
                               LANDEC CORPORATION

                             1996 STOCK OPTION PLAN

         1. Purposes of the Plan.  The purposes of this Stock Option Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

                  Options  granted  hereunder  may  be  either  Incentive  Stock
Options  (as  defined  under  Section  422 of the  Code) or  Nonstatutory  Stock
Options,  at the  discretion  of the Board and as  reflected in the terms of the
written option agreement.

         2. Definitions. As used herein, the following definitions shall apply:

                  (a)  "Administrator"  shall  mean  the  Board  or  any  of its
Committees appointed pursuant to Section 4 of the Plan.

                  (b)  "Affiliate"  shall mean an entity other than a Subsidiary
(as defined below) in which the Company owns an equity interest.

                  (c)  "Applicable  Laws"  shall have the  meaning  set forth in
Section 4(a) below.

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

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

                  (f)  "Committee"  shall mean the  Committee  appointed  by the
Board of  Directors  in  accordance  with  Section  4(a) of the Plan,  if one is
appointed.

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

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

                  (i) "Consultant" means any person,  including an advisor,  who
is engaged by the Company or any Parent or Subsidiary to render  services and is
compensated  for such  services;  provided  that the term  Consultant  shall not
include  directors who are not compensated for their services or are paid only a
director's fee by the Company.

                  (j)  "Continuous  Status as an Employee or  Consultant"  shall
mean the absence of any interruption or termination of service as an Employee or
Consultant.  Continuous  Status  as an  Employee  or  Consultant  shall  not  be
considered  interrupted in the case of sick leave,  military leave, or any other
leave of absence approved by the Administrator;  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.  For purposes of this Plan, a change
in status from an Employee to a Consultant  or from a Consultant  to an Employee
will not constitute a termination of employment.

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                  (k) "Director" shall mean a member of the Board.

                  (1)  "Employee"  shall  mean any person  (including  any Named
Executive,  Officer  or  Director)  employed  by  the  Company  or  any  Parent,
Subsidiary  or  Affiliate  of the  Company.  The  payment  by the  Company  of a
director's fee to a Director shall not be sufficient to constitute  "employment"
of such Director by the Company.

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

                  (n) "Fair Market  Value" means,  as of any date,  the value of
Common Stock determined as follows:

                           (i) If the Common Stock is listed on any  established
stock  exchange or a national  market system  including  without  limitation the
National  Market  of  the  National  Association  of  Securities  Dealers,  Inc.
Automated  Quotation  ("Nasdaq")  System,  its Fair  Market  Value  shall be the
closing  sales  price for such  stock as  quoted  on such  system on the date of
determination  (if for a given day no sales were  reported,  the  closing bid on
that day shall be used), as such price is reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

                           (ii) If the  Common  Stock is  quoted  on the  Nasdaq
System  (but not on the  National  Market  thereof)  or  regularly  quoted  by a
recognized  securities  dealer but  selling  prices are not  reported,  its Fair
Market  Value shall be the mean  between the bid and asked prices for the Common
Stock or;

                           (iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.

                  (o) "Incentive  Stock Option" shall mean an Option intended to
qualify as an incentive  stock  option  within the meaning of Section 422 of the
Code, as designated in the applicable written option agreement.

                  (p) "Named  Executive"  shall mean any individual  who, on the
last day of the  Company's  fiscal year, is the chief  executive  officer of the
Company (or is acting in such  capacity) or among the four  highest  compensated
officers of the Company (other than the chief executive  officer).  Such officer
status shall be  determined  pursuant to the executive  compensation  disclosure
rules under the Exchange Act.

                  (q)  "Nonstatutory  Stock  Option"  shall  mean an Option  not
intended  to  qualify  as an  Incentive  Stock  Option,  as  designated  in  the
applicable written option agreement.

                  (r)  "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.


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<PAGE>

                  (s) "Option" shall mean a stock option granted pursuant to the
Plan.

                  (t) "Optioned Stock" shall mean the Common Stock subject to an
Option.

                  (u)  "Optionee"  shall  mean an  Employee  or  Consultant  who
receives an Option.

                  (v) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (w) "Plan" shall mean this 1996 Stock Option Plan.

                  (x) "Rule 16b-3" shall mean Rule 16b-3  promulgated  under the
Exchange  Act as the same may be  amended  from time to time,  or any  successor
provision.

                  (y)  "Share"  shall  mean a  share  of the  Common  Stock,  as
adjusted in accordance with Section 14 of the Plan.

                  (z)  "Subsidiary"  shall  mean  a  "subsidiary   corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the Code.

         3. Stock Subject to the Plan.  Subject to the  provisions of Section 14
of the Plan,  the maximum  aggregate  number of shares that may be optioned  and
sold  under the Plan is  750,000  shares  of Common  Stock.  The  Shares  may be
authorized, but unissued, or reacquired Common Stock.

                  If an Option  should  expire or become  unexercisable  for any
reason without having been  exercised in full the  unpurchased  Shares that were
subject  thereto  shall,  unless  the Plan shall  have been  terminated,  become
available for future grant under the Plan.  Notwithstanding  any other provision
of the Plan,  shares issued under the Plan and later  repurchased by the Company
shall not become available for future grant under the Plan.

         4. Administration of the Plan.

                  (a) Composition of Administrator.

                           (i) Multiple  Administrative  Bodies. If permitted by
Rule 16b-3,  and by the legal  requirements  relating to the  administration  of
incentive stock option plans, if any, of applicable securities laws and the Code
(collectively,  the "Applicable Laws"), grants under the Plan may (but need not)
be made by different  administrative bodies with respect to Directors,  Officers
who are not directors and Employees who are neither Directors nor Officers.

                           (ii)  Administration  with respect to  Directors  and
Officers.  With respect to grants of Options to Employees or Consultants who are
also  Officers or Directors of the Company,  grants under the Plan shall be made
by (A) the Board, if the Board may make grants under the Plan in compliance with
Rule 16b-3 and Section  162(m) of the Code as it applies so as to qualify grants
of Options to Named Executives as performance-based

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<PAGE>

compensation,  or (B) a Committee  designated  by the Board to make grants under
the Plan,  which  Committee  shall be  constituted in such a manner as to permit
grants under the Plan to comply with Rule 16b-3, to qualify grants of Options to
Named Executives as  performance-based  compensation under Section 162(m) of the
Code and otherwise so as to satisfy the Applicable Laws.

                           (iii)  Administration  with respect to Other Persons.
With respect to grants of Options to Employees  or  Consultants  who are neither
Directors nor Officers of the Company, the Plan shall be administered by (A) the
Board or (B) a  Committee  designated  by the Board,  which  Committee  shall be
constituted in such a manner as to satisfy the Applicable Laws.

                           (iv)  General.  If a  Committee  has  been  appointed
pursuant to subSection  (ii) or (iii) of this Section 4(a), such Committee shall
continue to serve in its  designated  capacity until  otherwise  directed by the
Board.  From time to time the Board may increase the size of any  Committee  and
appoint additional  members thereof,  remove members (with or without cause) and
appoint new members in substitution  therefor,  fill vacancies  (however caused)
and remove all members of a Committee and  thereafter  directly  administer  the
Plan, all to the extent  permitted by the Applicable  Laws and, in the case of a
Committee appointed under subSection (ii), to the extent permitted by Rule 16b-3
and to the extent required under Section 162(m) of the Code to qualify grants of
Options to Named Executives as performance-based compensation.

                  (b) Powers of the Administrator.  Subject to the provisions of
the Plan and in the case of a Committee,  the specific  duties  delegated by the
Board to such  Committee,  the  Administrator  shall have the authority,  in its
discretion:

                           (i) to determine  the Fair Market Value of the Common
Stock, in accordance with Section 2(m) of the Plan;

                           (ii) to select the Employees and  Consultants to whom
Options may from time to time be granted hereunder;

                           (iii) to determine whether and to what extent Options
are granted hereunder;

                           (iv) to  determine  the  number  of  shares of Common
Stock to be covered by each such award granted hereunder;

                           (v) to approve  forms of agreement  for use under the
Plan;

                           (vi) to  determine  the  terms  and  conditions,  not
inconsistent  with  the  terms  of the  Plan,  of any  award  granted  hereunder
(including,  but  not  limited  to,  the  share  price  and any  restriction  or
limitation,  or any vesting  acceleration  or waiver of forfeiture  restrictions
regarding any Option and/or the shares of Common Stock relating  thereto,  based
in each case on such factors as the Administrator  shall determine,  in its sole
discretion);

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<PAGE>

                           (vii) to reduce the  exercise  price of any Option to
the then  current Fair Market Value if the Fair Market Value of the Common Stock
covered  by such  Option  shall  have  declined  since the date the  Option  was
granted.

                  (c)  Effect  of  Administrator's   Decision.   All  decisions,
determinations  and  interpretations  of the  Administrator  shall be final  and
binding on all Optionees and any other holders of any Options.

         5. Eligibility.

                  (a)  Recipients of Grants.  Nonstatutory  Stock Options may be
granted to Employees  and  Consultants.  Incentive  Stock Options may be granted
only to Employees,  provided,  however, that Employees of an Affiliate shall not
be eligible to receive  Incentive  Stock Options.  An Employee or Consultant who
has been granted an Option may, if he or she is otherwise  eligible,  be granted
an additional Option or Options.

                  (b) Type of Option.  Each Option  shall be  designated  in the
written option  agreement as either an Incentive  Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designations, to the extent that the
aggregate  Fair Market  Value of Shares with  respect to which  Incentive  Stock
Options are  exercisable  for the first time by an Optionee  during any calendar
year  (under  all plans of the  Company  or any  Parent or  Subsidiary)  exceeds
$100,000,  such excess Options shall be treated as  Nonstatutory  Stock Options.
For purposes of this Section 5(b),  Incentive  Stock Options shall be taken into
account in the order in which they were  granted,  and the Fair Market  Value of
the Shares  shall be  determined  as of the time the Option with respect to such
Shares is granted.

                  (c) No Employment  Rights.  The Plan shall not confer upon any
Optionee any right with respect to  continuation  of  employment  or  consulting
relationship with the Company, nor shall it interfere in any way with his or her
right or the Company's  right to terminate  his or her  employment or consulting
relationship at any time, with or without cause.

         6. Term of Plan.  The Plan shall become  effective  upon the earlier to
occur of its  adoption by the Board or its approval by the  shareholders  of the
Company as described in Section 20 of the Plan. It shall  continue in effect for
a term often (10) years unless sooner terminated under Section 16 of the Plan.

         7. Term of Option.  The term of each Option shall be the term stated in
the Option Agreement;  provided, however, that in the case of an Incentive Stock
Option,  the term  shall be no more than ten (10)  years  from the date of grant
thereof  or  such  shorter  term as may be  provided  in the  Option  Agreement.
However, in the case of an Incentive Stock Option granted to an Optionee who, at
the time the Option is granted,  owns stock  representing  more than ten percent
(10%) of the total combined  voting power of all classes of stock of the Company
or any Parent or Subsidiary, the term of the Option shall be five (5) years from
the date of grant  thereof or such shorter term as may be provided in the Option
Agreement.

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<PAGE>

         8. Limitation on Grants to Employees. Subject to adjustment as provided
in this  Plan,  the  maximum  number of Shares  which may be  subject to options
granted to any one  Employee  under this Plan for any fiscal year of the Company
shall be 500,000.

         9. Option Exercise Price and Consideration.

                  (a)  Exercise  Price.  The per  Share  exercise  price for the
Shares to be issued  pursuant to exercise of an Option shall be such price as is
determined by the Administrator, but shall be subject to the following:

                           (i)      In the case of an Incentive Stock Option

                                    (A) granted to an Employee  who, at the time
of the grant of such Incentive Stock Option,  owns stock  representing more than
ten percent  (10%) of the voting power of all classes of stock of the Company or
any Parent or  Subsidiary,  the per Share  exercise  price shall be no less than
110% of the Fair Market Value per Share on the date of grant; or

                                    (B) granted to any other  Employee,  the per
Share  exercise  price shall be no less than 100% of the Fair  Market  Value per
Share on the date of grant.

                           (ii)     In the case of a Nonstatutory Stock Option

                                    (A)  granted to a person who, at the time of
the grant of such Option,  is a Named  Executive  of the Company,  the per share
Exercise  Price shall be no less than 100% of the Fair Market  Value on the date
of grant; or

                                    (B) granted to any person other than a Named
Executive,  the per Share  exercise  price shall be no less than 85% of the Fair
Market Value per Share on the date of grant.

                           (iii)  Notwithstanding  anything  to the  contrary in
subsections  9(a)(i) or 9(a)(ii)  above,  in the case of an Option granted on or
after the effective date of  registration of any class of equity security of the
Company pursuant to Section 12 of the Exchange Act and prior to six months after
the termination of such  registration,  the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of grant.

                  (b) Permissible  Consideration.  The  consideration to be paid
for the Shares to be issued upon exercise of an Option,  including the method of
payment,  shall  be  determined  by the  Administrator  (and,  in the case of an
Incentive  Stock  Option,  shall be  determined  at the time of  grant)  and may
consist entirely of (1) cash, (2) check, (3)  authorization  from the Company to
retain from the total number of Shares as to which the Option is exercised  that
number of Shares having a Fair Market Value on the date of exercise equal to the
exercise  price  for the  total  number  of  Shares  as to which  the  Option is
exercised,  (4) delivery of a properly  executed  exercise  notice together with
irrevocable  instructions  to a broker to deliver  promptly  to the  Company the
amount of sale or loan  proceeds  required to pay the  exercise  price,  (5) any
combination of the foregoing methods of payment, or (6) such other consideration
and method of

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<PAGE>

payment for the  issuance  of Shares to the extent  permitted  under  Applicable
Laws. In making its determination as to the type of consideration to accept, the
Administrator  shall  consider  if  acceptance  of  such  consideration  may  be
reasonably expected to benefit the Company.

         10. Exercise of Option.

                  (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any
Option  granted  hereunder  shall be  exercisable  at such  times and under such
conditions as determined by the Administrator,  including  performance  criteria
with respect to the Company  and/or the  Optionee,  and as shall be  permissible
under the terms of the Plan.

                           An Option may not be  exercised  for a fraction  of a
Share.

                           An  Option  shall  be  deemed  to be  exercised  when
written notice of such exercise has been given to the Company in accordance with
the terms of the Option by the person  entitled to exercise  the Option and full
payment for the Shares with  respect to which the Option is  exercised  has been
received by the Company.  Full payment may, as authorized by the  Administrator,
consist of any  consideration and method of payment allowable under Section 9(b)
of the Plan.  Until the issuance (as evidenced by the  appropriate  entry on the
books of the Company or of a duly  authorized  transfer agent of the Company) of
the  stock  certificate  evidencing  such  Shares,  no right to vote or  receive
dividends or any other rights as a  shareholder  shall exist with respect to the
Optioned Stock,  notwithstanding  the exercise of the Option.  The Company shall
issue (or cause to be issued) such stock  certificate  promptly upon exercise of
the Option.  No adjustment  will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued,  except as
provided in Section 14 of the Plan.

                           Exercise of an Option in any manner shall result in a
decrease in the number of Shares which  thereafter  may be  available,  both for
purposes of the Plan and for sale under the  Option,  by the number of Shares as
to which the Option is exercised.

                  (b) Termination of Status as an Employee or Consultant. In the
event of  termination  of an  Optionee's  Continuous  Status as an  Employee  or
Consultant,  such  Optionee may, but only within thirty (30) days (or such other
period of time, not exceeding three (3) months in the case of an Incentive Stock
Option  or six (6)  months in the case of a  Nonstatutory  Stock  Option,  as is
determined  by the  Administrator,  with  such  determination  in the case of an
Incentive  Stock Option being made at the time of grant of the Option) after the
date of such  termination  (but in no event later than the date of expiration of
the term of such Option as set forth in the Option  Agreement),  exercise his or
her Option to the extent that he or she was  entitled to exercise it at the date
of such  termination.  To the  extent  that the  Optionee  was not  entitled  to
exercise the Option at the date of such termination, or if the optionee does not
exercise such Option (which he or she was entitled to exercise)  within the time
specified herein, the Option shall terminate.

                  (c)  Disability  of Optionee.  Notwithstanding  Section  10(b)
above,  in the event of  termination  of an Optionee's  Continuous  Status as an
Employee or Consultant as a result of his or her total and permanent  disability
(as defined in Section 22(e)(3) of the Code), he

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<PAGE>

or she may,  but only  within six (6)  months (or such other  period of time not
exceeding  twelve (12) months as is determined by the  Administrator,  with such
determination in the case of an Incentive Stock Option being made at the time of
grant of the Option)  from the date of such  termination  (but in no event later
than  the date of  expiration  of the term of such  Option  as set  forth in the
Option  Agreement),  exercise  his or her  Option  to the  extent  he or she was
entitled to exercise it at the date of such  termination.  To the extent that he
or she was not entitled to exercise the Option at the date of termination, or if
he does not exercise such Option (which he was entitled to exercise)  within the
time specified herein, the Option shall terminate.

                  (d)  Death  of  Optionee.  In the  event  of the  death  of an
Optionee:

                           (i)  during the term of the Option who is at the time
of his death an Employee or Consultant of the Company and who shall have been in
Continuous  Status as an Employee or  Consultant  since the date of grant of the
Option, the Option may be exercised,  at any time within six (6) months (or such
other period of time,  not  exceeding  six (6) months,  as is  determined by the
Administrator,  with such determination in the case of an Incentive Stock Option
being made at the time of grant of the Option)  following the date of death (but
in no event later than the date of  expiration of the term of such Option as set
forth in the  Option  Agreement),  by the  Optionee's  estate or by a person who
acquired the right to exercise the Option by bequest or inheritance  but only to
the extent of the right to exercise  that would have  accrued  had the  Optionee
continued living and remained in Continuous  Status as an Employee or Consultant
three  (3)  months  (or  such  other  period  of  time as is  determined  by the
Administrator  as  provided  above)  after  the date of  death,  subject  to the
limitation set forth in Section 5(b); or

                           (ii) within thirty (30) days (or such other period of
time not exceeding three (3) months as is determined by the Administrator,  with
such  determination  in the case of an Incentive  Stock Option being made at the
time of grant of the Option) after the  termination  of Continuous  Status as an
Employee or Consultant,  the Option may be exercised, at any time within six (6)
months  following  the date of death  (but in no  event  later  than the date of
expiration of the term of such Option as set forth in the Option Agreement),  by
the  Optionee' s estate or by a person who  acquired  the right to exercise  the
Option  by  bequest  or  inheritance,  but only to the  extent  of the  right to
exercise that had accrued at the date of termination.

                  (e) Rule 16b-3.  Options granted to persons subject to Section
16(b) of the  Exchange  Act must comply with Rule 16b-3 and shall  contain  such
additional  conditions or restrictions as may be required  thereunder to qualify
for the maximum  exemption  from  Section 16 of the Exchange Act with respect to
Plan transactions.

         11.  Withholding  Taxes.  As a  condition  to the  exercise  of Options
granted   hereunder,   the  Optionee  shall  make  such   arrangements   as  the
Administrator may require for the satisfaction of any federal,  state,  local or
foreign  withholding  tax  obligations  that may  arise in  connection  with the
exercise,  receipt or vesting of such Option.  The Company shall not be required
to issue any Shares under the Plan until such obligations are satisfied.

         12. Stock  Withholding to Satisfy  Withholding Tax Obligations.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this

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<PAGE>

paragraph.  When an Optionee  incurs tax liability in connection  with an Option
which tax liability is subject to tax withholding under applicable tax laws, and
the Optionee is  obligated to pay the Company an amount  required to be withheld
under  applicable  tax laws,  the  Optionee  may  satisfy  the  withholding  tax
obligation  by one or some  combination  of the following  methods:  (a) by cash
payment, or (b) out of Optionee's current  compensation,  or (c) if permitted by
the Administrator, in its discretion, by surrendering to the Company Shares that
(i) in the case of Shares previously acquired from the Company,  have been owned
by the Optionee for more than six months on the date of surrender, and (ii) have
a fair market  value on the date of surrender  equal to or less than  Optionee's
marginal tax rate times the ordinary  income  recognized,  or (d) by electing to
have the  Company  withhold  from the Shares to be issued  upon  exercise of the
Option  that  number of Shares  having a fair  market  value equal to the amount
required to be withheld.  For this purpose,  the fair market value of the Shares
to be  withheld  shall be  determined  on the date that the  amount of tax to be
withheld is to be determined (the "Tax Date").

                  Any  surrender by an Officer or Director of  previously  owned
Shares to satisfy tax  withholding  obligations  arising  upon  exercise of this
Option must comply with the applicable provisions of Rule 16b-3.

                  All  elections  by an  Optionee  to have  Shares  withheld  to
satisfy  tax  withholding  obligations  shall  be  made  in  writing  in a  form
acceptable  to  the   Administrator  and  shall  be  subject  to  the  following
restrictions:

                  (a) the  election  must be made on or prior to the  applicable
Tax Date;

                  (b) once made,  the election  shall be  irrevocable  as to the
particular Shares of the Option as to which the election is made; and

                  (c)  all  elections   shall  be  subject  to  the  consent  or
disapproval of the Administrator.

                           In the event the election to have Shares  withheld is
made by an Optionee  and the Tax Date is deferred  under  Section 83 of the Code
because no election is filed under Section 83(b) of the Code, the Optionee shall
receive the full number of Shares with  respect to which the Option is exercised
but such  Optionee  shall be  unconditionally  obligated  to tender  back to the
Company the proper number of Shares on the Tax Date.

         13.  Non-Transferability  of  Options.  The  Option  may  not be  sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the  laws of  descent  or  distribution;  provided  that  the
Administrator  may in  its  discretion  grant  transferable  Nonstatutory  Stock
Options  pursuant to option  agreements  specifying (i) the manner in which such
Nonstatutory  Stock  Options are  transferable  and (ii) that any such  transfer
shall be subject to the Applicable  Laws. The designation of a beneficiary by an
Optionee will not constitute a transfer. An Option may be exercised,  during the
lifetime of the Optionee, only by the Optionee or a transferee permitted by this
Section 13.

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<PAGE>

         14. 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  outstanding  Option,  the number of shares of Common  Stock that have been
authorized  for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon  cancellation or expiration
of an Option, the maximum number of shares of Common Stock for which Options may
be granted to any employee  under Section 8 of the Plan, and the price per share
of Common Stock covered by each  outstanding  Option,  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 issued 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
Administrator,  whose determination in that respect shall be final,  binding and
conclusive.  Except as expressly  provided herein, no issuance 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 Option will terminate immediately
prior to the consummation of such proposed action,  unless otherwise provided by
the Administrator. The Administrator may, in the exercise of its sole discretion
in such instances, declare that any Option shall terminate as of a date fixed by
the Administrator and give each Optionee the right to exercise his or her Option
as to all or any part of the Optioned  Stock,  including  Shares as to which the
Option would not  otherwise be  exercisable.  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,  the Option  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   Administrator
determines,  in the  exercise  of  its  sole  discretion  and in  lieu  of  such
assumption or  substitution,  that the Optionee shall have the right to exercise
the Option as to some or all of the Optioned Stock, including Shares as to which
the Option would not otherwise be  exercisable.  If the  Administrator  makes an
Option  exercisable  in lieu of  assumption  or  substitution  in the event of a
merger or sale of assets,  the Administrator  shall notify the Optionee that the
Option shall be  exercisable  for a period of fifteen (15) days from the date of
such notice, and the Option will terminate upon the expiration of such period.

         15. Time of Granting Options. The date of grant of an Option shall, for
all purposes,  be the date on which the  Administrator  makes the  determination
granting such Option or such other date as is  determined by the  Administrator;
provided,  however,  that in the case of any Incentive  Stock Option,  the grant
date  shall  be the  later  of the date on which  the  Administrator  makes  the
determination  granting such Incentive  Stock Option or the date of commencement
of the  Optionee's  employment  relationship  with the  Company.  Notice  of the

                                      -10-
<PAGE>

determination shall be given to each Employee or Consultant to whom an Option is
so granted within a reasonable time after the date of such grant.

         16. Amendment and Termination of the Plan.

                  (a)  Amendment  and  Termination.   The  Board  may  amend  or
terminate  the Plan  from  time to time in such  respects  as the Board may deem
advisable;  provided that, the following  revisions or amendments  shall require
approval of the  shareholders of the Company in the manner  described in Section
20 of the Plan:

                           (i) any  increase in the number of Shares  subject to
the Plan, other than an adjustment under Section 14 of the Plan;

                           (ii) any  change in the  designation  of the class of
persons eligible to be granted Options; or

                           (iii)  any  change  in the  limitation  on  grants to
employees  as described  in Section 8 of the Plan or other  changes  which would
require   shareholder   approval  to  qualify  options   granted   hereunder  as
performance-based compensation under Section 162(m) of the Code.

                  (b)   Shareholder   Approval.   If  any  amendment   requiring
shareholder  approval under Section 16(a) of the Plan is made  subsequent to the
first  registration  of any  class of equity  securities  by the  Company  under
Section 12 of the Exchange Act, such shareholder  approval shall be solicited as
described in Section 20 of the Plan.

                  (c) Effect of Amendment or Termination.  Any such amendment or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

         17.  Conditions  Upon  Issuance of Shares.  Shares  shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, 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 relevant provisions of law.

                                      -11-
<PAGE>

         18. Reservation of Shares.  The Company,  during the term of this Plan,
will at all times reserve and keep  available  such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. The inability of the Company
to  obtain  authority  from  any  regulatory  body  having  jurisdiction,  which
authority  is deemed by the  Company's  counsel  to be  necessary  to the lawful
issuance  and sale of any Shares  hereunder,  shall  relieve  the Company of any
liability  in  respect of the  failure to issue or sell such  Shares as to which
such requisite authority shall not have been obtained.

         19.  Option  Agreement.  Options  shall be evidenced by written  option
agreements in such form as the Board shall approve.

         20. Shareholder Approval.

                  (a)  Continuance  of the Plan shall be subject to  approval by
the  shareholders  of the Company  within twelve (12) months before or after the
date the Plan is adopted.  Such  shareholder  approval  shall be obtained in the
manner and to the degree required under applicable federal and state law and the
rules of any stock exchange upon which the Shares are listed.

                  (b) In the  event  that the  Company  registers  any  class of
equity  securities  pursuant to Section 12 of the  Exchange  Act,  any  required
approval of the  shareholders  of the Company  obtained after such  registration
shall  be  solicited  substantially  in  accordance  with  Section  14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.

                  (c) If any required  approval by the  shareholders of the Plan
itself or of any amendment  thereto is solicited at any time  otherwise  than in
the manner  described in Section 20(b)  hereof,  then the Company  shall,  at or
prior to the first annual meeting of  shareholders  held subsequent to the later
of (1) the first  registration of any class of equity  securities of the Company
under Section 12 of the Exchange Act or (2) the granting of an Option  hereunder
to an officer or director after such registration, do the following:

                           (i)  furnish in writing to the  holders  entitled  to
vote for the Plan  substantially the same information that would be required (if
proxies  to be voted with  respect to  approval  or  disapproval  of the Plan or
amendment  were then being  solicited)  by the rules and  regulations  in effect
under  Section  14(a)  of the  Exchange  Act at the  time  such  information  is
furnished; and

                           (ii)file  with, or mail for filing to, the Securities
and Exchange  Commission four copies of the written  information  referred to in
subsection (i) hereof not later than the date on which such information is first
sent or given to shareholders.

                                      -12-
<PAGE>

                               LANDEC CORPORATION

                             1996 STOCK OPTION PLAN

                          NOTICE OF STOCK OPTION GRANT



Optionee's Name and Address:

Optionee
OptioneeAddress1
OptioneeAddress2

         You have been  granted  an option to  purchase  Common  Stock of Landec
Corporation, (the "Company") as follows:

         Board Approval Date:                ___________________________

         Date of Grant (Later of Board
                  Approval Date or
                  Commencement of
                  Employment/Consulting):    ExercisePrice

         Exercise Price Per Share:           ExercisePrice

         Total Number of Shares Granted:     SharesGranted

         Total Price of Shares Granted:      TotalExercisePrice

         Type of Option:                     NoSharesISO Shares Incentive Stock
                                             Option
                         NoSharesNSO Shares Nonstatutory
                                             Stock Option

         Term/Expiration Date:               Term/ExpirDate

         Vesting Commencement Date:          VestingStartDate

         Vesting Schedule:                   VestingSchedule

         Termination Period:                 Option  may  be  exercised   for  a
                                             period of 30 days after termination
                                             of    employment    or   consulting
                                             relationship  except  as set out in
                                             Sections  7  and  8  of  the  Stock
                                             Option  Agreement  (but in no event
                                             later than the Expiration Date).
<PAGE>

         By your  signature and the  signature of the  Company's  representative
below,  you and the Company agree that this option is granted under and governed
by the terms and conditions of the Landec Corporation 1996 Stock Option Plan and
the Stock  Option  Agreement,  all of which are attached and made a part of this
document.

OPTIONEE:                             LANDEC CORPORATION



____________________________          By: ________________________________
Signature

____________________________          Title: _____________________________
Print Name


                                      -2-
<PAGE>

                               LANDEC CORPORATION


                             STOCK OPTION AGREEMENT

         1. Grant of Option. Landec Corporation,  a California  corporation (the
"Company"),  hereby  grants to the Optionee  named in the Notice of Stock Option
Grant  attached to this  Agreement  ("Optionee"),  an option (the  "Option")  to
purchase the total number of shares of Common Stock (the  "Shares") set forth in
the Notice of Stock Option Grant,  at the exercise  price per share set forth in
the Notice of Stock Option Grant (the  "Exercise  Price")  subject to the terms,
definitions and provisions of the 1996 Stock Option Plan (the "Plan") adopted by
the Company, which is incorporated in this Agreement by reference.  In the event
of a conflict between the terms of the Plan and the terms of this Agreement, the
terms of the Plan shall govern. Unless otherwise defined in this Agreement,  the
terms used in this Agreement shall have the meanings defined in the Plan.

         To the extent  designated  an  Incentive  Stock Option in the Notice of
Stock Option  Grant,  this Option is intended to qualify as an  Incentive  Stock
Option as  defined in  Section  422 of the  Internal  Revenue  Code of 1986,  as
amended  (the  "Code")  and,  to the extent not so  designated,  this  Option is
intended to be a Nonstatutory Stock Option.

         2. Exercise of Option. This Option shall be exercisable during its term
in  accordance  with the Vesting  Schedule set out in the Notice of Stock Option
Grant and with the provisions of Sections 9 and 10 of the Plan as follows:

                  (a)      Right to Exercise.

                           (i) This Option may not be  exercised  for a fraction
of a share.

                           (ii) In the event of Optionee's death,  disability or
other termination of employment, the exercisability of the Option is governed by
Sections 6, 7 and 8 below,  subject to the  limitations  contained in paragraphs
(iii) and (iv) below.

                           (iii) In no event may this Option be exercised  after
the date of  expiration of the term of this Option as set forth in the Notice of
Stock Option Grant.

                           (iv) If designated  an Incentive  Stock Option in the
Notice of Stock  Option  Grant,  in the event  that the  Shares  subject to this
Option (and all other Incentive Stock Options granted to Optionee by the Company
or any Parent or  Subsidiary)  that vest in any calendar  year have an aggregate
fair  market  value  (determined  for each  Share as of the Date of Grant of the
option  covering  such  Share) in excess of  $100,000,  the  Shares in excess of
$100,000  shall be  treated  as  subject  to a  Nonstatutory  Stock  Option,  in
accordance with Section 5 of the Plan.

                  (b)      Method of Exercise.
<PAGE>

                           (i) This Option shall be exercisable by delivering to
the  Company a written  notice of exercise  (in the form  attached as Exhibit A)
which shall state the election to exercise  the Option,  the number of Shares in
respect of which the Option is being exercised,  and such other  representations
and agreements as to the holder's  investment intent with respect to such Shares
of Common Stock as may be required by the Company  pursuant to the provisions of
the Plan. Such written notice shall be signed by Optionee and shall be delivered
in person or by certified  mail to the  Secretary  of the  Company.  The written
notice shall be accompanied by payment of the Exercise Price.  This Option shall
be deemed to be exercised  upon  receipt by the Company of such  written  notice
accompanied by the Exercise Price.

                           (ii) As a condition  to the  exercise of this Option,
Optionee  agrees to make  adequate  provision  for  federal,  state or other tax
withholding obligations,  if any, which arise upon the exercise of the Option or
disposition of Shares, whether by withholding, direct payment to the Company, or
otherwise.

                           (iii)  No  Shares  will  be  issued  pursuant  to the
exercise of an Option unless such  issuance and such exercise  shall comply with
all relevant  provisions of law and the  requirements of any stock exchange upon
which the Shares may then be listed.  Assuming such  compliance,  for income tax
purposes the Shares shall be considered  transferred  to Optionee on the date on
which the Option is exercised with respect to such Shares.

         3.  Optionee's  Representations.  In the event the  Shares  purchasable
pursuant  to the  exercise of this  Option  have not been  registered  under the
Securities  Act of 1933,  as amended (the  "Securities  Act"),  at the time this
Option is exercised,  Optionee shall,  if required by the Company,  concurrently
with the exercise of all or any portion of this  Option,  deliver to the Company
an  investment  representation  statement in customary  form, a copy of which is
available for Optionee's review from the Company upon request.

         4. Method of Payment.  Payment of the Exercise Price shall be by any of
the following,  or a combination of the following,  at the election of Optionee:
(a) cash;  (b)  check;  (c)  surrender  of other  Shares of Common  Stock of the
Company that (i) either have been owned by Optionee for more than six (6) months
on the date of surrender or were not acquired,  directly or indirectly, from the
Company, and (ii) have a Fair Market Value on the date of surrender equal to the
aggregate  exercise  price  of the  Shares  as to  which  said  Option  shall be
exercised; (d) authorization from the Company to retain from the total number of
Shares as to which the Option is exercised  that number of Shares  having a Fair
Market value on the date of exercise  equal to the exercise  price for the total
number  of Shares as to which  the  Option  is  exercised;  or (e) if there is a
public market for the Shares and they are registered  under the Securities  Act,
delivery  of a properly  executed  exercise  notice  together  with  irrevocable
instructions  to a broker to deliver  promptly to the Company the amount of sale
or loan proceeds required to pay the exercise price.

         5.  Restrictions  on Exercise.  This Option may not be exercised  until
such time as the Plan has been approved by the  shareholders of the Company,  or
if the  issuance of such  Shares upon such  exercise or the method of payment of
consideration  for such shares would  constitute  a

                                      -2-
<PAGE>

violation  of any  applicable  federal  or  state  securities  or  other  law or
regulation, including any rule under Part 207 of Title 12 of the Code of Federal
Regulations  ("Regulation  G") as promulgated by the Federal Reserve Board. As a
condition to the exercise of this  Option,  the Company may require  Optionee to
make any  representation  and  warranty to the Company as may be required by any
applicable law or regulation.

         6.  Termination  of  Relationship.  In  the  event  of  termination  of
Optionee's Continuous Status as an Employee or Consultant,  Optionee may, to the
extent otherwise so entitled at the date of such  termination (the  "Termination
Date"), exercise this Option during the Termination Period set out in the Notice
of Stock Option Grant.  To the extent that Optionee was not entitled to exercise
this Option at the date of such  termination,  or if Optionee  does not exercise
this Option within the time  specified in the Notice of Stock Option Grant,  the
Option shall terminate.

         7. Disability of Optionee.  Notwithstanding the provisions of Section 6
above,  in the  event of  termination  of  Optionee's  Continuous  Status  as an
Employee or Consultant as a result of total and permanent disability (as defined
in Section  22(e)(3) of the Code),  Optionee may, but only within six (6) months
from the date of termination of employment  (but in no event later than the date
of  expiration  of the term of this  Option as set forth in  Section  10 below),
exercise  the Option to the extent  otherwise  so  entitled  at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of termination, or if Optionee does not exercise such Option (to the
extent otherwise so entitled)  within the time specified in this Agreement,  the
Option shall terminate.

         8. Death of Optionee. In the event of the death of Optionee:

                  (a) during the term of this  Option and while an  Employee  of
the Company and having been in  Continuous  Status as an Employee or  Consultant
since the date of grant of the Option, the Option may be exercised,  at any time
within six (6) months  following  the date of death (but in no event  later than
the date of  expiration  of the term of this  Option as set forth in  Section 10
below),  by Optionee's  estate or by a person who acquired the right to exercise
the  Option by bequest  or  inheritance,  but only to the extent of the right to
exercise that would have accrued had Optionee  continued  living and remained in
Continuous  Status as an Employee or Consultant  three (3) months after the date
of death,  subject to the limitation  contained in Section  2(i)(d) above in the
case of an Incentive Stock Option; or

                  (b)  within  thirty  (30)  days  after  the   termination   of
Optionee's  Continuous  Status as an Employee or  Consultant,  the Option may be
exercised, at any time within six (6) months following the date of death (but in
no event  later than the date of  expiration  of the term of this  Option as set
forth in Section 10 below), by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or  inheritance,  but only to the extent
of the right to exercise that had accrued at the date of termination.

         9. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution. The
designation of a beneficiary  does not  constitute a transfer.  An Option may be
exercised  during the  lifetime  of

                                      -3-
<PAGE>

Optionee only by Optionee or a transferee  permitted by this section.  The terms
of this  Option  shall be binding  upon the  executors,  administrators,  heirs,
successors and assigns of Optionee.

         10. Term of Option.  This Option may be exercised  only within the term
set out in the Notice of Stock Option  Grant,  and may be exercised  during such
term only in accordance with the Plan and the terms of this Option.

         11. No Additional  Employment Rights.  Optionee  understands and agrees
that the vesting of Shares  pursuant  to the Vesting  Schedule is earned only by
continuing  as an Employee or Consultant at the will of the Company (not through
the act of being hired, being granted this Option or acquiring Shares under this
Agreement).  Optionee  further  acknowledges  and  agrees  that  nothing in this
Agreement, nor in the Plan which is incorporated in this Agreement by reference,
shall confer upon Optionee any right with respect to continuation as an Employee
or  Consultant  with the Company,  nor shall it interfere in any way with his or
her  right  or the  Company's  right  to  terminate  his or  her  employment  or
consulting relationship at any time, with or without cause.

         12. Tax Consequences. Optionee acknowledges that he or she has read the
brief summary set forth below of certain federal tax consequences of exercise of
this Option and disposition of the Shares under the law in effect as of the date
of grant. OPTIONEE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE,  AND
THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT HIS
OR HER OWN TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

                  (a) Exercise of Incentive  Stock Option.  If this Option is an
Incentive  Stock Option,  there will be no regular  federal income tax liability
upon the exercise of the Option, although the excess, if any, of the fair market
value of the  Shares on the date of  exercise  over the  Exercise  Price will be
treated  as an item of  alternative  minimum  taxable  income  for  federal  tax
purposes and may subject Optionee to the alternative  minimum tax in the year of
exercise.

                  (b) Exercise of Nonstatutory Stock Option. If this Option does
not qualify as an Incentive  Stock Option,  Optionee may incur  regular  federal
income tax liability  upon the exercise of the Option.  Optionee will be treated
as having  received  compensation  income (taxable at ordinary income tax rates)
equal to the excess,  if any, of the fair market value of the Shares on the date
of exercise over the Exercise Price. In addition,  if Optionee is an employee of
the  Company,   the  Company  will  be  required  to  withhold  from  Optionee's
compensation  or  collect  from  Optionee  and  pay  to  the  applicable  taxing
authorities an amount equal to a percentage of this  compensation  income at the
time of exercise.

                  (c)  Disposition  of Shares.  If this  Option is an  Incentive
Stock Option and if Shares transferred  pursuant to the Option are held for more
than one year after  exercise  and more than two years  after the Date of Grant,
any gain  realized on  disposition  of the Shares  will be treated as  long-term
capital  gain for federal  income tax  purposes.  If Shares  purchased  under an
Incentive  Stock  Option  are  disposed  of before the end of either of such two
holding  periods,  then any gain realized on such disposition will be treated as
compensation income (taxable at ordinary

                                      -4-
<PAGE>

income rates) to the extent of the excess, if any, of the lesser of (i) the fair
market value of the Shares on the date of exercise,  or (ii) the sales proceeds,
over the Exercise  Price.  If this Option is a Nonstatutory  Stock Option,  then
gain  realized  on the  disposition  of Shares will be treated as  long-term  or
short-term  capital gain depending on whether or not the disposition occurs more
than one year after the exercise date.

                  (d) Notice of Disqualifying Disposition. If the Option granted
to Optionee in this  Agreement is an  Incentive  Stock  Option,  and if Optionee
sells or  otherwise  disposes  of any of the  Shares  acquired  pursuant  to the
Incentive  Stock  Option on or before the later of (i) the date two years  after
the Date of Grant,  or (ii) the date one year after  transfer  of such Shares to
Optionee upon exercise of the Incentive Stock Option,  Optionee shall notify the
Company  in  writing  within  thirty  (30)  days  after  the  date  of any  such
disposition.  Optionee  agrees  that  Optionee  may be  subject  to  income  tax
withholding  by the Company on the  compensation  income  recognized by Optionee
from the early  disposition  by payment in cash or out of the  current  earnings
paid to Optionee.

         13. Signature.  This Stock Option Agreement shall be deemed executed by
the Company and Optionee  upon  execution by such parties of the Notice of Stock
Option Grant attached to this Stock Option Agreement.




                  [Remainder of page left intentionally blank]



                                      -5-
<PAGE>


                                    EXHIBIT A

                               NOTICE OF EXERCISE

To:               Landec Corporation
Attn:             Stock Option Administrator
Subject:          Notice of Intention to Exercise Stock Option

         This is official  notice that the undersigned  ("Optionee")  intends to
exercise  Optionee's option to purchase  __________ shares of Landec Corporation
Common Stock, under and pursuant to the Company's 1996 Stock Option Plan and the
Stock Option Agreement dated ___________, as follows:

                  Grant Number:                 ________________________________

                  Date of Purchase:             ________________________________

                  Number of Shares:             ________________________________

                  Purchase Price:               ________________________________

                  Method of Payment
                  of Purchase Price:            ________________________________


         Social Security No.:       ________________________________

         The shares should be issued as follows:

                  Name:    ________________________________

                  Address: ________________________________

                           ________________________________

                           ________________________________

                  Signed:  ________________________________

                  Date:    ________________________________

