UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment
No. 1)



| | x | ANNUAL
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -----------------------------------------------------------------------------------------------------------------------------



For the fiscal year ended December 30,
2017



| |  ̈ | TRANSITION
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------------------------------------------------



For the transition period from to



Commission file number 0-398







SNYDER’S-LANCE,
INC.

(Exact name of Registrant as specified
in its charter)



|North
    Carolina                                                    |  | 56-0292920                                 
|--------------------------------------------------------------------- |  | -------------------------------------------
|(State
    of incorporation)                                          |  | (I.R.S.
    Employer Identification Number)
|13515
    Ballantyne Corporate Place, Charlotte, North Carolina 28277
|(Address of
    principal executive offices) (zip code)              
|Post
    Office Box 32368, Charlotte, North Carolina 28232-2368      
|(Mailing address
    of principal executive offices) (zip code)      



Registrant’s telephone number, including area code: (704) 554-1421



Securities Registered Pursuant to Section 12(b) of the
Act:



|Title
    of Each Class              |  | Name
    of Each Exchange on Which Registered
|------------------------------------ |  | ---------------------------------------------
|$0.83-1/3
    Par Value Common Stock |  | The
    NASDAQ Stock Market LLC              



Securities Registered Pursuant to Section 12(g) of the
Act:   NONE



Indicate
by checkmark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesþNo  ̈



Indicate
by checkmark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ̈ No þ



Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes þNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act (Check One):



|Large accelerated
    filer þ |  | Accelerated
    filer ̈ |  | Non-accelerated
    filer ̈                        |  | Smaller reporting company ̈
|----------------------------- |  | ---------------------- |  | ------------------------------------------------- |  | --------------------------
|                              |  |                        |  | (do
    not check if a smaller reporting company) |  |                           



If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ̈



Indicate by check mark whether
the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ̈Noþ



The aggregate market value of shares of
the Registrant’s $0.83-1/3 par value Common Stock, its only outstanding class of voting or nonvoting common equity, held
by non-affiliates as of June 30, 2017, the last business day of the Registrant’s most recently completed second fiscal quarter,
was $2,603,789,780.



The number of shares outstanding of the
Registrant’s $0.83-1/3 par value Common Stock, its only outstanding class of Common Stock, as of March 15, 2018, was 98,405,504
shares.



Documents Incorporated by Reference



None.


















FORM 10-K/A

TABLE OF CONTENTS



|         |                                                                                                | Page
|-------- | ---------------------------------------------------------------------------------------------- | ----
|         |                                                                                                |     
|         | Explanatory Note                                                                               | 1   
|         |                                                                                                |     
|PART III |                                                                                                |     
|Item 10  | Directors, Executive Officers and Corporate Governance                                         | 3   
|Item 11  | Executive Compensation                                                                         | 7   
|Item 12  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 31  
|Item 13  | Certain Relationships and Related Transactions and Director Independence                       | 33  
|Item 14  | Principal Accountant Fees and Services                                                         | 34  
|         |                                                                                                |     
|PART IV  |                                                                                                |     
|Item 15  | Exhibits and Financial Statement Schedules                                                     | 35  
|         | Signatures                                                                                     | 40  











EXPLANATORY NOTE



Amendment No. 1 to Form 10-K



This Amendment No. 1 to Form 10-K on Form
10-K/A (the “Amended Filing”) amends the Annual Report on Form 10-K for the year ended December 30, 2017, originally
filed on February 28, 2018 (the “Original Filing”), of Snyder’s-Lance, Inc. (the “Company”). The
purpose of this amendment is to amend and restate Part III, Items 10 through 14 of the Original Filing, and to include information
previously omitted from the Original Filing in reliance on General Instruction G to Form 10-K, which provides that registrants
may incorporate by reference certain information from a definitive proxy statement filed with the SEC within 120 days after the
end of the fiscal year covered by the report. On December 18, 2017, the Company entered into an Agreement and Plan of Merger with
Campbell Soup Company and, as a result, it does not expect to conduct a 2018 annual meeting of shareholders and accordingly will
not file a definitive proxy statement. See “Agreement and Plan of Merger” for a description of the Agreement and Plan
of Merger.



In accordance with Rule 12b-15 under the
Exchange Act of 1934, as amended, each item of the Original Filing that is amended by this Amended Filing is also restated in
its entirety, and this Amended Filing is accompanied by currently dated certifications on Exhibit 31.3 by the Company’s
Chief Executive Officer and Exhibit 31.4 by the Company’s Chief Financial Officer. The Original Filing was amended to: (i)
delete the reference on the cover of the Original Filing to the incorporation by reference of the registrant’s definitive
proxy statement or an amendment to the Company’s Form 10-K into Part III of the Annual Report on Form 10-K, (ii) revise
Part III, Items 10 through 14 of our Original Filing to include information previously omitted from the Original Filing, and (iii)
revise the Exhibit Index to reflect the filing of the new certifications.



Except as described above, no other changes
have been made to the Original Filing. The Original Filing continues to speak as of February 28, 2018, the date of the filing
of the Original Filing, and other than expressly indicated in this Amended Filing, we have not updated the disclosures contained
therein to reflect any events which occurred at a date subsequent to February 28, 2018. Accordingly, this Amended Filing should
be read in conjunction with the Original Filing and our other reports filed with the SEC subsequent to the filing of the Original
Filing, including any amendments to those filings.



Agreement and Plan of Merger



On December 18,
2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Campbell Soup Company, a
New Jersey corporation (“Campbell”), and Twist Merger Sub, Inc., a North Carolina corporation and a wholly-owned subsidiary
of Campbell (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing
as the surviving corporation and as a wholly-owned subsidiary of Campbell (the “Merger”). The parties anticipate that
the Merger will close late in the first quarter of calendar year 2018.



Subject to the terms
and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of
our common stock, $0.83-1/3 par value, outstanding immediately prior to the Effective Time will be converted into the
right to receive an amount in cash equal to $50.00 per share, without interest and subject to any required tax withholding.



The Merger Agreement
contains various representations, warranties and covenants by the Company and Campbell. The Merger Agreement requires the Company
to call and hold a special shareholder meeting, which is scheduled for March 23, 2018, and requires our Board of Directors to
recommend that the Company’s shareholders approve the Merger Agreement and the Merger, except our Board of Directors may,
in certain circumstances, change its recommendation, subject to complying with specified notice and other conditions set forth
in the Merger Agreement. Additionally, the Company agreed that, among other things, it will not (i) solicit, initiate, facilitate
or encourage the submission of any Acquisition Proposal (as defined in the Merger Agreement) or any proposal or offer that may
reasonably be expected to lead to an Acquisition Proposal or (ii) enter into, continue or otherwise participate in discussions
or negotiations with, or disclose non-public information to, any third party relating to any Acquisition Proposal or
any proposal or offer that may reasonably be expected to lead to an Acquisition Proposal. Subject to the terms of the Merger Agreement,
prior to the approval of the Merger Agreement by the Company’s shareholders, the Company may, however, engage in negotiations
or discussions with and provide non-public information to a third party that has made an unsolicited, bona fide, written
Acquisition Proposal that our Board of Directors determines in good faith, after consultation with its outside legal counsel and
financial advisor, constitutes, or could reasonably be expected to result in, a Superior Proposal (as defined in the Merger Agreement)
and that failure to take such actions would be reasonably likely to be inconsistent with its fiduciary duties under applicable
law.





1







Prior to the approval
of the Merger Agreement by the Company’s shareholders, our Board of Directors may, upon receipt of a Superior Proposal,
and in certain other circumstances set forth in the Merger Agreement, change its recommendation that the Company’s shareholders
approve the Merger Agreement and the Merger, subject to complying with specified notice and other conditions set forth in the
Merger Agreement, including, if requested by Campbell, negotiating in good faith with Campbell to make such revisions to the Merger
Agreement in response to such Superior Proposal. If our Board of Directors changes its recommendation that the Company’s
shareholders approve the Merger Agreement and the Merger, Campbell may terminate the Merger Agreement. In addition, prior to obtaining
such shareholder approval, the Company may terminate the Merger Agreement to enter into a definitive agreement providing for a
Superior Proposal, subject to payment of the termination fee described below and only following compliance with specified notice
and other conditions set forth in the Merger Agreement, including giving Campbell the opportunity to propose changes to the Merger
Agreement so that any such proposal would cease to constitute a Superior Proposal.



The Merger Agreement
requires the Company and Campbell to use reasonable best efforts to take all actions necessary under applicable law to consummate
the transactions contemplated by the Merger Agreement. The Merger Agreement contains certain termination rights for each of the
Company and Campbell, including the right of each party to terminate the Merger Agreement if the Merger has not been consummated
by the “end date” of September 18, 2018.



The Merger Agreement
provides for the payment by the Company to Campbell of a termination fee in the amount of $149 million in the case of a termination
of the Merger Agreement under certain circumstances described in the Merger Agreement, including if: (i) (a) the Merger Agreement
is terminated by Campbell or the Company because the Merger is not consummated by the end date or the Company’s shareholders
do not approve the Merger Agreement, or by Campbell because of a breach of a representation, warranty or covenant of the Company
that would cause the related closing condition to be incapable of being satisfied or cured by the end date or, if curable, is
not cured by the Company by the earlier of 30 days after receipt of written notice of such breach and three business days prior
to the end date, (b) any person publicly discloses a bona fide Acquisition Proposal, which Acquisition Proposal had not been publicly
withdrawn prior to the special meeting of the Company’s shareholders), and (c) within 12 months after such termination the
Company enters into a definitive agreement with respect to any Acquisition Proposal, (ii) our Board of Directors changes its recommendation
or (iii) the Company enters into definitive transaction documentation providing for a Superior Proposal.



Campbell will be required
to pay the Company a termination fee of $198.6 million in the event the Merger Agreement is terminated by the Company, subject
to certain limitations set forth in the Merger Agreement, if (i) there has been a breach of a representation, warranty or
covenant of Campbell or Merger Sub that would cause the related closing condition to be incapable of being satisfied or cured
by the end date or, if curable, is not cured by Campbell or Merger Sub by the earlier of 30 days after receipt of written notice
of such breach and three business days prior to the end date, or (ii) the conditions to Campbell and Merger Sub’s obligations
to consummate the closing have been satisfied (other than those conditions that by their terms are to be satisfied by actions
taken at the closing; provided that such conditions are then capable of being satisfied), Campbell has failed to consummate the
Merger within two business days of the date the closing should have occurred and the Company has notified Campbell in writing
that all of the conditions to closing have been satisfied (or waived) and it intends to terminate the Merger Agreement if Campbell
and Merger Sub fail to consummate the transactions contemplated thereby within two business days.



The Merger Agreement
has been approved by the boards of directors of each of the Company and Campbell. The obligations of the parties to consummate
the Merger are subject to customary closing conditions, including, among others: approval of the Merger Agreement and Merger by
holders of 75% of the outstanding shares of the our common stock; the accuracy of the representations and warranties of each party
(subject to certain exceptions as set forth in the Merger Agreement); each of the parties having performed in all material respects
all of their respective obligations under the Merger Agreement; and the absence of any injunctions or other legal restraints.



On December 18,
2017, certain trusts affiliated with Patricia A. Warehime, a member of our Board, and members of her immediate family, each such
trust being a shareholder of the Company (collectively, the “Warehime Holders”), entered into a voting agreement with
Campbell, pursuant to which the Warehime Holders agreed, among other things, to vote the shares of Company common stock over which
they have voting power in favor of the approval of the Merger Agreement and the transactions contemplated thereby, including the
Merger. As of February 16, 2018, the record date for the special meeting of our shareholders, the Warehime Holders owned
12,851,757 shares, or approximately 13.1% of the shares of our common stock outstanding and entitled to vote at the special meeting.



Certain terms of the Merger Agreement and
Voting Agreement are summarized, and the Merger Agreement and Voting Agreement have been filed as exhibits to the Current Report
on Form 8-K filed by the Company on January 18, 2018.



2







PART III



Item 10. Directors, Executive Officers and Corporate Governance



Board of Directors



The following table sets forth information regarding our directors
as of March 12, 2018.



|Name                   |  | Age |  | Position with the Company                       |  | Director Since
|---------------------- |  | --- |  | ----------------------------------------------- |  | --------------
|Jeffrey A. Atkins      |  | 69  |  | Director                                        |  | 2006          
|Peter P. Brubaker      |  | 71  |  | Director                                        |  | 2010          
|C. Peter Carlucci, Jr. |  | 74  |  | Director                                        |  | 2010          
|John E. Denton         |  | 74  |  | Director                                        |  | 2010          
|Brian J. Driscoll      |  | 59  |  | President, Chief Executive Officer and Director |  | 2016          
|James W. Johnston      |  | 71  |  | Chairman of the Board                           |  | 2008          
|Lawrence V. Jackson    |  | 64  |  | Director                                        |  | 2015          
|David C. Moran         |  | 60  |  | Director                                        |  | 2015          
|Dan C. Swander         |  | 74  |  | Director                                        |  | 2004          
|Isaiah Tidwell         |  | 73  |  | Director                                        |  | 1995          
|Patricia A. Warehime   |  | 63  |  | Director                                        |  | 2010          



Set forth below is biographical information about director,
including for each director, the individual’s principal occupation, as well as a brief description of the specific experience,
qualifications, attributes or skills that led the board of directors to conclude that such director should serve as a director.



Jeffrey A. Atkins served as the Executive Vice
President and Chief Financial Officer of ACH Food Companies, Inc., a Memphis, TN food manufacturer, distributor and marketer,
from 2003 until his retirement in 2010. He worked as a private investor from 2001 until 2003; Chief Financial Officer of Springs
Industries, Inc., a Fort Mill, South Carolina manufacturer and distributor of textile home furnishings from 1999 until 2001; and
Chief Executive Officer and Chief Financial Officer of Pete’s Brewing Company, a Palo Alto, California craft-beer brewer
and marketer from 1997 until 1998. He held various positions including Vice President of Corporate Planning (1995-1996) at The
Quaker Oats Co., a Chicago, Illinois food and beverage marketer and manufacturer, from 1977 to 1996. He serves as Chairman of
the board of directors of Stratas Foods, Inc., a manufacturer and distributor of edible oils. Mr. Atkins brings to the board of
directors a valuable understanding of the food industry gained through his many years of experience with several companies in
the industry, including almost 20 years with The Quaker Oats Company. He also provides a unique perspective to the board of directors
because of his experience as the chief financial officer for multiple companies.



Peter P. Brubaker has been the President of Hammer
Creek Enterprises LLC, a private investment and financial advisory firm, since 2005. He served as the President and Chief Executive
Officer of Susquehanna Media Co., a radio broadcasting and cable television company, from 1995 until his retirement in 2005. Prior
to 1995 he held various positions with Susquehanna Pfaltzgraff Co. including Vice President Finance and Chief Financial Officer.
From 1974 until 1977 he worked for Mellon Bank, N.A. Mr. Brubaker served as a member of the board of directors of Snyder’s
of Hanover Inc. (“Snyder’s”) until December 2010 when he was elected to the Company’s board of directors
in connection with the merger between Snyder’s and the Company (the “Merger”). Mr. Brubaker currently serves
as a Director of WellSpan Health System, where he chairs their Finance and Investment Committee. Mr. Brubaker has a BA degree
in Economics from Wesleyan University and a MBA degree from Harvard Business School. He is qualified to be a director because
of the valuable combination of financial expertise and executive and managerial experience that he brings to the board of directors.



C. Peter Carlucci, Jr. has been a member of the
law firm of Eckert Seamans Cherin & Mellott, LLC since 1989. Mr. Carlucci is the managing partner of CPC Partnership, a real
estate investment entity. From 2005 until 2007, he served as a director of Sigma Coatings USA, Inc. and a managing director of
Sigma Coatings USA, B.V., producers of industrial coatings. Mr. Carlucci was a director of Snyder’s for 30 years from June
1980 until December 2010 when he was appointed to the Company’s board of directors in connection with the Merger. Mr. Carlucci
provides a valuable perspective to the board of directors from his experience in the legal profession. He also brings an appreciation
of the role of a board of directors which was acquired through his service on Snyder’s and other boards.





3







John E. Dentonworks as a private investor. From
2004 until 2009, Mr. Denton was a partner at Maloney, Mitchell and Denton, a commercial real estate firm specializing in planned
unit developments and mixed use communities. He has worked as a Division Manager at Proctor and Gamble Food Products, President
of Hanover Foods, and Chairman and Chief Executive Officer of New World Pasta. Mr. Denton also served as President and Chief Executive
Officer of Snyder’s from 1992 to February 2000. Mr. Denton served as a member of the board of directors of Snyder’s
until December 2010 when he was elected to the Company’s board of directors in connection with the Merger. Mr. Denton is
qualified for service on the board of directors because of his extensive knowledge of the food industry acquired through his experience
with numerous companies in the industry, including Snyder’s. His understanding and appreciation of Snyder’s business
is valuable to the board of directors.



Brian J. Driscoll has served as President and Chief
Executive Officer of Snyder’s-Lance, Inc. since June 26, 2017. Mr. Driscoll was previously named Interim President and Chief
Executive Officer of Snyder’s-Lance, Inc. on April 17, 2017. Mr. Driscoll was appointed to the Company’s board of
directors on February 29, 2016 in connection with the Company’s acquisition of Diamond. Mr. Driscoll previously served as
President and Chief Executive Officer of Diamond and was a member of the Diamond board of directors from May 2012 to February
2016. Prior to joining Diamond, from June 2010 to March 2012, Mr. Driscoll was Chief Executive Officer of Hostess Brands, which
filed for Chapter 11 bankruptcy protection in January 2012. From 2002 to June 2010, he held senior management positions at Kraft
Foods, Inc., including as President, Sales, Customer Service and Logistics, Kraft North America from 2007 to June 2010. Mr. Driscoll
joined Kraft Foods, Inc. as a result of Kraft’s acquisition of Nabisco, where he worked from 1995 to 2002, first as President
of Sales and Integrated Logistics and later as the Senior Vice President, Biscuit Sales and Customer Service. Earlier in his career,
Mr. Driscoll held sales and sales management positions of increasing responsibility at Nestlé USA and Procter & Gamble
Company. Mr. Driscoll holds a B.S. degree from St. John’s University. Mr. Driscoll brings to the Board extensive experience
in the food and consumer packaged goods industries as well as a background in general management, sales and logistics.



James W. Johnston has served as the President and
Chief Executive Officer of Stonemarker Enterprises, Inc., a Mooresville, North Carolina consulting and investment company, since
1996. He was the Vice Chairman of RJR Nabisco, Inc., a Winston-Salem, North Carolina diversified manufacturer of consumer products
from 1995 until 1996; Chairman of R. J. Reynolds Tobacco Worldwide from 1993 until 1996; and Chairman and Chief Executive Officer
of R. J. Reynolds Tobacco Co. from 1989 until 1996. He served on the board of directors of Sealy Corporation from 1993 until 2013,
RJR Nabisco, Inc. from 1989 to 1996, and Wachovia Bank, N.A. from 1990 to 1996. Mr. Johnston provides the board of directors with
a valuable perspective acquired through his significant leadership and executive experience. He also brings an important understanding
of the role of a board of directors because of his previous board experience.



Lawrence V. Jacksonhas served as a Senior Advisor
to New Mountain Capital, LLC, a private equity firm, since 2008. He previously served as President and Chief Executive Officer,
Global Procurement from 2006 to 2007 and as Executive Vice President and Chief People Officer from 2004 to 2006 for Wal- Mart
Stores, Inc. Mr. Jackson served as President and Chief Operations Officer of Dollar General Stores, Inc. from 2003 to 2004. From
1997 to 2003, he served as Senior Vice President, Supply Operations for Safeway, Inc. Mr. Jackson served PepsiCo, Inc. for 16
years from 1981 to 1997 in various capacities including serving as the Senior Vice President and Chief Operating Officer of Worldwide
Operations for PepsiCo Foods. Mr. Jackson began his career as a Consultant for McKinsey & Co. Mr. Jackson holds an MBA from
Harvard Business School and a BA in Economics from Harvard College. He has served as a Director of Assurant, Inc. (insurance)
since 2009. He has also served on the boards of directors of ProLogis and Radioshack. Mr. Jackson’s experience with a broad
range of manufacturers and retailers and his experience as a board member of public and private companies provides valuable insight
to the board of directors of Snyder’s-Lance.



David C. Moran is a consumer packaged goods industry
veteran with 35 years of experience. Most recently he was the President and Chief Executive Officer of Heinz North America. Mr.
Moran led all aspects of the business: marketing, sales, finance, research and development, human resources, operations and supply
chain. Over the course of two assignments spanning 11 years, he successfully led 85% of Heinz’s world-wide businesses, including
Heinz Europe while living in London. He joined Heinz in 1998, after a 15 year career at The Clorox Company. Mr. Moran started
his career at Procter & Gamble in 1980. He has had extensive board experience across public and private companies including
his current company, Acosta Sales & Marketing Company — a Carlyle Company. He also has a consulting arrangement with
Onex Partners. Mr. Moran is a graduate of the University of Louisville, the University Of Pennsylvania Wharton School Of Business
Executive Education Program and the Harvard Business School Advanced Management Program. Mr. Moran’s food industry and public
and private board experience provides the board of directors of Snyder’s-Lance with valuable expertise and insight.



Dan C. Swander has been an Operating Partner of
Swander Pace Capital, an equity investment firm specializing in consumer products and related industries in San Francisco, CA
since 2006. He was the Chief Executive Officer of Method Products, Inc., a San Francisco, CA marketer of household cleaning and
personal care products, from 2008 until 2009; Executive Vice President of Basic American Foods, Inc., a Walnut Creek, CA food
manufacturing company from 2004 until 2005; President and Chief Operating Officer of International Multifoods Corporation, a Minnetonka,
MN food manufacturing company, from 2001 until 2004; and Chairman and Director of Swander Pace & Company, a strategy consulting
firm specializing in the food, beverage and packaged goods industries in San Francisco, CA, from 1987 until 2001. Mr. Swander’s
significant executive experience, which includes experience in the food and packaged goods industries, particularly qualifies
him to serve on the board of directors. Mr. Swander brings his knowledge of the finance sector to the board of directors acquired
through his experience with an equity investment firm.





4







Isaiah Tidwellhas worked as a private investor
since 2005. He was the Georgia Wealth Management, Director, Executive Vice President—Wachovia Bank, N.A. in Atlanta, Georgia
from 2001 until 2005; President of Georgia Banking—Wachovia Bank, N.A. in Atlanta, Georgia from 1999 until 2001; and Executive
Vice President and Southern/Western Regional Executive of Wachovia Bank, N.A. from 1996 until 1999. In addition, Mr. Tidwell earned
a BS in Accounting from North Carolina Central University and an MBA from the Babcock Graduate School of Management of Wake Forest
University. He is a Director of Lincoln National Corporation and previously served as a Director of Harris Teeter Supermarkets,
Inc. Mr. Tidwell’s years of dedicated service since 1995 as a member of Snyder’s-Lance’s board of directors
along with other diverse corporate board experiences qualify him for service on the board of directors of Snyder’s-Lance.
His experience and leadership in the banking industry and general business experience and economic development experiences also
provide a valuable perspective to the board of directors.



Patricia A. Warehime worked as an occupational
therapist at the Lincoln Intermediate Unit Preschool Program in New Oxford, Pennsylvania. She currently serves on the board of
directors of Capital Blue Cross Insurance Company and is a member of the board of advisors of Elizabethtown College in Elizabethtown,
Pennsylvania. In addition, she has been recognized as a governance fellow by the National Association of Corporate Directors.
Ms. Warehime served as a member of the board of directors of Snyder’s until December 2010 when she was appointed to the
Company’s board of directors in connection with the Merger. Ms. Warehime brings to the board of directors an appreciation
for the role of a board of directors acquired through her diverse board experience.



There are no family relationships among
any of the Company’s directors or executive officers.



Executive Officers



Information about each of our executive
officers, as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of February
22, 2018, is as follows:



|Name               |  | Age |  | Information About Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Hire Date
|------------------ |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|                   |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |          
|Brian J. Driscoll  |  | 59  |  | President and Chief Executive
        Officer of Snyder's-Lance, Inc. since June 2017; Interim President and Chief Executive Officer of Snyder’s-Lance,
        Inc. from April 2017 to June 2017; President and Chief Executive Officer of Diamond Foods, Inc. from May 2012 to February
        2016; Chief Executive Officer of Hostess Brands from June 2010 to March 2012; Various senior management positions at Kraft
        Foods, Inc. from 2002 to June 2010, including President, Sales, Customer Service and Logistics, Kraft North America from
        2007 to 2010. |  | 2017     
|                   |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |          
|Alexander W. Pease |  | 46  |  | Executive Vice President and Chief Financial Officer of Snyder’s-Lance, Inc. since November
    2016; Principal of McKinsey and Company from 2015 to 2016; Senior Vice President and Chief Financial Officer of Enpro Industries
    from 2011 to 2015; Principal of McKinsey and Company from 2007 to 2011.                                                                                                                                                                                                                                                                        |  | 2016     
|                   |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |          
|Andrea Frohning    |  | 48  |  | Senior Vice President and Chief Human Resources Officer of Snyder's-Lance, Inc. since March
    2016; Vice President Human Resources of Crane Co. from 2013 to 2016; Vice President Human Resources of Hubbell Electrical
    Systems, Hubbell Inc. from 2009 to 2013.                                                                                                                                                                                                                                                                                                              |  | 2016     



5







|John T. Maples       |  | 58 |  | Chief Customer
                           Officer, Direct Sales of Snyder's-Lance, Inc. since July 2017; Vice President & General Manager,
                           Direct Sales at Snyder’s-Lance, Inc. from January 2015 to January 2016. Senior Vice President
                           of Sales Strategy at ConAgra Foods from June 2012 to December 2014. Chief Marketing Officer at Primo
                           Water from March 2011 to May 2012. Various roles with PepsiCo from June 1982 to February 2011 including
                           Senior Vice President of Sales and Business Development for PepsiCo in Wal-Mart and Sam’s Club
                           and Vice President of Channel Sales for Quaker Oats. Mr. Maples has also served as a member of the
                           board of directors of Delta Dental of Illinois since 2003. |  | 2015
|-------------------- |  | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                     |  |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |     
|Gail Sharps Myers    |  | 48 |  | Senior Vice President, Chief Legal Officer, General Counsel and Secretary of Snyder's-Lance,
    Inc. since January 2015; Senior Vice President, Deputy General Counsel, Chief Compliance Counsel and Assistant Secretary of
    US Foods, Inc. from 2014 to 2015, Senior Vice President, Deputy General Counsel and Secretary of US Foods, Inc. from 2011
    to 2014; Vice President Business Law and Assistant Secretary of US Foods, Inc. from 2009 to 2011.                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 2015
|                     |  |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |     
|Margaret E. Wicklund |  | 57 |  | Senior Vice President, Corporate Controller, Principal Accounting Officer and Assistant Secretary
    of Snyder’s-Lance, Inc. since December 2010. She has held various positions in Snyder’s-Lance, Inc. and, Lance,
    Inc. in her over 25 years of service to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 1992



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires our executive officers,
directors and certain persons who beneficially own more than 10% of our common stock to file with the SEC initial reports of ownership
and reports of changes in ownership of our common stock. Executive officers, directors and beneficial owners of more than 10%
of our common stock are required to furnish us copies of all ownership reports they file. Based solely on our review of the reports
that we received and written representations that no other reports were required, we believe that our executive officers, directors
and beneficial owners of more than 10% of our common stock complied with all applicable filing requirements on a timely basis
during fiscal year 2017, except for the filing of a Form 4 on behalf of Carl E. Lee, Jr. that was inadvertently filed late on
March 31, 2017 reporting a grant of options that occurred on May 13, 2016; the filing of a Form 4 on behalf of Brian J. Driscoll
that was inadvertently filed late on May 18, 2017 reporting a sale of shares that occurred on March 6, 2017; the filing of a Form
4 on behalf of Jeffrey A. Atkins that was inadvertently filed late on May 15, 2017 reporting a grant of restricted stock units
that occurred on May 10, 2017; the filing of a Form 4 on behalf of John E. Denton that was inadvertently filed late on May 15,
2017 reporting a grant of restricted stock units that occurred on May 10, 2017; the filing of a Form 4 on behalf of Lawrence V.
Jackson that was inadvertently filed late on May 15, 2017 reporting a grant of restricted stock units that occurred on May 10,
2017; the filing of a Form 4 on behalf of James W. Johnston that was inadvertently filed late on May 15, 2017 reporting a grant
of restricted stock units that occurred on May 10, 2017; and the filing of a Form 4 on behalf of David C. Moran that was inadvertently
filed late on May 15, 2017 reporting a grant of restricted stock units that occurred on May 10, 2017.



Code of Conduct



We have adopted a Code of Conduct that
covers our officers, our Senior Financial Officers, including the Chief Executive Officer, Chief Financial Officer, Treasurer,
Corporate Controller and Principal Accounting Officer and our employees. In addition, we have adopted a Code of Ethics which covers
the members of the Board of Directors. Information about these codes are posted on our website at www.snyderslance.com.



We will disclose any substantive amendments
to, or waivers from, our Code of Conduct for the Board of Directors on our website or in a report on Form 8-K.



Audit Committee



The Audit Committee is currently composed
of Chairman Atkins and Messrs. Brubaker, Denton, Johnston, Moran and Tidwell. The functions of the Audit Committee includes assisting
the board of directors in fulfilling its oversight responsibilities by overseeing and reviewing the financial reports and other
financial information provided to the shareholders; providing director oversight of the independent auditor, which includes having
sole authority and responsibility for appointment, termination and compensation of the independent auditor; consulting with the
independent auditor out of the presence of management about internal controls and the fullness and accuracy of our financial statements;
reviewing the integrity of our internal and external financial reporting processes; considering and approving, if appropriate,
major changes to our auditing and accounting principles and practices as suggested by the independent auditor, management or the
internal auditor; monitoring our systems and procedures for compliance with laws, regulations and other legal requirements; overseeing
our risk assessment and risk management policies; overseeing the development of our enterprise risk management policies and procedures;
and reviewing capital expenditure projects, acquisitions and divestitures in excess of $5 million. The Audit Committee met five
times during the 2017 fiscal year. The board of directors has determined that each of Mr. Atkins and Mr. Brubaker is an “audit
committee financial expert” within the meaning of applicable SEC regulations. The board of directors has determined that
each member of the Audit Committee is financially sophisticated and is able to read and understand our consolidated financial
statements and is “independent” within the meaning of applicable NASDAQ listing standards and Rule 10A-3 under the
Exchange Act.



6







Item 11. Executive Compensation



Director Compensation



The following table shows the compensation
paid to each director, excluding directors who are named executive officers, for service on our board of directors in fiscal year
2017:



|Name                   |  | FeesEarnedorPaid inCash($)(1) |         |  | StockAwards($)(2) |  |         | Option Awards ($) |  |  | Non-Equity Incentive Plan Compensation ($) |  |  | All Other Compensation ($) |   |  | Total  ($) | 
|---------------------- |  | ----------------------------- | ------- |  | ----------------- |  | ------- | ----------------- |  |  | ------------------------------------------ |  |  | -------------------------- | - |  | ---------- | 
|Jeffrey A. Atkins      |  |                               | 85,000  |  |                   |  | 203,024 |                   |  |  | —                                          |  |  |                            | — |  |            | 
|Peter P. Brubaker      |  |                               | 65,000  |  |                   |  | 199,760 |                   |  |  | —                                          |  |  |                            | — |  |            | 
|C. Peter Carlucci, Jr. |  |                               | 60,000  |  |                   |  | 199,760 |                   |  |  | —                                          |  |  |                            | — |  |            | 
|John E. Denton         |  |                               | 60,000  |  |                   |  | 203,024 |                   |  |  | —                                          |  |  |                            | — |  |            | 
|Lawrence V. Jackson    |  |                               | 60,000  |  |                   |  | 203,024 |                   |  |  | —                                          |  |  |                            | — |  |            | 
|James W. Johnston      |  |                               | 175,000 |  |                   |  | 203,024 |                   |  |  | —                                          |  |  |                            | — |  |            | 
|David C. Moran         |  |                               | 60,000  |  |                   |  | 199,760 |                   |  |  | —                                          |  |  |                            | — |  |            | 
|Dan C. Swander         |  |                               | 65,000  |  |                   |  | 203,024 |                   |  |  | —                                          |  |  |                            | — |  |            | 
|Isaiah Tidwell         |  |                               | 80,000  |  |                   |  | 203,024 |                   |  |  | —                                          |  |  |                            | — |  |            | 
|Patricia A. Warehime   |  |                               | 55,000  |  |                   |  | 203,024 |                   |  |  | —                                          |  |  |                            | — |  |            | 



| | (1) | The amounts shown in this column represent the aggregate amounts
                                         of fees earned or paid in cash for services as a director in fiscal year 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The amounts shown in this column represent the aggregate grant
                                         date fair value of restricted common stock awards or restricted stock unit awards computed
                                         in accordance with ASC Topic 718. Each non-employee director received 4,000 shares of
                                         time-based restricted stock or restricted stock units on May 10, 2017 under the 2014
                                         Director Stock Plan. The assumptions made in determining the fair values of the stock
                                         awards are described in the notes to the financials of our Annual Report on Form 10-K
                                         for the fiscal year ended December 30, 2017. As of December 30, 2017, the aggregate number
                                         of shares of restricted common stock (“RS”) or restricted stock units (“RSU”)
                                         outstanding for each director was as follows: Mr. Atkins—4,065.365 RSU; Mr. Brubaker—4,000
                                         RS; Mr. Carlucci—4,000 RS; Mr. Denton—4,065.365 RSU; Mr. Driscoll—0
                                         RSU; Mr. Jackson—4,065.365 RSU; Mr. Johnston—4,065.365 RSU; Mr. Moran—4,000
                                         RS; Mr. Swander—4,065.365 RSU; Mr. Tidwell—4,065.365 RSU; and Ms. Warehime—4,065.365
                                         RSU.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Each non-employee director receives
an annual retainer for service on the board and attendance at the quarterly meetings of the board and committees. Under our 2014
Director Stock Plan, each non-employee director serving on the seventh business day following the 2017 annual meeting was entitled
to automatically receive an award of up to 10,000 shares of our restricted stock or restricted stock units, as determined by the
board of directors. In fiscal year 2017, each non-employee director received an award of 4,000 shares of time-based restricted
stock or restricted stock units on May 10, 2017.



Our RSUs subject to awards under the
2014 Director Stock Plan vest 12 months after the date of the award. If there is a change in control of Snyder’s-Lance prior
to such vesting date, then the RSUs become fully vested on the date of the change in control, as determined under the 2014 Director
Stock Plan. If the director ceases to serve as a director prior to such vesting date due to the director’s death, then the
RSUs become fully vested on the date of the director’s death. If the director ceases to serve as a director for any reason
other than death prior to the vesting date, then the RSUs become vested on a pro rata basis at a rate of one-twelfth for each
month that the director served as a director after the applicable award date. Directors have the right to receive dividends with
respect to the RSUs.



A director may not sell or transfer
any of the RSUs until they vest and the RSUs are deferred until the director is no longer serving on the Company’s board
of directors. In addition, our board of directors has adopted stock ownership guidelines which provide that certain ownership
targets be achieved and maintained by certain parties, including the members of our board of directors.





7







Compensation Discussion
and Analysis



The purpose of this Compensation Discussion and Analysis is
to provide information about our compensation objectives and practices for our Named Executive Officers (“NEOs”) for
fiscal year 2017. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation
of proxies in connection with the proposed Merger, including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the definitive proxy statement filed in connection with the Merger by the Company with
the SEC on February 20, 2018 and other relevant materials filed with the SEC.



In this section, we explain the compensation of the following
officers, who we refer to as the NEOs for fiscal year 2017:



|Name               |  | Title                                                  
|------------------ |  | -------------------------------------------------------
|Carl E. Lee, Jr.   |  | Former President and Chief Executive Officer(1)        
|Brian J. Driscoll  |  | President and Chief Executive Officer(2)               
|Alexander W. Pease |  | Executive Vice President and Chief Financial Officer   
|Gail Sharps Myers  |  | Senior Vice President, General Counsel and Secretary   
|John T. Maples     |  | Chief Customer Officer                                 
|Andrea L. Frohning |  | Senior Vice President and Chief Human Resources Officer



| | (1) | Effective as of April 11, 2017, Carl E. Lee, Jr. retired
                                         from his positions as President and Chief Executive Officer and a member of the Board
                                         of Directors of the Company.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Before his appointment as our President and Chief Executive
                                         Officer effective as of June 27, 2017, Brian J. Driscoll served as interim President
                                         and Chief Executive Officer commencing on April 11, 2017.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Executive Summary



Our Compensation
Aligns to Business Results



The Compensation Committee (the “Committee”)
is committed to the principle of aligning actual compensation received by our executives to our financial performance. As illustrated
in the chart below, over the previous five years, our annual cash incentive payouts have varied from year-to-year, depending
upon our performance against our revenue and Earnings Per Share (“EPS”) targets.



Annual Cash Incentive
Payouts as a % of Target



|Year |  | Payout % |    
|---- |  | -------- | ---
|2013 |  |          | 81 
|2014 |  |          | 118
|2015 |  |          | 65 
|2016 |  |          | 86 
|2017 |  |          | 27 



In addition to the annual incentive plan,
the Committee provides a portion of long term incentive (“LTI”) compensation to senior executives to promote our Company’s
long-term performance and to encourage retention. The Compensation Committee’s 2017 LTI program consists of restricted shares,
stock options, cash and performance RSUs. The restricted stock and non-qualified stock options (“NSOs”) vest and are
paid in three equal installments on the anniversary of the grant date to promote retention. The performance cash and performance
RSU awards are paid based on the attainment of the target award at the end of the three year performance period. The following
chart shows the variability of the amounts earned associated with the performance portion of the LTI awards over the past five
years.



Long-Term Incentive
Payment as a % of Target



|Year |  | Payout % |   
|---- |  | -------- | --
|2013 |  |          | 60
|2014 |  |          | 41
|2015 |  |          | 38
|2016 |  |          | 79
|2017 |  |          | 47





8







Role of Shareholder Say-on-Pay Votes



We provide our shareholders with the
opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay proposal”). At our
annual meeting of shareholders held in May 2017, approximately 82% of the votes cast on the say-on-pay proposal at the
meeting were voted in favor of the proposal. The Committee believes this vote affirms the shareholders’ support of our approach
to executive compensation and did not make specific changes to our executive compensation program in response to the vote. The
Committee, however, continues to review and refine the design and administration of our executive pay practices.



Guiding Principles
of Our Compensation Program



The guiding principle of our compensation
philosophy is that pay should be linked to performance and that the interests of executives and shareholders should be aligned.
Our compensation program is designed to provide significant performance-based compensation which is variable and based on our
actual results and our executives’ performance, as compared to fixed or guaranteed compensation. The variable and equity-based
components of our compensation program are designed to link our executives’ pay with our performance. As a result, a significant
portion of our NEOs’ compensation is directly contingent on our operating results (net revenue, return on invested capital
(“ROIC”), and relative total shareholder return (“RTSR”)) and aligned with shareholder interests.



Setting Executive Compensation



We consider a broad range of factors
and tools when structuring our executive compensation program and making individual executive officer pay decisions.



Role of the
Compensation Committee



Here is a summary of responsibilities
and data sources used by our Committee to determine our executive compensation program.



|Compensation
                    Committee (comprised entirely of independent directors)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• Determines
                                         compensation program principles and philosophies
        • Approves AIP
        design, performance measures and goals
        • Determines
        the structure for delivering LTI opportunities and LTI performance measures and goals
        • Determines
        all compensation for all of our executives                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Pearl
                    Meyer (independent Compensation Committee compensation consultant)                                                                                                                                                                                                                                                                                                                                                                                                                                       
|• Performs
                                    work at the direction and under the supervision of the Compensation Committee
        • Conducts peer
        market data analysis to ensure competitive pay practices                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Management                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|• Provides
                                    input to our Compensation Committee through our CEO and Chief Human Resources Officer, on
                                    the strategy, design and funding of our broad-based AIP, in which our NEOs also participate
        • Makes plan
        design recommendations for broad-based benefit programs in which our NEOs participate
        • Recommends
        base pay, target AIP opportunities and actual AIP awards to NEOs (CEO does not recommend own compensation)





9







Compensation
Process Overview



Below we highlight certain executive
compensation practices that we consider instrumental in driving our Company’s performance while mitigating risk, as well
as practices that we avoid because we do not believe they would serve the interest of the shareholders.



The following table lists the key
elements of our 2017 executive compensation program:



|                                                                         |  |                                                                   |  | Primary
                                         Objective |  |                  
|------------------------------------------------------------------------ |  | ----------------------------------------------------------------- |  | ---------------------------------------------------------- |  | -----------------
|Element of 
Compensation                                                 |  | Reward
        Period/Description                                 |  | Attract andRetain                                          |  | RewardPerformance
|Base Salary                                                              |  | Ongoing                                                           |  | ✓                                                          |  | ✓                
|Annual Performance Incentive Plan                                        |  | Annual                                                            |  | ✓                                                          |  | ✓                
|Long Term Incentive Plan                                                 |  | Annual Grants with Three Year Performance Periods                 |  | ✓                                                          |  | ✓                
|Severance and Change of Control Arrangements                             |  | Specific Events impacting the Executive’s Role at our
    Company |  | ✓                                                          |  |                  
|Health, Welfare & Retirement Plans                                       |  | Ongoing to Support Retention                                      |  | ✓                                                          |  |                  
|Stock Ownership Guidelines, Anti-Hedging Policy and Anti-Pledging Policy |  | Compensation risk mitigators                                      |  |                                                            |  |                  



Competitive
Analyses



To evaluate the external competiveness
of our executive compensation program, we compare certain elements of our program to similar elements used by peer companies.
In setting 2017 compensation levels, the Committee used a comprehensive peer group to conduct a competitive market analysis of
the compensation program for our NEOs. We believe using and disclosing a peer group supports good governance and provides valuable
input into compensation levels and program design.



The Committee, with the assistance
of Pearl Meyer, considered potential peers among both direct industry competitors and companies in related industries with similar
talent-focused comparators. After identifying potential peers on this basis, we used the following five screening criteria to
select appropriate peer companies:



| | 1. | annual revenues;
| | -- | ----------------

| | 2. | market capitalization;
| | -- | ----------------------

| | 3. | financial performance;
| | -- | ----------------------

| | 4. | direct snack food manufacturing competitors; and
| | -- | ------------------------------------------------

| | 5. | foods & meats and soft drinks industry competitors.
| | -- | ---------------------------------------------------



We believe the current peer group
includes an accurate representation of our industry competitors and size-relevant, talent-focused comparators. In addition,
we believe that year-over-year consistency in peer group usage is desirable for reviewing trends in market pay movement.





10







The peer group consists of the following
companies:



|B&G Foods Inc.           |  | Calavo Growers, Inc.         |  | Cal-Maine Foods, Inc.      |  | Coca-Cola Bottling Co. Consolidated |  | Colt Corporation     
|------------------------ |  | ---------------------------- |  | -------------------------- |  | ----------------------------------- |  | ---------------------
|Darling Ingredients Inc. |  | Flowers Foods Inc.           |  | Hain Celestial Group, Inc. |  | Lancaster Colony Corporation        |  | J&J Snack Foods Corp.
|McCormick & Co. Inc.     |  | Monster Beverage Corporation |  | Pinnacle Foods Inc.        |  | Post Holdings, Inc.                 |  | SunOpta Inc.         
|Treehouse Foods, Inc.    |  |                              |  |                            |  |                                     |  |                      



Peer group data serves as only one
reference point in evaluating our executive compensation program. We use this data to see how various elements of our executive
compensation program compare to other companies. However, we do not fix the compensation of our executives based solely on this
data. The comparison is conducted to determine if our compensation is competitive with the market. Each executive is evaluated
individually based on skills, knowledge, performance, development potential and, in the Committee’s business judgment, the
value he or she brings to the organization and the Company’s retention risk.



Our 2017 Executive Compensation
Program



What We Pay
and Why: Elements of Executive Compensation

|          |  |  |                                      |                                                        |  |             |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                          |  |            |  |  |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                     
|--------- |  |  | ------------------------------------ | ------------------------------------------------------ |  | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |  |  |                                      | Element                                                |  | Description |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                          |  | Objectives
|         
|          |  |  |                                      |                                                        |  |             |                                                                                                                                                                                                                                                                                                          
|Fixed     |  |  |                                      | Base Salaries                                          |  |             |                                                                                                                                                                                                                                                                                                           | • Fixed
    amount of compensation for service during the year                                                                                                                                                                                                                                           |  |            |  |  |                                                                                                                                                                                                                                                                                                                  | • Reward
    scope of responsibility, experience and individual performance                                                                                                                                                                                                                                                         
|          |  |  |                                      |                                                       
|At-Risk   |  |  |                                      | Annual Incentive Compensation                          |  |             |                                                                                                                                                                                                                                                                                                           | • At-risk compensation,
                                         dependent on goal achievement
        • Formula-driven
        annual incentive linked to corporate strategy and financial performance                                                                                                  |  |            |  |  |                                                                                                                                                                                                                                                                                                                  | • Promote
                                         strong business results by rewarding value drivers, without creating an incentive to
                                         take excessive risk.
        • Serve as key
        compensation vehicle for rewarding results and differentiating individual performance each year
|          |  |  |                                     
|          |  |  | Long-Term
    Incentive Compensation |                                                        |  |             | • Award
                                         values are granted based on market competitive norms and individual performance
        • Performance
        awards are earned and vested after a three-year performance cycle
        • Performance
        awards which vest based on our performance |                                                                                                                                                                                                                                                                                                          |  |            |  |  | • Motivate
                                         and reward executives for long-term performance
        • Ensure that
        executives have a significant stake in the long-term financial success of the company, aligned with the stockholder experience
        • Promote longer-term
        retention
|          |  |  |                                      |                                                       
|Benefits  |  |  |                                      | Retirement, Health and Welfare                         |  |             |                                                                                                                                                                                                                                                                                                           | • 401(k)
                                         Plan with company match
        • Comprehensive
        welfare benefits
        • Deferred compensation                                                                                                                                               |  |            |  |  |                                                                                                                                                                                                                                                                                                                  | • Provide
    market competitive benefits to attract and retain top talent                                                                                                                                                                                                                                                          
|          |  |  |                                      |                                                       
|Severance |  |  |                                      | Limited Severance Arrangements
    – Change in Control |  |             |                                                                                                                                                                                                                                                                                                           | • Severance
                                         and related benefits paid upon termination without cause or resignation for good reason
                                         following a change in control
        • Accelerated
        equity vesting upon termination post change in control |  |            |  |  |                                                                                                                                                                                                                                                                                                                  | • Assist
                                         in attracting top talent
        • Preserve executive
        objectivity when considering transactions in the best interest of the stockholders
        • Retention
        of executives through a change in control                                                            





11







Base Salaries



The Compensation Committee generally
seeks to maintain base salaries for the NEOs around the 50th percentile of base salaries for similar positions at similar companies.
The Committee, however, also considers the responsibilities of the executives, market demand for executives with similar capability,
experience and time in position, and our corporate performance and the performance of each executive in relation to our strategic
objectives.



The following table reflects the base
salaries paid to the NEOs for 2017 as compared to 2016:



|Name               |  | 2017 Base Salary |         |  | 2016 Base Salary |   |         | Percentage Increase | 
|------------------ |  | ---------------- | ------- |  | ---------------- | - | ------- | ------------------- | 
|Carl E. Lee, Jr.   |  | $                | 890,000 |  |                  | $ | 860,000 |                     | 
|Brian J. Driscoll  |  | $                | 900,000 |  |                  | $ | 0       |                     | 
|Alexander W. Pease |  | $                | 535,000 |  |                  | $ | 535,000 |                     | 
|Gail Sharps Myers  |  | $                | 340,000 |  |                  | $ | 319,300 |                     | 
|John T. Maples     |  | $                | 400,000 |  |                  | $ | 335,000 |                     | 
|Andrea L. Frohning |  | $                | 334,800 |  |                  | $ | 325,000 |                     | 



The Committee increased certain of
our NEOs salaries to reflect, among other things, their respective responsibilities, roles, performance in 2016, retention considerations
and in connection with the Committee’s regular review of salaries. The Committee believes that the increases were reasonable
in light of this review process.



2017 Annual
Incentive Plan



Each of the NEOs participated in the
2017 Annual Incentive Plan. The following table reflects the target bonus award and the calculations and ultimate amounts of the
annual bonuses paid to each of the NEOs under the 2017 Annual Incentive Plan.



|Name                  |  | Base Salary |         |  | x |  |   | Target Bonus % (% of Base Salary) |  |  | =   |   | 2017 Target Bonus Award |   |  | X |         | Overall Goal Achievement
 Percentage |  |   | = |  | Bonus Award Paid(1) |  
|--------------------- |  | ----------- | ------- |  | - |  | - | --------------------------------- |  |  | --- | - | ----------------------- | - |  | - | ------- | ------------------------------------ |  | - | - |  | ------------------- | -
|Carl E. Lee, Jr. (2)  |  | $           | 890,000 |  |   |  | x |                                   |  |  | 100 | % |                         | = |  | $ | 890,000 |                                      |  | X |   |  | 27                  | %
|Brian J. Driscoll (3) |  | $           | 900,000 |  |   |  | x |                                   |  |  | 100 | % |                         | = |  | $ | 900,000 |                                      |  | X |   |  | 27                  | %
|Alexander W. Pease    |  | $           | 535,000 |  |   |  | x |                                   |  |  | 75  | % |                         | = |  | $ | 401,300 |                                      |  | X |   |  | 27                  | %
|Gail Sharps Myers     |  | $           | 340,000 |  |   |  | x |                                   |  |  | 50  | % |                         | = |  | $ | 170,000 |                                      |  | X |   |  | 27                  | %
|John T. Maples        |  | $           | 400,000 |  |   |  | x |                                   |  |  | 60  | % |                         | = |  | $ | 240,000 |                                      |  | X |   |  | 27                  | %
|Andrea L. Frohning    |  | $           | 334,800 |  |   |  | x |                                   |  |  | 50  | % |                         | = |  | $ | 167,400 |                                      |  | X |   |  | 27                  | %



| | (1) | Per the terms of the 2017 Annual Incentive Plan, Bonus Awards
                                         are rounded to the nearest $100.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Pro-rated for retirement date.
| | --- | ------------------------------

| | (3) | Pro-rated for start date.
| | --- | -------------------------



In February 2017, the Committee selected annual financial measures
and assigned applicable weights and performance goals as follows:



|Performance Measure        |  | Weight |    |   | Target Performance Goal (1) |  
|-------------------------- |  | ------ | -- | - | --------------------------- | -
|Net Revenue                |  |        | 40 | % |                             |  
|Earnings Per Share (“EPS”) |  |        | 60 | % |                             | $



| | (1) | The threshold payout for net revenue was 50% of target at
                                         $2.187 billion and for EPS was 50% of target at $1.20 earnings per share. The maximum
                                         payout for each performance measure was 200% of target.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





12







The Committee maintained the same financial performance measures
and weighting used in 2016. Each of the financial performance measures was defined in the 2017 Annual Incentive Plan as follows:



| | · | “Net
                                         Revenue” was defined as sales and other operating revenue, net of returns, allowances,
                                         discounts and other sales deduction items for the 2017 fiscal year, as audited and reported
                                         in the Company’s Annual Report on Form 10-K for the year ended December 30, 2017,
                                         excluding special items and adjusted for any acquisition or divestiture activity.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “Earnings
                                         Per Share” was defined as the fully diluted earnings per share of the Company for
                                         the 2017 fiscal year, as audited and reported in the Company’s Annual Report on
                                         Form 10-K for the year ended December 30, 2017, excluding the effect of special items
                                         and adjusted for any acquisition or divestiture related activity.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The 2017 Annual Plan provides that Net Revenue and EPS would
exclude special items and be adjusted for any acquisition or divestiture activity.



The Committee maintained discretion to adjust
any award for extraordinary items such as acquisitions, dispositions, discontinued operations, required accounting adjustments
or similar events, provided that such discretion should be exercised in a manner that would permit the Company to deduct the amounts
of certain awards for tax purposes under Section 162(m) of the Internal Revenue Code. The Committee also retained the discretion
to reduce any award for any reason.



Annual bonuses under the 2017 Annual Plan,
as specified above, were determined by the Committee in February 2018 and paid, as applicable, to the participants in March 2018.



The Committee calculated the bonuses based
on our results for 2017 in accordance with the above methodology. The Committee determined that the Company’s Net Revenue
was $2,227 million and EPS was $1.08 for 2017 annual bonus purposes. Together with the weighting discussed above, the 2017 Annual
Bonuses were paid out at 27% of target. The Committee believes that this process supports the Company’s overall compensation
strategy of only paying above-target bonuses for paying for performance which exceeds the stated targets.



Long-Term Cash and Equity Compensation



The Committee administers our equity incentive
plans, including our 2016 Key Employee Incentive Plan, as approved by our shareholders on May 4, 2016. The Committee is authorized
to grant restricted stock awards, stock options and other equity awards under this plan. Awards granted to an individual are based
upon a number of factors, including the recipient’s position, salary and performance, as well as our overall corporate performance.



The Committee makes awards under our equity
incentive plans from time to time to reward short-term and long-term performance with equity-based compensation and to motivate
the recipients’ long-term performance and retention. Each year, the Committee approves a three-year performance incentive
arrangement for officers that includes a performance period that generally covers the current year and the two following years
(the “Three-Year Plans”).



2017 Three-Year Plan – Granted
in 2017



In February 2017, the Committee adopted the Long-Term Performance
Incentive Plan for Officers and Key Managers under the 2016 Key Employee Incentive Plan (the “Long-Term Plan”). In
February 2017, the Committee approved the target incentive awards, performance measures and goals and the weighting of the performance
measures under the Long-Term Plan for 2017 (the “2017 Three-Year Plan” or “2017 LTIP”). Each of the NEOs
(other than Mr. Driscoll) was selected as a participant in the 2017 Three-Year Plan and assigned a target incentive based on his
or her level of responsibility and position and the analyses and recommendations of Pearl Meyer, the Committee’s independent
compensation consultant.





13







The Committee assigned the following target incentives to the
NEOs:



|Name                 |  | 2017 LTIP Overall Target Incentive |          
|-------------------- |  | ---------------------------------- | ---------
|Carl E. Lee, Jr.     |  | $                                  | 2,800,000
|Brian J. Driscoll(1) |  | $                                  | 0        
|Alexander W. Pease   |  | $                                  | 700,000  
|Gail Sharps Myers    |  | $                                  | 275,000  
|John T. Maples       |  | $                                  | 275,000  
|Andrea L. Frohning   |  | $                                  | 275,000  

(1) Mr. Driscoll was a non-employee director when
the 2017 LTIP determinations were made by the Committee.



How did the Committee determine the 2017 LTIP target
amounts?



The Committee seeks to provide a substantial
portion of total compensation in the form of long-term, “at risk” pay. The Committee generally attempts to set long-term
target incentives, except for the CEO, around the 50th percentile of the Company’s competitive market; however, the Committee
also considers contractual obligations and subjective factors including the responsibilities of an executive, time in position
and the market demand for executives with similar capability and experience.



In accordance with the 2017 Three-Year Plan, each NEO was granted
nonqualified stock options valued at 25% of his or her overall target incentive (as described above) and time-based restricted
shares of common stock valued at 25% of such overall target incentive. The following reflects the aggregate number of stock options
and restricted shares granted to each of the NEOs:



|Name                 |  | Nonqualified Stock Option Shares |         |  | Restricted Stock Shares | 
|-------------------- |  | -------------------------------- | ------- |  | ----------------------- | 
|Carl E. Lee, Jr.     |  |                                  | 122,808 |  |                         | 
|Brian J. Driscoll(1) |  |                                  | -       |  |                         | 
|Alexander W. Pease   |  |                                  | 30,702  |  |                         | 
|Gail Sharps Myers    |  |                                  | 12,060  |  |                         | 
|John T. Maples       |  |                                  | 12,060  |  |                         | 
|Andrea L. Frohning   |  |                                  | 12,060  |  |                         | 

(1) Mr. Driscoll was a non-employee director when
the 2017 LTIP determinations were made by the Committee.



Each stock option granted under the 2017 Three-Year Plan had
an exercise price of $39.56 and vests in three substantially equal annual installments beginning on February 27, 2018. Each participant
was granted a number of stock options equal to the dollar value of his stock option incentive divided by the Black-Scholes value
of the stock options on February 27, 2017.



Each share of restricted stock also vests in three substantially
equal annual installments beginning on February 27, 2018. Each participant was granted a number of shares of restricted stock
equal to the dollar value of his restricted stock incentive divided by $39.56, which was the closing price on February 27, 2017.



Each NEO was also assigned a performance award opportunity
with a target long-term performance award equal to 50% of his overall target incentive under the 2017 Three-Year Plan. Payouts
with respect to the performance award opportunities will be payable 30% in cash and 20% in performance restricted stock units
based on the attainment of predetermined performance goals for 2017 through 2019 with respect to certain financial measures.



The formula for computing the long-term performance awards
is as follows:



|TargetPerformanceAward | X | Overall
        Goal
        Achievement
        (%) | = | Award
        Earned
|---------------------- | - | ---------------------------------------------------- | - | --------------------



The Committee set the target performance
awards under the 2017 Three-Year Plan as follows:



|Name                 |  | 2017 LTIP Target Performance Award |          
|-------------------- |  | ---------------------------------- | ---------
|Carl E. Lee, Jr.     |  | $                                  | 1,400,000
|Brian J. Driscoll(1) |  |                                    | -        
|Alexander W. Pease   |  | $                                  | 350,000  
|Gail Sharps Myers    |  | $                                  | 137,500  
|John T. Maples       |  | $                                  | 137,500  
|Andrea L. Frohning   |  | $                                  | 137,500  

(1) Mr. Driscoll was a non-employee director when
the 2017 LTIP determinations were made by the Committee.





14







The overall goal achievement percentage under the 2017 Three-Year
Plan will be computed based on a performance matrix taking into account the achievement of a performance goal for the Company’s
Return on Invested Capital (“ROIC”) and the Company’s Relative Total Shareholder Return compared to a peer group
comprised of the Company and 23 other companies listed below. For 2017, the Committee chose ROIC and Relative Total Shareholder
Return as the financial performance measures under the 2017 Three-Year Plan to emphasize the Company’s goals of increasing
its return on investment and increasing total shareholder return over the long term. In addition, the Committee considers ROIC
and Relative Total Shareholder Return to as appropriate measures to align shareholder interests with the interests of our NEOs.
The Committee determined the target goals for the 2017 Three-Year Plan based on the three year financial projections in the Company’s
strategic plan.



The overall goal achievement percentage will be determined
in accordance with the following matrix based on the Company’s relative shareholder return:



|     |  |                 |  | Relative Shareholder Return |   
|---- |  | --------------- |  | --------------------------- | --
|     |  | ROIC Attainment |  | Quartile 4                  |   
|     |  | Maximum         |  |                             | 75
|ROIC |  | Target          |  |                             | 50
|     |  | Threshold       |  |                             | 25
|     |  | Below Threshold |  |                             | 0 



The matrix will be adjusted for the impact of any acquisitions
or divestitures. Each of the performance measures and other relevant terms under the 2017 Three-Year Plan are defined as follows:



| | · | “Return
                                         on Invested Capital” or “ROIC” is defined as the average of the ROIC
                                         for the 2017, 2018 and 2019 fiscal years, excluding special items and adjusted for acquisition
                                         and divestiture activity, calculated as follows:
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Operating
Income x (1 – Tax Rate)

Average Equity + Average
Net Debt



| | · | “Operating
                                         Income” means our actual earnings before interest and taxes, excluding special
                                         items and other income and expense and adjusted for acquisition and divestiture activity,
                                         as calculated from the audited financial statements contained in the Company’s
                                         Annual Reports on Form 10-K for the 2017, 2018 and 2019 fiscal years.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “Tax
                                         Rate” for ROIC means our actual total effective income tax rate for each year,
                                         as audited and reported in the Company’s Forms 10-K for the 2017, 2018 and 2019
                                         fiscal years.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “Average
                                         Net Debt” means our average debt less average cash for each year, as calculated
                                         from the audited financial statements contained in the Company’s Annual Reports
                                         Form 10-K for the 2017, 2018 and 2019 fiscal years.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “Relative
                                         Total Shareholder Return” is defined as the total shareholder return for the Company
                                         relative to a peer group of 21 companies. Each peer company, including Snyder’s-Lance,
                                         will be compared to each other and put into four quadrants ranked from highest total
                                         shareholder return to the lowest total shareholder return, with the highest in Quadrant
                                         One and the lowest in Quadrant Four. The 21 companies are as follows:
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                            | Hershey Company                                 | J.M. Smucker Company  
|------------------------------------------- | ----------------------------------------------- | ----------------------
|B&G Foods Inc.                              | Hormel Foods Corp.                              | Post Holdings         
|Campbell Soup Company                       | Inventure Foods                                 | Pinnacle Foods        
|Church & Dwight
        ConAgra Foods, Inc. | J&J Snack Foods Corp.                           | Treehouse Foods, Inc. 
|Flowers Foods Inc.                          | Kellogg Company
        Kraft Heinz Foods Group | Mondelez International
|General Mills, Inc.                         | Lancaster Colony Corp.                          |                       
|Hain Celestial Group, Inc.                  | McCormick & Co. Inc.                            |                       
|                                            | PepsiCo, Inc.                                   |                       





15







If a peer company ceases to be
a public company the following indices would be substituted:



| | o | S&P
                                         500
| | - | ------------------------------------------------

| | o | Russell
                                         1000 Index
| | - | -----------------------------------------------------------



| | · | “Total
                                         Shareholder Return” (“TSR”) is defined as the return of $100 invested
                                         in each stock or index at the beginning of the performance period compared to the value
                                         of that $100, with dividends reinvested, at the end of the three year performance period,
                                         which will be the average of the average weekly stock prices for the last year of the
                                         performance period.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The maximum potential payout under each performance
award is 200% of target. The Committee maintains discretion to adjust any award under the 2017 Three-Year Plan for extraordinary
items such as acquisitions, dispositions, discontinued operations, required accounting adjustments or similar events, provided
that such discretion should be exercised in a manner that would permit the Company to deduct the amounts of certain awards for
tax purposes under Section 162(m) of the Internal Revenue Code. The Committee also retains the discretion to reduce any performance
award for any reason.



Payments of the performance awards, if any, will be made as
soon as practicable in 2020 after the Committee has reviewed the Company’s 2017, 2018 and 2019 audited financial statements
and determined the performance levels achieved.



2017 Enterprise Incentive Plan–
Granted in 2017



In August 2017, the Committee adopted the 2017 Enterprise Incentive
Plan under the 2016 Key Employee Incentive Plan (the “2017 Enterprise Incentive Plan”). The NEOs (other than Mr. Lee)
were eligible to participate in the 2017 Enterprise Incentive Plan and were awarded performance non-qualified stock options and
performance restricted stock awards.



The Committee set the target performance
awards under the 2017 Enterprise Incentive Plan as follows:



|Name               |  | Target PerformanceStock Options(1) |         |  | Target PerformanceRestrictedStock (1) |  
|------------------ |  | ---------------------------------- | ------- |  | ------------------------------------- | -
|Brian J. Driscoll  |  |                                    | -       |  |                                       |  
|Alexander W. Pease |  | $                                  | 700,000 |  |                                       | $
|Gail Sharps Myers  |  | $                                  | 275,000 |  |                                       | $
|John T. Maples     |  | $                                  | 275,000 |  |                                       | $
|Andrea L. Frohning |  | $                                  | 275,000 |  |                                       | $

| | (1) | Amounts represent the fair value of such awards on the grant
                                         date.
| | --- | -----------------------------------------------------------------------------------------------------------



The Committee adopted the following performance goals, including
threshold, target and maximum performance levels for such equity awards:



|Metrics(1)             
|-----------------------
|                       
|Operating Income       
|Operating Profit Margin



Notes:

| | 1. | Excludes additional acquisitions and divestitures.
| | -- | --------------------------------------------------

| | 2. | Both metrics must meet threshold achievement in order for award
                                         to be paid.
| | -- | --------------------------------------------------------------------------------------------------------------------

| | 3. | Above target achievements are limited to 200% payout in each
                                         category.
| | -- | ---------------------------------------------------------------------------------------------------------------



The performance period is a 3.25 year timeline, measured from
the fiscal third quarter of 2017 through the fiscal year ending 2020. Award funding levels will be determined based on actual
performance over the performance period.



The percent of payout will be determined on a straight line
basis from threshold to target and from target to maximum, and may be subject to further adjustment as specified in the formula
established by the Committee. There will be no payout unless the threshold for the applicable performance goal is reached. Final
performance non-qualified stock options and performance restricted stock awards will be calculated after the Committee has reviewed
the Company’s audited financial statements for the performance period and determined the performance level achieved.



2015 Three-Year Plan - Performance
period ends 12/30/2017



In February 2015, the Committee made awards
under the 2015 Three-Year Performance Incentive Plan for Officers and Key Managers (the “2015 Three-Year Plan” or
“2015 LTIP”) to the NEOs. In 2015, each NEO was assigned a performance award opportunity with a target long-term performance
award equal to 50% of his or her target incentive under the 2015 Three-Year Plan. Payouts with respect to the performance award
opportunities were payable in cash based on the attainment of predetermined performance award opportunities for 2015 through 2017
with respect to certain financial measures.





16







The formula for computing the long-term performance awards
was as follows:



|Target
        Performance
        Award | x | Overall
        Goal
        Achievement
        (%) | = | Award
        Earned
|---------------------------------------- | - | ---------------------------------------------------- | - | --------------------



The formula for computing the awards required
the computation of an overall goal achievement percentage for the 2015 through 2017 performance period. The overall goal achievement
percentage was computed based on a performance matrix taking into account the attainment of performance goals for certain financial
measures and the Company’s relative total shareholder return compared to a peer group of 23 companies. See the Long-Term
Performance Incentive Plan for Officers and Key Managers, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form
10-Q for the quarterly period ended March 30, 2013, and the “Compensation Discussion and Analysis” section of the
Company’s Proxy Statement for its 2016 Annual Meeting Stockholders, for additional information regarding the formula for
computing the overall goal achievement percentage.



For the three year performance period, the
overall goal achievement percentage was 47% of target, resulting from the achievement of an average Return on Invested Capital
for 2015 through 2017 of 5.5% against a target of 6.8%, as adjusted for special items and acquisition and divestiture activity,
and a relative total shareholder return within the second quartile of the peer companies. As a result, the named executive officers
who were participants in the 2015 Three-Year Plan were awarded the following in March 2018:



|Name               |  | 2015 LTIP Performance Award (1) |        
|------------------ |  | ------------------------------- | -------
|Carl E. Lee, Jr.   |  | $                               | 357,100
|Brian J. Driscoll  |  |                                 | -      
|Alexander W. Pease |  |                                 | -      
|Gail Sharps Myers  |  | $                               | 34,900 
|John T. Maples     |  | $                               | 21,900 
|Andrea L. Frohning |  |                                 | -      

| | (1) | Those without awards were not employed at Snyder’s-Lance
                                         at the time of the 2015 LTIP award grant date
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------



Other Practices, Policies and Guidelines



Executive
Severance Agreements



The Company’s
NEOs have each entered into executive severance agreements with the Company, which pay out severance and related benefits in the
event of  (i) an involuntary termination without cause or (ii) a voluntary termination for good reason, and, except
for Mr. Driscoll, provide for enhanced severance and benefits if the termination of employment occurs after the occurrence of
a change-in-control such as the Merger.



Under the executive
severance agreements, NEOs Driscoll, Frohning, Maples, Pease and Sharps Myers are entitled to the following benefits in the event
of a qualifying termination of employment:



| | • | accrued compensation, which
                                         includes any accrued and unpaid base salary and vacation pay, and unreimbursed business
                                         expenses;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | (i) for Mr. Driscoll,
                                         payment of two times his base salary, (ii) for Mr. Pease, payment of two times the
                                         sum of his base salary and target bonus, and (iii) for executive officers Frohning, Maples,
                                         and Sharps Myers, payment of 1.5 times the sum of their base salary and target bonus;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a
                                         pro-rated annual bonus for the year of termination, except for Mr. Driscoll who
                                         is eligible for a full bonus for the year of termination (note that for any termination
                                         occurring in 2018, this amount may be offset by the amount of the 2018 pro-rated target
                                         annual bonus paid at closing);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | retention of a pro-rated portion
                                         of any outstanding performance awards under the long-term performance program;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | indemnification of the executive
                                         from any claims asserted against the executive arising out of the prior performance of
                                         duties;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





17







| | • | except for Mr. Driscoll,
                                         outplacement services for up to one year, at a maximum cost of 10% of his base salary;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | unexercised options remain exercisable
                                         for at least one year following the date of termination (but not longer than the original
                                         option term); and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reimbursement of the Consolidated
                                         Omnibus Reconciliation Act of 1985 (“COBRA”) premiums for up to one year,
                                         except Mr. Driscoll receives two years of reimbursements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Payments and benefits
under the executive severance agreements are subject to the applicable executive officer’s execution and non-revocation
of a general release of claims in favor of the Company. Payments and benefits under the executive severance agreements will be
reduced so that no portion of such payments and benefits are subject to the excise tax under Section 4999 of the Internal
Revenue Code (“IRC”), unless the applicable officer would be better off on an after-tax basis receiving all such payments
and benefits.



In consideration of
the payments and benefits under the executive severance agreements, such agreements include restrictive covenants in the Company’s
favor, including post-termination restrictions on competitive activities and solicitation of Company clients and employees for
either twelve or eighteen months, as well as customary confidentiality covenants during the three year period which immediately
follows the termination date, except that Mr. Driscoll’s post-termination restrictions on competitive activities and
solicitation of Company clients and employees lasts for twenty-four months following termination and his confidentiality
covenant lasts for perpetual duration.



Lee Agreement



Effective as of April 11, 2017 (the “Effective Date”),
Carl E. Lee, Jr. retired from his positions as President and Chief Executive Officer and a member of the Board of Directors of
the Company, as well as from his positions as an officer and/or director of each of the Company’s subsidiaries.



In connection with his departure,
Mr. Lee and the Company entered into a Retirement Agreement and General Release dated April 11, 2017 (the “Lee
Agreement”). Pursuant to the terms of the Lee Agreement, Mr. Lee received the payments and other benefits to which
he would have otherwise been entitled had his employment been terminated without cause under the Executive Severance Agreement,
dated January 25, 2012, between Mr. Lee and the Company, as subsequently amended by the Amendment to Executive Severance
Agreement dated December 12, 2016 (collectively, the “Lee Executive Severance Agreement”). As a result,
Mr. Lee received a payment representing his unpaid base salary, unused vacation pay, unreimbursed business expenses and all
other items earned by and owed to Mr. Lee through the Effective Date.



Additionally, in accordance with the
terms of the Lee Agreement, Mr. Lee was entitled to (i) a total payment of $3,560,000, which is his base salary and
target bonus multiplied by two and is payable in 24 monthly installments; (ii) be eligible for the Company’s 2017 Annual
Performance Incentive Plan for Officers and Key Managers, subject to actual performance and paid when paid to other plan participants
and prorated for the number of days employed in fiscal 2017, which was 101 days out of 365 days; (iii) be eligible for a
prorated portion of his outstanding performance equity awards, subject to the satisfaction of the performance goals and paid when
active employees are paid for the same performance awards; (iv) be eligible for awards, if any, owed pursuant to the (A)
2015 long term incentive plan annual grant with a three year performance period payable in 2018 when other active eligible employees
are paid, (B) 2016 long term incentive plan annual grant with a three year performance period payable in 2019 when other active
eligible employees are paid and (C) 2017 long term incentive plan annual grant with a three year performance period payable in
2020 when other active eligible employees are paid; (v) exercise his outstanding vested options for a period of one year
following the Effective Date (or the original expiration date, if earlier), while outstanding unvested equity awards will not
be accelerated and will be forfeited and cancelled, except for the 302,867 options he received pursuant to the Executive Retention
Agreement dated May 13, 2016, which shall continue to vest in accordance with the current vesting schedule (vesting on May 13,
2019), except for the continuous employment requirement, and shall be exercisable for a period of one year following the vesting
date, (vi) indemnification from any claims asserted against Mr. Lee arising out of his prior performance of his duties
with the Company and its affiliates to the same extent as the Company indemnifies the Company’s retired officers or directors;
(vii) one year of outplacement assistance, not to exceed a value of $89,0000; and (viii) reimbursement of applicable
health plan reimbursements for up to three years, subject to the limitations set forth in the Lee Executive Severance Agreement.



The Lee Agreement contains a general
release by Mr. Lee of all claims against the Company and its affiliates and a reaffirmation of Mr. Lee’s obligations
under the Lee Executive Severance Agreement, including, without limitation, Mr. Lee’s covenant not to compete and not
to solicit the Company’s customers or employees, and his confidentiality obligations. Mr. Lee has also agreed
to cooperate with the Company for the indefinite future in connection with management transition, licensing issues, pending and
potential disputes and other matters relating to the Company’s corporate or professional liabilities.



18











Driscoll Offer
Letter



On June 27, 2017, the Company
announced that Mr. Driscoll was appointed the Company’s President and Chief Executive Officer. In connection with his appointment
as President and Chief Executive Officer, Mr. Driscoll and the Company entered into an offer letter dated June 27, 2017
(the “Offer Letter”). Pursuant to the Offer Letter, Mr. Driscoll was entitled to receive an annual base salary
of $900,000. In addition, he was entitled to participate in any incentive compensation plans that the Committee may establish.
Under the AIP, Mr. Driscoll’s target bonus was 100% of his annual base salary and he was eligible to participate in
fiscal year 2017 on a pro-rated basis based upon his effective start date of June 27, 2017. Additionally, Mr. Driscoll
was eligible to receive an aggregate LTIP grant of $2,800,000 consisting of restricted stock, stock options and performance shares
in the first quarter of fiscal year 2018. Mr. Driscoll was also eligible to participate in the Company’s sponsored benefit
and retirement plans at the terms and rates offered to other associates within the Company. Mr. Driscoll received relocation
benefits to support his move to Charlotte, North Carolina, including a one-time lump sum gross amount of $50,000 for
incidental relocation expenses. Either Mr. Driscoll or the Company may terminate his employment at any time. Mr. Driscoll will
not receive any additional compensation for his service as a member of the Company’s board.



Stock Ownership
Guidelines



We expect that individuals who receive
awards under our equity incentive plans will retain a substantial portion of the shares awarded to them to foster a mutuality of
interests with our stockholders. Our board of directors, upon recommendation of the Committee, has adopted stock ownership guidelines
for our board of directors, officers and senior managers. The guidelines provide for the following ownership targets: three times
annual retainer for directors, three times base salary for the CEO, two times base salary for the CFO, one times base salary for
Senior Vice Presidents and one-half times base salary for other officers and senior managers.



Anti-Hedging
Policy & Anti-Pledging Policy



The board of directors, upon recommendation
of the Committee, adopted an Anti-Hedging Policy to strengthen the restrictions on hedging transactions, option trading and short
sales contained in our Insider Trading Policy. Among other things, the Anti-Hedging Policy prohibits our directors, officers and
associates from engaging in any hedging transactions with respect to our securities, including the purchase of any financial instruments
(such as prepaid variable forwards, equity swaps, collars, exchange funds and other derivatives) that are designed to hedge or
offset any decrease in the market value of our common stock. In addition, this policy prohibits our directors, officers and associates
from engaging in transactions with our securities in put options, call options and other similar derivative securities, or selling
our stock short. Additionally, our directors and officers are prohibited from holding Company securities in a margin account or
pledging Company securities as collateral for a loan, unless approved in advance by the Committee.



Benefits and
Perquisites



We have generally provided to our employees,
including the NEOs, personal benefits that the Committee believes are reasonable, competitive and consistent with our objective
of attracting and retaining officer talent. The cost of these benefits is reflected under All Other Compensation (Column (i)) on
the Summary Compensation Table below.



Each of our executive officers, including
the NEOs, is eligible to participate in our group insurance program, which includes group health, dental, vision, life and long-term
disability insurance, on the same basis as other employees. Other benefits for all employees include a 401(k) plan, paid sick leave,
paid holidays and paid vacations. Each of our NEOs was also eligible to receive term life insurance during fiscal year 2017.



The Committee reviews and approves
annually all perquisites paid by the Company to our executive officers.



Section 162(m)
of the Internal Revenue Code



On December 22, 2017, the U.S. government
enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes provisions that expand the tax deduction limitation
under 162(m) of the IRC for compensation paid to NEOs (or “Covered Employees”). Section 162(m) disallows
an income tax deduction to any publicly-held corporation for compensation paid to certain executive officers that exceeds $1 million
in any taxable year. The Tax Act has expanded the definition of covered employee to include the Chief Financial Officer. Additionally,
once an employee becomes a covered employee, they remain a covered employee regardless of future compensation levels. The Tax Act
also removes the exception for “performance-based” compensation plans entered into or significantly modified after
November 2, 2017.



In making compensation decisions, the
Committee considers the potential effects of Section 162(m) of the IRC on the limitation of the tax deduction for Compensation
paid to our executives. Some compensation paid to our NEOs is not deductible due to Section 162(m) limitations. The Committee
will monitor the aspects of Section 162(m) in considering its compensation program.





19









Executive Compensation Tables



The following tables and related narratives present the compensation
for our NEOs in the format specified by the SEC.



Summary Compensation Table



The following table shows certain compensation information concerning
our NEOs for the fiscal years ended December 30, 2017, December 31, 2016 and January 2, 2015.



|Name
andPrincipal Position
(a) |  | Year
(b) |      |  | Salary($)
(c)(1) |  |         | Bonus($)
(d)(2) |  |  | StockAwards($)
(e)(3) |  |  | Option Awards ($) (f)(4) |           |  | Non-EquityIncentive PlanCompensation($)
(g)(5) |  |         | All
OtherCompensation($)
(i) (1) (6) |  |  | Total($)
(j) | 
|------------------------------ |  | -------- | ---- |  | ---------------- |  | ------- | --------------- |  |  | --------------------- |  |  | ------------------------ | --------- |  | ---------------------------------------------- |  | ------- | ------------------------------------ |  |  | ------------ | 
|Carl
    E. Lee, Jr.           |  |          | 2017 |  |                  |  | 289,250 |                 |  |  | —                     |  |  |                          | 1,260,000 |  |                                                |  | 700,000 |                                      |  |  | 477,300      | 
|Former Chief Executive         |  |          | 2016 |  |                  |  | 860,000 |                 |  |  | —                     |  |  |                          | 625,000   |  |                                                |  | 625,000 |                                      |  |  | 1,332,100    | 
|Officer                        |  |          | 2015 |  |                  |  | 835,000 |                 |  |  | —                     |  |  |                          | 500,000   |  |                                                |  | 500,000 |                                      |  |  | 285,000      | 
|                               |  |          |      |  |                  |  |         |                 |  |  |                       |  |  |                          |           |  |                                                |  |         |                                      |  |  |              | 
|Brian J. Driscoll              |  |          | 2017 |  |                  |  | 657,692 |                 |  |  | —                     |  |  |                          | 300,000   |  |                                                |  | 300,000 |                                      |  |  | 176,200      | 
|Chief Executive Officer        |  |          |      |  |                  |  |         |                 |  |  |                       |  |  |                          |           |  |                                                |  |         |                                      |  |  |              | 
|                               |  |          |      |  |                  |  |         |                 |  |  |                       |  |  |                          |           |  |                                                |  |         |                                      |  |  |              | 
|Alexander
    W. Pease         |  |          | 2017 |  |                  |  | 535,000 |                 |  |  | 450,000               |  |  |                          | 1,015,000 |  |                                                |  | 875,000 |                                      |  |  | 108,338      | 
|Senior Vice President and      |  |          | 2016 |  |                  |  | 90,538  |                 |  |  | 100,000               |  |  |                          | —         |  |                                                |  | —       |                                      |  |  | 100,000      | 
|Chief Financial Officer        |  |          | 2015 |  |                  |  | —       |                 |  |  | —                     |  |  |                          | —         |  |                                                |  | —       |                                      |  |  | —            | 
|                               |  |          |      |  |                  |  |         |                 |  |  |                       |  |  |                          |           |  |                                                |  |         |                                      |  |  |              | 
|Gail Sharps
    Myers          |  |          | 2017 |  |                  |  | 340,000 |                 |  |  | —                     |  |  |                          | 398,750   |  |                                                |  | 343,750 |                                      |  |  | 80,935       | 
|Senior Vice President,         |  |          | 2016 |  |                  |  | 319,300 |                 |  |  | —                     |  |  |                          | 56,250    |  |                                                |  | 56,250  |                                      |  |  | 137,500      | 
|General Counsel and            |  |          | 2015 |  |                  |  | 310,000 |                 |  |  | 30,000                |  |  |                          | 34,875    |  |                                                |  | 34,875  |                                      |  |  | 69,800       | 
|Secretary                      |  |          |      |  |                  |  |         |                 |  |  |                       |  |  |                          |           |  |                                                |  |         |                                      |  |  |              | 
|                               |  |          |      |  |                  |  |         |                 |  |  |                       |  |  |                          |           |  |                                                |  |         |                                      |  |  |              | 
|John T.
    Maples             |  |          | 2017 |  |                  |  | 365,000 |                 |  |  | —                     |  |  |                          | 398,750   |  |                                                |  | 343,750 |                                      |  |  | 86,700       | 
|Chief Customer Officer         |  |          | 2016 |  |                  |  | 298,077 |                 |  |  | —                     |  |  |                          | 56,250    |  |                                                |  | 56,250  |                                      |  |  | 131,200      | 
|                               |  |          | 2015 |  |                  |  | 249,230 |                 |  |  | 24,350                |  |  |                          | 21,875    |  |                                                |  | 21,875  |                                      |  |  | 45,300       | 
|                               |  |          |      |  |                  |  |         |                 |  |  |                       |  |  |                          |           |  |                                                |  |         |                                      |  |  |              | 
|Andrea
    L. Frohning         |  |          | 2017 |  |                  |  | 334,800 |                 |  |  | —                     |  |  |                          | 398,750   |  |                                                |  | 343,750 |                                      |  |  | 45,198       | 
|Senior Vice President and      |  |          | 2016 |  |                  |  | 268,750 |                 |  |  | 35,000                |  |  |                          | 62,500    |  |                                                |  | 62,500  |                                      |  |  | 139,800      | 
|Chief Human Resources          |  |          |      |  |                  |  |         |                 |  |  |                       |  |  |                          |           |  |                                                |  |         |                                      |  |  |              | 
|Officer                        |  |          |      |  |                  |  |         |                 |  |  |                       |  |  |                          |           |  |                                                |  |         |                                      |  |  |              | 



| | (1) | The amounts shown in the “Salary” column include any amounts deferred by the executive officers under our Deferred
Compensation Plans and our 401(k) Savings Plan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | This includes a signing bonus paid to Mr. Pease in 2016 and 2017 in connection with his employment by Snyder’s-Lance.
This includes a signing bonus paid to Ms. Sharps Myers in 2015 in connection with her employment by Snyder’s-Lance. This
includes a signing bonus paid to Mr. Maples in 2015 in connection with his employment by Snyder’s-Lance.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The amounts shown in the “Stock Awards” column reflect the aggregate grant-date fair values of restricted stock
awards computed in accordance with FASB ASC Topic 718. The assumptions made in determining the fair values of the stock awards
are described on pages 47 to 53 and 64 to 68 of our Annual Report on Form 10-K for the fiscal year ended December 30, 2017.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | The amounts shown in the “Option Awards” column reflect the aggregate grant-date fair values of option awards computed
in accordance with FASB ASC Topic 718. The assumptions made in determining the fair values of the stock awards are described on
pages 47 to 53 and 64 to 68 of our Annual Report on Form 10-K for the fiscal year ended December 30, 2017.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent cash amounts paid under our
2017 Annual Plan and 2015 Three-Year Performance Incentive Plan for Officers and Key Managers (the “2015 Three-Year Plan”),
as follows:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20









|Name               |  | 2017
Annual Plan
($) |         |  | 2015
Three-Year Plan 
($) |  |         | Total
($) | 
|------------------ |  | -------------------- | ------- |  | ------------------------- |  | ------- | --------- | 
|Carl E. Lee, Jr.   |  |                      | 120,200 |  |                           |  | 357,100 |           | 
|Brian J. Driscoll  |  |                      | 176,200 |  |                           |  | -       |           | 
|Alexander W. Pease |  |                      | 108,338 |  |                           |  | -       |           | 
|Gail Sharps Myers  |  |                      | 46,035  |  |                           |  | 34,900  |           | 
|John T. Maples     |  |                      | 64,800  |  |                           |  | 21,900  |           | 
|Andrea L. Frohning |  |                      | 45,198  |  |                           |  | -       |           | 



| | (6) | The following table sets forth each component of the “All Other Compensation” column for 2017:
| | --- | ----------------------------------------------------------------------------------------------



|Benefit                         |  | Lee |           |  | Driscoll |   |        | Pease |  |   | Sharps
 Myers |  |  | Maples |        |  | Frohning |  
|------------------------------- |  | --- | --------- |  | -------- | - | ------ | ----- |  | - | ------------- |  |  | ------ | ------ |  | -------- | -
|401(k) plans (a)                |  |     | 12,150    |  |          |   | 6,646  |       |  |   | 12,150        |  |  |        | 12,150 |  |          |  
|Term life insurance premiums    |  |     | 2,699     |  |          |   | 1,429  |       |  |   | 1,292         |  |  |        | 808    |  |          |  
|Nontaxable cell phone allowance |  |     | 360       |  |          |   | 450    |       |  |   | 900           |  |  |        | 900    |  |          |  
|HSA company contribution        |  |     | —         |  |          |   | —      |       |  |   | 1,000         |  |  |        | —      |  |          |  
|Housing stipend                 |  |     | —         |  |          |   | 5,000  | (b)   |  |   | —             |  |  |        | —      |  |          |  
|Taxable moving                  |  |     | —         |  |          |   | 50,000 | (b)   |  |   | —             |  |  |        | —      |  |          |  
|Severance payments (d)          |  |     | 1,210,703 |  |          |   | —      |       |  |   | —             |  |  |        | —      |  |          |  
|Auto Allowance                  |  |     | —         |  |          |   | —      |       |  |   | —             |  |  |        | —      |  |          |  
|Total                           |  | $   | 1,225,912 |  |          | $ | 63,525 |       |  | $ | 15,342        |  |  | $      | 13,858 |  |          | $



| | (a) | The amounts shown in this row represent the matching contributions we made to the executives’ accounts under our 401(k)
Savings Plans.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------

| | (b) | For Mr. Driscoll, the amounts shown in these rows were provided in connection with his relocation to Charlotte, North Carolina
and the fees paid to him as a non-employee director in fiscal 2017 prior to his appointment as Interim President and CEO.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | For Ms. Frohning the amount shown in this row was provided for reimbursement on the loss on the sale of her Connecticut residence
and in connection with her relocation to Charlotte, North Carolina.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | For Mr. Lee, the amount shown in this row was provided under the Lee Agreement, as discussed above.
| | --- | ---------------------------------------------------------------------------------------------------



21







2017 Grants of Plan Based Awards



The following table shows all grants of plan-based awards made
to our NEOs in 2017.





|             |  |              |  |                            |  | Estimated
    PossiblePayouts Under Non-EquityIncentive Plan Awards |         |  | All
    OtherStockAwards:Number
    of |  |         | All
    OtherOptionAwards:Number
    of |  |  | Exerciseor Base               |  |  | Grant
    DateFair Value of    |       
|------------ |  | ------------ |  | -------------------------- |  | ------------------------------------------------------------------- | ------- |  | -------------------------------------- |  | ------- | --------------------------------------- |  |  | ----------------------------- |  |  | ------------------------------ | ------
|Name         |  | GrantDate    |  | Date
    ofCommitteeAction |  | Threshold($)                                                        |         |  | Target($)                              |  |         | Maximum($)                              |  |  | Sharesof Stockor
    Units(#) |  |  | SecuritiesUnderlyingOptions(#) |       
|Carl E.      |  | N/A (2)      |  | N/A                        |  |                                                                     | 445,000 |  |                                        |  | 890,000 |                                         |  |  | 1,780,000                     |  |  |                                | —     
|Lee, Jr.     |  | N/A (3)      |  | N/A                        |  |                                                                     | 420,000 |  |                                        |  | 840,000 |                                         |  |  | 1,680,000                     |  |  |                                | —     
|             |  | 2/27/17 (4)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 2/27/17 (5)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 17,694
|             |  | 2/27/17 (6)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 14,156
|             |  |              |  |                            |  |                                                                     |         |  |                                        |  |         |                                         |  |  |                               |  |  |                                |       
|Brian J.     |  | N/A (2)      |  | N/A                        |  |                                                                     | 450,000 |  |                                        |  | 900,000 |                                         |  |  | 1,800,000                     |  |  |                                | —     
|Driscoll     |  | N/A (3)      |  | N/A                        |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 5/11/17 (7)  |  | 5/11/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 5/11/17 (8)  |  | 5/11/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 8,303 
|             |  |              |  |                            |  |                                                                     |         |  |                                        |  |         |                                         |  |  |                               |  |  |                                |       
|Alexander W. |  | N/A (2)      |  | N/A                        |  |                                                                     | 200,700 |  |                                        |  | 401,300 |                                         |  |  | 802,600                       |  |  |                                | —     
|Pease        |  | N/A (3)      |  | N/A                        |  |                                                                     | 105,000 |  |                                        |  | 210,000 |                                         |  |  | 420,000                       |  |  |                                | —     
|             |  | 2/27/17 (4)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 2/27/17 (5)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 4,425 
|             |  | 2/27/17 (6)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 3,539 
|             |  | 8/31/17 (9)  |  | 8/31/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 8/31/17 (10) |  | 8/31/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 19,707
|             |  |              |  |                            |  |                                                                     |         |  |                                        |  |         |                                         |  |  |                               |  |  |                                |       
|Gail         |  | N/A (2)      |  | N/A                        |  |                                                                     | 85,000  |  |                                        |  | 170,000 |                                         |  |  | 340,000                       |  |  |                                | —     
|Sharps Myers |  | N/A (3)      |  | N/A                        |  |                                                                     | 41,300  |  |                                        |  | 82,500  |                                         |  |  | 165,000                       |  |  |                                | —     
|             |  | 2/27/17 (4)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 2/27/17 (5)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 1,737 
|             |  | 2/27/17 (6)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 1,390 
|             |  | 8/31/17 (9)  |  | 8/31/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 8/31/17 (10) |  | 8/31/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 7,742 
|             |  |              |  |                            |  |                                                                     |         |  |                                        |  |         |                                         |  |  |                               |  |  |                                |       
|John T.      |  | N/A (2)      |  | N/A                        |  |                                                                     | 120,000 |  |                                        |  | 240,000 |                                         |  |  | 480,000                       |  |  |                                | —     
|Maples       |  | N/A (3)      |  | N/A                        |  |                                                                     | 41,300  |  |                                        |  | 82,500  |                                         |  |  | 165,000                       |  |  |                                | —     
|             |  | 2/27/17 (4)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 2/27/17 (5)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 1,737 
|             |  | 2/27/17 (6)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 1,390 
|             |  | 8/31/17 (9)  |  | 8/31/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 8/31/17 (10) |  | 8/31/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 7,742 
|             |  |              |  |                            |  |                                                                     |         |  |                                        |  |         |                                         |  |  |                               |  |  |                                |       
|Andrea L.    |  | N/A (2)      |  | N/A                        |  |                                                                     | 83,700  |  |                                        |  | 167,400 |                                         |  |  | 334,800                       |  |  |                                | —     
|Frohning     |  | N/A (3)      |  | N/A                        |  |                                                                     | 41,300  |  |                                        |  | 82,500  |                                         |  |  | 165,000                       |  |  |                                | —     
|             |  | 2/27/17 (4)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 2/27/17 (5)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 1,737 
|             |  | 2/27/17 (6)  |  | 2/27/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 1,390 
|             |  | 8/31/17 (9)  |  | 8/31/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | —     
|             |  | 8/31/17 (10) |  | 8/31/17                    |  |                                                                     | —       |  |                                        |  | —       |                                         |  |  | —                             |  |  |                                | 7,742 









22









| | (1) | The amounts shown in this column represent the grant-date fair market values of the awards computed in accordance with FASB
ASC Topic 718. The assumptions made in determining the fair values of the stock awards are described on pages 47 to 53 and 64 to
68 of our Annual Report on Form 10-K for the fiscal year ended December 30, 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The amounts shown in this row reflect the threshold, target and maximum cash incentive awards under the 2017 Annual Plan.
| | --- | -------------------------------------------------------------------------------------------------------------------------



| | (3) | The amounts shown in this row reflect the threshold, target and maximum performance-based cash awards under the 2017 Three-Year
Plan.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



| | (4) | The amounts shown in this row reflect a grant of stock options under the 2017 Three-Year Plan.
| | --- | ----------------------------------------------------------------------------------------------



| | (5) | The amounts shown in this row reflect a grant of restricted stock under the 2017 Three-Year Plan.
| | --- | -------------------------------------------------------------------------------------------------



| | (6) | The amounts shown in this row reflect a grant of performance restricted stock under the 2017 Three-Year Plan.
| | --- | -------------------------------------------------------------------------------------------------------------



| | (7) | The amounts shown in this row reflect a grant of stock options under the 2017 Three-Year Plan.
| | --- | ----------------------------------------------------------------------------------------------



| | (8) | The amounts shown in this row reflect a grant of restricted stock under the 2017 Three-Year Plan.
| | --- | -------------------------------------------------------------------------------------------------



| | (9) | The amounts shown in this row reflect a grant of performance stock options under the 2017 Enterprise Incentive Plan.
| | --- | --------------------------------------------------------------------------------------------------------------------



| | (10) | The amounts shown in this row reflect a grant of performance restricted stock under the 2017 Enterprise Incentive Plan.
| | ---- | -----------------------------------------------------------------------------------------------------------------------



23







Outstanding Equity Awards at Fiscal Year-End
2017



The following table shows the outstanding equity awards held
by our NEOs as of December 30, 2017.



|                   |  | Option Awards                                                       |         |  |                                                                   |  |         | Stock Awards            | 
|------------------ |  | ------------------------------------------------------------------- | ------- |  | ----------------------------------------------------------------- |  | ------- | ----------------------- | 
|Name               |  | Number
ofSecuritiesUnderlyingUnexercisedOptions (#)
Exercisable (1) |         |  | Number
ofSecuritiesUnderlyingUnexercisedOptions (#)
Unexercisable |  |         | OptionExercisePrice
($) | 
|Carl E. Lee, Jr.   |  |                                                                     | 31,500  |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 28,145  |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 30,310  |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 20,568  |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 12,990  |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 34,856  |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 54,375  |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | 302,867 | (2)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     |         |  |                                                                   |  |         |                         | 
|Brian J. Driscoll  |  |                                                                     | 1,690   |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 250,585 |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 119,914 |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 86,349  |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | 50,676  |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     |         |  |                                                                   |  |         |                         | 
|Alexander W. Pease |  |                                                                     | —       |  |                                                                   |  | 20,202  | (5)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | 30,702  | (6)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | 128,442 | (7)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     |         |  |                                                                   |  |         |                         | 
|                   |  |                                                                     |         |  |                                                                   |  |         |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     |         |  |                                                                   |  |         |                         | 
|Gail Sharps Myers  |  |                                                                     | —       |  |                                                                   |  | 1,925   | (11)                    | 
|                   |  |                                                                     | —       |  |                                                                   |  | 9,422   | (12)                    | 
|                   |  |                                                                     | —       |  |                                                                   |  | 12,060  | (6)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | 50,460  | (7)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     |         |  |                                                                   |  |         |                         | 
|John T. Maples     |  |                                                                     | 2,414   |  |                                                                   |  | 1,207   | (11)                    | 
|                   |  |                                                                     | 4,711   |  |                                                                   |  | 9,422   | (12)                    | 
|                   |  |                                                                     | —       |  |                                                                   |  | 12,060  | (6)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | 59,634  | (7)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     |         |  |                                                                   |  |         |                         | 
|Andrea L. Frohning |  |                                                                     | —       |  |                                                                   |  | 10,470  | (12)                    | 
|                   |  |                                                                     | —       |  |                                                                   |  | 12,060  | (6)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | 50,460  | (7)                     | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 
|                   |  |                                                                     | —       |  |                                                                   |  | —       |                         | 





24









| | (1) | Options are fully vested.
| | --- | -------------------------



| | (2) | Options vest on May 13, 2019.
| | --- | -----------------------------



| | (3) | 2016 Performance restricted stock units that vest April 1, 2019 based upon performance achieved.
| | --- | ------------------------------------------------------------------------------------------------



| | (4) | 2017 Performance restricted stock units that vest April 1, 2020 based upon performance achieved.
| | --- | ------------------------------------------------------------------------------------------------



| | (5) | 2016 special award grant options to Mr. Pease vest in three
equal annual installments beginning November 1, 2017.
| | --- | -----------------------------------------------------------------------------------------------------------------



| | (6) | 2017 LTIP options vest in three equal annual installments
beginning February 27, 2018.
| | --- | --------------------------------------------------------------------------------------



| | (7) | 2017 EIP performance stock options vest March 31, 2021
based upon performance achieved.
| | --- | ---------------------------------------------------------------------------------------



| | (8) | 2016 special award restricted stock to Mr. Pease that vests
in three equal annual installments beginning November 1, 2017.
| | --- | --------------------------------------------------------------------------------------------------------------------------



| | (9) | 2017 LTIP restricted stock options vest in three equal
annual installments beginning February 27, 2018.
| | --- | -------------------------------------------------------------------------------------------------------



| | (10) | 2017 EIP performance restricted stock units that vest December
31, 2021 based upon performance achieved.
| | ---- | --------------------------------------------------------------------------------------------------------



| | (11) | 2015 LTIP options vest in three equal annual installments
beginning March 2, 2016.
| | ---- | ----------------------------------------------------------------------------------



| | (12) | 2016 LTIP options vest in three equal annual installments
beginning March 1, 2017.
| | ---- | ----------------------------------------------------------------------------------



| | (13) | 2015 LTIP restricted stock options vest in three equal
annual installments beginning March 2, 2016.
| | ---- | ---------------------------------------------------------------------------------------------------



| | (14) | 2016 LTIP restricted stock options vest in three equal
annual installments beginning March 1, 2017.
| | ---- | ---------------------------------------------------------------------------------------------------



| | (15) | 2017 LTIP restricted stock options vest in three equal
annual installments beginning February 27, 2018.
| | ---- | -------------------------------------------------------------------------------------------------------



25







2017 Option Exercises and Stock Vested



The following table shows option exercises and stock vested
during the fiscal year ended December 30, 2017.



|                       |  | Option Awards                           |         |  | Stock Awards                  | 
|---------------------- |  | --------------------------------------- | ------- |  | ----------------------------- | 
|Name                   |  | Number
ofSharesAcquiredon  Exercise
(#) |         |  | ValueRealized on
Exercise ($) | 
|Carl E. Lee, Jr.       |  |                                         |         |  |                               | 
|2011 SOP               |  |                                         | 334,078 |  |                               | 
|2012 SOP               |  |                                         | 41,754  |  |                               | 
|2013 SOP               |  |                                         | 66,255  |  |                               | 
|2014 SOP               |  |                                         | 62,085  |  |                               | 
|2015 SOP               |  |                                         | 55,188  |  |                               | 
|2016 SOP               |  |                                         | 46,045  |  |                               | 
|2014 RSA               |  |                                         | —       |  |                               | 
|2015 RSA               |  |                                         | —       |  |                               | 
|2016 RSA               |  |                                         | —       |  |                               | 
|2017 RSA               |  |                                         | —       |  |                               | 
|                       |  |                                         |         |  |                               | 
|Brian J. Driscoll      |  |                                         |         |  |                               | 
|2016 DIRRSU            |  |                                         | —       |  |                               | 
|2017 RSABD             |  |                                         | —       |  |                               | 
|                       |  |                                         |         |  |                               | 
|Alexander W. Pease     |  |                                         |         |  |                               | 
|2016 SOP Special Award |  |                                         | 10,101  |  |                               | 
|2016 RSU Special Award |  |                                         | —       |  |                               | 
|                       |  |                                         |         |  |                               | 
|Gail Sharps Myers      |  |                                         |         |  |                               | 
|2015 SOP               |  |                                         | 3,850   |  |                               | 
|2016 SOP               |  |                                         | 4,711   |  |                               | 
|2015 RSA               |  |                                         | —       |  |                               | 
|2016 RSA               |  |                                         | —       |  |                               | 
|                       |  |                                         |         |  |                               | 
|John T. Maples         |  |                                         |         |  |                               | 
|2015 RSA               |  |                                         | —       |  |                               | 
|2016 RSA               |  |                                         | —       |  |                               | 
|                       |  |                                         |         |  |                               | 
|Andrea L. Frohning     |  |                                         |         |  |                               | 
|2016 SOP               |  |                                         | 5,235   |  |                               | 
|2016 RSA               |  |                                         | —       |  |                               | 



26







2017 Nonqualified Deferred Compensation



We maintain the Snyder’s-Lance, Inc. Compensation Deferral
Plan (the “SLI Deferral Plan”), which is a non-qualified deferred compensation plan, for certain employees. Each of
the NEOs was eligible to participate in the SLI Deferral Plan during fiscal year 2017. We also maintain the Snyder’s of Hanover,
Inc. Executive Deferred Compensation Plan (the “Snyder’s Deferral Plan”), which we assumed in connection with
our merger with Snyder’s of Hanover Inc. in December 2010. Mr. Lee participated in the Snyder’s Deferral Plan prior
to fiscal year 2014, and we continue to maintain the Snyder’s Deferral Plan for deferrals and amounts contributed before
2014. We refer to the SLI Deferral Plan and the Snyder’s Deferral Plan collectively as the “Deferred Compensation Plans.”



The following table sets forth information regarding the NEOs’
accounts and benefits under the Deferred Compensation Plans for fiscal year 2017.



|Name               |  | Plan                   |  | ExecutiveContributions
in 2017 ($)(1) |        |  | CompanyContributions
in 2017 ($)(2) |  |   | AggregateEarnings
in 2017 ($)(3) |  |  | AggregateWithdrawals/
Distributions ($) |  |  | AggregateBalance at
12/31/2017 ($) |  
|------------------ |  | ---------------------- |  | ------------------------------------- | ------ |  | ----------------------------------- |  | - | -------------------------------- |  |  | --------------------------------------- |  |  | ---------------------------------- | -
|Carl E. Lee, Jr.   |  | Snyder’s Deferral Plan |  |                                       | —      |  |                                     |  | — |                                  |  |  | 50,410                                  |  |  |                                    | —
|Brian J. Driscoll  |  | SLI Deferral Plan      |  |                                       | —      |  |                                     |  | — |                                  |  |  | —                                       |  |  |                                    | —
|Alexander W. Pease |  | SLI Deferral Plan      |  |                                       | —      |  |                                     |  | — |                                  |  |  | —                                       |  |  |                                    | —
|Gail Sharps Myers  |  | SLI Deferral Plan      |  |                                       | 4,119  |  |                                     |  | — |                                  |  |  | 3,510                                   |  |  |                                    | —
|John T. Maples     |  | SLI Deferral Plan      |  |                                       | 51,146 |  |                                     |  | — |                                  |  |  | 9,137                                   |  |  |                                    | —
|Andrea L. Frohning |  | SLI Deferral Plan      |  |                                       | —      |  |                                     |  | — |                                  |  |  | —                                       |  |  |                                    | —



| | (1) | Amounts reflected in this column are also reported in the “Salary” column of the Summary Compensation Table for
2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------



| | (2) | All of the amounts reflected in this column are reported in the “All Other Compensation” column of the Summary
Compensation Table for 2017.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The amounts reported in this column are not reported in the Summary Compensation Table because no earnings under the Deferred
Compensation Plans are deemed to be above-market or preferential earnings.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SLI Deferral Plan



Under the SLI Deferral Plan, as amended effective January 1,
2012, participants may elect to defer from 1% to 60% of their annual base salary and from 1% to 90% of their annual incentive award
under our Annual Plans.



The SLI Deferral Plan does not require the Company to make profit
sharing restoration contributions for plan years beginning on or after January 1, 2012. Prior to the amendments, we were required
to make contributions to each eligible participant’s account equal to the excess, if any, of (a) the profit sharing contribution
that we would have made to the participant’s account under our tax-qualified retirement plan if the amount of the contribution
were not limited by the Internal Revenue Code of 1986, as amended (the “Code”), over (b) the amount of the profit sharing
contribution that we actually made to the participant’s account under the tax-qualified plan.



Amounts deferred by participants and contributions made by us
are deemed invested by participants in investment choices that are made available by the plan administrator, which are the same
investment choices available under our tax-qualified retirement plan.



Participants may generally select from the following payment
options for each year’s deferrals under the plan:



| | (a) | a single lump sum payment made seven months after termination of employment;
| | --- | ----------------------------------------------------------------------------



| | (b) | annual installments over a number of years selected by the participant (but not exceeding 10 years) beginning seven months
after termination of employment; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | a single lump sum payment made on a date selected by the participant prior to termination of employment and no earlier than
two years after the plan year to which the deferral relates.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Profit sharing restoration contributions under the plan are
paid in a single lump sum payment made seven months after termination of employment (unless a prior installment election was already
in effect at the time the plan was amended). If a participant dies, the participant’s account balances will be payable to
the participant’s beneficiary in a single lump sum. If a participant elects to receive annual installments, the amount payable
on each installment date will be equal to the balance in the participant’s account divided by the number of payments to be
made. Participants may also be permitted to withdraw a portion of their accounts in the event of certain unforeseeable emergencies.





27







Snyder’s Deferral Plan



Participants in the Snyder’s Deferral Plan could elect
to defer any fixed periodic dollar amounts or percentages of their current cash compensation, including regular salary and bonus
awards, subject to any limitations imposed by the Company. All compensation deferred by participants in the Snyder’s Deferral
Plan was contributed to a trust intended to be treated as a “grantor trust” under the Code.



Amounts deferred by a participant could be invested or deemed
invested, at the option of the Company, in investment alternatives made available by the Company.



Participants may elect to receive payments under the Snyder’s
Deferral Plan:



| | (a) | on the January 1 following a participant’s separation from service;
| | --- | -------------------------------------------------------------------



| | (b) | on a fixed date or dates elected by the participant (but no earlier than the January 1 of the third calendar year after a participant’s
initial compensation deferral under the plan);
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | in the event of an unforeseeable emergency;
| | --- | -------------------------------------------



| | (d) | upon participant’s disability (as defined by law);
| | --- | --------------------------------------------------



| | (e) | upon participant’s death; or
| | --- | ----------------------------



| | (f) | on the January 1 following a change in control, within the meaning of Section 409A of the Code.
| | --- | -----------------------------------------------------------------------------------------------



All payments under the Snyder’s Deferral Plan will be
made in cash or in-kind. Participants can elect to receive payments in a single lump sum payment or in annual installments over
a number of years selected by the participant (up to 10 years), except that payments made upon the disability or death of a participant
will be made in a single lump sum payment 90 days following the disability or death, as applicable. The Company will continue to
maintain the plan for participants’ accounts currently existing, but no additional deferrals or company contributions have
been made during fiscal year 2015 or will be made in future years.



2017 Potential Payments Upon Termination
or Change in Control



We have agreements and plans that require us to provide compensation
or other benefits to our NEOs in connection with events related to a termination of employment or a change in control. The following
table shows the estimated benefits payable to each named executive officer assuming each covered event occurred on December 30,
2017.



28









|Name and Plans                                 |  | InvoluntaryTerminationWithout Cause orVoluntaryTermination for
Good Reason |           |  | Death
or
Disability |   |           | Retirement |  |   | Change
in
Control | 
|---------------------------------------------- |  | -------------------------------------------------------------------------- | --------- |  | ------------------- | - | --------- | ---------- |  | - | ----------------- | 
|Carl E. Lee, Jr.                               |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Agreement executed on April 11, 2017 and filed |  |                                                                            | —         |  |                     |   | —         |            |  |   | —                 | 
|                                               |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Brian J. Driscoll(1)                           |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Cash Severance                                 |  | $                                                                          | 1,800,000 |  |                     |   | —         |            |  |   | —                 | 
|Incentive Under 2017 Annual Plan               |  | $                                                                          | 900,000   |  |                     | $ | 900,000   |            |  | $ | 900,000           | 
|Payment of 2017 AIP Target Equivalent          |  |                                                                            | 900,000   |  |                     |   | 900,000   |            |  |   | —                 | 
|Health & Welfare Coverage                      |  |                                                                            | 33,707    |  |                     |   | —         |            |  |   | —                 | 
|Total                                          |  | $                                                                          | 3,633,707 |  |                     | $ | 1,800,000 |            |  | $ | 900,000           | 
|                                               |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Alexander W. Pease                             |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Cash Severance                                 |  | $                                                                          | 936,300   |  |                     |   | —         |            |  |   | —                 | 
|Incentive Under 2017 Annual Plan               |  |                                                                            | 401,300   |  |                     | $ | 401,300   |            |  | $ | 401,300           | 
|Incentive Under 2017 Three-Year Plan           |  |                                                                            | 70,000    |  |                     |   | 70,000    |            |  |   | 70,000            | 
|Accelerated Vesting of Stock Options           |  |                                                                            | 626,217   |  |                     |   | —         |            |  |   | —                 | 
|Accelerated Vesting of Restricted Stock        |  |                                                                            | 367,492   |  |                     |   | —         |            |  |   | —                 | 
|Vesting of Performance Stock                   |  |                                                                            | 379,006   |  |                     |   | 379,006   |            |  |   | 379,006           | 
|COBRA                                          |  |                                                                            | 23,896    |  |                     |   | —         |            |  |   | —                 | 
|Outplacement Services                          |  |                                                                            | 53,500    |  |                     |   | —         |            |  |   | —                 | 
|Total                                          |  | $                                                                          | 2,857,711 |  |                     | $ | 850,306   |            |  | $ | 850,306           | 
|                                               |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Gail Sharps Myers                              |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Cash Severance                                 |  | $                                                                          | 510,000   |  |                     |   | —         |            |  |   | —                 | 
|Incentive Under 2017 Annual Plan               |  |                                                                            | 170,000   |  |                     | $ | 170,000   |            |  | $ | 170,000           | 
|Incentive Under 2015 Three-Year Plan           |  |                                                                            | 32,800    |  |                     |   | 32,800    |            |  |   | 32,800            | 
|Incentive Under 2016 Three-Year Plan           |  |                                                                            | 45,000    |  |                     |   | 45,000    |            |  |   | 45,000            | 
|Incentive Under 2017 Three-Year Plan           |  |                                                                            | 27,500    |  |                     |   | 27,500    |            |  |   | 27,500            | 
|Accelerated Vesting of Stock Options           |  |                                                                            | 347,102   |  |                     |   | —         |            |  |   | —                 | 
|Accelerated Vesting of Restricted Stock        |  |                                                                            | 167,167   |  |                     |   | —         |            |  |   | —                 | 
|Vesting of Performance Stock                   |  |                                                                            | 199,503   |  |                     |   | 199,503   |            |  |   | 199,503           | 
|SLI Deferral Plan                              |  |                                                                            | 17,997    |  |                     |   | 17,997    |            |  |   | 17,997            | 
|COBRA                                          |  |                                                                            | 23,896    |  |                     |   | —         |            |  |   | —                 | 
|Outplacement Services                          |  |                                                                            | 34,000    |  |                     |   | —         |            |  |   | —                 | 
|Total                                          |  | $                                                                          | 1,574,965 |  |                     | $ | 492,800   |            |  | $ | 492,800           | 
|                                               |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|John T. Maples                                 |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Cash Severance                                 |  | $                                                                          | 605,000   |  |                     |   | —         |            |  |   | —                 | 
|Incentive Under 2017 Annual Plan               |  |                                                                            | 240,000   |  |                     | $ | 240,000   |            |  | $ | 240,000           | 
|Incentive Under 2015 Three-Year Plan           |  |                                                                            | 20,600    |  |                     |   | 20,600    |            |  |   | 20,600            | 
|Incentive Under 2016 Three-Year Plan           |  |                                                                            | 45,000    |  |                     |   | 45,000    |            |  |   | 45,000            | 
|Incentive Under 2017 Three-Year Plan           |  |                                                                            | 27,500    |  |                     |   | 27,500    |            |  |   | 27,500            | 
|Accelerated Vesting of Stock Options           |  |                                                                            | 333,417   |  |                     |   | —         |            |  |   | —                 | 
|Accelerated Vesting of Restricted Stock        |  |                                                                            | 160,156   |  |                     |   | —         |            |  |   | —                 | 
|Vesting of Performance Stock                   |  |                                                                            | 222,304   |  |                     |   | 222,304   |            |  |   | 222,304           | 
|SLI Deferral Plan                              |  |                                                                            | 79,359    |  |                     |   | 79,359    |            |  |   | 79,359            | 
|Outplacement Services                          |  |                                                                            | 36,500    |  |                     |   | —         |            |  |   | —                 | 
|COBRA                                          |  |                                                                            | 23,896    |  |                     |   | —         |            |  |   | —                 | 
|Total                                          |  | $                                                                          | 1,793,732 |  |                     | $ | 634,763   |            |  | $ | 634,763           | 
|                                               |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Andrea L. Frohning                             |  |                                                                            |           |  |                     |   |           |            |  |   |                   | 
|Cash Severance                                 |  | $                                                                          | 502,200   |  |                     |   | —         |            |  |   | —                 | 
|Incentive Under 2017 Annual Plan               |  |                                                                            | 167,400   |  |                     | $ | 167,400   |            |  | $ | 167,400           | 
|Incentive Under 2016 Three-Year Plan           |  |                                                                            | 50,000    |  |                     |   | 50,000    |            |  |   | 50,000            | 
|Incentive Under 2017 Three-Year Plan           |  |                                                                            | 27,500    |  |                     |   | 27,500    |            |  |   | 27,500            | 
|Accelerated Vesting of Stock Options           |  |                                                                            | 330,827   |  |                     |   | —         |            |  |   | —                 | 
|Accelerated Vesting of Restricted Stock        |  |                                                                            | 155,198   |  |                     |   | —         |            |  |   | —                 | 
|Vesting of Performance Stock                   |  |                                                                            | 205,107   |  |                     |   | 205,107   |            |  |   | 205,107           | 
|Outplacement Services                          |  |                                                                            | 33,480    |  |                     |   | —         |            |  |   | —                 | 
|COBRA                                          |  |                                                                            | 23,896    |  |                     |   | —         |            |  |   | —                 | 
|Total                                          |  | $                                                                          | 1,495,608 |  |                     | $ | 450,007   |            |  | $ | 450,007           | 



| | (1) | Does not include equity awards received in exchange for equity awards of Diamond Foods, Inc. (“Diamond Foods”)
pursuant to the Agreement and Plan of Merger and Reorganization, dated October 27, 2015,
by and among the Company, Diamond Foods, Shark Acquisition Sub I, Inc., a wholly-owned subsidiary of the Company and Shark Acquisition
Sub II, LLC, a wholly-owned subsidiary of the Company.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Ratio of the Annual Total Compensation
of the Median-Paid Employee to the CEO



For 2017, the annual total compensation
of the median compensated of all our employees who were employed as of December 30, 2017, other than our CEO, Mr. Driscoll, was
$48,251; Mr. Driscoll’s 2017 annualized total compensation was $1,806,525, and the ratio of these amounts is estimated at
1:37.



Snyder’s-Lance had two individuals
in the role of CEO during 2017. The Company elected to use the compensation of Mr. Driscoll, who was in the role of CEO as of December
30, 2017, for purposes of determining the CEO pay ratio. Mr. Driscoll became CEO on April 11, 2017. In determining Mr. Driscoll's
compensation, we adjusted the compensation reported on the Summary Compensation Table to reflect his compensation as if he were
CEO for the full calendar year, by increasing his base salary and short-term incentive payout amount, as if he had been CEO effective
January 1, 2017. The base salary used was annualized at the full year CEO rate of $900,000, and the short-term incentive award
amount used was adjusted based on the full year base salary rate, resulting in a payout of $243,000. For purposes of calculating
the CEO Pay Ratio, this resulted in total annual compensation of $1,806,525 for the CEO as opposed to the amount shown on the Summary
Compensation Table of $1,511,167.



29









The median employee was identified
utilizing 2017 total cash compensation (annualized for those who did not work for the full year in 2017) for all employees as of
December 30, 2017. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll
and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee
and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies,
to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay
ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different
employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating
their own pay ratios.



Compensation Committee Interlocks
and Insider Participation



Isaiah Tidwell, Peter P. Brubaker,
Lawrence V. Jackson, James W. Johnston and Dan C. Swander served on the Committee in fiscal year 2017. None of the directors who
served on the Committee in fiscal year 2017 served as one of our employees in fiscal 2017 or has ever served as one of our officers.
During fiscal year 2017, none of our executive officers served as a director or member of the compensation committee or other committee
performing similar functions of any other entity of which an executive officer served on our board of directors or the Committee.



Compensation Committee Report



The Committee has reviewed and discussed
the Compensation Discussion and Analysis with management and, based on such review and discussions, recommended to the board of
directors that that the Compensation Discussion and Analysis be included in this amendment to our Annual Report on Form 10-K for
the year ended December 30, 2017.



Submitted by the Compensation Committee
of the Board of Directors.



Isaiah Tidwell, Chairman

Peter P. Brubaker

Lawrence V. Jackson

James W. Johnston

Dan C. Swander



30







Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters



The
following table sets forth information with respect to the beneficial ownership of our common stock as of January 10, 2018 (or
as of such other date as may be indicated) for:



| | • | each person, entity or group that is known to beneficially own more than five percent (5%) of our outstanding common stock;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | • | each of our directors;
| | - | ----------------------



| | • | each of our executive officers identified as a “named
executive officer” in this proxy statement; and
| | - | -----------------------------------------------------------------------------------------------------



| | • | all of our current executive officers and directors as
a group.
| | - | ---------------------------------------------------------------



Unless
otherwise indicated below, the address of these parties is 13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277.



Beneficial
ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Except as indicated by footnote, to our knowledge, the persons and entities named in the table
have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to
applicable community property laws. Securities that may be beneficially acquired within sixty (60) days of January 10, 2018, including
shares subject to options that are exercisable and shares subject to restricted stock units that will vest within sixty (60) days
of January 10, 2018, are deemed to be beneficially owned by the person or entity holding such securities for the purpose of computing
ownership of such person or entity, but are not treated as outstanding for the purpose of computing the ownership of any other
person or entity. The information as to beneficial ownership presented in the table below does not take into account any accelerated
vesting that may occur in connection with the closing of the merger or stock dividends that may be issued within sixty (60) days
of January 10, 2018. The applicable percentages of beneficial ownership are based on 98,179,528 shares of common stock outstanding
as of January 10, 2018 plus shares of common stock otherwise deemed outstanding under applicable SEC rules.





|                                                                 |  | Shares Beneficially Owned |           
|---------------------------------------------------------------- |  | ------------------------- | ----------
|Name and Address of Beneficial Owner                             |  | Number                    |           
|Patricia A. Warehime(1)                                          |  |                           | 14,255,237
|BlackRock, Inc.(2) 
55 East 52nd Street New York, NY 10055       |  |                           | 8,931,466 
|The Vanguard Group(3) 100 Vanguard Blvd.                         |  |                           |           
|Malvern, PA 19355                                                |  |                           | 6,887,578 
|Jeffrey A. Atkins(4)                                             |  |                           | 24,331    
|Peter B. Brubaker(5)                                             |  |                           | 81,012    
|C. Peter Carlucci, Jr.(6)                                        |  |                           | 90,352    
|John E. Denton                                                   |  |                           | 23,460    
|Brian J. Driscoll(7)                                             |  |                           | 638,765   
|Andrea Frohning(8)                                               |  |                           | 19,646    
|Lawrence V. Jackson(9)                                           |  |                           | 8,331     
|James W. Johnston(10)                                            |  |                           | 779,402   
|Carl E. Lee, Jr.(11)                                             |  |                           | 1,143,798 
|John T. Maples(12)                                               |  |                           | 22,825    
|David C. Moran(13)                                               |  |                           | 12,000    
|Alexander W. Pease(14)                                           |  |                           | 27,405    
|Gail Sharps Myers(15)                                            |  |                           | 15,731    
|Dan C. Swander(16)                                               |  |                           | 20,331    
|Isaiah Tidwell(17)                                               |  |                           | 32,740    
|All directors and executive officers as a group (16 persons)(18) |  |                           | 16,108,607








| | * | Less than 1%
| | - | ------------





31









| | (1) | Based on Schedule 13D/A filed on January 22, 2018
by Patricia A. Warehime reporting shares held on December 18, 2017. The Schedule 13D/A reports that Patricia A. Warehime
has sole power to vote 1,403,480 of such shares, sole power to dispose of 10,397,129 of such shares, 12,851,757 shared power to
vote of such shares and no shared power to dispose of such shares. 300,000 of these shares are pledged as security.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On December 18, 2017, certain
trusts affiliated with Ms. Warehime, together with the other the Warehime Holders, entered into a voting agreement with Campbell,
pursuant to which the Warehime Holders agreed, among other things, to vote certain shares of Company common stock over which they
have voting power in favor of the approval of the merger agreement and the transactions contemplated thereby, including the merger.



| | (2) | Based on Schedule 13G/A filed on January 23, 2018
by BlackRock, Inc. reporting shares held on December 31, 2017. The Schedule 13G/A reports that BlackRock, Inc. has sole power
to vote 8,749,101 of such shares, sole power to dispose of 8,931,453 of such shares and no shared power to vote or dispose of
any shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Based on Schedule 13G/A filed on February 12, 2018
by the Vanguard Group reporting shares held on December 31, 2017. The Schedule 13G/A reports that the Vanguard Group has
sole power to vote 93,077 of such shares, sole power to dispose of 6,786,838 of such shares, 13,344 shared power to vote of such
shares and 100,740 shared power to dispose of such shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes 24,331 shares vested but deferred until no longer
serving as a director.
| | --- | ---------------------------------------------------------------------------------



| | (5) | Includes 4,000 restricted shares and 61,012 shares held
in a Revocable Trust of which Mr. Brubaker is the trustee.
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (6) | Includes 4,000 restricted shares and 19,052 shares subject
to exercisable options.
| | --- | ----------------------------------------------------------------------------------



| | (7) | Includes 4,125 shares vested but deferred until no longer
serving as a director and 509,214 shares subject to exercisable options.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | (8) | Includes 3,099 restricted shares and 9,255 shares subject
to exercisable options.
| | --- | ---------------------------------------------------------------------------------



| | (9) | Includes 8,331 shares vested but deferred until no longer
serving as a director.
| | --- | --------------------------------------------------------------------------------



| | (10) | Includes 717,134 shares held indirectly by Mr. Johnston’s
wife as trustee and beneficiary of a family trust and 25,000 shares held in another trust for the benefit of Mr. Johnston’s
wife. Mr. Johnston’s shares also include 37,518 shares vested but deferred until no longer serving as a director.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Includes 18,989 restricted shares and 824,449 shares subject
to exercisable options. The listed holdings represent those held by Mr. Lee according to the Company’s Fiscal Year 2016
Proxy Statement. Due to Mr. Lee’s separation from the Company, the Company does not have access to Mr. Lee’s current
holdings, if any.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Includes 3,198 restricted shares and 17,063 shares subject
to exercisable options.
| | ---- | ----------------------------------------------------------------------------------



| | (13) | Includes 4,000 restricted shares.
| | ---- | ---------------------------------



| | (14) | Includes 4,425 restricted shares and 10,234 shares subject
to exercisable options.
| | ---- | ----------------------------------------------------------------------------------



| | (15) | Includes 3,338 restricted shares and 8,731 shares subject
to exercisable options.
| | ---- | ---------------------------------------------------------------------------------



| | (16) | Includes 8,331 shares vested but deferred until no longer
serving as a director.
| | ---- | --------------------------------------------------------------------------------



| | (17) | Includes 8,331 shares vested but deferred until no longer
serving as a director.
| | ---- | --------------------------------------------------------------------------------



| | (18) | Includes 607,179 shares subject to exercisable options
held by current directors and executive officers.
| | ---- | --------------------------------------------------------------------------------------------------------





32









Item 13. Certain Relationships and Related Transactions and
Director Independence



Certain Relationships and Related Transactions



The following is a description of related
person transactions entered into by our Company in fiscal year 2017.



In fiscal year 2017, we engaged in
business transactions with MAW Associates, LP (“MAW Associates”), ARWCO Corporation (“ARWCO”), and Warehime
Enterprises, Inc. (“WEI” and, together with MAW Associates and ARWCO, the “Businesses”), each of which
provides financing to our independent business operators, or IBOs, and distributors for the purchase of route businesses and trucks.
Each of the Businesses and our Company have entered into an agreement pursuant to which we provide certain administrative services,
including deducting loan payments from distributors’ weekly settlement and remitting the payments to the respective Business.



The following table sets forth (i) the
outstanding aggregate amount of each Businesses’ loans to distributors, (ii) the aggregate amount of the loan payments
collected by Snyder’s-Lance and paid to each Business, and (iii) the aggregate amount of fees paid by each Business
to the Company during fiscal year 2017. The fee paid by each Business is recalculated each year to reimburse our Company for the
actual costs it incurs to provide these services.



|                           |  | Loans to Distributors at 12/30/2017 |            |  | IO Loan Payments Collected and Paid by Company in 2017 |   |           | Fees Paid  to Company in 2017 | 
|-------------------------- |  | ----------------------------------- | ---------- |  | ------------------------------------------------------ | - | --------- | ----------------------------- | 
|MAW Associates, LP         |  | $                                   | 15,043,187 |  |                                                        | $ | 5,538,994 |                               | 
|Warehime Enterprises, Inc. |  | $                                   | 272,269    |  |                                                        | $ | 135,556   |                               | 
|ARWCO Corporation          |  | $                                   | 295,782    |  |                                                        | $ | 185,497   |                               | 
|Total                      |  | $                                   | 15,611,238 |  |                                                        | $ | 5,860,047 |                               | 



The following related persons have
interests in the Businesses.



MAW Associates, L.P. MAW,
LLC is the general partner of, and owns a 1% general partnership interest in, MAW Associates, L.P. Mrs. Warehime is the President
of MAW Associates, L.P. Each of Mrs. Warehime’s three daughters owns 33% of the limited partnership interests in MAW
Associates, L.P. Neither Mrs. Warehime nor the estate of her husband, Michael A. Warehime, receive compensation from MAW Associates,
L.P.



MAW, LLC. Patricia A. Warehime
is the sole member and President of MAW, LLC.



Each of Mrs. Warehime’s
three daughters are Vice Presidents of MAW, LLC. Mrs. Warehime has authority to manage the affairs of MAW, LLC. Mrs. Warehime
and the estate of Mr. Warehime do not receive additional compensation for their roles with MAW, LLC.



ARWCO. Mr. Warehime
was a Director and President of ARWCO. The daughters of Mrs. Warehime have the following ownership interests in ARWCO: Susan
Rupp owns 11.1%, Katherine Mininger owns 11.1%, and a trust for the benefit of Elizabeth Warehime owns 11.1%.



WEI. The Estate of Michael
A. Warehime owns 52.7% of the stock of WEI. Mr. Warehime served as its President and as a Director. Mrs. Warehime’s
three daughters own an aggregate of 1.7% of WEI. Mr. Warehime’s estate received dividends from WEI in fiscal year 2017.



C. Peter Carlucci, Jr., a director
of the Company, is a member of Eckert Seamans Cherin & Mellott, LLC (“Eckert”), which served as outside legal counsel
to Snyder’s-Lance during fiscal year 2017. We paid Eckert approximately $374,000 during fiscal year 2017. Mr. Carlucci’s
son, Carl P. Carlucci III, is a Business Development Manager-Direct Sales of S-L Snacks National, LLC, a subsidiary of the Company.
His compensation for fiscal year 2017 was approximately $160,000. The fees paid to Eckert were less than 1% of the firm’s
consolidated gross revenues for 2017 and Mr. Carlucci’s son is not an executive officer of the Company.



The Governance and nominating committee
believes that the transactions described above are no less favorable to our Company than those available from an unrelated third
party in arms’ length transactions.





33









Policy with Respect to Related Person Transactions



The board of directors has a written policy
requiring approval of transactions between Snyder’s- Lance and its directors, director nominees, executive officers, greater
than five percent beneficial shareholders, and their respective immediate family members, where the amount involved in the transaction
exceeds or is expected to exceed $120,000 in a single calendar year. Under the policy, such transactions must be approved by either
(1) a majority of the disinterested members of the governance and nominating committee or (2) a majority of the independent
and disinterested members of the board of directors. In either case, a related person transaction may not be approved by a single
director.



Independence Determinations



The board of directors determines the
independence of its members based on the standards specified by NASDAQ rules. Each year the board reviews the relationships between
our Company and each director to determine compliance with the NASDAQ standards. In making its independence determinations, the
Board of Directors considered and reviewed all information known to it (including information identified through annual directors’
questionnaires).



Our Board of Directors has affirmatively
determined that each of Mr. Atkins, Mr. Brubaker, Mr. Jackson, Mr. Johnston, Mr. Moran, Mr. Swander, and Mr. Tidwell is independent
under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable NASDAQ
guidelines, including with respect to committee membership. Additionally, our Board of Directors has determined that each member
of the audit and compensation committees are independent. Lastly, Mr. Atkins and Mr. Brubaker are the designated financial experts
on the Audit Committee.



Item 14. Principal Accountant Fees and Services



Fees Paid to PricewaterhouseCoopers
LLP



The following table presents fees for
professional audit services rendered by PricewaterhouseCoopers LLP for the audit of our consolidated financial statements for fiscal
years 2016 and 2017 and fees billed for other services rendered by PricewaterhouseCoopers LLP during those periods.



|                      |  | FY 2016 |           |  | FY 2017 |  
|--------------------- |  | ------- | --------- |  | ------- | -
|Audit Fees(1)         |  | $       | 2,662,245 |  |         | $
|Audit-Related Fees(2) |  | $       | 136,250   |  |         | $
|Tax Fees(3)           |  |         | —         |  |         |  
|All Other Fees(4)     |  |         | —         |  |         |  
|Total                 |  | $       | 2,798,495 |  |         | $



| | (1) | Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual consolidated
financial statements, audit of management’s assertion relating to internal controls over financial reporting and reviews
of the financial statements included in our Quarterly Reports on Form 10-Q. Audit Fees also consist of the aggregate fees billed
for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory
filings or engagements.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Audit-Related Fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the
performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance and review.
| | --- | ---------------------------------------------------------------------------------------------------------------

| | (4) | All Other Fees consists of aggregate fees billed for products and services other than the services reported above.
| | --- | ------------------------------------------------------------------------------------------------------------------



Audit
Committee Pre-Approval of Audit and Non-Audit Services



The
audit committee’s policy is to pre-approve all audit and non-audit services provided by our independent registered public
accounting firm. These services may include audit services, audit- related services, tax services and other services. Proposed
services may either be subject to case-by- case pre-approval by the audit committee or may be pre-approved by the audit committee
on a categorical basis. Pre-approval is generally provided for up to one year. Any pre-approval is detailed as to the particular
service or category of services and is generally subject to a specific budget. The audit committee has delegated pre-approval authority
to its Chairman and may delegate such pre- approval authority to another member of the audit committee in its discretion. Any services
approved by the Chairman or such other member of the audit committee must be reported to the full audit committee at its next scheduled
meeting. Our Corporate Controller is required to periodically report to the full audit committee regarding the extent of services
provided by the independent registered public accounting firm in accordance with the pre-approval policies and the fees for the
services performed to date. None of the fees paid by us to the independent registered public accounting firm under the categories
Audit-Related, Tax and All Other Fees described above were approved by the audit committee after services were rendered pursuant
to the de minimis exception established under the regulations of the SEC.





34







PART IV



Item 15.  Exhibits and Financial Statement
Schedules



(a)  Documents filed as part of this report.



1. Exhibit Index. The following exhibits either (i) are filed
with this report or (ii) have previously been filed with the SEC and are incorporated in this Item 15 by reference to those prior
filings.



|2.1   | Agreement and Plan of Merger and Reorganization, dated as of October 27, 2015 by and among Company, Shark Acquisition Sub I, Inc., Shark Acquisition Sub II, LLC and Diamond Foods, incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 28, 2015 (File No. 0-398).                   
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                  
|2.2   | Form of Diamond Voting Agreement, dated as of October 27, 2015, by and between the Company and the stockholders of Diamond Foods, Inc. listed therein, incorporated herein by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on October 28, 2015 (File No. 0-398).                                                
|      |                                                                                                                                                                                                                                                                                                                                                  
|2.3   | Agreement and Plan of Merger among Snyder’s-Lance, Inc., Campbell Soup Company and Trust Merger Sub, Inc. dated as of December 18, 2017, , incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 18, 2018 (File No. 0-398).                                                            
|      |                                                                                                                                                                                                                                                                                                                                                  
|3.1   | Restated Articles of Incorporation of Snyder’s-Lance, Inc., as amended through May 3, 2013, incorporated herein by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2013 (File No. 0-398).                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                  
|3.2   | Bylaws of Snyder’s-Lance, Inc., as amended through May 6, 2014, incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on May 9, 2014 (File No. 0-398).                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                  
|4.1   | See3.1 and3.2 above.                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                  
|4.2   | Amended and Restated Note Purchase Agreement, dated as of December 7, 2010, among the Registrant, Snyder’s of Hanover, Inc., Snyder’s Manufacturing, Inc. and each of the note holders named therein, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 13, 2010 (File No. 0-398).
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.1* | Lance, Inc. 2003 Key Employee Stock Plan, as amended, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007 (File No. 0-398).                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.2* | Lance, Inc. 2007 Key Employee Incentive Plan, as amended effective May 4, 2010, incorporated herein by reference to Annex A of the Registrant’s Proxy Statement filed on February 26, 2010 (File No. 0-398).                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.3* | Snyder’s-Lance, Inc. 2008 Director Stock Plan (as amended and restated) dated February 8, 2013, incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2013 (File No. 0-398).                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.4* | Snyder’s-Lance, Inc. 2014 Director Stock Plan, incorporated herein by reference to Annex A attached to the Registrant’s Definitive Proxy Statement filed on March 25, 2014 (File No. 0-398).                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.5* | Snyder's-Lance, Inc. 2012 Key Employee Incentive Plan, incorporated herein by reference to Annex A attached to the Registrant's Definitive Proxy Statement filed on March 28, 2012 (File No. 0-398).                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.6* | Snyder's-Lance, Inc. 2012 Associate Stock Purchase Plan, incorporated herein by reference to Annex B attached to the Registrant's Definitive Proxy Statement filed on March 28, 2012 (File No. 0-398).                                                                                                                                           





35







|10.7*  | Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan, as amended and restated effective January 2, 2005, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Post-Effective Amendment No.1 on Form S-8 to Form S-4 filed on December 8, 2010 (File No. 0-398).                         
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                             
|10.8*  | Amendment No. 1 to the Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan, effective as of December 6, 2010, incorporated herein by reference to Exhibit 4.2 to the Registrant’s Post-Effective Amendment No.1 on Form S-8 to Form S-4 filed on December 8, 2010 (File No. 0-398).                   
|       |                                                                                                                                                                                                                                                                                                             
|10.9*  | Amended and Restated Snyder's-Lance, Inc. Compensation Deferral Plan, dated as of January 1, 2012, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (File No. 0-398).                                       
|       |                                                                                                                                                                                                                                                                                                             
|10.10* | Amended and Restated Snyder's of Hanover Executive Deferred Compensation Plan, dated as of October 1, 2005, incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (File No. 0-398).                              
|       |                                                                                                                                                                                                                                                                                                             
|10.11* | Snyder's-Lance, Inc. Deferred Compensation Plan for Non-Employee Directors, dated as of December 10, 2014, incorporated herein by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 3, 2015 (File No. 0-398).                                     
|       |                                                                                                                                                                                                                                                                                                             
|10.12* | Snyder's-Lance, Inc. Long-Term Performance Incentive Plan for Officers and Key Managers, dated February 7, 2013, as amended and restated, incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2013 (File No. 0-398).
|       |                                                                                                                                                                                                                                                                                                             
|10.13* | Snyder's-Lance, Inc. Annual Performance Incentive Plan for Officers and Key Managers, dated February 7, 2013, as amended and restated, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2013 (File No. 0-398).   
|       |                                                                                                                                                                                                                                                                                                             
|10.14* | Transition Services and Retirement Agreement, dated as of January 8, 2013, between the Registrant and David V. Singer, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 14, 2013 (File No. 0-398).                                          
|       |                                                                                                                                                                                                                                                                                                             
|10.15* | Restricted Stock Unit Award Agreement, dated as of February 22, 2013, between the Registrant and David V. Singer, incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2013 (File No. 0-398).                        
|       |                                                                                                                                                                                                                                                                                                             
|10.16* | Form of Amended and Restated Compensation and Benefits Assurance Agreement between the Registrant and Rick D. Puckett, incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the thirteen weeks ended June 28, 2008 (File No. 0-398).                      
|       |                                                                                                                                                                                                                                                                                                             
|10.17* | Retention and Amendment Agreement, effective as of February 21, 2011, between the Registrant and Rick D. Puckett, incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2011 (File No. 0-398).                         
|       |                                                                                                                                                                                                                                                                                                             
|10.18* | Form of Executive Severance Agreement between the Registrant and Margaret E. Wicklund, incorporated herein by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 1997 (File No. 0-398).                                                       
|       |                                                                                                                                                                                                                                                                                                             
|10.19* | Form of Executive Severance Agreement between the Registrant and each of Carl E. Lee, Jr., and Rodrigo F. Troni Pena, incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2011 (File No. 0-398).                     
|       |                                                                                                                                                                                                                                                                                                             
|10.20* | Chairman of the Board Compensation Letter, dated February 9, 2012, between the Registrant and Michael A. Warehime, incorporated herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (File No. 0-398).                       





36







|10.21* | Chairman of the Board Compensation Letter amendment, dated February 8, 2013, between the Registrant and Michael A. Warehime, incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2013 (File No. 0-398).                                                                                                                
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.22* | Chairman of the Board Compensation Letter amendment, dated December 13, 2013, between the Registrant and Michael A. Warehime, incorporated herein by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 28, 2013 (File No. 0-398).                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.23  | Amended and Restated Credit Agreement, dated as of May 30, 2014, by and among the Registrant, Bank of America, National Association, as administrative agent and issuing lender, and each of the lenders party thereto, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 4, 2014 (File No. 0-398).                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.24  | Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of June 24, 2014, by and among the Registrant, Bank of America, National Association, as administrative agent and issuing lender, and each of the lenders party thereto, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2014 (File No. 0-398).                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.25  | Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of December 4, 2014, by and among the Registrant, Bank of America, National Association, as administrative agent and issuing lender, and each of the lenders party thereto, incorporated herein by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 3, 2015 (File No. 0-398).
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.26* | Snyder’s-Lance, Inc. Annual Performance Incentive Plan for Officers and Key Managers, dated February 9, 2015, as amended, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 4, 2015 (File No. 0-398).                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.27* | Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan, as amended and restated effective May 6, 2015, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 4, 2015 (File No. 0-398)                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.28  | Credit Agreement, dated as of December 16, 2015 among Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 16, 2015 (File No. 0-398).                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.29  | Amendment No. 3 to Amended and Restated Credit Agreement, dated December 16, 2015, among Registrant, the lenders party thereto and Bank of American, N.A., as Administrative Agent, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 16, 2015 (File No. 0-398).                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.30* | Snyder’s-Lance, Inc. 2016 Key Employee Incentive Plan, incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form S-8 filed on May 13, 2016 (File No. 333-211376).                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.31* | Executive Severance Agreement, effective as of January 25, 2012, between the Registrant and Carl E. Lee, Jr., incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on May 12, 2016 (File No. 0-398).                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.32* | Form of Executive Severance Agreement, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on May 12, 2016 (File No. 0-398).                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.33* | Executive Severance Agreement, effective as of December 21, 2015, between the Registrant and Gail Sharps Myers, incorporated herein by reference to Exhibit 10.33 to the Registrant’s Form 10-K filed on February 28, 2017 (File No. 0-398).                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.34* | Executive Severance Agreement, effective as of May 4, 2015, between the Registrant and Francis B. Schuster, incorporated herein by reference to Exhibit 10.34 to the Registrant’s Form 10-K filed on February 28, 2017 (File No. 0-398).                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.35  | Amendment No. 4 to the Amended and Restated Credit Agreement, dated as of January 19, 2016, by and among the Registrant, Bank of America, National Association, as administrative agent and issuing lender, and each of the lenders party thereto, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on May 12, 2016 (File No. 0-398).                                      





37







|10.36  | Amendment No. 1 to the Credit Agreement, dated as of January 19, 2016, among Registrant, the lenders party thereto and Bank of America, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on May 12, 2016 (File No. 0-398).                                                                  
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.37* | Snyder’s-Lance, Inc. Annual Incentive Plan for Officers and Key Managers, dated March 30, 2016, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on August 9, 2016 (File No. 0-398).                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.38* | Snyder’s-Lance, Inc. Long-Term Performance Plan for Officers and Key Managers, dated March 30, 2016, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on August 9, 2016 (File No. 0-398).                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.39* | Snyder’s-Lance, Inc. 2016 Key Employee Incentive Plan Nonqualified Stock Option Form Agreement, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on November 8, 2016 (File No. 0-398).                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.40* | Snyder’s-Lance, Inc. 2016 Key Employee Incentive Plan Restricted Stock Unit Form Agreement, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on November 8, 2016 (File No. 0-398).                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.41* | Chief Financial Officer Offer Letter dated September 19, 2016, between the Registrant and Alexander W. Pease, incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed on November 8, 2016 (File No. 0-398).                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.42  | Amendment No. 2 to the Credit Agreement, dated February 27, 2017, among Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on May 10, 2017 (File No. 0-398).                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.43  | Amendment No. 5 to the Amended and Restated Credit Agreement, dated February 27, 2017, among Registrant, the lenders party thereto and Bank of America, N.A., as administrative agent and issuing lender, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on May 10, 2017 (File No. 0-398).                               
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.44* | Interim President and Chief Executive Officer Offer Letter, dated April 11, 2017, by and between Registrant and Brian J. Driscoll, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on April 17, 2017 (File No. 0-398).                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.45* | Retirement Agreement and General Release, dated April 11, 2017, by and between Registrant and Carl E. Lee, Jr., incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on April 17, 2017, as amended to remedy immaterial changes and filed as Exhibit 10.1 to the Registrant’s Form 10-Q filed August 8, 2017 (File No. 0-398).  
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.46  | Amendment No. 3 to the Credit Agreement and Amendment No. 1 to Guaranty, dated as of May 8, 2017, among Registrant, the lenders party thereto and Bank of America, N.A. as administration agent incorporated herein by reference to Exhibit 10.5 of the Registrant’s Form 10-Q filed on May 10, 2017 (File No. 0-398).                                         
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.47  | Amendment No. 6 to the Amended and Restated Credit Agreement and Amendment No. 1 to Guaranty, dated as of May 8, 2017, among Registrant, the lenders party thereto and Bank of America, N.A., as administrative agent and issuing lender incorporated herein by reference to Exhibit 10.6 of the Registrant’s Form 10-Q filed on May 10, 2017 (File No. 0-398).
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.48* | President and Chief Executive Officer Offer Letter, dated June 27, 2017, by and between Registrant and Brian J. Driscoll, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 28, 2017 (File No. 0-398).                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.49* | Severance Agreement and General Release, dated August 18, 2017, by and between Registrant and Rodrigo F. Troni, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 21, 2017 (File No. 0-398).                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                
|10.50* | Severance Agreement, dated June 27, 2017, by and between Registrant and Brian J. Driscoll, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on September 26, 2017 (File No. 0-398).                                                                                                                                         





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|10.51* | Amendment to Severance Agreement, dated as of September 25, 2017, by and between Registrant and Alexander W. Pease, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on September 26, 2017 (File No. 0-398).                                                                                                                                                                                                                                              
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.52* | Snyder’s-Lance, Inc. 2017 Enterprise Incentive Plan, dated as of August 31, 2017 incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed November 9, 2017.                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.53* | Snyder’s-Lance, Inc. 2017 Enterprise Incentive Plan Nonqualified Stock Options Form Agreement, dated as of August 31, 2017 incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed November 9, 2017.                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.54* | Snyder’s-Lance, Inc. 2017 Enterprise Incentive Plan Performance Restricted Stock Form, dated as of August 31, 2017 incorporated herein by reference to Exhibit 10.6 to the Registrant’s Form 10-Q filed November 9, 2017.                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.55* | Severance Agreement and General Release, dated November 8, 2017, by and between Registrant and Francis B. Schuster, incorporated herein by reference to Exhibit 10.7 to the Registrant’s Form 10-Q filed November 9, 2017.                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12     | Computation of Ratio of Earnings to Fixed Charges, incorporated herein by reference to Exhibit 12 to the Registrant’s Form 10-K filed February 28, 2018.                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|21     | List of the Subsidiaries of the Registrant, incorporated herein by reference to Exhibit 21 to the Registrant’s Form 10-K filed February 28, 2018.                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|23.1   | Consent of PricewaterhouseCoopers LLP, incorporated herein by reference to Exhibit 23.1 to the Registrant’s Form 10-K filed February 28, 2018.                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31.1   | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) , incorporated herein by reference to Exhibit 31.1 to the Registrant’s Form 10-K filed February 28, 2018.                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31.2   | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) , incorporated herein by reference to Exhibit 31.2 to the Registrant’s Form 10-K filed February 28, 2018.                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31.3   | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31.4   | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|32     | Certification pursuant to Rule 13a-14(b), as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, incorporated herein by reference to Exhibit 32 to the Registrant’s Form 10-K filed February 28, 2018.                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|101    | The following materials from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the consolidated financial statements.

________________________________________

* Management contract
or compensatory plan or arrangement.



39







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorized.





|                      | SNYDER’S-LANCE, INC.
|--------------------- | --------------------
|                      |                     
|Dated: March 19, 2018 | By:                 
|                      |                     
|                      |                     





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