Limoneira CO

On August 22, 2024, the Board approved, and the Company entered into transaction bonus agreements (“the Transaction Bonus Agreements”) with its NEOs.

The Transaction Bonus Agreements provide that each NEO will receive a Transaction Bonus, payable in one lump sum, if the NEO is employed on the closing date of a transaction (a “Transaction”) resulting in (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of 80% or more of the assets of the Company to any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act); (ii) any person or group becoming the beneficial owner of more than 50% of the total voting power or the Company; or (iii) a change in the majority of the Board in office during any period of two (2) consecutive years during the term of the Transaction Bonus Agreements. The Transaction Bonus Agreements further provide that if the NEO is terminated without cause (as defined the Transaction Bonus Agreements) within 180 days of the closing of a transaction, the NEO will remain eligible to receive the Transaction Bonus. If the NEOs are terminated (i) by the Company for cause, (ii) by the Company without cause and the closing date of the Transaction occurs after 180 days following separation from service, or (iii) by the NEO for any reason prior to the closing date, the NEO’s eligibility to receive the Transaction Bonus will be cancelled and forfeited in all respects.

The Transaction Bonus Agreement for Mr. Edwards provides for a base amount of $3,750,000 provided that the price per share of Company Common Stock received in any transaction is at least $28.00 per share (the “Base Share Price”). Mr. Edwards will receive a greater Transaction Bonus for any increase in share price above the Base Share Price in $0.25 increments up to, but not including $40.00 per share (the “Target Share Price”). If the price per share is equal to the Target Share Price, Mr. Edwards will receive a Transaction Bonus of $5,250,000 (the “Edwards Target Transaction Bonus Amount”). For every $1.00 increase above the Target Share Price, the Edwards Target Transaction Bonus Amount will be increased by $62,500.

The Transaction Bonus Agreement between the Company and Mr. Palamountain provides for a base amount of $2,225,000 provided that the price per share of Common Stock received in any transaction is at least equal to the Base Share Price. Mr. Palamountain will receive a greater Transaction Bonus for any increase in share price above the Base Share Price in $0.25 increments up to, but not including the Target Share Price. If the price per share is equal to the Target Share Price, Mr. Edwards will receive a Transaction Bonus of $3,150,000 (the “Palamountain Target Transaction Amount”). For every $1.00 increase above the Target Share Price, the Palamountain Target Transaction Bonus Amount will be increased by $37,500.

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If the Transaction Bonuses become payable, the NEOs will lose their eligibility to receive any SSP Bonuses pursuant to the Retention Bonus Agreements, dated October 26, 2022, between the NEOs and the Company. If any SSP Bonuses are paid during the term of the Transaction Bonus Agreements, any Transaction Bonuses that become payable to the NEOs will be reduced by the amount of such SSP Bonuses.