LIFECORE BIOMEDICAL INC
FORM OF OPTION AGREEMENT FOR EMPLOYEES' 1996 STOCK PLAN
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<TYPE>EX-10.1
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<FILENAME>c89598exv10w1.txt
<DESCRIPTION>FORM OF OPTION AGREEMENT FOR EMPLOYEES' 1996 STOCK PLAN
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                                                                    EXHIBIT 10.1

                            LIFECORE BIOMEDICAL, INC.
                        INCENTIVE STOCK OPTION AGREEMENT


     THIS OPTION AGREEMENT is made as of the _____ day of _________________
between Lifecore Biomedical, Inc., a Minnesota corporation (hereinafter called
the "Company"), and ______________, an employee of the Company or one or more of
its subsidiaries (hereinafter called the "Optionee").

     WHEREAS, the Company desires, by affording the Optionee an opportunity to
purchase shares of its Common Stock (the "Common Stock"), as hereinafter
provided, to carry out the purpose of the 1996 STOCK PLAN (the "Plan") of the
Company approved by its shareholders.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereby agree as
follows:

1.   Grant of Option. The Company hereby grants to the Optionee the right and
     Option (hereinafter called the "Option") to purchase from the Company all
     or any part of an aggregate amount of _________ shares of the Common Stock
     of the Company on the terms and conditions herein set forth. The Option
     granted hereunder is intended to be an "incentive stock option" within the
     meaning of Section 422 of the Internal Revenue Code of 1986.

2.   Purchase Price. The purchase price of the shares of the Common Stock
     covered by this Option shall be $______ per share.

3.   Term of Option. The term of the Option shall expire on ______________ (the
     "Expiration Date") subject to earlier termination as hereinafter provided.

4.   Exercise of Option. The Option may be exercised as follows:

          (a)  On and after ______________, the Option may be exercised as to
               ________shares.

          (b)  On and after ______________, the Option may be exercised as to
               ________shares.

          (c)  On and after ______________, the Option may be exercised as to
               ________shares.

          (d)  On and after ______________, the Option may be exercised as to
               ________shares.

In no event shall the Option be exercisable after the Expiration Date.

5.   Non-Transferability. The Option shall not be transferable otherwise than by
     will or the laws of descent and distribution, and the Option may be
     exercised, during the lifetime of the Optionee, only by the Optionee.

6.   Termination of Employment. In the event the employment of the Optionee
     shall be terminated for any reason other than Death, Disability, or
     Retirement (as defined in the Plan) any unexercised Option may be exercised
     by the Optionee at any time within ninety (90) days of such termination,
     but only to the extent the Option was exercisable by the Optionee on the
     date of termination; provided, however, that in the event of termination
     for cause, such Option shall terminate immediately upon such termination of
     employment. In no event shall any Option be exercisable after the
     Expiration Date specified in Section 3 hereof. So long as the Optionee
     shall continue to be an employee of the Company or one or more of it
     subsidiaries, the Option shall not be affected by any change of duties or
     position. Nothing in this Option Agreement shall confer upon the Optionee
     any right to continue in the employ of the Company or of any


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     of its subsidiaries or interfere in any way with the right of the Company
     or any such subsidiary to terminate the employment of the Optionee at any
     time.

7.   Death, Disability, or Retirement of Optionee. If the Optionee shall Die, or
     shall suffer a Disability, or terminate employment as a result of
     Retirement (as defined in the Plan) while this Option is in effect, the
     Option may be exercised by the person to whom the Option is transferred by
     will or the applicable laws of descent and distribution (in the case of
     Death) or by the Optionee or his or her legal representative (in the case
     of Disability) at any time within twelve (12) months after the Optionee's
     Death or termination of employment as a result of Disability, but in no
     event later than the Expiration Date specified in Section 3 hereof.

8.   Method of Exercising Option. Subject to the terms and conditions of the
     Plan, the Option may be exercised by written notice to the Accounting
     Department at the principal office of the Company. Such notice shall state
     the election to exercise the Option and the number of shares in respect of
     which it is being exercised, and shall be signed by the person so
     exercising the Option. Such notice shall be accompanied by payment of the
     full purchase price of such shares, which payment shall be made in cash or
     by check or bank draft payable to the Company. In the sole discretion of
     the Company, the Optionee may pay the purchase price by delivering shares
     of Common Stock of the Company already owned by the optionee (which in the
     case of stock acquired upon exercise of an option have been owned for more
     than six months on the date of surrender) with a fair market value equal to
     the purchase price or by a combination of cash and such shares, whose fair
     market value shall equal the purchase price. For purposes of this
     paragraph, the "fair market value" of the Common Stock of the Company shall
     be established in the manner set forth in the Plan.

     The certificate or certificates for the shares as to which the Option shall
     have been so exercised shall be registered in the name of the person so
     exercising the Option, or if the Optionee so elects, in the name of the
     Optionee and one other person as joint tenants, and shall be delivered as
     soon as practicable after the notice shall have been received. In the event
     the Option shall be exercised by any person other than the Optionee, such
     notice shall be accompanied by appropriate proof of such right of such
     person to exercise the Option. All shares that shall be purchased upon the
     exercise of the Option as provided herein shall be fully paid and
     nonassessable.

9.   Option Plan. This Option is subject to certain additional terms and
     conditions set forth in the Plan pursuant to which this Option has been
     issued. A copy of the Plan is on file with the Chief Financial Officer of
     the Company and each Option holder by acceptance hereof agrees to and
     accepts this Option subject to the terms of the Plan.

10.  General. The Company shall at all times during the term of the Option
     reserve and keep available such number of shares of Common Stock as will be
     sufficient to satisfy the requirements of this Option Agreement, shall pay
     all original issue and transfer taxes with respect to the issue and
     transfer of shares pursuant hereto and all other fees and expenses
     necessarily incurred by the Company in connection therewith, and will from
     time to time use its best efforts to comply with all laws and regulations
     which, in the opinion of counsel for the company, shall be applicable
     thereto.

11.  Status. Neither the Optionee nor the Optionee's executor, administrator,
     heirs, or legatees, shall be or have any rights or privileges of a
     shareholder of the Company in respect of the shares transferable upon
     exercise of the Option granted hereunder, unless and until certificates
     representing such shares shall be endorsed, transferred, and delivered and
     the transferee has caused the Optionee's name to be entered as the
     shareholder of record on the books of the Company.

12.  Common Authority. The existence of the Option herein granted shall not
     affect in any way the right or power of the Company or its shareholders to
     make or authorize any or all adjustments, recapitalizations,
     reorganizations or other changes in the Company's capital structure or its
     business, or any merger or consolidation of the Company, or any issue of
     bonds, debentures, preferred or prior preference stock ahead of or
     affecting the Common Stock of the Company, or any sale or transfer of all
     or any part of its assets or business, or any other corporate act or
     proceeding, whether of a similar character or otherwise.


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13.  Disputes. As a condition of the granting of the Option herein granted, the
     Optionee agrees, for the Optionee and the Optionee's personal
     representatives, that any dispute or disagreement which may arise under or
     as a result of or pursuant to this Agreement shall be determined by the
     Company, in its sole discretion, and that any interpretation by the Company
     of the terms of this Agreement shall be final, binding and conclusive.

14.  Binding Effect. This Agreement shall be binding upon the heirs, executors,
     administrators and successors of the parties hereto.


     This stock option agreement could be construed to imply that Lifecore
expects long term continued financial appreciation in its common stock price in
the public equity marketplace. As such, it constitutes a forward looking
document as defined in the Private Securities Litigation Reform Act of 1995.
Because of numerous risks and uncertainties in Lifecore's business activity, the
Company's actual business results may differ materially from those implied.
Prospective stock option investors are cautioned to refer to more detailed
discussions of Lifecore's specific business risks as presented and updated from
time to time in the Company's reports on Forms 10-Q and 10-K. In addition, even
if Lifecore's business performance does improve, the potential option investor
is cautioned that the public stock marketplace may not reflect those
improvements in an appreciated price for Lifecore's common stock.

     IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement as of the day and year first above written.


                                                      LIFECORE BIOMEDICAL, INC.


                                                     By_________________________

                                                     Its    President & CEO
                                                         ------------------



Optionee____________________________


Date______________


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