LIFECORE BIOMEDICAL INC
CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>c89598exv10w4.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4


                           CHANGE OF CONTROL AGREEMENT


      This Agreement is made as of June 17, 2004, between Lifecore Biomedial,
Inc. a Minnesota corporation (the "Company"), and Dennis J. Allingham
("Employee").

      WITNESSETH THAT:

      WHEREAS, the Company believes that it is in the best interests of the
Company to maintain management capable of protecting and enhancing the best
interests of the Company and its shareholders; and

      WHEREAS, in connection therewith, the Company believes that it is
important for Employee to be available to assist and advise the Company and its
board of directors in the event the Company or its shareholders receives a
proposal for or considers a transfer of control of the Company, without being
influenced by any uncertainties which may exist with regard to Employee's future
employment.

      NOW, THEREFORE, to assure the Company that it will have continued access
to the dedicated services of Employee notwithstanding the possibility, threat or
occurrence of a change in control of the Company, and to induce Employee to
remain in the employ of the Company, the Company and Employee agree as follows:

      1. Definitions.

      As used herein, the following terms shall have the meanings set forth
below:

            (i) A "Change in Control" shall mean the occurrence of any of the
      following events:

                  (a) a change in control of the Company of a nature required to
            be reported in response to Item 6(e) of Schedule 14A of Regulation
            14A promulgated under the Securities Exchange Act of 1934, as
            amended ("Exchange Act"), whether or not the Company is then subject
            to such reporting requirement; or

                  (b) any "person" (as such term is used in Sections 13(d) and
            14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
            defined in Rule 13d-3 promulgated under the Exchange Act), directly
            or indirectly, of securities of the Company representing (a) at
            least 15% but no more than 50% of the combined voting power of the
            Company's then outstanding securities unless the transaction is
            approved by the Board of Directors of the Company in advance of the
            event, or
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            by a majority of the Continuing Directors within 30 days after the
            event, or (b) more than 50% of the combined voting power of the
            Company's then outstanding securities (regardless of any approval of
            the Board of Directors); or

                  (c) individuals who at the date hereof constitute the Board of
            Directors of the Company cease to constitute a majority thereof,
            provided that such change is the direct or indirect result of a
            proxy fight and contested election for positions on the Board; or

                  (d) the sale, lease, exchange or other transfer, directly or
            indirectly, of all or substantially all of the assets of the
            Company, in one transaction or in a series of related transactions;
            or

                  (e) a merger or consolidation to which the Company is a party
            if the shareholders of the Company immediately prior to the
            effective date of such merger or consolidation have "beneficial
            ownership" (as defined in Rule 13d-3 promulgated under the Exchange
            Act) immediately following the effective date of such merger or
            consolidation of securities of the surviving company representing
            (a) 50 percent or more, but not more than 85 percent, of the
            combined voting power of the surviving corporation's then
            outstanding securities, unless such merger or consolidation has been
            approved in advance by the Board of Directors of the Company in
            advance of the event, or by a majority of the Continuing Directors
            within 30 days after the event or (b) less than 50 percent of the
            combined voting power of the surviving corporation's then
            outstanding securities (regardless of any approval by the continuity
            directors); or

                  (f) the Board of Directors of the Company determines, in its
            sole and absolute discretion, that there has been a change in
            control of the Company.

            (ii) "Continuing Directors" shall include only those directors of
      the Company on the date hereof and those directors, as of a date 30 days
      prior to an event that would otherwise be considered a "Change in
      Control," who were nominated by Continuing Directors and duly elected by
      shareholders at an annual meeting thereof or nominated and elected by
      directors who were "Continuing Directors."

            (iii) "Good Reason" shall mean the occurrence of any of the
      following events:

                  (a) the assignment to Employee of responsibilities with the
            Company inconsistent with Employee's status as an executive of the
            Company or a substantial alteration in the nature of Employee's
            responsibilities from those in effect immediately prior to a Change
            in Control;

                  (b) a reduction by the Company in Employee's base salary as in
            effect immediately prior to a Change in Control;

                  (c) relocation of Employee to an office located more than
            fifty (50) miles of Employee's office location immediately prior to
            a Change in Control, except for requirements of temporary travel on
            the Company's business to an


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            extent substantially consistent with Employee's business travel
            obligations immediately prior to a Change in Control;

                  (d) except to the extent otherwise required by applicable law,
            the failure by the Company to continue in effect any material
            benefit or compensation plan in which Employee is participating
            immediately prior to a Change in Control (or plans providing
            Employee with substantially similar benefits), the taking of any
            action by the Company or the Subsidiary which would adversely affect
            Employee's participation in, or materially reduce Employee's
            benefits under, any of such plans or deprive Employee of any
            material fringe benefit enjoyed by Employee immediately prior to
            such Change in Control, or the failure by the Company to provide
            employee with the number of paid vacation days to which Employee is
            entitled immediately prior to such Change in Control in accordance
            with the Company's vacation policy as then in effect; or

                  (e) the failure by the Company to obtain, as specified in
            Section 5(i) hereof, an assumption of the obligations of the Company
            to perform this Agreement by any successor to the Company.

            Notwithstanding the foregoing, none of the forgoing events shall be
      considered "Good Reason" if it occurs in connection with the Employee's
      death or disability.

            (iv) "Cause" shall mean termination by the Company of Employee's
      employment based upon (a) the willful and continued failure by Employee
      substantially to perform his duties and obligations (other than any such
      failure resulting from his incapacity due to physical or mental illness)
      or (b) the willful misconduct of Employee which is materially injurious to
      the Company or any of its subsidiaries, monetarily or otherwise. For
      purposes of this paragraph, an act, or failure to act, shall be considered
      "willful" if done, or omitted to be done, by Employee in bad faith and
      without reasonable belief that the action or omission was in the best
      interests of the Company.

            (v) "Disability" shall mean any physical or mental condition which
      would qualify Employee for a disability benefit under the long-term
      disability plan of the Company.

      2. Term of Agreement.

      This Agreement shall commence on the date hereof and shall continue in
effect until (i) Employee and the Company mutually agree in writing to terminate
this Agreement, (ii) termination of Employee's employment with the Company in a
manner other than as set forth in Section 3(i) hereof or (iii) Employee reaches
the age of sixty-five (65).

      3. Termination of Employment.


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            (i) Employee shall be entitled to receive the cash payment and other
      benefits provided in Section 4 hereof if any of the following events occur
      following a Change in Control which occurs during the term of this
      Agreement:

                  (a) the Company shall have terminated Employee without Cause
            within twenty-four (24) months of a Change in Control; or

                  (b) Employee shall have voluntarily terminated his employment
            with the Company for Good Reason within twenty-four (24) months of a
            Change in Control.

            (ii) Nothing contained herein shall be deemed to constitute a
      guarantee of employment or limit the Company's right to terminate Employee
      prior to a Change in Control or for Cause following a Change in Control.
      Employee's rights upon termination of employment prior to a Change in
      Control or after the expiration of the term of this Agreement or after the
      expiration of the prescribed periods following a Change in Control set
      forth in Section 3(i) shall be governed by the standard employment
      termination policy applicable to Employee in effect at the time of
      termination.

      4. Benefits Upon Termination Under Section 3(i).

      Upon the termination of Employee pursuant to Section 3(i) hereof, Employee
shall be entitled to receive the benefits specified in this Section 4. The
amounts due to Employee under this Section 4 shall be paid to Employee not later
than Employee's last day of employment. All payments to Employee pursuant to
this Section 4 shall be subject to any applicable payroll or other taxes
required by law to be withheld.

            (i) The Company shall pay to Employee (a) the full base salary
      earned by him and unpaid through the effective date of Employee's
      termination, at the rate in effect at the time notice of termination
      (voluntary or involuntary) was given, plus (b) an amount representing
      credit for any vacation earned by him in the current calendar year, but
      not taken.

            (ii) In lieu of any further base salary payments to Employee for
      periods subsequent to the date that the termination of Employee's
      employment becomes effective, the Company shall pay as severance pay to
      Employee a lump sum amount in cash equal to (i) the product of twenty-four
      multiplied by Employee's monthly base salary at the highest rate in effect
      during the twenty-four months immediately preceding the effective date of
      Employee's termination plus (ii) an amount equal to two times the amount
      of the most recent annual bonus and commission received by Employee.

            (iii) All options to purchase the Company's Common Stock and all
      other incentive awards granted to Employee under the Company's stock
      option or incentive compensation plans adopted by the Company (each, a
      "Plan" and, together, the "Plans") shall become immediately exercisable or
      vested, as the case may be; provided, however, such options or awards
      shall be exercisable or payable, as the case may be, only in a


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      manner consistent with the terms of the Plans and related stock option or
      other agreements, as applicable and as in effect upon the date of
      termination.

            (iv) For the twenty-four (24) month period immediately following the
      date of termination, the Company shall arrange to provide Employee with,
      and shall pay for, life, disability, accident and health insurance
      coverage benefits substantially similar to those the Employee was
      receiving under the Company's health and welfare benefit plans as in
      effect immediately prior to the date of the Change in Control. Benefits
      otherwise due to Employee pursuant to this clause (iv) shall be reduced to
      the extent comparable benefits are actually received from another source
      during the twenty-four (24) month period following the date of
      termination.

            (v) In addition to all other amounts payable to Employee under this
      Section 4, Employee shall be entitled to receive all benefits payable or
      distributable to Employee under any Company pension plan and any other
      plan or agreement relating to retirement benefits in accordance with the
      policies in respect thereof in effect as of the date of the Change in
      Control.

            (vi) The Company shall pay to Employee all legal fees and expenses
      incurred by Employee in seeking to obtain or enforce any right or benefit
      provided to Employee by this Agreement.

            (vii) The Company shall pay directly all fees and expenses of an
      outplacement service provider for outplacement services to Employee for a
      period of one year following the date of termination.

      Notwithstanding anything contained in this Agreement to the contrary, the
maximum amount to be paid by Company to Employee pursuant to the terms of this
Agreement and this Section 4 shall be limited to an amount which does not
constitute an "excess parachute payment" within the meaning of Section 2806 of
the Internal Revenue Code of 1954, as amended, or any successor provision or
regulations promulgated thereunder.

      Employee shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or otherwise. Other
then as provided in Section 4(iv), the amount of any payment or benefit provided
in this Section 4 shall not be reduced by any compensation earned by Employee as
a result of any employment by another employer.

      5. Successors; and Binding Agreement.

            (i) The Company will require any successor (whether direct or
      indirect, by purchase, merger, consolidation or otherwise), to all or
      substantially all of the business and/or assets of the Company, by written
      agreement in form and substance satisfactory to Employee, expressly to
      assume and agree to perform the Company's obligations under this Agreement
      arising out of any such succession in the same manner and to the same
      extent that the Company would be required to perform this Agreement.
      Failure of the


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      Company to obtain such agreement prior to the effectiveness of any such
      succession shall be a breach of this Agreement and shall entitle Employee
      to compensation from the Company in the same amount and on the same terms
      as Employee would be entitled hereunder if Employee terminated his
      employment after a Change in Control for Good Reason, except that for
      purposes of implementing the foregoing, the date on which any such
      succession becomes effective shall be deemed the date of termination. As
      used in this Agreement, "Company" shall mean the Company as hereinbefore
      defined and any successor to its business and/or assets as aforesaid which
      executes and delivers the agreement provided for in this Section 5(i) or
      which otherwise becomes bound by all the terms and provisions of this
      Agreement by operation of law.

            (ii) This Agreement is personal to Employee and Employee may not
      assign or transfer any part of his rights or duties hereunder, or any
      compensation due to him hereunder, to any other person. Notwithstanding
      the foregoing, this Agreement shall inure to the benefit of and be
      enforceable by Employee's personal or legal representatives, executors,
      administrators, heirs, distributees, devisees and legatees.

      6. Modification; Waiver.

      No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in a writing signed
by Employee and such officer as may be specifically designated by the Board of
Directors of the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of any condition or provision shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

      7. Notice.

      All notices, requests, demands and all other communications required or
permitted by either party to the other party by this Agreement (including,
without limitation, any notice of termination of employment) shall be in writing
and shall be deemed to have been duly given when delivered personally or mailed
by regular, certified or registered mail, return receipt requested, at the
address of the other party, as follows:

               If to the Company, to:

               Lifecore Biomedical, Inc.
               Attn:  Chief Executive Officer
               3515 Lyman Blvd.
               Chaska, MN  55318

               If to Employee, to:

               Dennis J. Allingham
               18759 Farmstead Circle
               Eden Prairie, MN  55347





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      8. Severability.

      If any term or provision of this Agreement or the application hereof to
any person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.

      9. Headings.

      The headings in this Agreement are inserted for convenience or reference
only and shall not be a part of or control or affect the meaning of this
Agreement.

      10. Counterparts.

      This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

      11. Governing Law.

      This Agreement has been executed and delivered in the State of Minnesota
and shall in all respects be governed by, and construed and enforced in
accordance with, the laws of the State of Minnesota, including all matters of
construction, validity and performance, but without giving effect to the choice
of law provisions thereof.

      12. Entire Agreement.

      This Agreement supersedes any and all other oral or written agreements or
policies made relating to the subject matter hereof; provided that, this
Agreement shall not supersede or limit in any way Employee's rights under any
benefit plan, program or arrangements in accordance with their terms.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement all as
of the date set forth in the first paragraph.


                                        LIFECORE BIOMEDICAL, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                        Title:


                                        EMPLOYEE


                                        ----------------------------------------
                                        Dennis J. Allingham



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