DEF 14A of Limoneira CO, Feb 12, 2024

DEF 14A of Limoneira CO

Filed Feb 12, 2024 · FY20230001999371-24-001908

Open on EDGAR

  1. Board of Directors

    Board of Directors •Seven current directors; six are independent and two, or 29%, are women; •Standing committee chairs are independent, consisting of independent chairs of the Audit Committee, Risk Committee, Compensation Committee and Nominating Committee; •Executive sessions of non-management directors at each regular Board and committee meetings; •75% of committee leadership roles are held by women; •Six of our seven Board members have experience on other public company boards and three of our seven Board members are current or former public company CEOs; and •Annual Board, committee, and individual performance evaluations assess the skills and performance of our directors.

  2. Director Compensation

    Director Compensation For fiscal year 2023, our non-management director compensation program included a combination of cash and equity-based compensation to attract and retain non-management directors and to compensate such directors for their service on the Board. Each non-management director received an annual retainer of $100,000 for their service on the Board of Directors. The Chairperson received an additional $57,200. Our management director, Mr. Edwards, does not receive any compensation for his service on the Board. In fiscal year 2023, non-management directors could elect to receive up to 100% of their total annual compensation in the form of equity, provided that, each director may not elect to receive more than 50% of their total annual compensation in the form of cash. In October 2022, the Board of Directors approved the compensation rates, shown below, effective November 1, 2022. The amount of equity awarded to each director was calculated using the closing price of our stock on the date of our 2023 Annual Meeting. On March 21, 2023, our closing stock price was $16.26. The following table sets forth the annual director compensation fee schedule for service on the Board of Directors and committees for fiscal year 2023.

  3. Director Compensation

    | | Member | Chair | | Director Fees | $100,000 | $157,200 | | Audit & Finance Committee | $7,800 | $15,600 | | Compensation Committee | $6,760 | $13,520 | | Nominating & Corporate Governanace Committee | $6,760 | $13,520 | | Risk Management Committee | $5,200 | $10,400 |

  4. Director Compensation

    Directors (including the Chairperson of the Board) are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board or committees. The Company also reimburses directors for all reasonable and authorized business expenses related to service to the Company in accordance with the policies of the Company as in effect from time to time.

  5. Director Compensation

    | Limoneira Company | 22 | 2024 Proxy Statement |

  6. Director Compensation

    The following table provides compensation paid to our non-management directors in fiscal year 2023. Due to board and committee restructure, the passing of Mr. Donald L. Rudkin and the retirement of Mr. Merriman, fees paid to those Directors were on a pro-rata basis. It is the Company’s policy to review Board compensation every two years with an independent consulting group. During fiscal year 2023, the Compensation Committee engaged Pearl Meyer to review total compensation of members of the Board and senior management. For additional information on Pearl Meyer - please see “Compensation Committee” above.

  7. Director Compensation

    | Fiscal Year 2023 Payments Director Name | Total Annual Compensation | Fees Earned Paid in Cash | Equity Stock Award ($) | Equivalent Shares(1) | | Barbara Carbone | $119,500 | $63,000 | $56,500 | 3,475 | | Elizabeth Blanchard Chess(5) | $106,760 | $53,380 | $53,380 | 3,283 | | Harold S. Edwards(2) | — | — | — | — | | Gordon E. Kimball | $108,450 | $58,450 | $50,000 | 3,075 | | John W.H. Merriman(3) | $13,150 | $13,150 | — | — | | Elizabeth Mora | $127,690 | $64,170 | $63,520 | 3,907 | | Donald R. Rudkin(4) | — | — | — | — | | Scott S. Slater | $172,670 | $87,310 | $85,360 | 5,250 | | Edgar A. Terry | $125,610 | $63,130 | $62,480 | 3,846 | | | $773,830 | $402,590 | $371,240 | 22,836 |

  8. Director Compensation

    (1)The value of stock awards is the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718 - Compensation - Stock Compensation. Shares were issued on March 21, 2023 at closing market price of $16.26. (2)Non-compensated Management Director. (3)Mr. Merriman retired effective February 1, 2023. (4)Mr. Rudkin passed away in December 2022. (5)Ms. Chess retired effective January 1, 2024. Her vacancy on the Board was filled by Peter J. Nolan, effective January 1, 2024.

  9. Director Compensation

    | Limoneira Company | 23 | 2024 Proxy Statement |

  10. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  11. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Pursuant to its charter, the Nominating Committee identifies individuals qualified to become directors, consistent with the Board’s criteria, and recommends to the Board the nominees to stand for election at the Annual Meeting of Stockholders. The Nominating Committee recommended, and the Board nominated, Messrs. Harold S. Edwards and Edgar A. Terry for election as Class I directors, each to serve a three-year term that expires at our 2027 Annual Meeting of Stockholders. Both nominees indicated a willingness to stand for re-election and to serve if re-elected. It is intended that the shares represented by the enclosed proxy will be voted for the election of the above-named nominees. Although it is anticipated that each nominee will be available to serve as a director, should any nominee be unable to serve, the proxies will be voted by the proxy holders in their discretion for another person properly designated. The Nominating Committee and the Board believe each Class I nominee brings a strong and diverse set of skills and experience to the Company that strengthens our Board leadership and effectiveness with respect to our business and long-term strategy.

  12. Nominees for Election to the Board of Directors

    | Limoneira Company | 27 | 2024 Proxy Statement |

  13. Nominees for Election to the Board of Directors

    | | Harold S. Edwards Mr. Edwards has served as a director of the Company since 2009. Mr. Edwards has been President and Chief Executive Officer of the Company since November 2003. Previously, Mr. Edwards was the president of Puritan Medical Products, a division of Airgas Inc. Prior to that, Mr. Edwards held management positions with Fisher Scientific International, Inc., Cargill, Inc., Agribrands International, The Ralston Purina Company, and Mission Produce, Inc. Mr. Edwards is currently a member of the board of directors of Compass Group Diversified Holdings LLC (NYSE: CODI). Mr. Edwards is a graduate of Lewis and Clark College and the Thunderbird School of Global management where he earned a Master of Business Administration degree. As the President and Chief Executive Officer of the Company, Mr. Edwards brings to our Board of Directors an intimate understanding of our business and operations. Mr. Edwards provides our Board of Directors with company-specific experience and expertise, in addition to his substantial experience as a chief executive officer and senior executive across a variety of industries. | | Age: 58 Class: I President & CEO | |

  14. Nominees for Election to the Board of Directors

    | | Edgar A. Terry Mr. Terry was elected to the Board of Directors in October 2017. Since 1982, Mr. Terry has worked for his family company, Terry Farms, Inc., which produces vegetable and strawberry crops in Ventura County, California; he serves as its President and Chief Financial Officer (1990-Present). Additionally, he serves as President of Willal, Inc. (1990-Present) and as Vice President of Rancho Adobe, Inc. (1990- Present). Mr. Terry also teaches corporate finance at California Lutheran University (1987-Present). In the past, Mr. Terry served as President of the Ventura County Farm Bureau (2001-2003) and as Chief Financial Officer of the District 63 Umpire Association (2006-2013). Mr. Terry serves as a director (and on various committees) of several companies and other entities, including Terry Farms Inc.; Farm Credit System; CoBank; Willal, Inc.; Rancho Adobe, Inc.; Ventura County Irrigated Lands Group; Ventura County Fair Foundation and the Center for Economic Forecasting Advisory Board at California Lutheran University. Mr. Terry is a graduate of California Lutheran University where he earned a Bachelor of Science degree and a Master of Business Administration degree. Mr. Terry’s extensive experience in agribusiness, finance, and the Ventura County community provides the Board of Directors with important knowledge and perspective regarding the responsible use of the Company’s land and water resources, technical and financial expertise, and community relations. | | Age: 64 Class: I Committees: Nominating & Corporate Governance (Member) & Risk Management (Chair) | |

  15. Required Vote for Election of Directors

    Required Vote for Election of Directors The election of directors is by plurality of the votes of present, in person or by proxy, at the Annual Meeting and entitled to vote thereon, with the two nominees receiving the highest vote totals to be elected as directors. Broker non-votes and abstentions are not counted toward the election of directors or toward the election of individual nominees specified on the proxy and therefore, broker non-votes and abstentions shall have no effect on this proposal. For the election of directors, you may elect to cumulate your vote. Cumulative voting will allow you to allocate all your votes among the director nominees, as you see fit. You may not cumulate your votes against a nominee. If you are a stockholder of record and choose to cumulate your votes, you will need to make an explicit statement of your intent to cumulate your votes, either by so indicating on your proxy or by indicating in writing on your ballot when voting during the Annual Meeting. If you hold shares beneficially through a broker, trustee or other nominee and wish to cumulate votes, you should contact

  16. Required Vote for Election of Directors

    | Limoneira Company | 28 | 2024 Proxy Statement |

  17. Required Vote for Election of Directors

    your broker, trustee or nominee. If you vote by proxy or voting instruction card and submit your proxy with no further instructions, the designated proxies may cumulate and cast your votes in favor of the election of some or all the applicable nominees in their sole discretion, provided that none of your votes will be cast for any nominee as to whom you vote against or abstain from voting. Cumulative voting applies only to Proposal 1 – Election of Directors.

  18. Recommendation of the Board of Directors

    Recommendation of the Board of Directors The Board recommends that you vote “FOR” all the nominees, Messrs. Harold S. Edwards and Edgar A. Terry to be elected to our Board as Class I directors for a term ending at our 2027 Annual Meeting of Stockholders.

  19. Directors Not Up for Re-Election

    Directors Not Up for Re-Election

  20. Incumbent Class II Directors – Term Expiring at 2025 Annual Meeting

    Incumbent Class II Directors – Term Expiring at 2025 Annual Meeting

  21. Incumbent Class II Directors – Term Expiring at 2025 Annual Meeting

    | | Barbara Carbone Ms. Carbone has served as a director of the Company since 2023. She served in several accounting and auditing-related roles at KPMG LLP, a multinational accounting and advisory firm from 1981 through September 2019. Prior to her retirement she served on the KPMG Partnership Audit Committee for six years including three years as the chairperson. Ms. Carbone serves as the chairperson of the board of directors, chairperson of the audit committee, and member of the compensation and workforce committee of TrueCar, Inc. She serves as a member of the board of directors, a member of the audit committee and chair of the compensation committee of DZS Inc. (NSDQ: DZSI) From September 1998 through December 2019, she served as a member of the board of directors, and chair of the audit committee, of the Women’s Business Enterprise National Council, the largest certifier of women-owned businesses in the United States and a leading advocate for women business owners and entrepreneurs. Ms. Carbone has a B.S. in Business Administration (Accountancy) from California State University at Sacramento. Ms. Carbone’s extensive public reporting experience, audit committee leadership, and public board experience brings a level of diversity and financial expertise to the Board of Directors. | | Age: 65 Class: II Committees: Audit & Finance (Chair) & Compensation (Member) | |

  22. Incumbent Class II Directors – Term Expiring at 2025 Annual Meeting

    | | Gordon E. Kimball Mr. Kimball has served as a director of the Company since 1995. Mr. Kimball has been president of Kimball Engineering, Inc., which provides race car design and production services, since 1994. He is also the managing partner of Kimball Ranches, a 150-acre avocado ranch near Santa Paula, California. Prior to that, Mr. Kimball designed Formula One race cars in England and Italy for Mclaren International, Ferrrari and Benetton Racing from 1984 to 1992. From 1976 to 1983, he designed Indianapolis race cars for Parnelli Jones, Chaparral and Patrick racing teams. Mr. Kimball graduated from Stanford University where he earned his Bachelor of Science and Master of Science degrees in mechanical engineering. Mr. Kimball currently serves on the Board of Directors of the United Water Conservation District and the Fillmore and Piru Basins Groundwater Sustainability Agency. Mr. Kimball’s experience as an entrepreneur and producer of avocados provides our Board of Directors with focused and insightful operational experience and leadership. | | Age: 71 Class: II Committees: Audit & Finance (Member) & Risk Management (Member) Past Chairperson of the Board of Directors | |

  23. Incumbent Class II Directors – Term Expiring at 2025 Annual Meeting

    | Limoneira Company | 29 | 2024 Proxy Statement |

  24. Incumbent Class II Directors – Term Expiring at 2025 Annual Meeting

    | | Scott S. Slater Mr. Slater has served as a director of the Company since 2012. He was named Chairperson of the Board of Directors in July 2022. Mr. Slater is a shareholder with the law firm of Brownstein Hyatt Farber Schreck with 40 years of experience representing clients in complex water matters. He serves as a member of the firm’s Executive Committee. Mr. Slater is an experienced litigator, and he now primarily provides transactional and strategic counseling. He was the lead negotiator of the largest water conservation-based transfer in United States history. The author of California Water Law and Policy, the leading water law treatise in California, he also taught water law at several graduate and law schools in the United States, Australia and China. He was the principal author of strategy to decentralize groundwater sustainability planning for the Republic of Tunisia. He was selected by the California Daily Journal as one of the 100 best lawyers in California. From 2011 until January 1, 2024, he served as the President, Chief Executive Officer and member of the Board of Directors of Cadiz, Inc. (NASDAQ: CDZI) . He currently serves as a senior advisor to Cadiz, Inc. With his significant experience in the water field, Mr. Slater brings vast knowledge to the Board of Directors and the Company to assist them in, among other things, continued stewardship and management of the Company’s water assets. | | Age: 66 Class: II Chairperson of the Board of Directors Committees: Compensation (Member) & Nominating & Corporate Governance (Member) | |

  25. Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting

    Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting

  26. Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting

    | | Elizabeth Mora Ms. Mora has served as a director of the Company since 2021. Ms. Mora is a seasoned board director, financial expert, and business operations executive, who built her career in the accounting, education, technology and research industries. Ms. Mora’s more than 30-year career began at PricewaterhouseCoopers and her most recent role was as Chief Administrative Officer, Vice President for Finance, Administration and Treasurer at the Charles Stark Draper Laboratory, Inc., a position she held from 2008 to 2020. Ms. Mora served in a variety of executive management roles at Harvard University from 1997 to 2008, including as Chief Financial Officer and Vice President for Finance and Associate Vice President, Research Administration. Ms. Mora currently serves as a board member for three other companies; Inogen Inc. (Nasdaq: INGN), a medical technology company; MKS Instruments (Nasdaq: MKSI), a global semi-conductor equipment, laser, and laser packaging company; and Belay Associates, Everest Consolidator LLC, a private equity firm. Ms. Mora is a Certified Public Accountant and holds a Bachelor of Arts from the University of California, Berkeley, and a Master of Business Administration from Simmons College. Ms. Mora’s extensive experience in public accounting and higher education provides the Board of Directors with financial and business expertise. Her deep knowledge and passion for sustainability enhances the Board of Directors and Company’s commitment to ESG. | | Age: 63 Class: III Committees: Compensation (Chair) & Nominating & Corporate Governance (Chair) | |

  27. Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting

    | Limoneira Company | 30 | 2024 Proxy Statement |

  28. Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting

    | | Peter J. Nolan Mr. Nolan joined the Board on January 1, 2024. He currently serves as the chairman of Nolan Capital, Inc., which he founded in 2014 as the holding company for his family office to make long term investments in growth-oriented companies. Mr. Nolan also serves as a Senior Advisor to Leonard Green & Partners (“LGP’’). Mr. Nolan joined LGP as a Managing Partner in 1997. Previously, Mr. Nolan was a Managing Director and Co-Head of DLJ’s (now Credit Suisse) Los Angeles Investment Banking Division, which he joined in 1990. Prior to DLJ, Mr. Nolan was a First Vice President in corporate finance at Drexel, Burnham, Lambert in Beverly Hills from 1986 to 1990, a Vice President at Prudential Securities, Inc. from 1982 to 1986 and an Associate at Manufacturers Hanover Trust Company. Mr. Nolan serves as Chairman of Diamond Wipes International, Ortega National Parks, Fresh Brothers, and Country Supplier which owns both C-A-L Ranch Stores and Coastal Fann & Ranch. He is also the controlling shareholder of Water Engineering. Mr. Nolan currently serves on the Board of Directors of AerSale Holdings, Inc. Mr. Nolan serves as a trustee of the United States Olympic and Paralympic Foundation. He earned a Bachelor of Science degree in Agricultural Economics and Finance from Cornell University and an M.B.A. from the Johnson Graduate School of Management at Cornell University. Mr. Nolan’s experience in finance, asset management, capital markets and capital management, and his experience as a senior executive and an institutional investor, provides the Board with financial and business expertise. | | Age: 65 Class: III Committees: Audit & Finance (Member) & Risk Management (Member) | |

  29. Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting

    | Limoneira Company | 31 | 2024 Proxy Statement |

  30. Key Executive Compensation Objectives

    •Retaining executives and encouraging their continued quality service, thereby encouraging, and maintaining continuity of the management team. Our competitive base salaries combined with cash and equity incentive bonuses, and the long-term incentive through our retirement plan and the vesting requirements of our equity-based incentive bonuses, encourage high-performing executives to remain with the Company. •Incentivizing executives appropriately to manage risks while attempting to improve our financial results, performance, and condition. Our cash and equity incentive plans set Company-specific and individual goals for executives to ensure the executives are compensated in accordance with the Company’s performance. •Aligning executive and stockholder interests. The Compensation Committee believes the use of equity compensation as a key component of executive compensation is a valuable tool for aligning the interests of our NEOs with those of our stockholders. •Obtaining tax deductibility whenever appropriate. The Compensation Committee believes tax deductibility for the Company is generally a favorable feature for an executive compensation program, from the perspectives of both the Company and the stockholders. The 2022 Plan has provisions relating to tax withholding and compliance with Section 409A of the Internal Revenue Code (the “Code”) to ensure the Company and the executives are obtaining favorable tax treatment. •Instituting market best practices, including Ownership Guidelines, the Clawback Policy, and a prohibition on hedging Company securities. The Compensation Committee believes that the total compensation package for each of our NEOs is competitive with the market, thereby allowing us to retain executive talent capable of leveraging the skills of our employees and our unique assets to increase stockholder value.

  31. Key Compensation Decisions and Developments for Fiscal Year 2023

    | •Benchmarking | During fiscal year 2023, the Compensation Committee reviewed and updated the Company’s peer group for compensation comparisons. The Compensation Committee engaged Pearl Meyer, a leading independent compensation consultant, to evaluate NEO compensation and to align the Company’s compensation program with market best practices. The Compensation Committee and Pearl Meyer conducted competitive reviews of executive and non-employee director compensation programs and levels. | | •Philosophy | The Compensation Committee reviewed and updated the Company’s compensation philosophy, which included defining the Company’s competitive objectives and desired mix of pay elements. | | •Base Pay | During fiscal year 2023, our NEOs received a five percent (5%) increase to their base pay. | | •Incentive Compensation | During fiscal year 2023, the Compensation Committee and the Board reviewed and revised our fiscal year 2024 short-term cash and long-term equity incentive programs to further align with market best practices. The Compensation Committee also reviewed our equity incentive plan share dilution relative to our compensation peer group. See “Key Compensation Program Developments for Fiscal Year 2024” below for an explanation of the changes to our compensation program. | | •Strategic Special Project Bonus | During fiscal year 2022, the Board approved a five-year strategic plan and roadmap transitioning the Company to an “asset light” model, including monetizing specific assets and rightsizing the Company’s balance sheet. In connection with this strategic plan, the Board also established and approved a Strategic Special Project Bonus Program (the “SSP Bonus Program”) to incentive our NEOs for successfully executing our roadmap. | | •Short-term Cash Incentive Compensation | For fiscal year 2023, the maximum potential payout for NEOs was 100% of their base salary as of December 31, 2022. The NEOs did not receive a cash award for fiscal year 2023 performance. | | •Long-term Equity Incentive Compensation | | | •Performance-Based Equity Compensation | For fiscal year 2023, the maximum potential payout for NEOs was 100% of their base salary as of December 31, 2022. The actual number of shares awarded was the equivalent of 34% of their base salary. | | •Annual Service-Based Equity Compensation | During fiscal year 2023, the Compensation Committee approved awards of restricted stock for our NEOs. The awards were granted on December 20, 2022. Mr. Edwards received 30,000 shares of restricted stock and Mr. Palamountain received 15,000 shares of restricted stock. The restricted stock awards vest over a three-year period with one-third to vest December 20, 2023, one-third to vest December 20, 2024; and the final one-third to vest December 20, 2025. |

  32. Key Compensation Program Developments for Fiscal Year 2024

    Key Compensation Program Developments for Fiscal Year 2024 As noted above, the Compensation Committee and Pearl Meyer reviewed the Company’s compensation philosophy and short-term cash and long-term equity incentive programs and compared each to the Company’s compensation peer group as set forth below. Based on these reviews during fiscal year 2023, the Compensation Committee and the Board approved changes to the Company’s compensation program and incentive plans for fiscal year 2024 to continue to align the Company’s practices more closely with market best practices. Compensation Peer Group

  33. Key Compensation Program Developments for Fiscal Year 2024

    | •Base Pay | Base salaries will be adjusted for the NEOs (and certain other employees) to keep pace with market increases and the Company’s overall growth. For fiscal year 2024, there are no salary increases for our NEOs. | | •Short-Term Cash Incentive Compensation | | | | During fiscal year 2024, we adjusted target cash incentive compensation as a percentage of base salary for the NEOs (and certain other employees) to align more closely with market levels. We revised cash incentive compensation to include an individual, strategic performance component, such that 70% of the cash incentive compensation payment is based on the Company’s Adjusted EBITDA performance relative to goals, and 30% is based on achievement of the individual, strategic performance objective. The threshold and maximum cash incentive compensation potential is structured as 75% and 125% of target, respectively, for the NEOs and all applicable employees. | | •Long-Term Equity Incentive Compensation | | | | The Compensation Committee and the Board adopted a prospective (upfront) values-based approach to making equity grants, which includes total grant values aligned with market levels and equity grants being made at the beginning of the fiscal year. Annual long-term incentive compensation will be a mix of 50% performance-based restricted stock grants and 50% service-based restricted stock grants. Performance-based restricted stock grants will have a longer, three-year performance period, with payouts based on achieving targeted three-year compound annual growth rates (CAGR) in revenues over the measurement period. The changes in long-term incentive compensation increase the emphasis on and broaden participation in the Company’s equity compensation program. Therefore, the Company is seeking stockholder approval for an increase in the number of shares of common stock available under the 2022 Plan. See Proposal 6 for further details. |

  34. Annual Cash Incentive

    Annual Cash Incentive Our practice is to pay an annual cash incentive based upon the achievement of performance objectives established by the Compensation Committee at the beginning of each year. For fiscal year 2023, the Compensation Committee established a “Target Compensation Award” associated with the adjusted EBITDA of the Company. For fiscal year 2023, each NEO was eligible to receive an annual cash incentive in an amount up to a target percentage of his or her base salary as of December 31, 2022, based on the achievement of the established performance objective for fiscal year 2023, subject to the negative discretion of our Compensation Committee. The target percentage is based on a graduated scale beginning at 25% of a participant’s annual base salary and with a maximum of 100% of a participant’s annual base salary. Any bonuses earned under the program in respect of a fiscal year are paid in a cash lump sum on or after October 31 of the performance year but on or before January 31 of the year following the performance year. For fiscal year 2023, our NEOs were eligible to receive a cash incentive in an amount equal to 25% of their respective base salaries if the Company achieved adjusted EBITDA of at least $7.6 million. The amount of potential cash incentives our NEOs were eligible to receive increased incrementally up to a maximum of 100% of their respective base salaries if the Company achieved adjusted EBITDA of at least $13.6 million. Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that EBITDA and adjusted EBITDA, which excludes stock-based compensation, NEO cash severance, pension settlement cost, (gain) loss on disposal of assets, net, cash bonus related to sale of assets and gain on legal settlement are important measures to evaluate our results of operations between periods on a more comparable basis. EBITDA and adjusted EBIDTA are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be construed as an alternative to reported results determined in accordance with GAAP. The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies. Based on our estimated adjusted EBITDA, which was further adjusted for unbudgeted payment of strategic special project bonuses (as described below), our NEOs did not receive cash incentives for fiscal year 2023. EBITDA and adjusted EBITDA are summarized and reconciled to net income (loss) attributable to Limoneira Company which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

  35. Annual Cash Incentive

    | | Years Ended October 31, | | | | | 2023 | 2022 | 2021 | | Net income (loss) attributable to Limoneira Company | $9,400 | $(236) | $(3,441) | | Interest income | (364) | (53) | (379) | | Interest expense, net of patronage dividends | 494 | 2,291 | 1,501 | | Income tax provision (benefit) | 4,247 | 823 | (266) | | Depreciation and amortization | 8,576 | 9,798 | 9,812 | | EBITDA | $22,353 | $12,623 | $7,227 | | Stock-based compensation | 3,841 | 2,732 | 2,582 | | Named executive officer cash severance | — | 432 | — | | Pension settlement cost | 2,700 | 607 | — | | (Gain) loss on disposal of assets, net | (28,849) | (4,500) | 109 | | Cash bonus related to sale of assets | 2,000 | — | — | | Gain on legal settlement | (2,269) | — | — | | Adjusted EBITDA | $(224) | $11,894 | $9,918 |

  36. Annual Cash Incentive

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  37. Annual Equity Incentive

    Annual Equity Incentive It is our objective to have a substantial portion of each NEO’s compensation contingent upon overall corporate performance. Our Compensation Committee believes that annual equity incentives for the achievement of defined objectives create value for the Company and align the executive’s compensation with the interests of our stockholders. The Compensation Committee establishes overall corporate goals that are challenging to achieve, and, at the end of the applicable fiscal year, determines the level of attainment of those established goals and the contribution of each executive towards achieving them. For fiscal year 2023, the Compensation Committee established a “Target Performance Share -Based Award” associated with the revenue of the Company. Each NEO is eligible to receive an equity incentive award in the equivalent number of shares up to a target percentage of his or her base salary as of December 31, 2022, based on the achievement of the established performance objective, subject to the negative discretion of our Compensation Committee. The target percentage is based on a graduated scale beginning at 25% of a participant’s annual base salary and with a maximum of 100% of a participant’s annual base salary. Actual payout for fiscal year 2023 was based on 34% of base salary, granted during fiscal year 2024. See “Grants of Plan Based Awards” for additional details. During fiscal year 2023, the Compensation Committee and the Board approved changes to the Company’s annual equity incentives. For fiscal year 2024, the Company has adopted a prospective (upfront) value-based approach to making equity grants, with total annual grant values aligned with market levels, and grants made at the beginning of the fiscal year. These annual grants will be a mix of 50% performance-based and 50% service-vested restricted stock. Furthermore, performance-based restricted stock grants will have a longer, three-year performance period, with payouts based on achieving targeted three-year compound annual growth rates (CAGR) in revenues over the period.

  38. Discretionary Service-Based Awards

    Discretionary Service-Based Awards The Compensation Committee believes that service-based restricted stock awards serve as a retention incentive for the NEOs. Service-based restricted stock grants are awarded from time to time at the discretion of the Compensation Committee and the Board. In determining the amount of these awards, the Compensation Committee and the Board primarily considers the executive’s position and level of responsibility within the Company, as well as the retention and long-term incentive value of the awards and the number of past awards. During fiscal year 2023, the Compensation Committee approved grants of 30,000 shares of restricted stock for Mr. Edwards, and 15,000 shares of restricted stock to Mr. Palamountain. The awards vest over a three-year period with one-third vesting on December 20, 2023, one-third vesting on December 20, 2024, and the remaining one-third vesting on December 20, 2025.

  39. Strategic Special Project Bonus

    Strategic Special Project Bonus In February 2022, the Board approved a strategic plan and roadmap for the next five years with the goal of transitioning the Company to an “asset light” model by monetizing specific assets and rightsizing the Company’s balance sheet. The incentive plans approved by the Compensation Committee during the first quarter of fiscal year 2022, however, were not designed to compensate the NEOs for implementation of the subsequently approved strategic plan. Accordingly, during fiscal year 2022, the Compensation Committee engaged Pearl Meyer to assist in developing an incentive program designed to align with the asset-light strategic plan. The Compensation Committee and Pearl Meyer designed the SSP Bonus Program, and, in October 2022, the Board approved the SSP Bonus Program and related Retention Bonus Agreements with Messrs. Edwards and Palamountain. Pursuant to the Retention Bonus Agreements, Messrs. Edwards and Palamountain are eligible to receive cash and restricted stock awards totaling five percent (5%) and three percent (3%), respectively, of gains on asset sales or development earnings received from the sale of certain land or water assets of the Company or real estate development after the date of the Retention Bonus Agreement through December 31, 2027 (the “SSP Bonuses”). The SSP Bonuses payable to Messrs. Edwards and Palamountain are capped at $3.0 million and $2.1 million annually, and $7.5 million and $4.5 million in total, respectively. In connection with adopting the SSP Bonus Program, the Compensation Committee approved amendments to the incentive award agreements for Messrs. Edwards and Palamountain to eliminate the possible “double-counting” of the gain on assets sales and development earnings subject to the SSP Bonus Program. The incentive award agreements were amended to deduct the earnings for the SSP Bonus eligible earnings from the EBITDA calculation that is the subject of such awards. For fiscal year 2023 performance, our NEOs received two SSP Bonuses. In March 2023, Mr. Edwards received a bonus of $2.0 million and Mr. Palamountain received a bonus of $1.2 million, each payable in 50% cash and 50% restricted stock, in connection with the sale of our Northern Properties. In December 2023, Mr. Edwards received a bonus of $248,848 and Mr. Palamountain received a bonus of $149,309, each payable in 50% cash and 50% in restricted stock, in connection with Harvest Equity Earnings.

  40. Strategic Special Project Bonus

    | Limoneira Company | 38 | 2024 Proxy Statement |

  41. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in or has account balances in nonqualified defined contribution or other deferred compensation plans maintained by the Company.

  42. Change in Control, Separation or Severance Benefits

    Change in Control, Separation or Severance Benefits None of our NEOs are entitled to receive payments or other benefits upon termination of employment or a change in control, except for the equity acceleration for certain outstanding awards pursuant to the 2022 Plan. The 2022 Plan contains provisions that provide for the vesting of options and stock appreciation rights awarded thereunder, as well as the lapse of restrictions on and vesting of all incentive awards issued thereunder upon a change in control or certain termination events.

  43. Options and Stock Appreciation Rights

    Options and Stock Appreciation Rights Except as otherwise provided in an Award Agreement or by a committee in a written resolution at the date of grant or thereafter to the extent outstanding awards granted under the 2022 Plan are either assumed, converted or replaced by the resulting entity in the event of a change in control, if a participant’s employment or service is terminated without Cause (as defined below) by the Company or an affiliate or a participant terminates his or her employment or service with the Company or an affiliate for Good Reason (as defined below) if applicable, in either case, during the 12-month period following a change in control, all outstanding Options and Stock Appreciation Rights held by a participant shall become fully exercisable and all restrictions with respect to outstanding Awards shall lapse and become vested and non-forfeitable.

  44. Performance-Based Awards

    Performance-Based Awards Except as provided in an Award Agreement or by a committee in a written resolution at the date of grant or thereafter, to the extent outstanding awards granted under the 2022 Plan are assumed, converted, or replaced by the resulting entity in the event of a change in control: (i) any outstanding awards that are subject to Performance Share-Based Goals shall be converted by the resulting entity as if target performance had been achieved as of the date of the change in control; (ii) each Performance Share- Based Award or Performance Compensation Award with service requirements shall continue to vest with respect to such requirements during the remaining period set forth in the Award Agreement; and (iii) all other awards shall continue to vest (and/or the restrictions thereon shall continue to lapse) during the remaining periods set forth in the Award Agreement.

  45. Restricted Stock

    Restricted Stock Pursuant to our Award Agreements for restricted stock with our NEOs, in the event that the employment of a NEO with the Company is terminated by the Company on or after the issue date of an award, other than for Cause, any unvested restricted stock shall become fully vested only in the sole discretion of the Company. The Compensation Committee (or its designee, to the extent permitted under the 2022 Plan) has sole discretion to determine if a NEO’s rights have terminated pursuant to the 2022 Plan and any Award Agreement, including but not limited to the authority to determine the basis for the NEO’s termination of employment. In the event that a NEO remains in continuous employment with the Company or an Affiliate from the issue date of an Award until a NEO’s termination due to (i) death, (ii) Disability or (iii) retirement (if the NEO has been employed by the Company for a period of at least the five years immediately preceding the grant date and is age 65 or older), any unvested restricted stock previously issued shall become fully vested. For purposes of the above, “Cause” means: •The intentional engagement in any acts or omissions constituting dishonesty, breach of a fiduciary obligation, wrongdoing, or misfeasance, in each case, in connection with a Participant’s duties or otherwise during the course of a Participant’s employment or service with the Company of an Affiliate; •the commission of a felony or the indictment for any felony, including, but not limited to, any felony involving fraud, embezzlement, moral turpitude, or theft; •the intentional and wrongful damaging of property, contractual interests, or business relationships of the Company or an Affiliate; •the intentional and wrongful disclosure of secret processes or confidential information of the Company or an Affiliate in violation of an agreement with, or a policy of, the Company or an Affiliate; •the continued failure to substantially perform the Participant’s duties for the Company or an Affiliate; •current alcohol or prescription drug abuse affecting work performance; •current illegal use of drugs; or. •any intentional conduct contrary to the Company’s or an Affiliate’s written policies or practices. Because the applicable Award Agreements of our NEOs do not define “Good Reason”, and such persons are not a party to any employment-related agreement, no NEO is entitled to terminate his or her employment or service for Good Reason. For purposes of the above, “Disability” means a NEO is unable to engage in his or her profession due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. The Compensation Committee shall certify Disability after consultation with a qualified medical examiner, and shall determine a NEO’s date of termination after considering the Participant’s position and all applicable laws. In the event that Section 409A of the Code and the guidance issued thereunder (collectively, “Section 409A”) applies and any award would be paid to a NEO upon a “separation from service” within the meaning of Section 409A, and no exemption or exclusion from Section 409A shall apply, no award shall be released to any NEO who is a “specified employee” within the meaning of Section 409A until the earlier of the first day of the seventh month after the month of such NEO’s separation from service or the NEO’s death. The amounts shown in the following table reflect the potential value to the NEOs, as of the end of fiscal year 2023, of full acceleration of all unvested restricted stock awards upon a change in control of the Company and upon certain termination events. The amounts shown assume that a change in control or termination event was effective as of the last business day of fiscal year 2023 having been October 31, 2023. The closing market price of the Company’s common stock on October 31, 2023 was $14.29. The amounts below are estimates of the incremental, lump sum amounts that would be received upon a change in control or certain termination events; we can determine the actual amount only at the time of any actual change in control or termination event.

  46. Restricted Stock

    | Limoneira Company | 40 | 2024 Proxy Statement |

  47. Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events

    Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events

  48. Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events

    | | Number of Shares or Units of Stock That Have Not Vested (#)(1)(2) | Market Value of Shares of Units of Stock That Have Not Yet Vested ($)(3) | | Harold S. Edwards(4) | 155,428 | $2,221,066 | | Mark Palamountain(5) | 93,254 | $1,332,600 |

  49. Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events

    (1)Information regarding unvested restricted stock held by each NEO is set forth in the Outstanding Equity Awards table below. (2)Termination events include death, Disability, termination other than for Cause (in the sole discretion of the Company), or retirement, or change of control (in the case of awards granted pursuant to the 2022 Omnibus Plan). (3)Total value calculated assuming a change in control or termination event date as of October 31, 2023 using the closing market price on October 31, 2023 at $14.29. (4)Mr. Edwards had 132,095 shares of unvested restricted stock as of October 31, 2023, of which 40,000 shares were discretionary service-based awards and 92,095 shares were equity incentive plan awards. Mr. Edwards had 23,333 shares of restricted stock vest on October 31, 2023. The awards were discretionary service-based awards granted in 2020 and 2021. (5)Mr. Palamountain had 81,588 shares of unvested restricted stock as of October 31, 2023, of which 20,000 shares were discretionary service-based awards and 61,588 shares were annual equity incentive awards. Mr. Palamountain had 11,666 shares of restricted stock vest on October 31, 2023. The awards were discretionary service-based awards granted in 2020 and 2021.

  50. Employment Agreements

    Employment Agreements During fiscal year 2023, the Company was not party to any employment agreements with any of our NEOs.

  51. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio In connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, the SEC adopted a rule requiring annual disclosure of the ratio of the annual total compensation (“Total Compensation”) of the Company’s median employee (excluding the Chief Executive Officer), to the Total Compensation of the Company’s Chief Executive Officer (the “CEO Pay Ratio”). In identifying the median employee, the Company prepared a list of all employees of the Company, excluding the Chief Executive Officer, along with their annual base wages and salaries (“Annual Earnings”) as of October 31, 2023. The median employee was selected from this list. The median employee’s Total Compensation was then calculated by adding to their Annual Earnings all other compensation for fiscal year 2023, which includes equity incentive awards, annual cash incentives, the change in pension value and nonqualified deferred compensation earnings, Company-paid life insurance premiums, profit sharing and Company contributions made under the 401(k) Plan and personal usage of Company vehicles. Based on the information above, the CEO Pay Ratio for fiscal year 2023 is as follows:

  52. Chief Executive Officer Pay Ratio

    | Median Employee Total Compensation for Fiscal Year 2023 | $45,625 | | CEO Total Compensation for Fiscal Year 2023 | $3,653,352 | | Ratio of Median Employee Total Compensation to CEO Total Compensation for Fiscal Year 2023 | 80:1 |

  53. Chief Executive Officer Pay Ratio

    The fiscal year 2023 ratio includes an annual equity incentive, annual cash incentive and SSP Bonuses. The SSP Bonuses awarded to the CEO were the primary factors in the increase in the CEO Pay Ratio from fiscal year 2022. In March 2023, Mr. Edwards received a bonus of $2.0 million, payable in 50% cash and 50% restricted stock, in connection with the $98.4 million gain on the sale of our Northern Properties. In December 2023, Mr. Edwards received a bonus of $248,848, payable in 50% cash and 50% in restricted stock, in connection with a $4.9 million gain in a joint venture with Lewis Group of Companies for the Harvest at Limoneira real estate development project. See “Strategic Special Project Bonus” above for more information.

  54. Chief Executive Officer Pay Ratio

    | Limoneira Company | 42 | 2024 Proxy Statement |

  55. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

  56. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | | Fiscal Year | Salary ($) | Equity Incentive Plan Compensation ($)(1)(4) | Non-Equity Incentive Plan Compensation ($)(2)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(6) | Total ($) | | Harold Edwards President & Chief Executive Officer | 2023 | $693,299 | $1,766,543 | $1,124,500 | — | $69,010 | $3,653,352 | | | 2022(8) | $679,762 | $825,550 | $435,550 | — | $60,372 | $2,001,234 | | | 2021 | $639,600 | $610,400 | — | $134 | $69,514 | $1,319,648 | | Mark Palamountain Chief Financial Officer & Treasurer | 2023 | $419,231 | $1,016,200 | $674,500 | — | $50,739 | $2,160,670 | | | 2022 | $395,846 | $533,965 | $169,565 | — | $30,039 | $1,129,415 | | | 2021 | $364,000 | $305,200 | — | — | $41,457 | $710,657 | | Alex Teague(7) Senior Vice President & Chief Operating Officer | 2023 | — | — | — | — | — | — | | | 2022 | $128,725 | — | — | — | $475,694 | $604,419 | | | 2021 | $431,600 | $305,200 | — | — | $76,276 | $813,076 |

  57. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    (1)The value of equity incentive plan awards is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. There were no annual equity incentive awards issued in fiscal year 2022 earned for fiscal year 2021. The amounts shown for fiscal year 2021 are discretionary service-based awards issued to our NEOs, respectively, in December 2021. See footnote 4 for fiscal year 2022 and 2023 details. (2)There were no cash incentives earned for fiscal year 2021. See footnote 5 for fiscal year 2022 and 2023 details. (3)The amount shown reflects the change in pension value, which is based upon the change in the present value of the accrued benefit from each fiscal year. The change in the pension value may be impacted by, among other things, changes in the assumptions used in the discount rate, long-term rate of return and actuarial mortality tables used. In October 2022, Mr. Edwards elected to receive a lump sum payment of $11,602. The lump sum payment was made in November 2022 during fiscal year 2023 in conjunction with termination of the Pension Plan. See Pension Benefits for further detail. (4)2022 Equity Incentive Plan Compensation includes: Discretionary service-based incentive awards issued on December 13, 2021, calculated at the market close share price of $14.96. Annual equity incentive awards earned for fiscal year 2022, issued during fiscal year 2023, calculated at the market close share price of $13.19 on December 20, 2022. SSP Bonuses earned for fiscal year 2022, issued in fiscal year 2023, calculated at the market close share price of $13.19 on December 20, 2022. 2023 Equity Incentive Plan Compensation includes: Discretionary service-based incentive awards issued on December 20, 2022, calculated at the market close share price of $13.19. SSP Bonuses earned for fiscal year 2023, issued in fiscal year 2023, in connection with the sale of our Northern Properties. The shares were calculated at the market close share price of $15.74 on March 7, 2023. Annual equity incentive awards earned for fiscal year 2023, issued during fiscal year 2024, calculated at the market close share price of $19.57 on December 18, 2023. SSP Bonuses earned for fiscal year 2023, issued in fiscal year 2024, in connection with a $4.9 million gain in a joint venture with Lewis Group of Companies for the Harvest at Limoneira real estate development project. The shares were calculated at the market close share price of $19.57 on December 18, 2023. (5)2022 Non-Equity Incentive Plan Compensation includes: Annual cash incentives earned for fiscal year 2022, issued in fiscal year 2023. SSP Bonuses earned for fiscal year 2022, issued in fiscal year 2023. 2023 Non-Equity Incentive Plan Compensation includes: SSP Bonuses earned for fiscal year 2023, issued in fiscal year 2023, in connection with the sale of our Northern Properties. SSP Bonuses earned for fiscal year 2023, issued in fiscal year 2024, in connection with a $4.9 million gain in a joint venture with Lewis Group of Companies for the Harvest at Limoneira real estate development project. (6)All Other Compensation consists of, for each of our NEOs, life insurance premiums, profit sharing and matching contributions under our 401(k) plan, dividends paid on stock awards, and personal use of Company vehicles. See Chart of All Other Compensation for details. (7)Mr. Teague retired on February 1, 2022. All Other Compensation for Mr. Teague in fiscal year 2022 also includes vacation payout and severance upon his retirement on February 1, 2022. (8)Mr. Edwards received a SSP Bonus of $298,550 in December 2022. He received approval from the Board to convert the stock portion of the award to cash. The following charts reflect the fiscal year 2023 compensation mix for our CEO and other NEO:

  58. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | | |

  59. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | Limoneira Company | 43 | 2024 Proxy Statement |

  60. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table provides information about grants of equity and non-equity plan-based awards to the NEOs for performance in the fiscal year ended October 31, 2023, and discretionary, equity-based retention awards granted in fiscal year 2023.

  61. Grants of Plan-Based Awards in Fiscal Year 2023

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(7)(8) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(1)(2)(3) | | | All Other Equity Awards Number of Shares(3)(5)(6) | Grant Date Fair Value of Stock Awards(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | Harold S. Edwards | December 20, 2022(5) | — | — | — | — | — | — | 30,000 | $395,700 | | | March 7, 2023(6) | — | — | — | — | — | — | 63,532 | $1,000,000 | | | December 18, 2023(6) | — | — | — | — | — | — | 6,362 | $124,500 | | | December 18, 2023 | $179,813 | $359,625 | $719,250 | $179,813 | $359,625 | $719,250 | — | $246,343 | | Mark Palamountain | December 20, 2022(5) | — | — | — | — | — | — | 15,000 | $197,850 | | | March 7, 2023(6) | — | — | — | — | — | — | 38,119 | $600,000 | | | December 18, 2023(6) | — | — | — | — | — | — | 3,807 | $74,500 | | | December 18, 2023 | $105,000 | $210,000 | $420,000 | $105,000 | $210,000 | $420,000 | — | $143,850 |

  62. Grants of Plan-Based Awards in Fiscal Year 2023

    (1)See page 37 of the proxy statement, under “Compensation Discussion and Analysis - Elements of Compensation - Annual Equity Incentive,” for a description of our 2022 Plan. Under our 2022 Plan, awards that may be paid out are issued in the form of the number of shares of our common stock that is derived from a percentage of the NEO’s base salary. (2)These columns represent the potential equity payments for each NEO under their respective 2022 Plan Award Agreements with respect to fiscal year 2023 performance. Threshold, Target and Maximum amounts represent 25%, 50% and 100% of each NEO salary as of December 31, 2022. The actual Award calculation for fiscal year 2023 was 34% reflected in the Grant Date Fair Value of Stock Awards column. The equivalent number of shares was calculated using the market closing price of $19.57 on December 18, 2023 when the shares were issued to each NEO. The value of equity incentive awards is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. (3)All such shares, whether vested or unvested, are considered issued and outstanding on the date of issuance, and our NEOs have voting rights with respect to, and receive any dividends on, such shares issued to them. (4)The value of equity incentive awards is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The value of the shares was calculated using the market closing price on the issue date. The market closing price on December 20, 2022 was $13.19. The market closing price on March 7, 2023 was $15.74. The market closing price on December 18, 2023 was $19.57. (5)The shares issued December 20, 2022 are discretionary service-based awards described on page 37 in this proxy statement under “Compensation Discussion and Analysis - Elements of Compensation - Discretionary Service- Based Awards.” (6)The shares issued March 7, 2023 and December 18, 2023 are fiscal year 2023 SSP Bonuses, described on page 37 - in this proxy statement under “Compensation Discussion and Analysis - Elements of Compensation - Strategic Special Project Bonus.” (7)These columns represent the potential cash incentives for each NEO under their respective 2022 Plan Award Agreements with respect to fiscal year 2023 performance. Threshold, Target and Maximum amounts represent 25%, 50% and 100% of each NEO salary as of December 31, 2022. There were no cash incentives for fiscal year 2023 paid to our NEOs. (8)See page 36 of the proxy statement, under “Compensation Discussion and Analysis - Elements of Compensation - Annual Cash Incentive,” for a description of our cash incentive plan. Annual cash incentives are derived from a percentage of the NEO’s base salary.

  63. Grants of Plan-Based Awards in Fiscal Year 2023

    | Limoneira Company | 44 | 2024 Proxy Statement |

  64. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table summarizes the total outstanding equity awards as of October 31, 2023 for each NEO.

  65. Outstanding Equity Awards at 2023 Fiscal Year End

    | Name | Discretionary Awards That Have Not Yet Vested (#) | Market Value of Discretionary Award Shares That Have Not Yet Vested ($)(1) | Equity Incentive Plan Awards That Have Not Yet Vested (#) | Market Value of Equity Incentive Plan Award Shares That Have Not Yet Vested ($)(1) | | Harold S. Edwards(2) | 40,000 | $571,600 | 92,095 | $1,316,038 | | Mark Palamountain(3) | 20,000 | $285,800 | 61,588 | $880,093 |

  66. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Based on a fair market value of our common stock on October 31, 2023 at $14.29 per share. (2)Mr. Edwards received two discretionary service-based awards: On December 13, 2021, we issued 30,000 shares to vest in 3 equal annual tranches on October 31, 2022; October 31, 2023; and October 31, 2024. 10,000 shares remain unvested from that grant. On December 20, 2022, we issued 30,000 shares to vest in 3 equal annual tranches on December 20, 2023; December 20, 2024; and December 20, 2025. All 30,000 shares remain unvested from that grant. Mr. Edwards received two annual equity incentive awards: On December 20, 2022, Mr. Edwards received an annual equity-based incentive. We issued 28,563 shares to vest in 2 equal annual tranches on December 20, 2023 and December 20, 2024. All 28,563 shares remain unvested from that grant. On March 7, 2023, Mr. Edwards earned a SSP Bonus earned during fiscal year 2023 in connection with the sale of our Northern Properties. We issued 63,532 shares to vest on March 7, 2024. All 63,562 shares remain unvested from that grant. (3)Mr. Palamountain received two discretionary service-based awards: On December 13, 2021, we issued 15,000 shares to vest in 3 equal annual tranches on October 31, 2022; October 31, 2023; and October 31, 2024. 5,000 shares remain unvested from that grant. On December 20, 2022, we issued 15,000 shares to vest in 3 equal annual tranches on December 20, 2023; December 20, 2024; and December 20, 2025. All 15,000 shares remain unvested from that grant. Mr. Palamountain received three annual equity incentive awards: On December 20, 2022, Mr. Palamountain received an annual equity incentive. We issued 16,679 shares to vest in 2 equal annual tranches on December 20, 2023 and December 20, 2024. All 16,679 shares remain unvested from that grant. On December 20, 2022, Mr. Palamountain earned and was issued a SSP Bonus of 6,790 shares to vest on December 20, 2023. All 6,790 shares remain unvested from that grant. On March 7, 2023, Mr. Palamountain earned a SSP Bonus for the sale of our Northern Properties. We issued 38,119 shares to vest on March 7, 2024. All 38,119 remain unvested from that grant.

  67. Outstanding Exercises and Stock Vested at 2023 Fiscal Year End

    Outstanding Exercises and Stock Vested at 2023 Fiscal Year End The following table sets forth information about vesting of restricted stock held by our NEOs during fiscal year 2023:

  68. Outstanding Exercises and Stock Vested at 2023 Fiscal Year End

    | Name | Discretionary Awards That Vested FY 2023 (#) | Market Value of Discretionary Award Shares That Vested FY 2023 ($)(1) | Annual Equity Incentive Plan Awards That Vested FY 2023 (#) | Market Value of Annual Equity Incentive Plan Award Shares That Vested FY 2023 ($)(1) | | Harold S. Edwards(2) | 23,333 | $333,429 | — | — | | Mark Palamountain(3) | 11,666 | $166,707 | — | — |

  69. Outstanding Exercises and Stock Vested at 2023 Fiscal Year End

    (1)Based on a fair market value of our common stock on October 31, 2023 at $14.29 per share. (2)Mr. Edwards had 23,333 shares vest in connection with discretionary service-based incentive awards issued December 14, 2020 and December 13, 2021. (3)Mr. Palamountain had 11,666 shares vest in connection with discretionary service-based incentive awards issued December 14, 2020 and December 13, 2021.

  70. Outstanding Exercises and Stock Vested at 2023 Fiscal Year End

    | Limoneira Company | 45 | 2024 Proxy Statement |

  71. Pension Benefits

    Pension Benefits The Company’s defined benefit pension plan is a tax-qualified retirement plan that covers eligible employees of the Company. Effective in June 2004, participation in such plan was frozen so that anyone who was hired by the Company on or after June 2004 is ineligible to participate in such plan. Under the plan, age 65 is considered normal retirement age. Effective December 31, 2021, the Company terminated the Plan. Participants in the Plan with over $5,000 were given the option to receive a lump sum payment or alternative form of benefit payment through an annuity insurer. The only NEO who is a participant in our Plan is Mr. Edwards. During fiscal year 2022, he elected to receive a lump sum payment in the amount of $11,602. The amount was paid on November 3, 2022. See “Retirement Plans” above for more information.

  72. Pension Benefits

    | Participant Name | Plan Name | Years of Credited Service | Present Value of Accumulated Benefit - FY 2023(1) | Present Value of Accumulated Benefit - FY 2022(2) | Change in Pension Value(3) | Payments During Last Fiscal Year(1) | | Harold Edwards | Limoneira Company Retirement Plan(4) | 0.05 | — | $11,602 | — | $11,602 |

  73. Pension Benefits

    (1)Mr. Edwards elected to receive a lump sum of his pension benefit during fiscal year 2022. The payout was completed in November 2022 during fiscal year 2023. (2)Liabilities shown in this column are computed using the projected unit credit method reflecting average salary and service as of the fiscal year end 2021. The material assumptions used to determine these liabilities can be found in the fiscal year end FAS Disclosures Actuarial Valuation Report, except we assumed no pre-retirement decrements and that retirement occurs at the Plan’s earliest unreduced retirement age. (3)The Change in Pension Value is based on the difference of the present value of the accumulated benefit payable as of October 31, 2023 from the Plan and the present value of the accumulated benefit payable as of October 31, 2022 disclosed in the prior year for the Plan, adjusted for any benefit payments during the fiscal year. (4)The Company terminated the Plan effective December 31, 2021.

  74. Pay Versus Performance (PVP)

    Pay Versus Performance (PVP)

  75. Pay Versus Performance (PVP)

    | Year | Summary Compensation Table Total for CEO(1)(8) | Compensation Actually Paid (CAP) to CEO(1)(2)(8) | Average Summary Compensation Table Total for Non-CEO NEOs(3)(8) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3)(8) | Total Shareholder Return (TSR)(4) | Peer Group Total Shareholder Return(5) | Net Income(6) | Adjusted EBITDA(7) | | 2023 | $3,653,352 | $3,710,212 | $2,160,670 | $2,278,244 | $110 | $116 | $9,117,000 | $(224,000) | | 2022 | $2,001,234 | $1,331,988 | $866,917 | $635,772 | $90 | $133 | $(474,000) | $11,894,000 | | 2021 | $1,319,648 | $1,452,446 | $761,867 | $828,332 | $119 | $117 | $(3,897,000) | $9,918,000 |

  76. Pay Versus Performance (PVP)

    (1)The Company’s CEO for all years presented is Harold Edwards. (2)Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  77. Pay Versus Performance (PVP)

    | | 2023 | | 2022 | | 2021 | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $3,653,352 | $2,160,670 | $2,001,234 | $866,917 | $1,319,648 | $761,867 | | Less: Change in Pension Value per the Summary Compensation Table | — | — | — | — | (134) | — | | Less: Stock Awards per the Summary Compensation Table | (1,766,543) | (1,016,200) | (825,550) | (266,983) | (610,400) | (305,200) | | Add: Year-end fair value of unvested awards granted in the current year | 1,744,738 | 1,094,443 | 238,600 | 59,650 | 430,123 | 215,061 |

  78. Pay Versus Performance (PVP)

    | Limoneira Company | 46 | 2024 Proxy Statement |

  79. Pay Versus Performance (PVP)

    | | 2023 | | 2022 | | 2021 | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | Add: Year-over-year difference of year-end fair values for unvested awards granted in prior years | 23,600 | 11,800 | (55,999) | (13,999) | 49,066 | 24,532 | | Add: Fair value at vest date for awards granted and vested in current year | — | — | 119,300 | 29,825 | 215,077 | 107,539 | | Add: Difference in fair value between prior year-end fair value and vest date fair value for awards granted in prior years | 55,066 | 27,532 | (145,597) | (39,639) | 49,066 | 24,534 | | Compensation Actually Paid (as calculated) | $3,710,212 | $2,278,244 | $1,331,988 | $635,772 | $1,452,446 | $828,332 |

  80. Pay Versus Performance (PVP)

    (3)Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2023: Mark Palamountain 2022: Mark Palamountain, Alex Teague 2021: Mark Palamountain, Alex Teague (4)Total Shareholder Return assumes the investment of $100 in our common stock on October 31, 2020 through and including the end of the fiscal year for which Total Shareholder Return is depicted. (5)Peer Group Total Shareholder Return reflect the year-over-year value, as of the end of the applicable fiscal year, of a hypothetical initial investment of $100 made on October 31, 2020 into the Dow Jones U.S. Food Producers Index. (6)The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements. (7)In the Company’s assessment, Adjusted EBITDA is the financial performance measure that is the most important financial performance measure used by the Company in fiscal year 2023 to link compensation actually paid to performance. The dollar amounts reported are the Company’s Adjusted EBITDA reflected in the Company’s Form 10-K, and represent earnings before interest, income taxes, depreciation and amortization (“EBITDA”), excluding stock-based compensation, named executive officer cash severance, pension settlement cost, gain or loss on disposal of assets, cash bonus related to sale of assets and gain on legal settlement. Adjusted EBITDA is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be construed as an alternative to reported results determined in accordance with GAAP. The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies. (8)In fiscal year 2023, “Compensation Actually Paid” to our CEO and non-CEO NEOs was significantly impacted by bonuses issued pursuant to our SSP Bonus Program. Mr. Edwards received a $2.0 million bonus and Mr. Palamountain received a $1.2 million bonus, each payable in 50% cash and 50% restricted stock, in connection with the sale of our Northern Properties. In December 2023, Mr. Edwards received a bonus of $248,848 and Mr. Palamountain received a bonus of $149,309, each payable in 50% cash and 50% in restricted stock, in connection with Harvest Equity Earnings. The following table identifies the most important performance measures used by our Compensation Committee to link the “Compensation Actually Paid” (CAP) to our CEO and other NEOs in fiscal year 2023, to Company performance:

  81. Pay Versus Performance (PVP)

    | Performance Measures | | Adjusted EBITDA | | Revenues | | Gains on strategic special projects | | Equity earnings from real estate development |

  82. Pay Versus Performance (PVP)

    | Limoneira Company | 47 | 2024 Proxy Statement |

  83. Pay Versus Performance (PVP)

    The Company’s compensation actually paid for its CEO and other NEOs as compared to Net Income, Adjusted EBITDA, the Company’s TSR and the TSR of the Dow Jones U.S. Food Producers Index are shown below.

  84. Pay Versus Performance (PVP)

    | | | |

  85. General

    | | | | Peer Companies | | | | | LMNR | LMNR with 2022 Plan Amendment | 25th | 50th | 75% | | Total Outstanding | 1.6% | 1.6% | 1.0% | 1.9% | 7.0% | | Total Available for Grant | 0.9% | 6.4% | 3.8% | 6.9% | 12.9% | | Total Potential for Dilution | 2.5% | 8.1% | 5.7% | 10.9% | 16.4% | | Annual Share Utilization | | | | | | | Most Recent Fiscal Year | 1.7% | 1.7% | 0.4% | 0.7% | 2.0% | | 3-Year Average | 1.0% | 1.0% | 0.5% | 1.1% | 1.9% |

  86. Shares Available For Awards and Other Limits on Awards

    Shares Available For Awards and Other Limits on Awards As presently constructed, the number of shares of common stock issuable pursuant to all awards granted under the 2022 Plan is 500,000, provided that the aggregate number of shares of common stock with respect to which incentive stock options may be granted is 400,000. Under the 2022 Plan Amendment, the number of shares of common stock issuable will be no more than 1,500,000. No other changes will be made. In addition, as provided below, if awards issued under the 2022 Plan expire or otherwise terminate without being exercised or settled, or if awards are settled in cash in lieu of shares, the shares of common stock not acquired pursuant to such awards again become available for issuance under the 2022 Plan. Certain awards under the 2022 Plan are subject to the following limitations on a per Participant basis: •The maximum number of shares of common stock with respect to which stock options may be granted to any one Participant in any fiscal year is 200,000 shares. •The maximum number of shares of common stock with respect to which SARs (as defined below) may be granted to any one Participant in any fiscal year is 200,000 shares. •The maximum aggregate number of restricted shares that may be granted to any one Participant in any fiscal year is 500,000 shares. •The maximum aggregate number of restricted share units that may be granted to any one Participant in any fiscal year is 500,000 shares. •The maximum number of shares awarded or credited with respect to performance share-based awards to any one Participant in any performance period is 500,000 shares determined as of the date of payout (or, if paid in cash, the equivalent cash value thereof). •The maximum number of other stock-based awards in any fiscal year is 200,000 shares or, in the event such other stock-based awards are paid in cash, the equivalent cash value thereof. •The maximum value of all equity and cash-based compensation granted to a non-employee director in any calendar year cannot exceed $400,000 (and for this purpose, equity value is determined using fair market value on the award date).

  87. Shares Available For Awards and Other Limits on Awards

    •The Committee may adjust the number of shares and share limits described above in the case of a stock dividend or other distribution, including a stock split, merger or other similar corporate transaction or event, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under the 2022 Plan. Shares of our common stock subject to awards that are expired, forfeited, cancelled or settled in cash do not count as shares issued under the 2022 Plan. However, (i) if shares of our common stock are tendered or otherwise used in payment of the exercise price of any stock option, the total number of shares covered by the stock option being exercised will count as shares issued under the 2022 Plan; (ii) shares of our common stock withheld by the Company to satisfy a tax withholding obligation will count as shares issued under the 2022 Plan; and (iii) the number of shares of our common stock covered by a SAR, to the extent it is exercised and settled in shares, and whether or not shares are actually issued to the Participant upon exercise of the SAR, will be considered issued or transferred pursuant to the 2022 Plan. If, under the 2022 Plan, a Participant elected to give up the right to receive compensation in exchange for shares of our common stock based on fair market value, shares will not count as shares issued under the 2022 Plan.

  88. Types of Awards and Terms and Conditions

    Types of Awards and Terms and Conditions The 2022 Plan permits grants of: •stock options (including both incentive and non-qualified stock options); •stock appreciation rights (“SARs”); •restricted shares and restricted share units; •performance share-based awards; •substitute awards; •dividend equivalents; •other share-based awards; and •performance compensation awards. The fair market value of a share is the closing per-share price (excluding any “after hours” trading) of the shares of our common stock (i) as reported by NASDAQ for such date, or (ii) if the shares of our common stock are listed on a national stock exchange other than the NASDAQ, the closing per-share sale price of the shares of our common stock as reported on the stock exchange composite tape for securities traded on such stock exchange for such date.

  89. Stock Options

    Stock Options The holder of a stock option is entitled to purchase a number of shares of our common stock at a specified exercise price not less than the fair market value of the underlying shares (or 110% of fair market value in the case of an incentive stock option granted to a 10% employee-stockholder) during a specified time period, all as determined by the Compensation Committee. Each stock option is exercisable at such times and subject to such terms and conditions as the Compensation Committee determines, and no stock option will be exercisable more than ten years from the grant date (or five years in the case of an incentive stock option granted to a 10% employee-stockholder). The stock option exercise price may be payable either in cash, shares of our common stock or a combination thereof, as determined by the Compensation Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares issuable under a stock option.

  90. Performance Share-Based Awards

    Performance Share-Based Awards The Compensation Committee may award performance share-based awards that consist of a right that is (i) denominated in cash or shares of our common stock, (ii) valued, as determined by the Compensation Committee, in accordance with the achievement of such performance goals during performance periods established by the Compensation Committee, and (iii) payable at such time and in such form as determined by the Compensation Committee. Performance share-based awards may be paid in a lump sum or in installments following the close of the applicable performance periods.

  91. Change of Control

    Change of Control Upon the sale, lease, transfer, conveyance, or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities and Exchange Act of 1934 (the “Exchange Act”)), any person or group is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares of our common stock that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company, including by way of merger, consolidation, or otherwise, or any other similar corporate transaction, or during any period of two consecutive years individuals who at the beginning of such period constituted the Board (together with any directors elected that were approved by the Board) cease to constitute a majority of the Board (“Change of Control”), then to the extent not assumed, converted or replaced by the resulting entity, all outstanding stock options and SARs will become fully exercisable, all restrictions with respect to outstanding awards will lapse and become vested and non-forfeitable, and certain specified performance goals with respect to outstanding awards will be deemed to be satisfied at target; provided that, if payment of restricted and performance share-based awards or performance compensation awards under the 2022 Plan or an award agreement would cause a payment of nonqualified deferred compensation that is subject to Section 409A will be subject to additional considerations set forth under the 2022 Plan. Notwithstanding the foregoing, the Committee may determine: (i) that for each stock option and SAR the Participant will receive a payment in cancellation thereof equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of shares of our common stock in the Change of Control transaction and the exercise price of the applicable stock option or SAR, if such difference is positive; and (ii) for any stock options and SARs with an exercise price that is higher than the per share consideration received by holders of shares of our common stock in connection with the Change of Control will be cancelled for no additional consideration. To the extent outstanding awards are assumed, converted or replaced by the resulting entity, the awards will continue to vest in accordance with their terms (provided that any performance share-based goals shall be deemed achieved at target performance), except that such awards will vest if within the 12-month period following the Change in Control the Participant terminates employment without cause or for good reason.

  92. Securities Authorized for Issuance Under Equity Compensation Plans

    Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of October 31, 2023 about our common stock issuable to employees and directors under the 2022 Omnibus Plan, which was approved by stockholders on March 22, 2022. As of October 31, 2023, other than as described below, no equity securities were authorized for issuance under equity compensation plans not approved by security holders.

  93. Securities Authorized for Issuance Under Equity Compensation Plans

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1) | | Equity Compensation plans approved by security holders | 500,000 | 500,000 | 154,580 |

  94. Securities Authorized for Issuance Under Equity Compensation Plans

    (1)The Board approved the Limoneira Company 2022 Omnibus Incentive Plan on January 25, 2022. The Stockholders approved the plan at the 2022 Annual Meeting held March 22, 2022.

  95. Appendix B – Limoneira Company 2022 Omnibus Incentive Plan

    Appendix B – Limoneira Company 2022 Omnibus Incentive Plan

  96. Limoneira Company 2022 Omnibus Incentive Plan

    Limoneira Company 2022 Omnibus Incentive Plan

  97. (as approved by the Board of Directors on January 25, 2022) (as approved by the stockholders on March 22, 2022)

    (as approved by the Board of Directors on January 25, 2022) (as approved by the stockholders on March 22, 2022) Purpose. The purposes of this Limoneira Company 2022 Omnibus Incentive Plan (the “Plan”) are to promote the interests of Limoneira Company and its stockholders by (i) attracting and retaining employees and directors of, and consultants to, the Company and its Affiliates, as defined below; (ii) motivating such individuals by means of performance-related incentives to achieve longer-range performance goals; and (iii) enabling such individuals to participate in the long-term growth and financial success of the Company. This Plan is intended to replace the prior Limoneira Company Amended and Restated 2010 Omnibus Incentive Plan, as amended (the “Prior Plan”), which Prior Plan terminated on January 24, 2022. Notwithstanding the foregoing, any awards granted under the Prior Plan shall remain in effect pursuant to the terms of the Prior Plan and the respective award agreements thereunder. Definitions. As used in the Plan, the following terms shall have the meanings set forth below: “Affiliate” shall mean any employer with which the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, applied using fifty percent (50%) as the percentage of ownership required under such Code sections; provided, however, that the term Affiliate shall be construed in a manner in accordance with the registration provisions of applicable securities laws. “Award” shall mean any Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit Award, Performance Share-Based Award, Other Share-Based Award, or Performance Compensation Award made or granted from time to time hereunder. “Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant, including by electronic means, as provided in Section 14(f). “Board” shall mean the Board of Directors of the Company. “Cause,” as a reason for a Participant’s termination of employment or service, shall have the meaning assigned such term in the employment, severance, or similar agreement, if any, between the Participant and the Company or an Affiliate. If the Participant is not a party to an employment, severance, or similar agreement with the Company or an Affiliate in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Cause” shall mean: the intentional engagement in any acts or omissions constituting dishonesty, breach of a fiduciary obligation, wrongdoing, or misfeasance, in each case, in connection with a Participant’s duties or otherwise during the course of a Participant’s employment or service with the Company or an Affiliate; the commission of a felony or the indictment for any felony, including, but not limited to, any felony involving fraud, embezzlement, moral turpitude, or theft; the intentional and wrongful damaging of property, contractual interests, or business relationships of the Company or an Affiliate; the intentional and wrongful disclosure of secret processes or confidential information of the Company or an Affiliate in violation of an agreement with, or a policy of, the Company or an Affiliate; the continued failure to substantially perform the Participant’s duties for the Company or an Affiliate; current alcohol or prescription drug abuse affecting work performance; current illegal use of drugs; or any intentional conduct contrary to the Company’s or an Affiliate’s written policies or practices.

  98. (as approved by the Board of Directors on January 25, 2022) (as approved by the stockholders on March 22, 2022)

    “Change of Control” shall mean the occurrence of any of the following: the sale, lease, transfer, conveyance, or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act); or any person or group is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company, including by way of merger, consolidation, or otherwise, or during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, but excluding any director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) cease for any reason to constitute a majority of the Board, then in office. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. “Committee” shall mean a committee of the Board designated by the Board to administer the Plan and composed of not less than two (2) directors, each of whom is required to be a “Nonemployee Director” (within the meaning of Rule 16b-3) to the extent Rule 16b-3 is applicable to the Company and the Plan. “Company” shall mean Limoneira Company, a Delaware corporation, together with any successor thereto. “Effective Date” shall have the meaning ascribed to it in Section 16(a). “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. “Fair Market Value” shall mean, except as otherwise provided in the applicable Award Agreement, with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee in accordance with objective, arm’s length standards; and with respect to the Shares, as of any date: the closing per-share sale price (excluding any “after hours” trading) of the Shares (aa) as reported by the National Association of Securities Dealers Automated Quotations (“NASDAQ”) for such date, or (bb) if the Shares are listed on a national stock exchange other than the NASDAQ, the closing per-share sale price of the Shares as reported on the stock exchange composite tape for securities traded on such stock exchange for such date, or in the event there shall be no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Committee (which determination shall, to the extent applicable, be made in a manner that complies with Section 409A). “Fiscal Year” shall mean the Company’s fiscal year beginning each November 1 and ending the following October 31. “Good Reason” as a reason for a Participant’s termination of employment or service shall have the meaning assigned such term in the employment, severance, or similar agreement, if any, between the Participant and the Company or an Affiliate. If the Participant is not a party to an employment, severance, or similar agreement with the Company or an Affiliate in which such term is defined, then unless otherwise defined in the applicable Award Agreement, for purposes of this Plan, the Participant shall not be entitled to terminate his employment or service for Good Reason. “Incentive Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan (and which is so designated in the applicable Award Agreement) and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. Incentive Stock Options may be granted only to Participants who meet the definition of “employees” under Section 3401(c) of the Code and the regulations thereunder.

  99. (as approved by the Board of Directors on January 25, 2022) (as approved by the stockholders on March 22, 2022)

    “Nonqualified Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan and that does not qualify as an Incentive Stock Option. “Option” shall mean an Incentive Stock Option or a Nonqualified Stock Option. “Other Share-Based Award” shall mean any right granted under Section 10 of the Plan. “Participant” shall mean any employee of, or consultant to, the Company or its Affiliates, or nonemployee director who is a member of the Board or the board of directors of an Affiliate, eligible for an Award under Section 5 of the Plan and selected by the Committee to receive an Award under the Plan or who receives a Substitute Award. “Performance Share-Based Award” shall mean any right granted under Section 9 of the Plan. “Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan. “Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (or an Affiliate, division, or operational unit of the Company or an individual service provider). The Performance Criteria applicable to any Award shall be based on one or more of the following criteria: (i) return measures, including, but not limited to, return on assets, net assets, stockholders’ equity, stockholder returns, capital, invested capital, sales, or revenue; (ii) revenue; (iii) average revenue; (iv) profit margin; (v) earnings per Share; (vi) net earnings or net income (before or after taxes), net income compared to average net income over a period, net income as a percentage determinant to multiply times salary; (vii) operating earnings; (viii) net sales or revenue growth; (ix) cash flow, including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, average cash, cash from activities, cash from activities compared to average cash from activities over a period, and cash flow return on investment; (x) earnings before or after interest, taxes, depreciation and amortization; (xi) net operating profit; (xii) growth of business; (xiii) operating expenses; (xiv) capital expenses; (xv) cost or expense targets; (xvi) share price, including, but not limited to, growth measures and total shareholder return; (xvii) enterprise value; (xviii) equity market capitalization; (xix) cost reduction or savings; (xx) performance against operating budget goals; (xxi) margins; (xxii) customer satisfaction; (xxiii) working capital targets; (xxiv) working value added (net operating profit after tax minus the sum of capital multiplied by the cost of capital); (xxv) completion of securities offering; (xxvi) completion of corporate refinancing; (xxvii) sales or market share; (xxviii) operating objectives or activities; or (xxix) individually specified objectives. “Performance Formula” shall mean, for a Performance Period, one or more objective formulas applied against the relevant Performance Goals to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period. “Performance Goals” shall mean, for a Performance Period, one or more goals as may be established in writing by the Committee for the Performance Period based upon the Performance Criteria. The Committee is authorized at any time in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants: in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development affecting the Company; or in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions, including any changes in tax laws; or in the event of, or in anticipation of, any asset write-downs; or in the event of, or in anticipation of, any litigation or claims judgments or settlements; or in the event of, or in anticipation of, any reorganization and restructuring programs; or in the event of, or in anticipation of, any acquisitions or divestitures; or

  100. (as approved by the Board of Directors on January 25, 2022) (as approved by the stockholders on March 22, 2022)

    Fiscal Year/Performance Period Award Limits. Subject to the overall limitations in Section 4(a), individual Awards shall be subject to the following limitations on a per Participant basis: Stock Options. The maximum number of Shares with respect to which Nonqualified Stock Options and Incentive Stock Options may be granted to any one Participant in any Fiscal Year shall be Two Hundred Thousand (200,000) Shares. Stock Appreciation Rights. The maximum number of Shares with respect to which any Stock Appreciation Rights may be granted to any one Participant in any Fiscal Year shall be Two Hundred Thousand (200,000) Shares. Restricted Shares. The maximum aggregate number of Shares of Restricted Shares that may be granted to any one Participant in any Fiscal Year shall be Five Hundred Thousand (500,000) Shares. Restricted Share Units. The maximum aggregate number of Shares of Restricted Share Units that may be granted to any one Participant in any Fiscal Year shall be Five Hundred Thousand (500,000) Shares. Performance Share-Based Awards. The maximum number of Shares awarded or credited with respect to Performance Share-Based Awards to any one Participant in a single Performance Period may not exceed Five Hundred Thousand (500,000) Shares determined as of the date of payout, or, in the event such Performance Share-Based Awards are paid in cash, the equivalent cash value thereof. Other Share-Based Awards. The maximum number of Shares that may be granted as Other Share-Based Awards in respect of any Fiscal Year shall be Two Hundred Thousand (200,000) Shares or, in the event such Other Share-Based Awards are paid in cash, the equivalent cash value thereof. Nonemployee Director Awards. During any Fiscal Year, a Participant who is a “Nonemployee Director” within the meaning of Rule 16b-3 may not receive aggregate compensation for their services as a director, including any cash compensation, other compensation and the value of any Awards under this Plan (based on Award date Fair Market Value), in excess of Four Hundred Thousand Dollars ($400,000). Shares Counted. Shares covered by an Award granted under the Plan shall not be counted unless and until they are actually issued and delivered, or recorded in book-entry form, to a Participant and, therefore, the total number of Shares available under the Plan as of a given date shall not be reduced by Shares relating to prior Awards that have expired or have been forfeited or cancelled, and upon payment in cash of the benefit provided by any Award, any Shares that were covered by such Award will be available for issue hereunder. Notwithstanding anything to the contrary contained herein: if Shares are tendered or otherwise used in payment of the exercise price of an Option, the total number of Shares covered by the Option being exercised shall reduce the aggregate limit described in Section 4(a); Shares withheld by the Company to satisfy a tax withholding obligation shall count against the aggregate limit described in Section 4(a) and the limits described in Section 4(b); the number of Shares covered by a Stock Appreciation Right, to the extent that it is exercised and settled in Shares, and whether or not Shares are actually issued to the Participant upon exercise of the Stock Appreciation Right, shall be considered issued and transferred or recorded and held in book-entry form pursuant to the Plan; and to the extent that any outstanding Award is settled in cash in lieu of Shares, the Shares allocable to such portion of the Award may again be subject to an Award granted under the Plan. Adjustments. Notwithstanding any provisions of the Plan to the contrary, in the event that the Committee determines in its sole discretion that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other corporate transaction or event affects the Shares, such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall equitably adjust, subject to the proviso of Section 2(ii) (definition of Shares) and any other requirements under Code Sections 422, 424, and 409A, any or all of: the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted;

  101. (as approved by the Board of Directors on January 25, 2022) (as approved by the stockholders on March 22, 2022)

    the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards; and the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award, which, in the case of Options and Stock Appreciation Rights shall equal the excess, if any, of the Fair Market Value of the Share subject to each such Option or Stock Appreciation Right over the per Share exercise price or grant price of such Option or Stock Appreciation Right. Substitute Awards. Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines (“Substitute Awards”). The number of Shares underlying any Substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan. Sources of Shares Deliverable under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares; provided, however, if the Company so determines, Shares delivered may consist of Shares purchased in the market. (g) Minimum Vesting Requirements. All Awards granted under the Plan shall be subject to a minimum vesting period of one (1) year. For purposes of awards to Nonemployee Directors, a vesting period will be deemed to be one (1) year if it begins on the date of one annual meeting of the Company’s stockholders and ends on the date of the Company’s next succeeding annual meeting of stockholders. Notwithstanding the foregoing, the minimum vesting requirements of this Section 4(g) shall not apply with respect to a maximum of five percent (5%) of the Shares authorized under the Plan pursuant to Section 4(a). Eligibility. Any employee of, or consultant to, the Company or any of its Affiliates (including any prospective employee, but not before his hire date), or nonemployee director who is a member of the Board or the board of directors of an Affiliate, shall be eligible to be selected as a Participant. Stock Options. Grant. Subject to the terms of the Plan, the Committee shall have sole authority to determine the Participants to whom Options shall be granted, the number of Shares to be covered by each Option (which shall be fixed on the date of grant and set forth in the applicable Award Agreement), the exercise price thereof and the conditions and limitations applicable to the exercise of the Option. The Committee shall have the authority to grant Incentive Stock Options, or to grant Nonqualified Stock Options, or to grant both types of Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. All Options when granted under the Plan are intended to be Nonqualified Stock Options, unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. As required by Section 409A, Nonqualified Stock Options shall have a grant price equal to or greater than the Fair Market Value per Share as of the date of grant. If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Nonqualified Stock Options. No Option shall include any feature for the deferral of income other than the deferral of recognition of income until the later of the exercise or disposition of the Option. Exercise Price. The Committee shall determine and establish the exercise price at the time each Option is granted; provided that such exercise price shall be set forth in the applicable Award Agreement and shall not be less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant; and provided, further, that if the Option is an Incentive Stock Option granted to a Ten Percent Shareholder, the exercise price of the Option shall not be less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of the grant of the Option. Exercise. Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement. No Option shall be exercisable more than ten (10) years from the date of grant; provided, however, that in the case of a Ten Percent Shareholder, no Incentive Stock Option shall be exercisable later than the fifth (5th) year anniversary of the date of its grant. The Committee may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application of federal or state securities laws, as it may deem necessary or advisable. To the extent that the aggregate Fair Market Value of the Shares with respect to Options designated as Incentive Stock Options plus the incentive stock options granted by any Affiliate are exercisable for the first time by a Participant during any calendar year under all plans of the Company and Affiliates exceeds one hundred thousand dollars ($100,000), such options shall be treated as Nonqualified Stock Options.

  102. (as approved by the Board of Directors on January 25, 2022) (as approved by the stockholders on March 22, 2022)

    For purposes of the preceding sentence, (i) Options shall be taken into account in the order in which they are granted, and (ii) the Fair Market Value of the Shares shall be determined as of the time the Incentive Stock Option or other incentive stock option is granted. Payment. No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate exercise price therefor is received by the Company. Such payment may be made as provided in the Award Agreement: in cash, or its equivalent, or by exchanging Shares owned by the Participant (which are not the subject of any pledge or other security interest and which have been owned by such Participant for at least six (6) months and acquired other than through an Incentive Stock Option), or subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate exercise price or by a combination of the foregoing; provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender is at least equal to such aggregate exercise price and the taxes, if any, required to be withheld. Proof of Share Ownership. Wherever in any Award Agreement a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option. Disqualifying Dispositions. A Participant shall be obligated to give the Company or any Affiliate for which the Participant works notice of any disposition of any Incentive Stock Option prior to the applicable holding periods. Stock Appreciation Rights. Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Stock Appreciation Rights shall be granted, the number of Shares to be covered by each Stock Appreciation Right Award (which shall be set on the date of grant and specified in the Award Agreement), the grant price thereof and the conditions and limitations applicable to the exercise thereof. As required by Section 409A, Stock Appreciation Rights shall have a grant price equal to or greater than the Fair Market Value per Share as of the date of grant. Stock Appreciation Rights may be granted in tandem with another Award, in addition to another Award, or freestanding and unrelated to another Award; provided that the Stock Appreciation Rights granted in tandem with an Award shall be granted at the same time as the other Award. Exercise and Payment. The grant price of a Stock Appreciation Right per Share shall not be less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. No Stock Appreciation Right shall be exercisable more than ten (10) years from the date of grant. A Stock Appreciation Right shall entitle the Participant to receive an amount equal to the excess of the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right over the grant price thereof times the number of Shares exercised. The Committee shall determine in its sole discretion whether a Stock Appreciation Right shall be settled in cash, Shares, or a combination of cash and Shares. Other Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine, at the grant of a Stock Appreciation Right, the term, methods of exercise, methods and form of settlement, and any other terms and conditions of any Stock Appreciation Right. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate; provided that the Stock Appreciation Right shall not include any feature for the deferral of income other than the deferral of income until the exercise of the Stock Appreciation Right. Restricted Shares and Restricted Share Units. Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Restricted Share Units and Restricted Shares shall be granted, the number of Restricted Shares and/or the number of Restricted Share Units to be granted to each Participant, the duration of the period during which, and the conditions, if any, under which, the Restricted Shares and Restricted Share Units may be forfeited to the Company, and the other terms and conditions of such Awards.

  103. (as approved by the Board of Directors on January 25, 2022) (as approved by the stockholders on March 22, 2022)

    Change of Control. To the extent outstanding Awards granted under this Plan are not assumed, converted, or replaced by the resulting entity in the event of a Change of Control, all outstanding Options and Stock Appreciation Rights shall become fully exercisable, all restrictions with respect to outstanding Awards shall lapse and become vested and non-forfeitable, and any specified Performance Goals with respect to outstanding Awards shall be deemed to be satisfied at target; provided that payment of Restricted and Performance Share-Based Awards or Performance Compensation Awards shall be made in accordance with Section 13(d). Notwithstanding the foregoing, the Committee may determine (i) that for each Option and Stock Appreciation Right the Participant shall receive a payment in cancellation thereof equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of Shares in the Change of Control transaction and the exercise price of the applicable Option or Stock Appreciation Right, if such difference is positive; and (ii) for any Options and Stock Appreciation Rights with an exercise price that is higher than the per share consideration received by holders of Shares in connection with the Change of Control shall be cancelled for no additional consideration. To the extent outstanding Awards granted under this Plan are assumed, converted, or replaced by the resulting entity in the event of a Change of Control: any outstanding Awards that are subject to Performance Share-Based Goals shall be converted by the resulting entity as if target performance had been achieved as of the date of the Change of Control; each Performance Share-Based Award or Performance Compensation Award with service requirements shall continue to vest with respect to such requirements during the remaining period set forth in the Award Agreement; and all other Awards shall continue to vest (and/or the restrictions thereon shall continue to lapse) during the remaining periods set forth in the Award Agreement. To the extent outstanding Awards granted under this Plan are either assumed, converted, or replaced by the resulting entity in the event of a Change of Control, if a Participant’s employment or service is terminated without Cause by the Company or an Affiliate or a Participant terminates his employment or service with the Company or an Affiliate for Good Reason (if applicable), in either case, during the twelve-(12-) month period following a Change of Control, all outstanding Options and Stock Appreciation Rights held by the Participant shall become fully exercisable and all restrictions with respect to outstanding Awards shall lapse and become vested and non-forfeitable. Notwithstanding anything in this Plan or any Award Agreement to the contrary, to the extent any provision of this Plan or an Award Agreement would cause a payment of nonqualified deferred compensation that is subject to Section 409A to be made upon the occurrence of: a Change of Control, then such payment shall not be made unless such Change of Control also constitutes a “change in ownership,” “change in effective control,” or “change in ownership of a substantial portion of the Company’s assets” within the meaning of Section 409A; or a termination of employment or service, then such payment shall not be made unless such termination of employment or service also constitutes a Separation from Service. Any payment that does not comply with the preceding sentence shall be made in accordance with the payment schedule that would have applied in the absence of a Change of Control or termination of employment or service, but disregarding any performance requirements and substituting the passage of time for any future service requirements and any Performance Periods. If a Change of Control constitutes a “change of control” within the meaning of Section 409A, payment shall be made in a lump sum within ten (10) business days following the Change of Control unless the Award Agreement specifies otherwise. If a termination following a Change of Control qualifies as a Separation from Service, distribution will be made in a lump sum within sixty (60) days following the Separation from Service date unless the Award Agreement specifies otherwise. General Provisions. Nontransferability. Each Award, and each right under any Award, shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative.

  104. (as approved by the Board of Directors on January 25, 2022) (as approved by the stockholders on March 22, 2022)

    No Award may be sold, assigned, alienated, pledged, attached, or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer, or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. No Rights to Awards. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, holders, or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). Share Restrictions. Shares or other securities of the Company delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates or cause its transfer agent to put a legend or legends on book-entry Shares to make appropriate reference to such restrictions. Withholding. A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due, or transfer made under any Award or under the Plan, or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise, or any payment, or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. Without limiting the generality of clause (i) above, a Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares owned by the Participant (which are not subject to any pledge or other security interest and which have been owned by the Participant for at least six (6) months and acquired other than through an Incentive Stock Option) with a Fair Market Value equal to such withholding liability or by having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option a number of Shares with a Fair Market Value equal to such withholding liability, subject to procedures established by the Committee or the Company before and after the Company’s adoption of ASU 2016-09, Compensation-Stock Compensation (Topic 718) dated March, 2016. Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including but not limited to the effect on such Award of the death, disability, or termination of employment or service of a Participant and the effect, if any, of such other events as may be determined by the Committee. Electronic Delivery and Acceptance. The Company may electronically deliver documents related to current or future participation in the Plan and may request Participants’ consent to participate by electronic means. Participants may consent to receive documents by electronic delivery and agree to participate in the Plan through the Company’s on-line system or any other on-line system or electronic means that the Company may decide, in its sole discretion, to use in the future. No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, shares and other types of awards provided for hereunder (subject to stockholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases. No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting relationship to, or as a director on the Board or board of directors, as applicable, of, the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in any applicable employment contract or agreement. No Rights as Stockholder. Subject to the provisions of the applicable Award, no Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Shares hereunder, the applicable Award shall specify if and to what extent the Participant shall not be entitled to the rights of a stockholder in respect of such Restricted Shares.