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Squire,
Sanders & Dempsey L.L.P.
221
E. Fourth St., Suite 2900
Cincinnati,
OH 45202
Office: +1.513.361.1200
Fax: +1.513.361.1201
Direct
Dial: +1.513.361.1230
smahon@ssd.com
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May 20,
2010
VIA
FAX AND EDGAR
Mr. John
Reynolds
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office of
Beverages, Apparel and Health Care Services
100 F
Street, North East
Washington,
D.C. 20549-3561
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Re:
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Limoneira
Company
Amendment
No. 3 to Registration Statement on Form 10
Filed
May 4, 2010
File
No. 0-53885
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Dear Mr.
Reynolds:
Thank you
for your comments to the revisions to the Limoneira Company (the “Company”)
Registration Statement on Form 10 proposed in our letter to you dated May 19,
2010. We are counsel to the Company in connection with the
Registration Statement on Form 10 and very much appreciate your additional
comments. The following is the Company’s response to such
comments. As previously discussed, after receiving your input
regarding the Company’s responses, the Company proposes to file an Amendment No.
4 to Registration Statement on Form 10, which will incorporate the Company’s
responses to your comments. For your ease of reference, we have
restated in full below your comments and the Company’s
responses. Please be advised that the information herein has been
obtained from the Company.
Grants of Plan-Based Awards
in Fiscal Year 2009, page 51
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1.
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We
repeat the first sentence of comment two of our April 29, 2010
letter. For example, for Mr. Delmatoff, each of his three
grants — two plan grants, one cash and one equity, plus the restricted
share grant - should be reported on a separate line in the
table. Please revise or
explain.
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As
discussed, the Company proposes to revise the grants table to reflect the
grants of equity and non-equity plan-based awards made to the named executive
officers in the fiscal year ended October 31, 2009 as
follows:
Tysons
Corner • Washington DC • West Palm Beach | Bogotá+ • Buenos
Aires+ •
Caracas • La Paz+ •
Lima+ •
Panamá+ • Rio de
Janeiro • Santiago+
Santo
Domingo • São Paulo | Beirut+ •
Bratislava • Brussels • Bucharest+ •
Budapest • Frankfurt • Kyiv • London • Moscow • Prague • Riyadh+ •
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Beijing
• Hong Kong • Shanghai • Tokyo + independent
network firm
www.ssd.com
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John
Reynolds
May
20, 2010
Page
2
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Grants
of Plan-Based Awards in Fiscal Year 2009
The following table provides
information about grants of equity and non-equity plan-based awards to the named
executive officers in the fiscal year ended October 31,
2009:
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Estimated
Possible Payouts Under
Non-Equity
Incentive Plan Awards(2)(7)
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Estimated
Possible
Payouts
Under
Equity
Incentive Plan
Awards(4)(5)(7)
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|||||||||||||||||||
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Name
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Grant
Date
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Threshold
($)
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Target
($)
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Maximum
($)
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Maximum
(#)
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All
Other
Stock
Awards:
Number
of
Shares
of
Stock
(#)
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Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)(6)
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|||||||||||||
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Harold
Edwards
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---
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N/A(3)
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N/A(3)
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N/A(3)
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---
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---
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---
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|||||||||||||
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12/24/2008(1)
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---
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---
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---
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47,840
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---
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598,478
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||||||||||||||
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Don
Delmatoff
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---
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10,750
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43,000
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215,000
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---
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---
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---
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|||||||||||||
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12/24/2008(1)
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---
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---
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---
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22,860
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---
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285,979
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||||||||||||||
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Alex
Teague
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---
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12,500
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50,000
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250,000
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---
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---
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---
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|||||||||||||
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12/24/2008(1)
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---
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---
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---
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26,580
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---
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332,516
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||||||||||||||
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Peter
Dinkler
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---
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5,537
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22,148
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110,742
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---
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---
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---
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|||||||||||||
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12/24/2008(1)
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---
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---
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---
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2,210
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---
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27,647
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||||||||||||||
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(1)
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For
performance beginning November 1, 2007, ending October 31, 2008. The
grant date for each award is the grant date determined for financial
reporting purposes pursuant to FASB ASC Topic 718 (pre-codification FAS
123R), which is the date the board of directors approved each
award.
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(2)
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These
columns show the potential payments for each of our named executive
officers under the Management Incentive Plan in fiscal 2009, for fiscal
2008 performance. No other non-equity incentive plan awards
were granted in fiscal 2009.
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(3)
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Pursuant
to the terms of the Management Incentive Plant, after the end of each
fiscal year our compensation committee may award Mr. Edwards an annual
discretionary cash-based incentive bonus for performance in such fiscal
year. Whether a cash-based incentive bonus is awarded, as well
as the amount of any such bonus, is entirely within the discretion of our
compensation committee. Moreover, as a result of such annual
cash-based bonus being discretionary, there is no minimum (threshold),
target or maximum range for the amount of such bonus, and the bonus is not
contingent upon the company or Mr. Edwards achieving any pre-determined
objective or subjective criteria.
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(4)
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On
December 24, 2008, we granted our named executive officers, 4,784; 2,286;
2,658; and 221 shares, respectively, of restricted shares of our Common
Stock under the Stock Grant Performance Bonus Plan at a grant date fair
value per share of $125.10 in respect fiscal 2008 performance. No
other grants of equity incentive plan awards were made during fiscal
2009. The number of shares included in the table for each
executive officer has been adjusted to reflect the stock split
approved by our stockholders on March 23, 2010. The restricted stock
vests, ratably, one-third on the date of grant, one-third on the first
anniversary of the date of grant and one-third on the second anniversary
of the date of grant. Upon termination of employment of any
named executive officer, any unvested shares of such terminated officer on
the date of his termination revert to the
company.
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(5)
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All
such shares, whether vested or unvested, are considered issued and
outstanding on the date of grant, and our named executive officers have
voting right with respect to, and receive any dividends on, such shares
granted to them. Upon termination of employment, any dividends
received by the terminated named executive officer on unvested shares are
for the benefit of, and are to be repaid by such named executive officer,
to the company.
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John
Reynolds
May
20, 2010
Page
3
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(6)
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The
value of stock awards is the aggregate grant date fair value computed in
accordance with FASB ASC Topic
718.
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(7)
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The
grant date for each award in respect of fiscal 2008 occurred in fiscal
2009 and is the grant date determined for financial reporting purposes
pursuant to FASB ASC Topic 718 (pre-codification FAS 123R), which is the
date the board of directors approved each award. Similarly, if
awards in respect of fiscal 2009 had been awarded, the grant date for such
awards would have been in fiscal 2010. Specifically, because
the key terms and conditions of the awards are subject to approval by the
board of directors, and the fact that the company is not obligated in any
respect to issue and/or pay any awards until such approval has been
provided, the awards are not deemed granted under FASB ASC Topic 718
(pre-codification FAS 123R) until such approval has been
obtained.
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Directors Compensation
Table. page 53
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2.
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With
regard to comment three of our April 29, 2010 letter, the grants table
should report all grants whether or not the awards were actually earned by
the named executive officer. The first sentence of the second
paragraph says, "Mr. Edwards is eligible to receive an annual
discretionary cash-based incentive bonus as determined by our compensation
committee." This disclosure appears to indicate that a grant was made,
even though no incentive compensation was paid. Please revise
or explain.
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The
Company proposes to revise and expand the second paragraph under “Annual
Performance Cash-Based Incentive Bonuses” to state as follows:
Pursuant
to the terms of the Management Incentive Plan, after the end of each fiscal year
our compensation committee may award Mr. Edwards an annual discretionary
cash-based incentive bonus for performance in such fiscal
year. Whether a cash-based incentive bonus is awarded, as well as the
amount of any such bonus, is entirely within the discretion of our compensation
committee. Moreover, as a result of such annual cash-based incentive
bonus being discretionary, there is no minimum (threshold), target or maximum
range for the amount of such bonus, and the bonus is not contingent upon the
company or Mr. Edwards achieving any pre-determined objective and/or subjective
criteria. In determining whether to award to Mr. Edwards a cash-based
incentive bonus, and if so, the amount of such bonus, our compensation committee
may consider pre-determined objective criteria typically based upon our overall
financial performance for a particular fiscal year as well as achievements (or
failures) outside the scope of such criteria. Such criteria may
include the company’s pre-tax earnings and cash provided from operations, the
monetization or disposition of material non-performing assets, positive exposure
of the company and its activities to the investment community, improving the
company’s organizational strength, achieving milestones in real estate
development projects, capital infusions to the company and other unspecified
special achievements. Notwithstanding that our compensation committee
typically considers, among other things, pre-determined objective criteria in
determining whether to award Mr. Edwards a cash-based annual incentive bonus,
and, if so, the amount of such bonus, our compensation committee is not
obligated to make an award if such criteria is
satisfied. Furthermore, our compensation committee is also permitted
to make an award to Mr. Edwards even if such criteria is not
satisfied. Whether a cash-based annual incentive bonus is awarded to
Mr. Edwards, and if awarded, the amount of such award, in respect of a fiscal
year is determined by our compensation committee and approved by our board of
directors and paid in the following fiscal year.
In
determining the amount of cash-based incentive bonus to award to Mr. Edwards, if
any, for fiscal 2009 our compensation committee considered, among other things,
the Company’s overall financial performance in fiscal 2009, and particularly
that the company did not achieve pre-tax earnings and cash provided from
operations greater than 110% of the average of the preceding four
years. As a result, our compensation committee determined to not
award a cash bonus to Mr. Edwards for fiscal 2009.
Thank you
for your time and attention to Limoneira Company’s Registration Statement on
Form 10. Should you have any questions concerning the responses to
your comments, please do not hesitate to contact me at
1.513.361.1230.
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Sincerely,
 Stephen
C. Mahon
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cc:
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Ms.
Janice McGuirk, Division of Corporation
Finance
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