



                                  Exhibit 10.3

                               LANDEC CORPORATION

                        1995 EMPLOYEE STOCK PURCHASE PLAN

                           (As Amended September 1996)

         The following  constitute  the  provisions  of the 1995 Employee  Stock
Purchase Plan of Landec Corporation

         1.  Purpose.  The  purpose of the Plan is to provide  employees  of the
Company and its Designated  Subsidiaries  with an opportunity to purchase Common
Stock  of the  Company.  It is the  intention  of the  Company  to have the Plan
qualify as an "Employee  Stock  Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended. The provisions of the Plan shall, accordingly,
be construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

                  2. Definitions.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended.

                  (c) "Common Stock" shall mean the Common Stock of the Company.

                  (d)  "Company"  shall mean Landec  Corporation,  a  California
corporation.

                  (e) "Compensation"  shall mean all regular straight time gross
earnings,   excluding   payments  for   overtime,   shift   premium,   incentive
compensation, incentive payments, bonuses, commissions and other compensation.

                  (f) "Continuous  Status as an Employee" shall mean the absence
of any interruption or termination of service as an Employee.  Continuous Status
as an Employee  shall not be  considered  interrupted  in the case of a leave of
absence  agreed to in writing by the Company,  provided that such leave is for a
period  of not more than 90 days or  reemployment  upon the  expiration  of such
leave is guaranteed by contract or statute.

                  (g)  "Contributions"  shall mean all  amounts  credited to the
account of a participant pursuant to the Plan.

                  (h)  "Designated  Subsidiaries"  shall  mean the  Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (i)  "Employee"  shall mean any person,  including an Officer,
who is  customarily  employed  for at least  twenty (20) hours per week and more
than five (5) months in a calendar year by the Company or one of its  Designated
Subsidiaries.

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                  (j) "Exchange Act" shall mean the  Securities  Exchange Act of
1934, as amended.

                  (k)  "Purchase  Date" shall mean the last day of each Offering
Period of the Plan.

                  (l) "Offering  Date" shall mean the first business day of each
Offering  Period  of the  Plan,  except  that in the case of an  individual  who
becomes an eligible  Employee after the first business day of an Offering Period
but  prior to the  first  business  day of the  last  calendar  quarter  of such
Offering  Period,  the term "Offering Date" shall mean the first business day of
the calendar  quarter  coinciding  with or next succeeding the day on which that
individual becomes an eligible Employee.

                           Options  granted  after the first  business day of an
Offering  Period will be subject to the same terms as the options granted on the
first  business  day of such  Offering  Period  except  that  they  will  have a
different  grant date  (thus,  potentially,  a  different  exercise  price) and,
because  they  expire  at the same  time as the  options  granted  on the  first
business day of such Offering Period, a shorter term.

                  (m)  "Offering  Period"  shall  mean a period of  twelve  (12)
months  commencing  on January 1 and July 1 of each  year,  except for the first
Offering Period as set forth in Section 4(a).

                  (n)  "Officer"  shall  mean a person  who is an officer of the
Company  within the meaning of Section 16 of the  Exchange Act and the rules and
regulations promulgated thereunder.

                  (o) "Plan" shall mean this Employee Stock Purchase Plan.

                  (p)  "Purchase  Period"  shall mean a period of six (6) months
within an Offering Period,  except for the first Purchase Period as set forth in
Section 4(b).

                  (q)  "Subsidiary"  shall  mean  a  corporation,   domestic  or
foreign, of which not less than 50% of the voting shares are held by the Company
or a  Subsidiary,  whether or not such  corporation  now exists or is  hereafter
organized or acquired by the Company or a Subsidiary.

         3.       Eligibility.

                  (a) Any person who is an Employee as of the Offering Date of a
given Offering  Period shall be eligible to participate in such Offering  Period
under the Plan,  provided  that such person was not eligible to  participate  in
such Offering Period as of any prior Offering Date, and further,  subject to the
requirements  of Section 5(a) and the  limitations  imposed by Section 423(b) of
the Code.

                  (b)   Any   provisions   of   the   Plan   to   the   contrary
notwithstanding,  no Employee  shall be granted an option under the Plan (i) if,
immediately  after the grant,  such  Employee  (or any other  person whose stock
would be  attributed to such  Employee  pursuant to Section  424(d) of the Code)
would own stock and/or hold  outstanding  options to purchase  stock  possessing
five  

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percent (5%) or more of the total combined  voting power or value of all classes
of stock of the Company or of any  subsidiary  of the  Company,  or (ii) if such
option would permit his or her rights to purchase stock under all employee stock
purchase  plans  (described  in Section  423 of the Code) of the Company and its
Subsidiaries  to accrue at a rate which  exceeds  Twenty-Five  Thousand  Dollars
($25,000) of fair market value of such stock (determined at the time such option
is granted) for each  calendar year in which such option is  outstanding  at any
time.

         4.       Offering Periods and Purchase Periods.

                  (a) The Plan  shall be  implemented  by a series  of  Offering
Periods,  of twelve (12) months duration with new Offering Periods commencing on
or about  December  1 and June 1 of each year (or at such other time or times as
may be determined by the Board of Directors).  The first  Offering  Period shall
commence on the beginning of the effective date of the Registration Statement on
Form S-1 for the initial  public  offering  of the  Company's  Common  Stock and
continue until December 31, 1996 and the second  Offering  Period shall commence
on January 1, 1997 and continue until November 30, 1996. The Plan shall continue
until terminated in accordance with Section 20 hereof. The Board of Directors of
the Company shall have the power to change the duration  and/or the frequency of
Offering Periods with respect to future offerings without  shareholder  approval
if such change is  announced at least  fifteen (15) days prior to the  scheduled
beginning of the first Offering Period to be affected.

                  (b) Purchase  Periods.  Each Offering  Period shall consist of
two (2) consecutive  purchase periods of six (6) months duration,  except as set
forth below.  The last day of each Purchase  Period shall be the "Purchase Date"
for such Purchase Period.  A Purchase Period  commencing on December 1 shall end
on the next May 31. A Purchase Period commencing on June 1 shall end on the next
November 30; provided,  however, the first Purchase Period shall commence on the
IPO Date and  shall end on June 30,  1996;  the  second  Purchase  Period  shall
commence  on July 1, 1996 and  shall end on  December  31,  1996;  and the third
Purchase  Period shall  commence on January 1, 1997 and end on May 31, 1997. The
Board of  Directors  of the Company  shall have the power to change the duration
and/or frequency of Purchase  Periods with respect to future  purchases  without
shareholder  approval if such change is  announced  at least  fifteen  (15) days
prior to the scheduled beginning of the first Purchase Period to be affected.

         5.       Participation.

                  (a) An eligible  Employee may become a participant in the Plan
by completing a  subscription  agreement on the form provided by the Company and
filing it with the Company's  payroll  office prior to the  applicable  Offering
Date,  unless a later time for filing the  subscription  agreement is set by the
Board  for  all  eligible  Employees  with  respect  to a  given  offering.  The
subscription  agreement  shall  set forth the  percentage  of the  participant's
Compensation  (which shall be not less than 1% and not more than 10%) to be paid
as Contributions pursuant to the Plan.

                  (b) Payroll  deductions  shall  commence on the first  payroll
following  the Offering  Date and shall end on the last payroll paid on or prior
to the last Purchase Date of the

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offering  to which the  subscription  agreement  is  applicable,  unless  sooner
terminated by the participant as provided in Section 10.

         6.       Method of Payment of Contributions.

                  (a) The  participant  shall elect to have  payroll  deductions
made on each payday  during the  Offering  Period in an amount not less than one
percent  (1%)  and not  more  than  ten  percent  (10%)  of  such  participant's
Compensation  on each such payday;  provided  that the aggregate of such payroll
deductions  during the Offering Period shall not exceed ten percent (10%) of the
participant's  aggregate  Compensation  during said Offering Period. All payroll
deductions  made by a participant  shall be credited to his or her account under
the Plan. A participant may not make any additional payments into such account.

                  (b) A participant may discontinue his or her  participation in
the Plan as provided in Section 10, or, on one occasion only during the Offering
Period,  may decrease the rate of his or her  Contributions  during the Offering
Period by completing and filing with the Company a new  subscription  agreement.
The change in rate shall be effective as of the  beginning of the next  calendar
month  following the date of filing of the new  subscription  agreement,  if the
agreement  is filed at least ten (10)  business  days prior to such date and, if
not, as of the beginning of the next succeeding calendar month.

                  (c) Notwithstanding the foregoing,  to the extent necessary to
comply  with  Section   423(b)(8)  of  the  Code  and  Section  3(b)  herein,  a
participant's  payroll deductions may be decreased to 0% at such time during any
Offering Period which is scheduled to end during the current  calendar year that
the  aggregate  of all  payroll  deductions  accumulated  with  respect  to such
Offering Period equal $21,250.  Payroll deductions shall re-commence at the rate
provided in such  participant's  subscription  Agreement at the beginning of the
first Offering Period which is scheduled to end in the following  calendar year,
unless terminated by the participant as provided in Section 10.

         7.       Grant of Option.

                  (a) On  the  Offering  Date  of  each  Offering  Period,  each
eligible  Employee  participating  in such  Offering  Period shall be granted an
option to purchase  on each  Purchase  Date a number of shares of the  Company's
Common Stock  determined by dividing such Employee's  Contributions  accumulated
prior to such Purchase Date and retained in the participant's  account as of the
Purchase Date by the lower of (i)  eighty-five  percent (85%) of the fair market
value of a share of the  Company's  Common Stock on the Offering  Date,  or (ii)
eighty-five  percent  (85%) of the fair market value of a share of the Company's
Common Stock on the Purchase Date; provided however,  that the maximum number of
shares an Employee may purchase  during each Purchase Period shall be determined
at the Offering Date by dividing  $12,500 by the fair market value of a share of
the Company's  Common Stock on the Offering Date, and provided further that such
purchase shall be subject to the  limitations set forth in Sections 3(b) and 12.
The  fair  market  value  of a share  of the  Company's  Common  Stock  shall be
determined as provided in Section 7(b).

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                  (b) The  option  price per share of the  shares  offered  in a
given Offering Period shall be the lower of: (i) 85% of the fair market value of
a share of the Common Stock of the Company on the Offering  Date; or (ii) 85% of
the fair  market  value of a share of the  Common  Stock of the  Company  on the
Purchase  Date.  The fair market value of the Company's  Common Stock on a given
date shall be  determined  by the Board in its  discretion  based on the closing
price of the Common  Stock for such date (or, in the event that the Common Stock
is not traded on such date,  on the  immediately  preceding  trading  date),  as
reported by the National  Association of Securities Dealers Automated  Quotation
(Nasdaq) National Market or, if such price is not reported,  the mean of the bid
and asked  prices per share of the Common Stock as reported by Nasdaq or, in the
event the Common Stock is listed on a stock exchange,  the fair market value per
share shall be the closing price on such exchange on such date (or, in the event
that the Common Stock is not traded on such date, on the  immediately  preceding
trading  date),  as  reported in The Wall Street  Journal.  For  purposes of the
Offering Date under the first  Offering  Period under the Plan,  the fair market
value of a share of the Common Stock of the Company shall be the Price to Public
as set forth in the final  prospectus  filed with the  Securities  and  Exchange
Commission pursuant to Rule 424 under the Securities Act of 1933, as amended.

         8. Exercise of Option.  Unless a participant withdraws from the Plan as
provided in  paragraph  10, his or her option for the purchase of shares will be
exercised  automatically  on each Purchase Date of an Offering  Period,  and the
maximum  number of full shares  subject to the option will be  purchased  at the
applicable  option  price  with  the  accumulated  Contributions  in  his or her
account.  The shares  purchased  upon exercise of an option  hereunder  shall be
deemed to be transferred to the participant on the Purchase Date.  During his or
her lifetime, a participant's option to purchase shares hereunder is exercisable
only by him or her.

         9.  Delivery.  As promptly as  practicable  after each Purchase Date of
each  Offering   Period,   the  Company  shall  arrange  the  delivery  to  each
participant,  as appropriate, of a certificate representing the shares purchased
upon  exercise  of his or her  option.  Any cash  remaining  to the  credit of a
participant's account under the Plan after a purchase by him or her of shares at
the termination of each Purchase Period,  or which is insufficient to purchase a
full share of Common  Stock of the  Company,  shall be carried  over to the next
Purchase Period if the Employee  continues to participate in the Plan, or if the
Employee  does  not  continue  to   participate,   shall  be  returned  to  said
participant.

         10.      Voluntary Withdrawal; Termination of Employment.

                  (a) A  participant  may withdraw all but not less than all the
Contributions credited to his or her account under the Plan at any time prior to
each  Purchase  Date  by  giving  written  notice  to  the  Company.  All of the
participant's  Contributions  credited to his or her account will be paid to him
or her promptly  after receipt of his or her notice of withdrawal and his or her
option for the current period will be automatically  terminated,  and no further
Contributions  for the  purchase  of shares  will be made  during  the  Offering
Period.

                  (b) Upon termination of the participant's Continuous Status as
an  Employee  prior to a Purchase  Date of an  Offering  Period for any  reason,
including retirement or death, the Contributions  credited to his or her account
will be  returned  to him or her or,  in the  case of his or 

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her death, to the person or persons  entitled  thereto under Section 15, and his
or her option will be automatically terminated.

                  (c) In the event an  Employee  fails to  remain in  Continuous
Status as an Employee  of the  Company  for at least  twenty (20) hours per week
during the  Offering  Period in which the employee is a  participant,  he or she
will be deemed to have elected to withdraw  from the Plan and the  Contributions
credited  to his or her  account  will be  returned to him or her and his or her
option terminated.

                  (d) A participant's  withdrawal from an offering will not have
any effect upon his or her  eligibility to participate in a succeeding  offering
or in any similar plan which may hereafter be adopted by the Company.

         11. Automatic Withdrawal. If the fair market value of the shares on the
first Purchase Date of an Offering  Period is less than the fair market value of
the shares on the Offering Date for such Offering Period, then every participant
shall  automatically  (i) be withdrawn from such Offering Period at the close of
such Purchase Date and after the acquisition of shares for such Purchase Period,
and (ii) be enrolled in the Offering Period commencing on the first business day
subsequent to such Purchase Period.

         12.      Interest.  No interest shall accrue on the Contributions of a 
participant in the Plan.

         13.      Stock.

                  (a) The maximum number of shares of the Company's Common Stock
which shall be made  available for sale under the Plan shall be 300,000  shares,
subject to adjustment upon changes in  capitalization of the Company as provided
in Section 19. If the total number of shares which would otherwise be subject to
options  granted  pursuant to Section 7(a) on the  Offering  Date of an Offering
Period  exceeds  the  number  of shares  then  available  under the Plan  (after
deduction  of all  shares  for which  options  have been  exercised  or are then
outstanding),  the  Company  shall  make a pro  rata  allocation  of the  shares
remaining  available  for  option  grant  in as  uniform  a  manner  as shall be
practicable  and as it shall  determine  to be  equitable.  In such  event,  the
Company  shall give  written  notice of such  reduction  of the number of shares
subject to the option to each  Employee  affected  thereby  and shall  similarly
reduce the rate of Contributions, if necessary.

                  (b) The  participant  will have no interest or voting right in
shares covered by his or her option until such option has been exercised.

                  (c) Shares to be  delivered  to a  participant  under the Plan
will  be  registered  in the  name  of the  participant  or in the  name  of the
participant and his or her spouse.

         14. Administration. The Board, or a committee named by the Board, shall
supervise and administer the Plan and shall have full power to adopt,  amend and
rescind any rules deemed desirable and appropriate for the administration of the
Plan and not inconsistent with the Plan, to construe and interpret the Plan, and
to make all other  determinations  necessary or advisable for the administration
of the Plan. The  composition of the committee  shall be in accordance  with the

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requirements  to obtain or retain any available  exemption from the operation of
Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.

         15.      Designation of Beneficiary.

                  (a)  A  participant  may  file  a  written  designation  of  a
beneficiary   who  is  to  receive  any  shares  and  cash,  if  any,  from  the
participant's  account under the Plan in the event of such  participant's  death
subsequent  to the end of a Purchase  Period but prior to delivery to him or her
of such  shares  and  cash.  In  addition,  a  participant  may  file a  written
designation of a beneficiary  who is to receive any cash from the  participant's
account  under the Plan in the event of such  participant's  death  prior to the
Purchase  Date of the  Offering  Period.  If a  participant  is married  and the
designated  beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                  (b) Such  designation  of  beneficiary  may be  changed by the
participant  (and his or her spouse,  if any) at any time by written notice.  In
the event of the death of a  participant  and in the  absence  of a  beneficiary
validly   designated  under  the  Plan  who  is  living  at  the  time  of  such
participant's  death,  the Company  shall deliver such shares and/or cash to the
executor  or  administrator  of the  estate  of the  participant,  or if no such
executor or administrator  has been appointed (to the knowledge of the Company),
the  Company,  in its  discretion,  may deliver  such shares  and/or cash to the
spouse or to any one or more dependents or relatives of the  participant,  or if
no spouse,  dependent  or relative is known to the  Company,  then to such other
person as the Company may designate.

         16. Transferability.  Neither Contributions credited to a participant's
account nor any rights  with  regard to the  exercise of an option or to receive
shares  under  the Plan  may be  assigned,  transferred,  pledged  or  otherwise
disposed  of  in  any  way  (other  than  by  will,  the  laws  of  descent  and
distribution, or as provided in Section 15) by the participant. Any such attempt
at assignment,  transfer,  pledge or other  disposition shall be without effect,
except that the  Company may treat such act as an election to withdraw  funds in
accordance with Section 10.

         17. Use of Funds.  All  Contributions  received  or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such Contributions.

         18.   Reports.   Individual   accounts  will  be  maintained  for  each
participant  in the Plan.  Statements of account will be given to  participating
Employees promptly following each Purchase Date, which statements will set forth
the amounts of Contributions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.

         19.      Adjustments   Upon   Changes  in   Capitalization;   Corporate
Transactions.

                  (a)  Adjustment.   Subject  to  any  required  action  by  the
shareholders  of the Company,  the number of shares of Common  Stock  covered by
each option  under the Plan which has not yet been  exercised  and the number of
shares of Common Stock which have been  authorized  for issuance  under the Plan
but have not yet been placed under option  (collectively,  the 

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"Reserves"),  as well as the price per share of  Common  Stock  covered  by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of shares of Common  Stock  effected  without  receipt of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration".  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as expressly  provided herein, no issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.

                  (b)  Corporate  Transactions.  In the  event  of the  proposed
dissolution or liquidation  of the Company,  the Offering  Period will terminate
immediately prior to the consummation of such proposed action,  unless otherwise
provided by the Board.  In the event of a proposed sale of all or  substantially
all of the  assets of the  Company,  or the merger of the  Company  with or into
another  corporation,  each  option  under  the  Plan  shall  be  assumed  or an
equivalent option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or  substitution,
to shorten the Offering  Period then in progress by setting a new Purchase  Date
(the "New Purchase  Date").  If the Board  shortens the Offering  Period then in
progress in lieu of assumption or  substitution in the event of a merger or sale
of assets, the Board shall notify each participant in writing, at least ten (10)
days  prior to the New  Purchase  Date,  that the  Purchase  Date for his or her
option has been changed to the New Purchase Date and that his or her option will
be exercised  automatically on the New Purchase Date,  unless prior to such date
he or she has withdrawn from the Offering  Period as provided in Section 10. For
purposes of this paragraph,  an option granted under the Plan shall be deemed to
be assumed if,  following the sale of assets or merger,  the option  confers the
right to  purchase,  for each  share  of  option  stock  subject  to the  option
immediately prior to the sale of assets or merger,  the  consideration  (whether
stock,  cash or other securities or property)  received in the sale of assets or
merger by  holders of Common  Stock for each  share of Common  Stock held on the
effective date of the transaction  (and if such holders were offered a choice of
consideration,  the type of consideration chosen by the holders of a majority of
the  outstanding  shares  of  Common  Stock);  provided,  however,  that if such
consideration  received  in the sale of assets or merger was not  solely  common
stock of the successor  corporation  or its parent (as defined in Section 424(e)
of the Code),  the Board may, with the consent of the successor  corporation and
the participant,  provide for the  consideration to be received upon exercise of
the option to be solely common stock of the successor  corporation or its parent
equal in fair market value to the per share consideration received by holders of
Common Stock and the sale of assets or merger.

                  The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding  option, in the event that
the  Company  effects  one or more  reorganizations,  recapitalizations,  rights
offerings or other increases or reductions of shares of its  outstanding  

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Common Stock, and in the event of the Company being  consolidated with or merged
into any other corporation.

         20.      Amendment or Termination.

                  (a) The  Board of  Directors  of the  Company  may at any time
terminate  or amend  the  Plan.  Except  as  provided  in  Section  19,  no such
termination may affect options previously granted, nor may an amendment make any
change in any option  theretofore  granted which adversely affects the rights of
any participant.  In addition, to the extent necessary to comply with Rule 16b-3
under the Exchange Act, or under Section 423 of the Code (or any successor  rule
or provision or any  applicable  law or  regulation),  the Company  shall obtain
shareholder approval in such a manner and to such a degree as so required.

                  (b) Without  shareholder consent and without regard to whether
any participant  rights may be considered to have been adversely  affected,  the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period,  establish  the  exchange  ratio  applicable  to amounts  withheld  in a
currency other than U.S.  dollars,  permit payroll  withholding in excess of the
amount  designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections,  establish
reasonable  waiting and  adjustment  periods  and/or  accounting  and  crediting
procedures  to ensure that amounts  applied  toward the purchase of Common Stock
for  each  participant  properly  correspond  with  amounts  withheld  from  the
participant's  Compensation,  and establish such other limitations or procedures
as the Board (or its  committee)  determines  in its sole  discretion  advisable
which are consistent with the Plan.

         21. Notices.  All notices or other  communications  by a participant to
the Company  under or in  connection  with the Plan shall be deemed to have been
duly given when  received in the form  specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities Act of 1933, as amended,  the Exchange Act, the rules and regulations
promulgated  thereunder,  and the  requirements of any stock exchange upon which
the shares may then be listed,  and shall be further  subject to the approval of
counsel for the Company with respect to such compliance.

                  As a condition to the  exercise of an option,  the Company may
require the person  exercising  such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without  any  present  intention  to sell or  distribute  such shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned applicable provisions of law.

         23. Term of Plan;  Effective Date. The Plan shall become effective upon
the earlier to occur of its  adoption by the Board of  Directors or its approval
by the  shareholders  of the

                                       9
<PAGE>

Company.  It shall  continue  in effect for a term of twenty  (20) years  unless
sooner terminated under Section 20.

         23. Additional  Restrictions of Rule 16b-3. The terms and conditions of
options granted  hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the  applicable  provisions  of
Rule  16b-3.  This Plan  shall be  deemed to  contain,  and such  options  shall
contain,  and the shares issued upon exercise  thereof shall be subject to, such
additional  conditions  and  restrictions  as may be  required  by Rule 16b-3 to
qualify for the  maximum  exemption  from  Section 16 of the  Exchange  Act with
respect to Plan transactions.


                                       10
<PAGE>


                               LANDEC CORPORATION


                        1995 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT



                                                            New Election ______
                                                      Change of Election ______


         1. I,  ________________________,  hereby  elect to  participate  in the
Landec  Corporation  1995  Employee  Stock  Purchase  Plan (the  "Plan") for the
Offering Period ______________, 19__ to _______________,  19__, and subscribe to
purchase  shares  of  the  Company's   Common  Stock  in  accordance  with  this
Subscription Agreement and the Plan.

         2.  I  elect  to  have  Contributions  in the  amount  of  ____%  of my
Compensation,  as those terms are defined in the Plan, applied to this purchase.
I understand  that this amount must not be less than 1% and not more than 10% of
my  Compensation  during the Offering  Period.  (Please note that no  fractional
percentages are permitted).

         3. I hereby authorize payroll  deductions from each paycheck during the
Offering Period at the rate stated in Item 2 of this Subscription  Agreement.  I
understand  that all  payroll  deductions  made by me shall  be  credited  to my
account under the Plan and that I may not make any additional payments into such
account.  I understand that all payments made by me shall be accumulated for the
purchase of shares of Common Stock at the applicable  purchase price  determined
in accordance with the Plan. I further  understand that, except as otherwise set
forth  in the  Plan,  shares  will be  purchased  for me  automatically  on each
Purchase Date of the Offering  Period unless I otherwise  withdraw from the Plan
by giving written notice to the Company for such purpose.

         4. I understand  that I may discontinue at any time prior to a Purchase
Date my  participation in the Plan as provided in Section 10 of the Plan. I also
understand that I can decrease the rate of my Contributions on one occasion only
during any Offering Period by completing and filing a new Subscription Agreement
with such  decrease  taking  effect as of the  beginning of the  calendar  month
following  the date of filing  of the new  Subscription  Agreement,  if filed at
least ten (10) business days prior to the  beginning of such month.  Further,  I
may change the rate of deductions  for future  Offering  Periods by filing a new
Subscription  Agreement,  and  any  such  change  will  be  effective  as of the
beginning of the next Offering Period. In addition, I acknowledge that, unless I
discontinue my  participation in the Plan as provided in Section 10 of the Plan,
my election will continue to be effective for each successive Offering Period.

         5. I have received a copy of the Company's  most recent  description of
the Plan and a copy of the complete  "Landec  Corporation  1995  Employee  Stock
Purchase  Plan."  I  understand  that  my  participation  in the  Plan is in all
respects subject to the terms of the Plan.

<PAGE>

         6.  Shares  purchased  for me under  the Plan  should  be issued in the
name(s) of (name of employee or employee and spouse only):

                                          ------------------------------------

                                          ------------------------------------

         7. In the event of my death,  I hereby  designate  the  following as my
beneficiary(ies) to receive all payments and shares due to me under the Plan:



NAME:  (Please print)                     _____________________________________
                                          (First)       (Middle)        (Last)

--------------------                      -------------------------------------
(Relationship)                            (Address)

                                          -------------------------------------

         8. I understand that if I dispose of any shares received by me pursuant
to the Plan  within 2 years  after  the  Offering  Date  (the  first  day of the
Offering Period during which I purchased such shares) or within 1 year after the
Purchase  Date (the last day of the  Offering  Period),  I will be  treated  for
federal income tax purposes as having received ordinary  compensation  income at
the time of such disposition in an amount equal to the excess of the fair market
value of the  shares on the  Purchase  Date over the price  which I paid for the
shares,  regardless  of  whether I  disposed  of the shares at a price less than
their fair market value at the Purchase Date. The remainder of the gain or loss,
if any, recognized on such disposition will be treated as capital gain or loss.

                  I hereby agree to notify the Company in writing within 30 days
after the date of any such disposition,  and I will make adequate  provision for
federal,  state or other tax withholding  obligations,  if any, which arise upon
the disposition of the Common Stock.  The Company may, but will not be obligated
to,  withhold from my compensation  the amount  necessary to meet any applicable
withholding  obligation including any withholding necessary to make available to
the Company any tax  deductions  or benefits  attributable  to the sale or early
disposition of Common Stock by me.

         9. If I dispose  of such  shares at any time  after  expiration  of the
2-year and 1-year  holding  periods,  I  understand  that I will be treated  for
federal income tax purposes as having received  compensation  income only to the
extent of an amount  equal to the  lesser of (1) the  excess of the fair  market
value of the  shares at the time of such  disposition  over the  purchase  price
which I paid for the  shares  under the  option,  or (2) 15% of the fair  market
value of the shares on the Offering  Date. The remainder of the gain or loss, if
any, recognized on such disposition will be treated as capital gain or loss.

                                      -2-
<PAGE>

         I understand  that this tax summary is only a summary and is subject to
change. I further  understand that I should consult a tax advisor concerning the
tax implications of the purchase and sale of stock under the Plan.

         10.  I  hereby  agree  to be  bound  by  the  terms  of the  Plan.  The
effectiveness of this Subscription Agreement is dependent upon my eligibility to
participate in the Plan.



SIGNATURE: ___________________________________

SOCIAL SECURITY #: ___________________________

DATE: ________________________________________



SPOUSE'S SIGNATURE (necessary if beneficiary is not spouse):


______________________________________________
(Signature)


______________________________________________
(Print name)



                                      -3-
<PAGE>



                               LANDEC CORPORATION

                        1995 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL




         I,   __________________________,    hereby   elect   to   withdraw   my
participation  in the Landec  Corporation 1995 Employee Stock Purchase Plan (the
"Plan")  for  the  Offering  Period   _________.   This  withdrawal  covers  all
Contributions  credited to my account and is  effective  on the date  designated
below.

         I understand that all Contributions credited to my account will be paid
to me within ten (10)  business days of receipt by the Company of this Notice of
Withdrawal  and  that  my  option  for the  current  period  will  automatically
terminate,  and that no further  Contributions for the purchase of shares can be
made by me during the Offering Period.

         The undersigned  further understands and agrees that he or she shall be
eligible to participate in succeeding offering periods only by delivering to the
Company a new Subscription Agreement.

         If the  undersigned is an Officer or Director of Landec  Corporation or
other person subject to Section 16 of the  Securities  Exchange Act of 1934, the
undersigned  further  understands  that  under  rules  promulgated  by the  U.S.
Securities and Exchange Commission he or she may not re-enroll in the Plan for a
period of six (6) months after withdrawal.



Dated:___________________                  ____________________________________
                                           Signature of Employee


                                           ____________________________________
                                           Social Security Number


