Ex-10.1



 






Exhibit 10.1




LANCE, INC.




2006 Five-Year Performance Equity Plan for Officers and Senior Managers




	 	 	 
	Purposes and
Introduction

	 	The primary purposes of the 2006 Five-Year Performance
Equity Plan for Officers and Senior Managers are to:






	 	 	 	 
	 	 	•	Align executives’ interests with those of the
Company’s stockholders over the long term by linking a
substantial portion of compensation to the performance of
the Company’s Common Stock as compared to the Russell
2000 Index (with dividends reinvested) over the five
calendar years ending December 31, 2010.
	 
	 	 
	 	 	•	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 including a portion based on the
performance of the Company’s Common Stock.






	 	 	 
	 

	 	To achieve the maximum motivational impact, the
performance measures and the awards for meeting the goal
will be communicated to participants as soon as practical
after the Plan is approved by the Compensation Committee
of the Board of Directors.
	 
	 	 
	 

	 	Each participant will be awarded a Performance Equity
Grant of Units, with each Unit equivalent in value to one
share of Common Stock of the Company, (the “Performance
Equity Units”) under the Lance, Inc. 1997 Incentive
Equity Plan.
	 
	 	 
	Plan Years

	 	The period over which performance will be measured is the
five calendar years, 2006 through 2010 (the “Plan
Years”).
	 
	 	 
	Eligibility and
Participation

	 	Eligibility in the Plan is limited to Executive Officers
and senior managers who are key to Lance’s success. The
Compensation Committee will review and approve
participants nominated by the President and Chief
Executive Officer.
	 
	 	 
	 

	 	Exhibits A and B include the list of participants
approved by the Compensation Committee on February 8,
2006 and the Awards.






 









 






	 	 	 
	Performance Measure

	 	The performance measures for the Plan are shown below.
Specific goals and related payouts are also shown below.
	 
	 	 
	 

	 	For each trading day in the period from October 1, 2005
through December 31, 2005 and for each trading day in the
period from October 1, 2010 through December 31, 2010,
the average of the closing values of the Russell 2000
Index will be determined and the average of the closing
price of the Company’s Common Stock will also be
determined. Based on the average values as of December
31, 2005, it is assumed that $100 is invested on January
1, 2006 in the Company’s Common Stock and $100 on the
same date in the Russell 2000 Index.
	 
	 	 
	 

	 	The performance measure is the comparison of the
cumulative total return on $100 invested in the Company’s
Common Stock (with dividends reinvested) over the five
Plan Years as compared to the cumulative total return on
$100 invested in the Russell 2000 Index (with dividends
reinvested) over the same five Plan Years. There will be
no vesting or payout if the cumulative total return on
the Company’s Common Stock does not equal or exceed the
cumulative total return on the Russell 2000 Index over
the Plan Years.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Minimum	 	 	Target	 	 	Maximum	 
	 
	 	Common Stock over Russell 2000 Index	 	$	*	 	 	$	*	 	 	$	*	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Award Level Vested	 	 	*	%	 	 	*	%	 	 	*	%






	 	 	 
	 

	 	[*Targets not required to be disclosed.]
	 
	 	 
	 

	 	Percent of payout will be determined on a straight line
basis from Minimum to Target and Target to Maximum.
There will be no payout unless the Minimum performance
measure is reached.
	 
	 	 
	 

	 	If a cash dividend is paid with respect to the Company’s
Common Stock, each participant will be credited as of the
applicable dividend payment date with an additional
number of whole and fractional Performance Equity Units
(“Dividend Units”) equal to (a) the total cash dividend
the participant would have received had the Performance
Equity Units (and any previously credited Dividend Units
with respect thereto) had been actual shares of the
Company’s Common Stock divided by (b) the closing price
of one share of the Company’s Common Stock on the
applicable dividend payment date. All Dividend Units
shall become part of the aggregate Performance Equity
Units Award hereunder when credited to each participant
and shall be subject to all terms and






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	 	conditions of the
Plan, including the vesting and payout provisions set
forth herein.
	 
	 	 
	 

	 	The performance measure and specific goals will be
communicated to each participant at the beginning of
2006.
	 
	 	 
	 

	 	Minimum, Target and Maximum levels are as set out above.
	 
	 	 
	 

	 	The following definitions for the terms Maximum, Target
and Minimum help set the goal, as well as evaluate the
payouts:






	 	 	 	 
	 	 	•	Maximum: Excellent; deserves payout above Target
	 
	 	 
	 	 	•	Target: Normal or expected performance; deserves
Target payout
	 
	 	 
	 	 	•	Minimum: Lowest level of performance deserving a
payout






	 	 	 
	 

	 	Attachments A and B list the Awards for each participant
as determined by the Compensation Committee.
	 
	 	 
	 

	 	Final Award payments and the amount vested will be
calculated promptly after the Compensation Committee has
reviewed the performance level achieved after December
31, 2010.
	 
	 	 
	Adjustments

	 	In the event that a dividend shall be declared upon the
Common Stock payable in shares of Common Stock, the
number of Performance Equity Units shall be adjusted by
adding to the Award a number of Performance Equity Units
equal to the number of shares which would have been
distributable thereon if the Performance Equity Units had
been outstanding shares of Common Stock on the date fixed
for determining the stockholders entitled to receive such
stock dividend. In the event that the outstanding shares
of Common Stock shall be changed into or exchanged for a
different number or kind of shares of stock or other
securities of the Company or of another corporation, or
changed into or exchanged for cash or property or the
right to receive cash or property (but not including any
dividend payable in cash or property other than a
liquidating distribution), whether through
reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation, then each
Performance Equity Unit shall be adjusted to become a
right to receive the number and kind of shares of stock
or other securities or cash or property or right to
receive cash or property into which each outstanding
share of Common Stock shall be so changed or for which
each such share shall be exchanged. In the event there
shall be any change other than as specified above, in the
number or kind of outstanding shares of Common Stock or
of






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	 	any stock or other securities into which such Common
Stock shall have been changed or for which it shall have
been exchanged, then if the Compensation Committee shall
in its reasonable discretion determine that such change
equitably requires an adjustment in the Performance
Equity Units, such adjustment shall be made by the
Compensation Committee in a manner consistent with
adjustments made by the Compensation Committee under the
Lance, Inc. 1997 Incentive Equity Plan with respect to
such transaction.
	 
	 	 
	Award Payments

	 	Each participant shall receive one share of the Company’s
Common Stock for each Performance Equity Unit and
Dividend Unit vested.
	 
	 	 
	 

	 	To determine the number of shares of the Company’s Common
Stock that vest pursuant to each Performance Equity Unit
(including each Dividend Unit) the Compensation Committee
will compare the cumulative total return on the Company’s
Common Stock to the cumulative total return on Russell
2000 Index over the Plan Years, as described under
Performance Measure above.
	 
	 	 
	Form and Timing of
Issuance of Common
Stock

	 	Common Stock will be issued as soon as practicable after
performance measures are calculated and approved by the
Compensation Committee, generally within 75 days after
the end of the Company’s 2010 fiscal year. All awards
will be rounded to the nearest whole share of Common
Stock.
	 
	 	 
	Change In Status

	 	An employee hired into an eligible position during the
Plan Years may participate in the Plan for the balance of
the Plan Years on a pro rata basis, with the approval of
the Compensation Committee.
	 
	 	 
	Certain
Terminations of
Employment

	 	If a participant terminates employment due to the
participant’s death, disability or retirement prior to
the end of the Plan Years, the participant (or the
participant’s beneficiary in case of death) will receive
following the end of the Plan Years, a payment for the
Award determined as elsewhere provided under the Plan,
but pro rata based on the number of days elapsed since
January 1, 2006 (or such later date as the participant
was employed by the Company) through the date of death,
disability or retirement. If a participant terminates
employment for any other reason prior to the end of the
Plan Years, including without limitation any termination
of employment by the Company or voluntary termination by
the participant (other than retirement), the
participant’s Award will immediately terminate and be
forfeited as of the date of such termination of
employment. 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.






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	Change In Control

	 	In the event of a Change in Control, pro rata payouts
will be made with the performance measure calculated on
the actual average results for the 90 days ending on the
day prior to the Change in Control, based on the number
of days in the Plan Years preceding the Change in
Control. Provided, that the dollar amounts in the
performance measure used to determine the Award Level
Vested percentage will likewise be prorated based on the
number of days in the Plan Years preceding the Change in
Control. For example, if the Change in Control occurred
on January 1, 2008 (730 days, two years or 40%, rounded,
of the Plan Years) the performance measure would be as
follows:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Minimum	 	 	Target	 	 	Maximum	 
	 
	 	Common Stock over Russell 2000 Index	 	$	*	 	 	$	*	 	 	$	*	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Award Level Vested	 	 	*	%	 	 	*	%	 	 	*	%






	 	 	 
	 

	 	[*Targets not required to be disclosed.]
	 
	 	 
	 

	 	Provided, further, in the event of a Change in Control
transaction described in (iii) or (iv) below, for the
purposes of calculating the performance measure, the
Russell 2000 Index and the Company’s Common Stock shall
be valued at not less than the closing value of the
Russell 2000 Index and the closing price of the Common
Stock, respectively, on the last trading day prior to the
Change in Control. In the event of a Change in Control,
the Company may elect to pay any Awards hereunder in
cash. Payouts will be made within 30 days after the
relevant transaction has been completed.
	 
	 	 
	 

	 	“Change in Control” means, and shall be deemed to have
occurred upon, the first to occur of any of the following
events:
	 
	 	 
	 

	 	(i) Any Outside Person becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the
combined voting power of the Company’s then outstanding
securities; or
	 
	 	 
	 

	 	(ii) During any period of two (2) consecutive years (not
including any period prior to the date hereof),
individuals who at the beginning of such period
constitute the Board (and any new Director, whose
nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds (2/3) of the
Directors then in office who either were Directors at the






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	 	beginning of the period or whose nomination for election
was so approved) cease for any reason to constitute a
majority of the members of the Board; or
	 
	 	 
	 

	 	(iii) The stockholders of the Company approve: (i) a plan
of complete liquidation of the Company; or (ii) an
agreement for the sale or disposition of all or
substantially all of the Company’s assets other than a
sale or disposition of all or substantially all of the
Company’s assets to an entity at least sixty percent
(60%) of the combined voting power of the voting
securities of which are owned by the stockholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale
or disposition; or
	 
	 	 
	 

	 	(iv) The stockholders of the Company approve a merger,
consolidation, or reorganization of the Company with or
involving any other corporation, other than a merger,
consolidation, or reorganization that would result in the
voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof)
at least sixty percent (60%) of the combined voting power
of the voting securities of the Company (or such
surviving entity) outstanding immediately after such
merger, consolidation, or reorganization.
	 
	 	 
	 

	 	However, in no event shall a “Change in Control” be
deemed to have occurred with respect to a Participant if
that Participant is part of a purchasing group which
consummates the Change in Control transaction. A
Participant shall be deemed “part of a purchasing group”
for purposes of the preceding sentence if the Participant
is an equity participant in the acquiring company or
group or surviving entity (the “Purchaser”) except for
ownership of less than one percent (1%) of the equity of
the Purchaser.
	 
	 	 
	 

	 	“Beneficial Owner” has the meaning ascribed to such term
in Section 13(d) of the Exchange Act and Rule 13d-3 of
the General Rules and Regulations under the Exchange Act.
	 
	 	 
	 

	 	“Board” means the Board of Directors of the Company.
	 
	 	 
	 

	 	“Director” means a member of the Board.
	 
	 	 
	 

	 	“Member of the Van Every Family” means (i) a lineal
descendant of Salem A. Van Every, Sr., including adopted
persons as well as persons related by blood, (ii) a
spouse of an individual described in clause (i) of this
Paragraph or (iii) a trust, estate, custodian and






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	 	other
fiduciary or similar account for an individual described
in clause (i) or (ii) of this Paragraph.
	 
	 	 
	 

	 	“Outside Person” means any Person other than (i) a Member
of the Van Every Family, (ii) a trustee or other
fiduciary holding securities under an employee benefit
plan of the Company or (iii) a corporation owned directly
or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of
the Company.
	 
	 	 
	 

	 	“Participant” means an employee of the Company who is
granted an Award under this Plan.
	 
	 	 
	Withholding

	 	The Company shall withhold from Awards or collect from
participant 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 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 Plan. Actions
requiring Committee approval include final determination
of plan eligibility and participation, identification of
performance measures and goals and final award
determination. The Committee retains the discretion to
adjust any award due to extraordinary events such as
acquisitions, dispositions, required accounting
adjustments or similar events; anomalies affecting the
calculations under a performance measure or where
fairness to participants or the Company require an
adjustment. The decisions of the Committee shall be
conclusive and binding on all participants.






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Exhibit A




Executive Officers




	 	 	 	 	 	 	 
	 	 	 	 	Performance Equity
	Name	 	Title	 	Unit Awards
	 

	R. D. Puckett

	 	Executive Vice President,
Chief Financial Officer and
Secretary
	 	 	60,000	 
	 
	 	 	 	 	 	 
	F. I. Lewis

	 	Vice President — Sales
	 	 	42,000	 
	 
	 	 	 	 	 	 
	B. W. Thompson

	 	Vice President — Supply Chain
	 	 	42,000	 
	 
	 	 	 	 	 	 
	E. D. Leake

	 	Vice President — Human
Resources
	 	 	36,000	 
	 
	 	 	 	 	 	 
	H. D. Fields

	 	Vice President and President,
Vista Bakery, Inc.
	 	 	30,000	 
	 
	 	 	 	 	 	 
	L. R. Gragnani, Jr.

	 	Vice President — Information
Technology/CIO
	 	 	18,000	 
	 
	 	 	 	 	 	 
	M. E. Wicklund

	 	Controller and Assistant
Secretary
	 	 	9,000	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Total

	 	 	237,000	 







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