Exhibit 10.1



 





Exhibit 10.1




LANCE, INC.




2007 Stock Option Plan for Officers and Key Managers




	 	 	 
	Purposes and

Introduction

	 	The 2007 Stock Option Plan for Officers and Key Managers (the “2007 Plan”)
provides for awards of Stock Options under the Lance, Inc. 2003 Key
Employee Stock Plan (the “Stock Plan”). Except as otherwise expressly
defined herein, capitalized terms shall be as defined in the Stock Plan.
	 
	 	 
	 

	 	The primary purposes of the 2007 Plan are to:
	 
	 

	 	• Align executives’ interests with those of stockholders by linking a
substantial portion of compensation to the price of the Company’s Common
Stock.
	 
	 	 
	 

	 	• Provide a way to attract and retain key executives and managers who
are critical to Lance’s future success.
	 
	 	 
	 

	 	• Provide competitive total compensation for executives and managers
commensurate with Company performance.


To achieve the maximum motivational impact, the awards will be communicated
to participants as soon as practical after the 2007 Plan is approved by the
Compensation Committee of the Board of Directors.
	 
	 	 
	 

	 	Base salary shall be the annual rate of base compensation as of the first
day of the 2007 fiscal year.
	 
	 	 
	Grant Date,
Exercise Price,
Vesting and Term

	 	The grant date for the Stock Options will be the date the awards are
approved by the Compensation Committee and the exercise price will be the
Fair Market Value of the Common Stock on the grant date. Each stock option
will vest in three substantially equal annual installments beginning one
year after the date of grant and the term of each stock option will be
seven years.
	 
	 	 
	Eligibility and

Participation

	 	Eligibility in the 2007 Plan is limited to Executive Officers and managers
who are key to Lance’s success. The Compensation Committee will review and
approve participants nominated by the President and Chief Executive
Officer. Participation in the 2007 Plan does not guarantee participation
in any subsequent long-term incentive plans, but will be reevaluated and
determined on an annual basis.






 









 





	 	 	 
	 

	 	Attachments A and B include the list of 2007 Plan participants approved by
the Compensation Committee on March 8, 2007.
	 
	 	 
	Target Incentives

	 	Each participant will be assigned a Target Incentive expressed as dollar
amount equal to a percentage of his or her base salary. Participants may
be assigned to a Performance Tier by position, by salary level or based on
other factors as determined by the President and Chief Executive Officer.
	 
	 	 
	 

	 	Attachment A lists the Target Incentives for each Executive Officer
participant for the Plan Year as determined by the Compensation Committee.
Target Incentives will be communicated to each participant as close to the
beginning of the year as practicable, in writing. Target Incentives will
be calculated by multiplying each participant’s base salary by the
appropriate Performance Tier and percentages, as described below.
	 
	 	 





	 	 	 
	 	 	Percentage of Base Salary
	Performance Tier	 	for 2007 Target Incentives
	2

3

4
	 	20%

15%

10%






	 	 	 
	 
	 	 
	Awards

	 	The number of Stock Options awarded to each participant will equal the
dollar value of the participant’s Target Incentive divided by the
Black-Scholes value of the Stock Options, with the result rounded up to the
nearest multiple of 3 shares.
	 
	 	 
	Certain
Terminations of
Employment

	 	In the event a participant voluntarily terminates employment (other than by
retirement) or is terminated involuntarily or in the event of death,
Disability or retirement, vesting and the post-termination exercise period
for Stock Options will be as follows:
	 
	 	 
	 

	 	Voluntary termination (other
than retirement): Stock Options, whether
vested or unvested, cease to be exercisable as of the date of termination.
	 
	 

	 	Involuntary termination: vested Stock Options will remain exercisable for
a period of 30 days following the date of termination (or, if earlier, the
original expiration date of the option); unvested Stock Options will be
forfeited as of the date of termination.
	 
	 	 
	 

	 	Death: Stock Options will remain exercisable for a period of one year
following the date of death (or, if earlier, the original






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	 	expiration date of the option); unvested Stock Options will become fully vested as of the
date of termination.
	 
	 	 
	 

	 	Disability: vested Stock Options will remain exercisable through the
original expiration date of the option; unvested Stock Options will become
fully vested as of the date of termination.
	 
	 	 
	 

	 	Retirement: vested Stock Options will remain exercisable for a period of
three years following retirement (or, if earlier, the original expiration
date of the option); unvested Stock Options will continue to vest for a
period of six months after Retirement and any remaining unvested Stock
Options will be forfeited as of such date.
	 
	 	 
	 

	 	For purposes hereof, “retirement” means the participant’s termination of
employment with the Company either (i) after attainment of age 65 or (ii)
after attainment of age 55 with the prior consent of the Compensation
Committee.
	 
	 	 
	Change In Control

	 	In the event of a Change in Control, the vesting of awards will be
accelerated to fully vest upon the effective date of a Change in Control.
	 
	 	 
	Withholding

	 	The Company shall withhold from awards any Federal, foreign, state or local
income or other taxes required to be withheld.
	 
	 	 
	Communications

	 	Progress reports should be made to participants annually, showing
performance results.
	 
	 	 
	Executive Officers

	 	Notwithstanding any provisions to the contrary above, participation, awards
and prorations for Executive Officers, including the President and Chief
Executive Officer, shall be approved by the Compensation Committee.
	 
	 	 
	Governance

	 	The Compensation Committee of the Board of Directors of Lance, Inc. is
ultimately responsible for the administration and governance of the 2007
Plan. Actions requiring Committee approval include final determination of
plan eligibility and participation, identification of performance measures
and goals, final award components and determination and amendments to the
2007 Plan. The decisions of the Committee shall be conclusive and binding
on all participants. Final Awards will be evidenced by an award agreement
under the Stock Plan, which, together with the Stock Plan, will in all
events be the governing document for the award.






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Attachment A

2007 Stock Option Plan for Officers and Key Managers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Award	 	Target	 	Option
	Name	 	Title	 	Percentage	 	Incentive	 	Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	R. D. Puckett

	 	Executive Vice President,

Chief Financial Officer 

and Secretary
	 	 	20	%	 	$	73,500	 	 	 	16,260	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Glenn A. Patcha

	 	Senior Vice President — 

Sales and Marketing
	 	 	20	%	 	$	66,000	 	 	 	14,601	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	E. D. Leake

	 	Senior Vice President —
 Human Resources
	 	 	20	%	 	$	45,000	 	 	 	9,957	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F. I. Lewis

	 	Senior Vice President — Sales
	 	 	20	%	 	$	53,040	 	 	 	11,736	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	B. W. Thompson

	 	Senior Vice President —
 Supply Chain
	 	 	20	%	 	$	55,000	 	 	 	12,168	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	M. E. Wicklund

	 	Controller and 
Assistant Secretary
	 	 	15	%	 	$	25,500	 	 	 	5,643