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                                                                    EXHIBIT 10.3
                                   LANCE, INC.

                           1997 INCENTIVE EQUITY PLAN
                      (As amended through January 30, 2001)

                                TABLE OF CONTENTS

SECTION 1.   PURPOSE.........................................................1

SECTION 2.   DEFINITIONS.....................................................1

SECTION 3.   ADMINISTRATION..................................................3

SECTION 4.   DURATION OF AND COMMON STOCK SUBJECT TO PLAN....................4

SECTION 5.   ELIGIBILITY.....................................................4

SECTION 6.   STOCK OPTIONS...................................................4

SECTION 7.   STOCK APPRECIATION RIGHTS.......................................5

SECTION 8.   RESTRICTED AWARDS...............................................6

SECTION 9.   PERFORMANCE AWARDS..............................................8

SECTION 10.  OTHER STOCK-BASED AND COMBINATION AWARDS........................9

SECTION 11.  DEFERRAL ELECTIONS..............................................9

SECTION 12.  TERMINATION OF EMPLOYMENT.......................................9

SECTION 13.  NON-TRANSFERABILITY OF AWARDS..................................10

SECTION 14.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC................10

SECTION 15.  CHANGE IN CONTROL..............................................11

SECTION 16.  AMENDMENT AND TERMINATION......................................11

SECTION 17.  MISCELLANEOUS..................................................11



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                                   LANCE, INC.

                           1997 INCENTIVE EQUITY PLAN
                      (As amended through January 30, 2001)

         SECTION 1. PURPOSE. The purpose of the Lance, Inc. 1997 Incentive
Equity Plan (the "Plan") is to attract and retain managerial and other key
employees, and to reward such employees for making major contributions to the
success of Lance, Inc. (the "Company"). The Plan is designed to meet these
objectives by offering performance-based stock and cash incentives and other
equity-based incentive awards, thereby providing such employees a proprietary
interest in the long term growth and performance of the Company.

         SECTION 2. DEFINITIONS. For purposes of the Plan, unless the context
clearly indicates otherwise, the following terms shall have the meanings set
forth below:

                  (a) "Award" (collectively, "Awards") means an award or grant
         made to a Participant under Sections 6 through 10, inclusive, of the
         Plan.

                  (b) "Board" means the Board of Directors of the Company.

                  (c) "Code" means the Internal Revenue Code of 1986, as in
         effect from time to time, or any successor thereto, together with
         rules, regulations and interpretations promulgated thereunder.

                  (d) "Common Stock" means the $.83 1/3 par value Common Stock
         of the Company or any security of the Company issued in substitution,
         exchange or lieu thereof pursuant to Section 14 hereof.

                  (e) "Company" means Lance, Inc., a North Carolina corporation,
         and any subsidiary corporations within the meaning of Section 424(f) of
         the Code, as well as any successor corporation or corporations thereto.

                  (f) "Stock Award Committee" means the committee of the Board
         constituted as provided in Section 3 of the Plan.

                  (g) "Disability" means the inability, by reason of physical or
         mental infirmity or both, of an individual to perform satisfactorily
         the duties then assigned to such individual or any other duties the
         Company is willing to assign to such individual for which compensation
         is payable. Disability shall be determined by the Stock Award Committee
         based upon such evidence as the Stock Award Committee shall deem
         sufficient and, upon medical evidence, if available, and, in the
         discretion of the Stock Award Committee, upon certification of such
         Disability by an independent qualified physician.


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                  (h) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended and in effect from time to time, or any successor statute.

                  (i) "Fair Market Value," with respect to a share of the Common
         Stock at a particular time, shall be that value as determined by the
         Stock Award Committee which shall be (i) if such Common Stock is listed
         on a national securities exchange or traded on the National Market
         System, the mean between the highest price and the lowest price at
         which the Common Stock shall have been sold regular way on a national
         securities exchange or the National Market System on said date, or, if
         no sales occur on said date, then on the next preceding date on which
         there were such sales of Common Stock, (ii) if the Common Stock shall
         not be listed on a national securities exchange or traded on the
         National Market System, the mean between the bid and asked prices last
         reported by the National Association of Securities Dealers, Inc. for
         the over-the-counter market on said date or, if no bid and asked prices
         are reported on said date, then on the next preceding date on which
         there were such quotations, or (iii) if at any time quotations for the
         Common Stock shall not be reported by the National Association of
         Securities Dealers, Inc. for the over-the-counter market and the Common
         Stock shall not be listed on any national securities exchange or traded
         on the National Market System, the fair market value determined by the
         Stock Award Committee in such manner as it may deem reasonable.

                  (j) "Incentive Stock Option" means any Stock Option granted
         pursuant to the provisions of Section 6 of the Plan that is intended to
         be and is specifically designated as an "incentive stock option" within
         the meaning of Section 422 of the Code.

                  (k) "Non-Qualified Stock Option" means any Stock Option
         granted pursuant to the provisions of Section 6 of the Plan that is not
         an Incentive Stock Option.

                  (l) "Participant" means an employee of the Company who is
         granted an Award under the Plan.

                  (m) "Performance Award" means an Award granted pursuant to the
         provisions of Section 9 of the Plan the vesting of which is contingent
         on performance attainment.

                  (n) "Performance Equity Grant" means an Award of units
         representing shares of Common Stock granted pursuant to the provisions
         of Section 9 of the Plan.

                  (o) "Performance Unit Grant" means an Award of monetary units
         granted pursuant to the provisions of Section 9 of the Plan.



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                  (p) "Plan" means the Lance, Inc. 1997 Incentive Equity Plan as
         set forth herein, as the same may be hereafter amended and from time to
         time in effect.

                  (q) "Restricted Award" means an Award granted pursuant to the
         provisions of Section 8 of the Plan.

                  (r) "Restricted Stock Grant" means an Award of shares of
         Common Stock granted pursuant to the provisions of Section 8 of the
         Plan.

                  (s) "Restricted Unit Grant" means an Award of units
         representing shares of Common Stock granted pursuant to the provisions
         of Section 8 of the Plan.

                  (t) "Retirement" means the termination of an employee's
         employment with the Company at any time after the last day of the
         calendar month immediately preceding the calendar month in which the
         employee attains the age of 60 years.

                  (u) "Stock Appreciation Right" means an Award to benefit from
         the appreciation of Common Stock granted pursuant to the provisions of
         Section 7 of the Plan.

                  (v) "Stock Option" means an Award to purchase shares of Common
         Stock granted pursuant to the provisions of Section 6 of the Plan.

                  (w) "First Effective Amendment Date" means that date on which
         the stockholders of the Company approve the amendment to the Plan to
         increase the number of shares of Common Stock reserved for grants of
         Awards under the Plan by an additional 1,500,000 shares of Common
         Stock.

         SECTION 3. ADMINISTRATION.

         (a) The Plan shall be administered by those members of the Stock Award
Committee of the Board who are "nonemployee directors" for purposes of Rule
16b-3 under the Exchange Act.

         (b) The Stock Award Committee is authorized to grant Awards under the
Plan, to construe and interpret the Plan, to promulgate, amend and rescind rules
and regulations relating to the implementation of the Plan, and to make all
other determinations necessary or advisable for the administration of the Plan.
Any determination, decision or action of the Stock Award Committee in connection
with the construction, interpretation, administration or application of the Plan
shall be final, conclusive and binding upon all persons participating in the
Plan and any person validly claiming under or through persons participating in
the Plan. The Company shall effect the granting of Awards under the Plan in
accordance with the determinations made by the



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Stock Award Committee, by execution of instruments in writing in such form as
are approved by the Stock Award Committee.

         SECTION 4. DURATION OF AND COMMON STOCK SUBJECT TO PLAN.

         (a) Term. The Plan shall be effective on April 18, 1997, subject to
approval by a plurality of the shares voting on approval of the Plan at the
Annual Meeting of Stockholders held on said date or any adjournment thereof. The
Plan shall terminate on March 31, 2007.

         (b) Shares of Common Stock Subject to Plan. The maximum number of
shares of Common Stock with respect to which Awards may be granted under the
Plan, subject to adjustment as provided in Section 14 of the Plan, shall be
1,500,000 shares of the total authorized shares of the Common Stock. Beginning
on the First Effective Amendment Date, there is hereby reserved for grants of
Awards under the Plan, subject to adjustment as provided in Section 14 of the
Plan, an additional 1,500,000 shares of Common Stock. For the purpose of
computing the total number of shares of Common Stock available for Awards under
the Plan, there shall be counted against the foregoing limitation the number of
shares of Common Stock subject to issuance upon exercise or settlement of Awards
and the number of shares of Common Stock which equal the value of Restricted
Unit Grants and Performance Equity Grants and other stock-based Awards in each
case determined as of the dates on which such Awards are granted. If any Awards
are forfeited, terminated, settled in cash in lieu of stock, exchanged for other
Awards, or expire unexercised, the shares of Common Stock which were theretofore
subject to such Awards shall again be available for Awards under the Plan to the
extent of such forfeiture, termination, settlement, exchange or expiration.
Further, any shares of Common Stock which are used as full or partial payment to
the Company by a Participant of the purchase price of shares of Common Stock
upon exercise of Stock Options shall again be available for Awards under the
Plan, as shall any shares covered by Stock Appreciation Rights which are not
issued as payment upon exercise. Common Stock which may be issued under the Plan
may be either authorized and unissued shares or issued shares which have been
reacquired by the Company. No fractional shares of Common Stock shall be issued
under the Plan.

         (c) Individual Award Limit. In no event shall a Participant receive an
Award or Awards during any one calendar year covering in the aggregate more than
150,000 shares of Common Stock.

         SECTION 5. ELIGIBILITY. Only managerial and other key employees shall
be eligible to be granted Awards under the Plan. The Stock Award Committee
shall, from time to time, (i) determine those managerial and other key employees
to whom Awards shall be granted and the conditions of each such Award or issue
and sale and (ii) grant such Awards. No member of the Stock Award Committee
while serving as such shall be eligible to receive any Award hereunder.

         SECTION 6. STOCK OPTIONS. Stock Options may be granted under the Plan
in the form of Incentive Stock Options or Non-Qualified Stock Options; and such
Stock Options shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the express
provisions of the Plan, as the Stock Award Committee shall determine:



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                  (a) Grant. Stock Options may be granted under the Plan on such
         terms and conditions not inconsistent with the provisions of the Plan
         and in such form as the Stock Award Committee may from time to time
         approve. Stock Options may be granted alone, in addition to or in
         combination with other Awards under the Plan.

                  (b) Stock Option Price. The option exercise price per share of
         Common Stock purchasable under a Stock Option shall be determined by
         the Stock Award Committee at the time of grant, but in no event shall
         the exercise price of an Incentive Stock Option be less than 100% of
         the Fair Market Value of the Common Stock on the date of the grant of
         such Incentive Stock Option.

                  (c) Option Term. The term of each Stock Option shall be fixed
         by the Stock Award Committee; except that the term of Incentive Stock
         Options shall not exceed 10 years after the date the Incentive Stock
         Option is granted.

                  (d) Exercisability. A Stock Option shall be exercisable at
         such time or times and subject to such terms and conditions as shall be
         determined by the Stock Award Committee at the date of grant.

                  (e) Method of Exercise. A Stock Option may be exercised, in
         whole or in part, by a Participant's giving written notice of exercise
         to the Company specifying the number of shares to be purchased. Such
         notice shall be accompanied by payment in full of the purchase price in
         cash or, if acceptable to the Stock Award Committee in its sole
         discretion, in shares of Common Stock already owned by the Participant,
         or by surrendering outstanding Awards denominated in stock or stock
         units.

                  (f) Special Rule for Incentive Stock Options. With respect to
         Incentive Stock Options granted under the Plan, the aggregate Fair
         Market Value (determined as of the date the Incentive Stock Option is
         granted) of the number of shares with respect to which Incentive Stock
         Options are exercisable for the first time by a Participant during any
         calendar year shall not exceed $100,000 or such other limit as may be
         required by the Code.

         SECTION 7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be
granted under the Plan subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the express
terms of the Plan, as the Stock Award Committee shall determine:

                  (a) Stock Appreciation Rights. A Stock Appreciation Right is
         an Award entitling a Participant to receive an amount equal to (or if
         the Stock Award Committee shall so determine at the time of grant, less
         than) the excess of the Fair Market Value of a share of Common Stock on
         the date of exercise over the Fair Market Value of a share of Common
         Stock on the date of grant of the Stock



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         Appreciation Right, or such other price as is set by the Stock Award
         Committee, multiplied by the number of shares of Common Stock with
         respect to which the Stock Appreciation Right shall have been
         exercised.

                  (b) Grant. A Stock Appreciation Right may be granted in
         combination with, in addition to or completely independent of a Stock
         Option or any other Award under the Plan.

                  (c) Exercise. A Stock Appreciation Right may be exercised by a
         Participant in accordance with procedures established by the Stock
         Award Committee, except that in no event shall a Stock Appreciation
         Right be exercisable within the first six months after the date of
         grant. The Stock Award Committee may also provide that a Stock
         Appreciation Right shall be automatically exercised on one or more
         specified dates.

                  (d) Form of Payment. Payment upon exercise of a Stock
         Appreciation Right may be made in cash, in shares of Common Stock, or
         any combination thereof, as the Stock Award Committee shall determine;
         provided, however, that any Stock Appreciation Right exercised upon or
         subsequent to the occurrence of a Change in Control (as defined in
         Section 15) shall be paid in cash.

         SECTION 8. RESTRICTED AWARDS. Restricted Awards may be granted under
the Plan in the form of either Restricted Stock Grants or Restricted Unit
Grants. Restricted Awards shall be subject to the following terms and conditions
and shall contain such additional terms and conditions, not inconsistent with
the express provisions of the Plan, as the Stock Award Committee shall
determine:

                  (a) Restricted Stock Grants. A Restricted Stock Grant is an
         Award of shares of Common Stock to a Participant subject to such terms
         and conditions as the Stock Award Committee deems appropriate,
         including, without limitation, restrictions on the sale, assignment,
         transfer or other disposition of such shares and the requirement that
         the Participant forfeit such shares back to the Company upon
         termination of employment prior to vesting.

                  (b) Restricted Unit Grants. A Restricted Unit Grant is an
         Award of units to be paid in cash upon vesting (with each unit having a
         value equivalent to the Fair Market Value of one share of Common Stock)
         granted to a Participant subject to such terms and conditions as the
         Stock Award Committee deems appropriate, including, without limitation,
         the requirement that the Participant forfeit such units upon
         termination of employment prior to vesting.

                  (c) Grants of Awards. Restricted Awards may be granted under
         the Plan in such form and on such terms and conditions as the Stock
         Award Committee may from time to time approve. Restricted Awards may be
         granted alone, in addition to or in combination with other Awards under
         the Plan. Subject to the terms of the Plan, the Stock Award Committee
         shall determine the number



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         of Restricted Awards to be granted to a Participant and the Stock Award
         Committee may impose different terms and conditions on any particular
         Restricted Award made to any Participant. Each Participant receiving a
         Restricted Stock Grant shall be issued a stock certificate in respect
         of such shares of Common Stock. Such certificate shall be registered in
         the name of such Participant, shall be accompanied by a stock power
         duly executed by such Participant, and shall bear an appropriate legend
         referring to the terms, conditions and restrictions applicable to such
         Award; which certificate evidencing such shares shall be held in
         custody by the Company until the restrictions thereon shall have
         lapsed.

                  (d) Restriction Period. Restricted Awards shall provide that
         in order for a Participant's rights to vest in such Awards, the
         Participant must remain in the employment of the Company, subject to
         relief for specified reasons, for a period of time commencing on the
         date of the Award and ending on such later date or dates as the Stock
         Award Committee may designate at the time of the Award ("Restriction
         Period"). During the Restriction Period, a Participant may not sell,
         assign, transfer, pledge, encumber or otherwise dispose of shares of
         Common Stock received under a Restricted Stock Grant. The Stock Award
         Committee, in its sole discretion, may provide for the lapse of
         restrictions in installments during the Restriction Period. Upon
         expiration of the applicable Restriction Period (or lapse of
         restrictions during the Restriction Period where the restrictions lapse
         in installments), the Participant shall be entitled to receive his or
         her Restricted Award or portion thereof, as the case may be.

                  (e) Payment of Awards. A Participant shall be entitled to
         receive payment for a Restricted Unit Grant (or portion thereof) upon
         expiration of the applicable Restriction Period. Payment in settlement
         of a Restricted Unit Grant shall be made as soon as practicable
         following the expiration of the Restriction Period in cash, in shares
         of Common Stock equal to the number of units granted under the
         Restricted Unit Grant with respect to which such payment is made, or in
         any combination thereof, as the Stock Award Committee in its sole
         discretion shall determine. The Stock Award Committee may also, in its
         discretion, permit a Participant to elect to receive, in lieu of shares
         of unrestricted stock at the conclusion of a Restriction Period, a cash
         payment equal to the Fair Market Value of the Restricted Stock vesting
         on the date the restrictions expire.

                  (f) Rights as a Stockholder. A Participant shall have, with
         respect to the shares of Common Stock received under a Restricted Stock
         Grant, all of the rights of a Stockholder of the Company, including the
         right to vote the shares, and the right to receive any cash dividends.
         Stock dividends issued with respect to the shares covered by a
         Restricted Stock Grant shall be treated as additional shares under the
         Restricted Stock Grant and shall be subject to the same restrictions
         and other terms and conditions that apply to shares under the
         Restricted Stock Grant with respect to which such dividends are issued.



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         SECTION 9. PERFORMANCE AWARDS. Performance Awards may be granted under
the Plan in the form of either Performance Equity Grants or Performance Unit
Grants. Performance Awards may be subject to the following terms and conditions
and may contain such additional terms and conditions, not inconsistent with the
express provisions of the Plan, as the Stock Award Committee shall determine:

                  (a) Performance Equity Grants. A Performance Equity Grant is
         an Award of units (with each unit equivalent in value to one share of
         Common Stock as it varies throughout the term of the designated
         performance period) to a Participant and may be subject to such terms
         and conditions as the Stock Award Committee deems appropriate,
         including, without limitation, the requirement that the Participant
         forfeit such units or a portion of such units in the event certain
         performance criteria are not met within a designated period of time.

                  (b) Performance Unit Grants. A Performance Unit Grant is an
         Award of units to be paid in cash upon vesting (with each unit
         representing such monetary amount as designated by the Stock Award
         Committee) to a Participant subject to such terms and conditions as the
         Stock Award Committee deems appropriate, including, without limitation,
         the requirement that the Participant forfeit such units or a portion of
         such units in the event certain performance criteria are not met within
         a designated period of time.

                  (c) Grants of Awards. Performance Awards may be granted under
         the Plan in such form as the Stock Award Committee may from time to
         time approve. Performance Awards may be granted alone, in addition to
         or in combination with other Awards under the Plan. Subject to the
         terms of the Plan, the Stock Award Committee shall determine the number
         of Performance Awards to be granted to a Participant and the Stock
         Award Committee may impose different terms and conditions on any
         particular Performance Award made to any Participant.

                  (d) Performance Goals and Performance Periods. Performance
         Awards shall provide that in order for a Participant's rights to vest
         in such Awards the Company or the Participant, or a combination
         thereof, must achieve certain performance goals ("Performance Goals")
         over a designated performance period ("Performance Period"). The
         Performance Goals and Performance Period shall be established by the
         Stock Award Committee, in its sole discretion. The Stock Award
         Committee shall establish Performance Goals for each Performance Period
         before, or as soon as practicable after, the commencement of the
         Performance Period. The Stock Award Committee may also establish a
         schedule or formula for such Performance Period setting forth the
         portion of the Performance Award which will be earned or forfeited
         based on the degree of achievement of the Performance Goals actually
         achieved or exceeded. In setting Performance Goals, the Stock Award
         Committee may use such measures of performance as it deems appropriate.



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                  (e) Payment of Awards. In the case of a Performance Equity
         Grant, the Participant shall be entitled to receive payment for each
         unit earned in an amount equal to the Fair Market Value of a share of
         Common Stock on the date on which the Stock Award Committee determines
         the number of units earned by the Participant. In the case of a
         Performance Unit Grant, the Participant shall be entitled to receive
         payment for each unit earned in an amount equal to the dollar value of
         each unit times the number of units earned. Payment in settlement of a
         Performance Award shall be made as soon as practicable following the
         conclusion of the respective Performance Period in cash, in shares of
         Common Stock, or in any combination thereof, as the Stock Award
         Committee in its sole discretion shall determine.

         SECTION 10. OTHER STOCK-BASED AND COMBINATION AWARDS.

         (a) The Stock Award Committee may grant other Awards under the Plan
pursuant to which Common Stock is or may in the future be acquired, or Awards
denominated in stock units, including ones valued using measures other than
market value. Such other stock-based Awards may be granted either alone, in
addition to or in combination with any other type of Award granted under the
Plan.

         (b) The Stock Award Committee may also grant Awards under the Plan in
combination with other Awards or in exchange of Awards, or in combination with
or as alternatives to grants or rights under any other employee plan of the
Company, including the plan of any acquired entity.

         (c) Subject to the provisions of the Plan, the Stock Award Committee
shall have authority to determine the individuals to whom and the time or times
at which such Awards shall be made, the number of shares of Common Stock to be
granted or covered pursuant to such Awards, and any and all other conditions
and/or terms of the Awards.

         SECTION 11. DEFERRAL ELECTIONS. The Stock Award Committee may permit a
Participant to elect to defer his or her receipt of the payment of cash or the
delivery of shares of Common Stock that would otherwise be due to such
Participant by virtue of the exercise or earn out of an Award made under the
Plan. If any such election is permitted, the Stock Award Committee may establish
rules and procedures for such payment deferrals, including the possible (a)
payment or crediting of reasonable interest on such deferred amounts credited in
cash, and (b) the payment or crediting dividend equivalents in respect of
deferrals credited in units of Common Stock.

         SECTION 12. TERMINATION OF EMPLOYMENT. The terms and conditions under
which an Award may be exercised after a Participant's termination of employment
shall be determined by the Stock Award Committee.

         SECTION 13. NON-TRANSFERABILITY OF AWARDS. No Award under the Plan, and
no rights or interests therein, shall be assignable or transferable by a
Participant except by will or the laws of descent and distribution. During the
lifetime of a Participant, Stock Options and Stock



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Appreciation Rights are exercisable only by, and payments in settlement of
Awards will be payable only to, the Participant or his or her legal
representative.

         SECTION 14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

         (a) The existence of the Plan and the Awards granted hereunder shall
not affect or restrict in any way the right or power of the Board or the
Stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, other debentures, preferred or prior preference stocks, the
dissolution or liquidation of the Company or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding.

         (b) In the event that a dividend shall be declared upon the Common
Stock payable in shares of Common Stock, the number of shares of Common Stock
then subject to any Award and the number of shares reserved for issuance
pursuant to the Plan but not yet covered by an Award shall be adjusted by adding
to each such share the number of shares which would be distributable thereon if
such share had been outstanding 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, whether through reorganization, recapitalization,
stock split-up, combination of shares, merger or consolidation, then there shall
be substituted for each share of Common Stock subject to any Award and for each
share of Common Stock reserved for issuance pursuant to the Plan but not yet
covered by an Award, the number and kind of shares of stock or other securities
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 this Section 14, in the number or kind of
outstanding shares of Common Stock or of 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 Stock Award Committee shall in its sole discretion
determine that such change equitably requires an adjustment in the number or
kind of shares theretofore reserved for issuance pursuant to the Plan but not
yet covered by an Award and of the shares then subject to an Award or Awards,
such adjustment shall be made by the Stock Award Committee and shall be
effective and binding for all purposes of the Plan and each agreement entered
into with a Participant under the Plan. In the case of any such substitution or
adjustment as provided for in this Section 14, the Award price for each share
covered thereby prior to such substitution or adjustment will be the Award price
for all shares of stock or other securities which shall have been substituted
for such share or to which such share shall have been adjusted pursuant to this
Section 14. No adjustment or substitution provided for in this Section 14 shall
require the Company in any agreement with a Participant to issue a fractional
share and the total substitution or adjustment with respect to each agreement
with a Participant shall be limited accordingly. In the event that the number of
shares of Common Stock subject to an Award is adjusted pursuant to the
provisions of this Section 14, then any Stock Appreciation Rights related to
such Award shall be appropriately and equitably adjusted.



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         SECTION 15. CHANGE IN CONTROL.

         (a) In the event of a Change in Control (as defined below) of the
Company, (i) all Stock Options or Stock Appreciation Rights then outstanding
shall become fully exercisable as of the date of the Change in Control, whether
or not then exercisable, (ii) all restrictions and conditions of all Restricted
Stock Grants and Restricted Unit Grants then outstanding shall be deemed
satisfied as of the date of the Change in Control, and (iii) all Performance
Equity Grants and Performance Unit Grants shall be deemed to have been fully
earned as of the date of the Change in Control.

         (b) "Change in Control" means the acquisition or contracting to acquire
or otherwise control beneficial ownership of in excess of thirty-five percent
(35%) of the then outstanding voting securities of the Company by any person,
corporation or other entity and its "affiliates" (as defined in Rule 13d-5(b)(1)
promulgated under the Exchange Act, as amended from time to time) excluding,
however, for purposes of determining such ownership (but not the number of
shares outstanding) voting securities beneficially owned by members of the Van
Every Family and any trust, custodian or fiduciary account for the benefit of
any one or more members of the Van Every Family. Van Every Family means the
lineal descendants of Salem A. Van Every, Sr. (whether by blood or adoption) and
their spouses.

         SECTION 16. AMENDMENT AND TERMINATION. Without further approval of the
Stockholders, the Board may at any time terminate the Plan, or may amend it from
time to time in such respects as the Board may deem advisable, except that the
Board may not, without approval of the Stockholders, make any amendment which
would (i) require Stockholder approval for Incentive Stock Options granted or to
be granted under the Plan to qualify as incentive stock options within the
meaning of Section 422 of the Code or (ii) require Stockholder approval under
applicable law or the rules of any national securities exchange upon which the
Common Stock is listed at the time such amendment is proposed.

         SECTION 17. MISCELLANEOUS.

         (a) Tax Withholding. The Company shall have the right to deduct from
any settlement, including the delivery or vesting of shares, made under the Plan
any federal, state or local taxes of any kind required by law to be withheld
with respect to such payments or to take such other action as may be necessary
in the opinion of the Company to satisfy all obligations for the payment of such
taxes. If Common Stock is used to satisfy tax withholding, such stock shall be
valued based on the Fair Market Value when the tax withholding is required to be
made.

         (b) No Right To Employment. Neither the adoption of the Plan nor the
granting of any Award hereunder shall confer upon any employee of the Company
any right to continued employment with the Company, nor shall it interfere in
any way with the right of the Company to terminate the employment of any of its
employees at any time, with or without cause.

         (c) Unfunded Plan. The Plan shall be unfunded and the Company shall not
be required to segregate any assets that may at any time be represented by
Awards under the Plan. Any liability of the Company to any person with respect
to any Award under the Plan shall be



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based solely upon any contractual obligations that may be effected pursuant to
the Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.

         (d) Payments to Trust. The Stock Award Committee is authorized to cause
to be established a trust agreement or several trust agreements whereunder the
Company may make payments of amounts due or to become due to Participants in the
Plan.

         (e) Engaging in Competition With Company. In the event a Participant's
employment with the Company is terminated for any reason whatsoever, and within
18 months after the date thereof such Participant accepts employment with any
competitor of, or otherwise engages in competition with, the Company, the Stock
Award Committee, in its sole discretion, may require such Participant to return
to the Company the economic value of any Award which is realized or obtained
(measured at the date of exercise, vesting or payment) by such Participant at
any time during the period beginning on that date which is six months prior to
the date of such Participant's termination of employment with the Company.

         (f) Securities Law Restrictions. No shares of Common Stock shall be
issued under the Plan unless counsel for the Company shall be satisfied that
such issuance will be in compliance with applicable Federal and state securities
laws. Certificates for shares of Common Stock delivered under the Plan may be
subject to such stop-transfer orders and other restrictions as the Stock Award
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable federal or state
securities law. The Stock Award Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such restrictions.

         (g) Award Agreement. Each Participant receiving an Award under the Plan
shall enter into an agreement with the Company in a form specified by the Stock
Award Committee agreeing to the terms and conditions of the Award and such
related matters as the Stock Award Committee shall, in its sole discretion,
determine.

         (h) Costs of Plan. The costs and expenses of administering the Plan
shall be borne by the Company.

         (i) Governing Law. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of North
Carolina.


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