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, 2018

has

outstanding preferred stock.

Common Stock and Stock Option Plans

May 27, 2018,

the Company had

2.9

million common shares reserved for future issuance under Landec equity incentive plans.

October 10, 2013,

following stockholder approval at the Annual Meeting of Stockholders of the Company, the

2013

Stock Incentive Plan (the “Plan”) became effective and replaced the Company’s

2009

Stock Incentive Plan. Employees (including officers), consultants and directors of the Company and its subsidiaries and affiliates are eligible to participate in the Plan.

October 19, 2017,

1.0

million shares were added to the Plan following stockholder approval at the

2017

Annual Meeting of Stockholders.

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

2.0

million shares of the Company’s Common Stock (“Shares”) were initially available for award under the Plan. Under the Plan,

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 is the fair market value of the Company’s Common Stock on the date the options are granted. As of

May 27, 2018,

2,070,705

options to purchase shares and restricted stock units (“RSUs”) were outstanding.

October 15, 2009,

following stockholder approval at the Annual Meeting of Stockholders of the Company, the

2009

Stock Incentive Plan (the

“2009

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 were eligible to participate in the

2009

Plan. The

2009

Plan provided for the grant of stock options (both nonstatutory and incentive stock options), stock grants, stock units and stock appreciation rights. Under the

2009

Plan,

1.9

million shares were initially available for awards and as of

May 27, 2018,

292,667

options to purchase shares and RSUs were outstanding.

Stock-Based Compensation Activity

Activity under all Landec equity incentive plans is as follows:

				Restricted Stock Outstanding					Stock Options Outstanding
	RSUs 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, 2015		881,143			392,771		$	14.15		1,736,718		$	11.19
Granted		(443,175	)		177,675		$	12.10		265,500		$	12.04
Awarded/Exercised		—			(32,439	)	$	13.28		(220,717	)	$	6.44
Forfeited		28,000			(11,166	)	$	14.36		(24,473	)	$	14.38
Plan shares expired		—			—			—		(25,554	)	$	9.86
Balance at May 29, 2016		465,968			526,841		$	13.51		1,731,474		$	11.90
Granted		(370,522	)		130,522		$	13.37		240,000		$	11.58
Awarded/Exercised		—			(130,508	)	$	13.42		(357,639	)	$	5.93
Forfeited		59,793			(17,500	)	$	12.46		(42,293	)	$	12.16
Plan shares expired		—			—			—		—		$	—
Balance at May 28, 2017		155,239			509,355		$	13.53		1,571,542		$	13.20
Additional shares reserved		1,000,000			—			—		—			—
Granted		(698,288	)		200,288		$	13.12		498,000		$	12.93
Awarded/Exercised		—			(270,656	)	$	14.06		(29,333	)	$	7.36
Forfeited		85,324			(30,950	)	$	11.75		(23,334	)	$	12.55
Plan shares expired		—			—					(61,540	)	$	14.23
Balance at May 27, 2018		542,275			408,037		$	12.99		1,955,335		$	13.20

Upon vesting of certain RSUs and the exercise of certain options during fiscal years

2018,

2017

and

2016,

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

2018,

2017

and

2016

were

121,652,

137,089

and

95,550

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 employees' tax obligations to the taxing authorities during fiscal years

2018,

2017

and

2016

were approximately

$1.5

million,

$434,000

and

zero

, respectively. 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, 2018:

					Options Outstanding								Options Exercisable
Range of Exercise Prices					Number of Shares Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Aggregate Intrinsic Value		Number of Shares Exercisable		Weighted Average Exercise Price		Aggregate Intrinsic Value
$	6.66	-	$	14.39		1,955,335		4.33	$	13.20	$	1,937,832		1,383,732	$	13.43	$	1,122,822

May 27, 2018

and

May 28, 2017

options to purchase

1,383,732

and

1,021,097

shares of Landec’s Common Stock were vested, respectively, and

571,603

and

550,445

were unvested, respectively.

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

$14.05

May 27, 2018,

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, 2018,

was

548,692

shares. The aggregate intrinsic value of stock options exercised during the fiscal year

2018

was

$178,000.

Option Awards

	Outstanding Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)		Aggregate Intrinsic Value
Vested		1,383,732	$	13.43		3.65	$	1,122,822
Expected to vest		571,603	$	12.63		5.96		815,010
Total		1,955,335	$	13.20		4.33	$	1,937,832

As of

May 27, 2018,

there was

$3.8

million of total unrecognized compensation expense related to unvested equity compensation awards granted under the Landec incentive stock plans. Total expense is expected to be recognized over the weighted-average period of

2.0

years for stock options and

1.9

years for restricted stock unit awards.

Stock Repurchase Plan

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

$10.0

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 years

2018,

2017

and

2016,

the Company did

not

purchase any shares on the open market.