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CODE OF ETHICS

Landec is committed to attaining the highest ethical standards in the conduct of its business and in interactions with its customers, suppliers, competitors and the public. Landec's Code of Ethics sets forth policies reflecting these values and provides information and resources available to assist in applying the Company's ethical standards. For more information, see the Code of Ethics.

COMMITTEES OF THE BOARD OF DIRECTORS

Landec's Board of Directors has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Audit Committee

The Audit Committee is composed entirely of independent directors. The Committee assists the Board in its oversight of Company affairs relating to the quality and integrity of the Company's financial statements, the independent auditor's qualifications and independence, the performance of the Company's internal audit function and independent auditors, and the Company's compliance with legal and regulatory requirements. For more information, see the Audit Committee Charter.

Compensation Committee

The Compensation Committee is composed entirely of independent directors. The Committee creates and implements appropriate compensation policies for the executive officers and such other employees of the Company as the Board shall deem appropriate, including performance-based and long-term compensation. The Committee also administers the Company's stock purchase and equity incentive plans and makes recommendations to the Board of Directors regarding such matters. For more information, see the Compensation Committee Charter.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is composed entirely of independent directors. The Committee identifies individuals qualified to become Board members, committee members, and senior executive officers of the Company and recommend such individuals for appointment, makes recommendations to the Board concerning the structure and composition of the Board, and develops, recommends and evaluates the Company's corporate governance guidelines. For more information, see the Nominating and Corporate Governance Committee Charter.