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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
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Direct
Dial: +1.513.361.1230
smahon@ssd.com
May 13,
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
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Amendment
No. 3 to Registration Statement on Form
10
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Filed
May 4, 2010
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File
No. 0-53885
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Dear Mr.
Reynolds:
Thank you
for your comment letter of May 12, 2010, to Harold Edwards, President of
Limoneira Company, in respect of the above-referenced Amendment No. 3 to
Registration Statement on Form 10. We are counsel to Limoneira
Company (the “Company”) in connection with the Registration Statement and very
much appreciate your comments. The following are the Company’s
responses to your comments. As 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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The
Company will revise the grants table to list each grant on a separate line 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+ •
Warsaw
Beijing
• Hong Kong • Shanghai •
Tokyo
+
independent network firm
www.ssd.com
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John
Reynolds
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Squire,
Sanders & Dempsey L.L.P.
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May
13, 2010
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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
Future Payouts Under
Non-Equity Incentive Plan
Awards
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Estimated
Future
Payouts
Under
Equity
Incentive Plan
Awards
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||||||||||||||||||||
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Name
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Award
Year
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Threshold
($)
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Target
($)
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Maximum
($)
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Award
Amount
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Maximum
(#)
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Award
Amount
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Grant
Date
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All
Other
Stock
Awards:
Number
of
Shares
of
Stock
(#)(4)(5)
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Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)
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Harold
Edwards
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Fiscal
2009(1)
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N/A
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N/A
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N/A
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0(3)
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||||||||||||||||
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Fiscal
2009(1)
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42,750
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0
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Fiscal
2008(2)
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12/24/2008
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47,840
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598,478
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Don
Delmatoff
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Fiscal
2009(1)
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10,750
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43,000
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215,000
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0
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||||||||||||||||
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Fiscal
2009(1)
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20,430
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0
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Fiscal
2008(2)
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12/24/2008
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22,860
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285,979
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Alex
Teague
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Fiscal
2009(1)
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12,500
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50,000
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250,000
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0
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Fiscal
2009(1)
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23,750
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0
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Fiscal
2008(2)
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12/24/2008
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26,580
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332,516
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Peter
Dinkler
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Fiscal
2009(1)
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5,537
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22,148
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110,742
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0
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Fiscal
2009(1)
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1,980
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0
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Fiscal
2008(2)
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12/24/2008
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2,210
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27,647
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(1)
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For
performance beginning November 1, 2008 ending October 31, 2009.
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(2)
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For
performance beginning November 1, 2007 ending October 31,
2008.
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(3)
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Mr.
Edwards is eligible to receive an annual discretionary cash-based
incentive bonus as determined by our Compensation Committee. His Fiscal
2008 non-equity bonus was $200,000 (48% of salary) and his fiscal
2007 non-equity bonus was $144,000 (36% of
salary).
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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 at a grant date fair value per share of $125.10 in respect fiscal
2008 performance. No other grants of stock 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
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Squire,
Sanders & Dempsey L.L.P.
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May
13, 2010
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Page
3
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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 will revise the first sentence of the second paragraph under “Annual
Performance Cash-Based Incentive Bonuses” to state: “Notwithstanding that Mr.
Edwards is eligible to receive an annual discretionary cash-based incentive
bonus as determined by our compensation committee, based on our overall
financial performance in fiscal 2009, our compensation committee did not award
an annual discretionary cash-based incentive 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,
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/s/
Stephen C. Mahon
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Stephen
C. Mahon
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cc:
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Ms.
Janice McGuirk, Division of Corporation
Finance
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