during any fiscal year that exceeds the following amounts: (i) stock options covering in excess of 500,000 Shares; (ii) stock grants and stock units covering in excess of 250,000 Shares in the aggregate; or (iii) stock appreciation rights covering more than 500,000 Shares.  In addition, awards to non-employee directors are discretionary.  However, a non-employee director may not be granted awards in excess of 30,000 Shares in the aggregate during any fiscal year. The exercise price of the options was the fair market value of the Company’s Common Stock on the date the options were granted.

On October 14, 2005, following stockholder approval at the Annual Meeting of Stockholders of the Company, the 2005 Stock Incentive Plan (“2005 Plan”) became effective.  The 2005 Plan replaced the Company’s four then existing equity plans and no shares remain available for grant under those plans.  Employees (including officers), consultants and directors of the Company and its subsidiaries and affiliates were eligible to participate in the 2005 Plan.  The 2005 Plan provided for the grant of stock options (both nonstatutory and incentive stock options), stock grants, stock units and stock appreciation rights.  Under the 2005 Plan, 861,038 Shares were initially available for awards, and as of May 27, 2012, 591,333 shares and options to purchase shares remain outstanding.  The exercise price of the options was the fair market value of the Company’s Common Stock on the date the options were granted.

The 1995 Directors’ Stock Option Plan (the “Directors’ Plan”) provided that each person who became a non- employee director of the Company, who had not received a previous grant, be granted a nonstatutory stock option to purchase 20,000 shares of Common Stock on the date on which the optionee first became a non-employee director of the Company.  Thereafter, on the date of each annual meeting of the stockholders each non-employee director was granted an additional option to purchase 10,000 shares of Common Stock if, on such date, he or she had served on the Company’s Board of Directors for at least six months prior to the date of such annual meeting.  The exercise price of the options was the fair market value of the Company’s Common Stock on the date the options were granted.  Options granted under this plan were exercisable and vested upon grant.

The 1996 Non-Executive Stock Option Plan authorized the Board of Directors to grant non-qualified stock options to employees, including executive officers, and outside consultants of the Company.  The exercise price of the options was equal to the fair market value of the Company’s Common Stock on the date the options were granted. Options were generally exercisable upon vesting and generally vested ratably over four years and were subject to repurchase if exercised before being vested.

The 1996 Stock Option Plan authorized the Board of Directors to grant stock purchase rights, incentive stock options or non-statutory stock options to Landec executives.  The exercise price of the stock purchase rights, incentive stock options and non-statutory stock options could be no less than 100% of the fair market value of Landec’s Common Stock on the date the options were granted.  Options generally were exercisable upon vesting, generally vested ratably over four years and were subject to repurchase if exercised before being vested.

On July 14, 2010, the Board of Directors of the Company approved the establishment of a stock repurchase plan which allows for the repurchase of up to $10 million of the Company’s Common Stock.   The Company may repurchase its common stock from time to time in open market purchases or in privately negotiated transactions.  The timing and actual number of shares repurchased is at the discretion of management of the Company and will depend on a variety of factors, including stock price, corporate and regulatory requirements, market conditions, the relative attractiveness of other capital deployment opportunities and other corporate priorities.  The stock repurchase program does not obligate Landec to acquire any amount of its common stock and the program may be modified, suspended or terminated at any time at the Company's discretion without prior notice.  During fiscal year 2012, the Company repurchased on the open market 917,244 shares of its Common Stock for $5.0 million and retired those shares.  During fiscal year 2011, the Company repurchased on the open market 215,684 shares of its Common Stock for $1.2 million and retired those shares.

Activity under all Landec equity incentive plans is as follows:

Stock-Based Compensation Activity

				Restricted Stock Outstanding					Stock Options Outstanding
	RSU’s and Options Available for Grant			Number of Restricted Shares			Weighted Average Grant Date Fair Value		Number of Stock Options			Weighted Average Exercise Price
Balance at May 31, 2009		75,808			177,004		$	7.88		1,932,541		$	6.19
Additional shares reserved		1,900,000			―
Granted		(1,193,022	)		307,272		$	5.80		885,750		$	5.78
Awarded/Exercised		—			(51,671	)	$	8.11		(190,962	)	$	4.32
Forfeited		—			(1,000	)	$	13.32		(1,000	)	$	13.32
Plan shares expired		―			—			—		(169,500	)	$	7.01
Terminated plan		(12,475	)		―			―		―			―
Balance at May 30, 2010		770,311			431,605		$	6.35		2,456,829		$	6.13
Granted		(129,335	)		32,335		$	6.00		97,000		$	6.00
Awarded/Exercised		—			(48,855	)	$	9.48		(217,076	)	$	3.46
Forfeited		—			—			—		(18,000	)	$	10.63
Balance at May 29, 2011		640,976			415,085		$	5.96		2,318,753		$	6.34
Granted		(191,333	)		47,833		$	6.67		143,500		$	6.67
Awarded/Exercised		—			(111,252	)	$	6.36		(371,727	)	$	5.40
Forfeited		—			(3,500	)	$	5.84		(5,657	)	$	5.76
Plan shares expired		—			—			—		(38,437	)	$	8.23
Balance at May 27, 2012		449,643			348,166		$	5.93		2,046,432		$	6.50

Upon vesting of certain RSUs and the exercise of certain options during fiscal years 2012, 2011 and 2010, certain RSUs and exercised options were net share-settled to cover the required exercise price and withholding tax and the remaining amounts were converted into an equivalent number of shares of Common Stock. The Company withheld shares with value equivalent to the exercise price for options and the employees' minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld for fiscal years 2012, 2011 and 2010 were 326,954, 136,374 and 79,263 RSUs and options, respectively, which was based on the value of the option and/or RSUs on their exercise or vesting date as determined by the Company's closing stock price. Total payments for the employees' tax obligations to the taxing authorities were approximately $290,000. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise have been issued as a result of the vesting and did not represent an expense to the Company.

The following table summarizes information concerning stock options outstanding and exercisable at May 27, 2012:

			Options Outstanding								Options Exercisable
Range of Exercise Prices			Number of Shares Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Aggregate Intrinsic Value		Number of Shares Exercisable		Weighted Average Exercise Price		Aggregate Intrinsic Value
					(in years)
1.66	-	2.55		15,000		0.66	$	2.25	$	72,250		15,000	$	2.25	$	72,250
2.82	-	4.67		72,082		1.03	$	3.49	$	258,288		72,082	$	3.49	$	258,288
5.63	-	5.63		667,406		4.99	$	5.63	$	961,065		445,257	$	5.63	$	641,170
5.65	-	6.22		514,944		4.48	$	6.16	$	471,065		437,730	$	6.17	$	395,032
6.35	-	8.86		694,000		3.44	$	7.17	$	195,875		567,493	$	7.29	$	139,673
13.32	-	13.32		83,000		2.09	$	13.32	$	—		83,000	$	13.32	$	—
1.66	-	13.32		2,046,432		4.05	$	6.50	$	1,958,543		1,620,562	$	6.62	$	1,506,413

The weighted average remaining contractual life of options exercisable as of May 27, 2012 was 3.65 years.

At May 27, 2012 and May 29, 2011 options to purchase 1,620,562 and 1,588,187 shares of Landec’s Common Stock were vested, respectively.  No options have been exercised prior to being vested. The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on the Company’s closing stock price of $7.07 on May 25, 2012, which would have been received by holders of stock options had all holders of stock options exercised their stock options that were in-the-money as of that date. The total number of in-the-money stock options exercisable as of May 27, 2012, was 1,311,156 shares.  The aggregate intrinsic value of stock options exercised during the fiscal year 2012 was $438,000.

Shares Subject to Vesting

The following table summarizes the activity relating to unvested stock option grants and RSUs during the fiscal year ended May 27, 2012:

	Stock Options					Restricted Stock
	Shares			Weighted Average Fair Value		Shares			Weighted Average Fair Value
Unvested at May 29, 2011		730,566		$	2.69		415,085		$	5.96
Granted		143,500		$	2.65		47,833		$	6.67
Vested/Awarded		(442,539	)	$	2.89		(111,252	)	$	6.36
Forfeited		(5,657	)	$	5.76		(3,500	)	$	5.84
Unvested at May 27, 2012		425,870		$	2.43		348,166		$	5.93

As of May 27, 2012, there was $1.9 million of total unrecognized compensation expense related to unvested equity compensation awards granted under the Company’s incentive stock plans. Total expense is expected to be recognized over the weighted-average period of 1.8 years for stock options and 1.6 years for restricted stock awards.