ex102.htm


    Exhibit
10.2

    


    LANCE,
INC.

    


    2010
Three-Year Performance Incentive Plan for Officers and Key Managers

    


    


    
      	
              Purposes
      and Introduction

               

            	
              The
      2010 Three-Year Performance Incentive Plan for Officers and Key Managers
      provides for Stock Options, Restricted Stock and Performance Awards under
      the Lance, Inc. 2007 Key Employee Incentive Plan (the “Incentive
      Plan”).  Except as otherwise expressly defined herein,
      capitalized terms shall be as defined in the Incentive Plan.

               

              The
      primary purposes of the 2010 Three-Year Performance Incentive Plan for
      Officers and Key Managers (the “2010 Plan”) are to:

               

              ·           Align
      officers’ and managers’ interests with those of stockholders by linking a
      substantial portion of compensation to the price of the Company’s Common
      Stock and to the Company’s financial performance based on the performance
      measures specified below.

               

              ·           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 Plan and the awards
      opportunities will be communicated to participants as soon as practical
      after the 2010 Plan is approved by the Compensation Committee of the Board
      of Directors.

               

              Each
      officer will be assigned a Target Incentive based on market and peer group
      data and each other participant will be assigned a Target Incentive,
      stated as a percent of base salary.  The Chief Executive Officer
      is assigned a Target Incentive based on his Employment
      Agreement.  Concurrently with the approval of the 2010 Plan, 25%
      of the Target Incentive will be awarded in the form of Nonqualified Stock
      Options and 25% will be awarded in the form of Restricted
      Stock.  The final 50% of the Target Incentive will be in the
      form of a Performance Award to be settled in shares of Common Stock after
      the completion of the 2010, 2011 and 2012 fiscal years (the “Performance
      Period”), based on the attainment of predetermined goals.

               

               

              For
      the 2010 Plan, participants will be eligible to earn the Performance Award
      based on the matrix on Exhibit A-1 hereto which incorporates the financial
      performance measures on Exhibit A-2 hereto, excluding special items and
      any acquisition or divestiture related activity for the first 12 months
      after the closing of the acquisition or divestiture, and relative total
      shareholder return of the peer companies listed on Exhibit A-3
      hereto.  The financial performance measures and relative total
      shareholder return are defined as follows:

               

              1.  Net
      Revenue (“Net Revenue”) is defined as the cumulative revenue and other
      operating revenue, net of returns, allowances, discounts and other sales
      deduction items for the 2010, 2011 and 2012 fiscal years, as audited and
      reported in the Company’s Forms 10-K for the 2010, 2011 and 2012 fiscal
      years.

               

              2.  Corporate
      Earnings Per Share (“Corporate EPS”) is defined as the cumulative fully
      diluted earnings per share of the Company for the 2010, 2011 and 2012
      fiscal years, as audited and reported in the Company’s Forms 10-K for the
      2010, 2011 and 2012 fiscal years.

               

              3.  Return
      on Invested Capital (“ROIC”) is defined as the average of the ROIC for the
      2010, 2011 and 2012 fiscal years, as audited and reported in the Company’s
      Forms 10-K for the 2010, 2011 and 2012 fiscal years, calculated as
      follows:

               

               Operating Income  x (1 - Tax
      Rate)

              Average Equity + Average Net
      Debt

               

              Operating
      Income shall be the Company’s actual earnings before interest and taxes
      and excluding other income and expense.

               

              Tax
      Rate for ROIC shall be the Company’s actual total effective income tax
      rate for each year.

               

              Average
      Net Debt shall be the Company’s average debt less average cash for each
      year.

               

              4.  Relative
      Total Shareholder Return (“RTSR”) is defined as the total shareholder
      return for Lance relative to a peer group of 24 companies.  Each
      peer company, including Lance will be compared to each other and put into
      four quadrants ranked from highest total shareholder return to lowest,
      with the highest in Quadrant One and the lowest in Quadrant
      Four.

               

              Total
      Shareholder Return is defined as the return of $100 invested in each stock
      at the beginning of the period compared to the value of that $100, with
      dividends reinvested, at the end of the measurement period.  The
      starting number of shares purchased for each peer company, including
      Lance, with $100 will be based on the average weekly stock price for the
      preceding year (2009).

               

              If
      any peer company ceases to be publicly traded during the Performance
      Period, the Russell 2000 Index will be inserted in its place; if a second
      peer company ceases to be publicly traded, the S&P 500 Index will be
      inserted in its place.

               

              Base
      salary shall be the annual rate of base compensation for the 2010 fiscal
      year  which is in effect on February 22, 2010; provided that for
      any award intended to satisfy the Performance-Based Exception, base salary
      shall be the annual rate of base compensation for the fiscal year which is
      set no later than March 31 of such fiscal year.

               

            
	
              Eligibility
      and Participation

            	
              Eligibility
      in the Plan is limited to Executive Officers and Key Managers in Salary
      Grade 18 and above who are key to Lance’s success. The Compensation
      Committee will review and approve participants nominated by the President
      and Chief Executive Officer.  An employee hired or promoted into
      an eligible position during the Performance Period will not participate in
      the 2010 Plan.  Participation in the 2010 Plan does not
      guarantee participation in any subsequent long-term incentive plans but
      will be reevaluated and determined on an annual basis.

               

              Exhibit
      A-4 and Exhibit A-5 include the list of 2010 Plan participants approved by
      the Compensation Committee on February 22, 2010.

               

            
	
              Target
      Incentives and

              Performance
      Measures

            	
              Each
      participant will be assigned a Target Incentive as specified
      above.  Participants, other than officers, will be assigned to a
      Performance Tier by Salary Grade.

               

              Performance
      Tier                                Performance Tier Description

               

              1                      Officer

              2                      Non-Officer
      Vice President

                                       
        3                      Key
      Managers

               

              For
      the Performance Awards, the 2010-2012 financial performance measures are
      on Exhibit A-1 attached hereto.  Percent of payout will be
      determined according to the matrix on Exhibit A-2 attached hereto which
      encompasses RTSR and the financial performance measures.

               

              The
      performance measures will be communicated to each participant as soon as
      practicable after it has been established.  Final Performance
      Awards will be calculated after the Compensation Committee has reviewed
      the Company’s audited financial statements for 2010, 2011 and 2012 and
      determined the performance level achieved.

               

              Exhibit
      A-4 and Exhibit A-5 list the Target Incentives for each participant for
      the 2010 Plan 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, except for Officers, will be
      calculated by multiplying each participant’s base salary by the
      appropriate Performance Tiers and percentages, as described
      below.

               

              Percentage of Base
      Salary

              Performance
      Tier                                for 2010 Target Incentives

              2                                35-45%

                                           
        3                                15-30%

               

              Final
      Performance Awards will be calculated, paid and granted after the
      Compensation Committee has reviewed the Company’s audited financial
      statements for 2010, 2011 and 2012 and determined the performance levels
      achieved.

               

            
	
              Awards

            	
              As
      further specified on Exhibit B-1 and Exhibit B-2, the Awards under the
      2010 Plan shall be as follows:

               

              1.  Stock
      Options.  Each participant shall receive Stock Options equal to
      25% in value of his or her Target Incentive.  The number of
      Stock Options awarded to each participant will equal the dollar value of
      the participant’s Stock Option Incentive divided by the Black-Scholes
      value of the Stock Options, with the result rounded up to the nearest
      multiple of three shares.

               

              The
      grant date for 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, which is the closing price 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 ten years.

               

              2.  Restricted
      Stock.  Each participant shall receive Restricted Stock equal to
      25% in value of his or her Target Incentive.  The number of
      shares of Restricted Stock awarded to each participant will equal the
      dollar value of the participant’s Restricted Stock Incentive divided by
      the closing price of the Common Stock on the date of award, with the
      results rounded up to the nearest multiple of three shares.

               

              The
      award date for Restricted Stock will be the date the awards are approved
      by the Compensation Committee and the value shall be the Fair Market Value
      of the Common Stock on the award date.  Each award of Restricted
      Stock will vest in three substantially equal annual installments beginning
      one year after the date of award.

               

              3.  Performance
      Awards.  Each participant shall receive a Performance Award
      equal to 50% in value of his or her Target Incentive.

               

              As
      a Performance Award, the number of shares of the Company’s Common Stock
      awarded will equal the applicable dollar value divided by the closing
      price for the Company’s Common Stock on the award date, with the result
      rounded up to the nearest multiple of three shares.  Such shares
      of Common Stock will be fully vested on the award date.

               

              For
      purposes of the 2010 Plan, the award date for shares of Common Stock as a
      Performance Award will be the date established by the Compensation
      Committee after completion of the Performance Period and the applicable
      performance level has been determined.

               

            
	
              Form
      and Timing of

              Awards

            	
              Awards
      will be made as soon as practicable after the performance level has been
      determined and approved by the Compensation Committee.  All
      awards will be rounded to the nearest multiple of three
      shares.

               

            
	
              Change
      In Status

            	
              An
      employee hired or promoted into an eligible position during the
      Performance Period will not participate in the 2010 Plan.

               

            
	
              Certain

              Terminations
      of

              Employment

            	
              Performance
      Awards

               

              In
      the event a participant voluntarily terminates employment (other than by
      Retirement) or is terminated involuntarily during or after the end of the
      Performance Period but before the applicable award date, the participant
      shall not receive any Performance Award hereunder.

               

              In
      the event of a participant’s death or Disability before the end of the
      Performance Period, any Performance Award will be determined on the date
      of such event based on target performance and paid out all in cash as soon
      as administratively practicable (but in no event more than 75 days) after
      the date of such event.  In the event of a participant’s death
      or Disability on or after the end of the Performance Period but before the
      applicable award date, any Performance Award will be determined based on
      actual performance and paid out all in cash on or about the applicable
      award date.

               

              If
      the event of a participant’s Retirement during or after the end of the
      Performance Period but before the applicable award date, any Performance
      Award will be determined based on actual performance and paid out all in
      cash on or about the applicable award date.

               

              Stock
      Options

               

              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 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.

               

              Restricted
      Shares

               

              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 for Restricted Stock (including any
      Restricted Stock granted in connection with a Performance Award following
      completion of the Performance Period) will be as follows:

               

              Voluntary termination (other than
      Retirement):  Unvested Restricted Stock will be forfeited
      as of the date of termination.

               

              Involuntary
      termination:  Unvested Restricted Stock will be forfeited
      as of the date of termination.

               

              Death:  Unvested Restricted Stock
      will become fully vested on the date of such event.

               

              Disability:  Unvested Restricted
      Stock will become fully vested on the date of such event.

               

              Retirement:  Unvested Restricted
      Stock will become vested pro rata based on the number of full months
      elapsed on the date of such event since the award date and any remaining
      unvested Restricted Stock will be forfeited as of such date.

               

              “Retirement”
      is defined under the Incentive Plan to mean 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, (i) unvested Stock Options and unvested
      Restricted Stock will vest as provided in the Incentive Plan and (ii) for
      outstanding Performance Awards pro rata payouts will be made all in cash
      at the greater of (1) Target Incentive or (2) actual results through the
      closing date with such proration based on the number of days in the
      Performance Period preceding the closing of the Change in Control
      transaction.  Payouts will be made within 30 days after the
      relevant transaction has been closed.

               

            
	
              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.

               

            
	
              Stockholder

              Approval

            	
              The
      2010 Plan and the awards hereunder are made pursuant to the Incentive
      Plan, which was approved by the Company’s stockholders at the Annual
      Meeting of Stockholders held on April 26, 2007.

               

            
	
              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, final award components and determination
      and amendments to the Plan.  For purposes of the Plan,
      acquisition performance will be excluded for the first twelve months after
      the acquisition and included in the results thereafter.  The
      Committee may adjust any award due to extraordinary events such as
      acquisitions, dispositions, required accounting adjustments or similar
      events, all as specified in Section 11(d) of the Incentive Plan; provided,
      however, that the Committee shall at all times be required to exercise
      this discretionary power in a manner, and subject to such limitations, as
      will permit all payments under the Plan to “covered employees,” as defined
      in Section 162(m) of the Internal Revenue Code, to continue to qualify as
      “performance-based compensation” for purposes of Section 162(m) of the
      Code.  In addition, under the Incentive Plan, the Committee
      retains the discretion to reduce any award amount from the amount
      otherwise determined under the applicable formula.  Subject to
      the foregoing, the decisions of the Committee shall be conclusive and
      binding on all participants.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
A-1

    Matrix

    


    
    

    
 

    
      
        	 
      	
                RELATIVE
      SHAREHOLDER RETURN QUADRANT

              
	 
      	
                Attainment

              	
                Quartile
      4

              	
                Quartile
      3

              	
                Quartile
      2

              	
                Quartile
      1

              
	
                FINANCIAL

              	
                PARAMETER

              	
                PERFORMANCE

              	
                Maximum

              	
                75%

              	
                100%

              	
                175%

              	
                250%

              
	
                Target

              	
                50%

              	
                75%

              	
                100%

              	
                150%

              
	
                Threshold

              	
                25%

              	
                50%

              	
                75%

              	
                100%

              
	
                Below
      Threshold

              	
                0%

              	
                25%

              	
                50%

              	
                75%

              


      

    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
A-2

    Performance
Measures

    


    


    
    

    

      
        	 
      	 	
                2010
      Three Year Plan

              	 
	 
      	 	
                Weighting

              	 	 	
                Threshold

                @50%

              	 	 	
                Target

                @100%

              	 	 	
                Maximum

                @200%

              	 
	
                Net
      Revenue

                     Cumulative
      for 2010 - 2012

              	 	 	50	%	 	$	2,860	 	 	$	3,044	 	 	$	3,328	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                EPS

                     Cumulative
      for 2010 - 2012

              	 	 	30	%	 	$	3.97	 	 	$	4.80	 	 	$	5.79	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ROIC

                      Average
      for 2010 - 2012

              	 	 	20	%	 	 	9.0	%	 	 	12.0	%	 	 	15.0	%
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      Notes:

       

        1    Acquisitions
and divestitures are excluded for the first twelve months post
close

      
 

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A-3

    Peer
Companies

    

      
        	 
      	
                Cap
      Size

              	 	
                Ticker

              	 	 	
                2006
      Avg Weekly Price

              	 	 	
                2009
      Avg Weekly Price

              	 	 	
                3
      Yr Investment of $100 is worth

              	 	 	
                2009
      Quartile Rank

              	 
	
                American
      Italian Pasta Company

              	
                Mid

              	 	
                AIPC

              	 	 	$	7.31	 	 	$	29.76	 	 	$	475.76	 	 	 	1	 
	
                Diamond
      Foods

              	
                Mid

              	 	
                DMND

              	 	 	$	16.97	 	 	$	27.91	 	 	$	209.22	 	 	 	1	 
	
                Green
      Mountain

              	
                Mid

              	 	
                GMCR

              	 	 	$	11.14	 	 	$	60.52	 	 	$	202.25	 	 	 	1	 
	
                Church
      & Dwight

              	
                Mid

              	 	
                CHD

              	 	 	$	37.57	 	 	$	54.85	 	 	$	160.89	 	 	 	1	 
	
                TreeHouse
      Foods

              	
                Mid

              	 	
                THS

              	 	 	$	25.15	 	 	$	31.35	 	 	$	154.50	 	 	 	1	 
	
                Smuckers

              	
                Mid

              	 	
                SJM

              	 	 	$	44.38	 	 	$	47.78	 	 	$	139.13	 	 	 	1	 
	
                Ralcorp

              	
                Mid

              	 	
                RAH

              	 	 	$	43.91	 	 	$	58.75	 	 	$	136.00	 	 	 	2	 
	
                General
      Mills

              	
                Large

              	 	
                GIS

              	 	 	$	52.34	 	 	$	58.73	 	 	$	134.35	 	 	 	2	 
	
                Lance

              	
                Mid

              	 	
                LNCE

              	 	 	$	21.79	 	 	$	23.26	 	 	$	120.71	 	 	 	2	 
	
                J&J
      Snacks

              	
                Mid

              	 	
                JJSF

              	 	 	$	33.36	 	 	$	38.12	 	 	$	119.77	 	 	 	2	 
	
                Lancaster
      Colony Group

              	
                Mid

              	 	
                LANC

              	 	 	$	41.50	 	 	$	45.14	 	 	$	119.71	 	 	 	2	 
	
                Kellogg

              	
                Large

              	 	K	 	$	47.35	 	 	$	45.86	 	 	$	112.36	 	 	 	2	 
	
                Hormel
      Foods

              	
                Mid

              	 	
                HRL

              	 	 	$	35.60	 	 	$	34.55	 	 	$	107.35	 	 	 	3	 
	
                Heinz

              	
                Large

              	 	
                HNZ

              	 	 	$	40.56	 	 	$	37.48	 	 	$	105.43	 	 	 	3	 
	
                DelMonte
      Foods

              	
                Mid

              	 	
                DLM

              	 	 	$	11.04	 	 	$	9.20	 	 	$	102.31	 	 	 	3	 
	
                ConAgra

              	
                Large

              	 	
                CAG

              	 	 	$	22.91	 	 	$	19.30	 	 	$	99.72	 	 	 	3	 
	
                Campbells

              	
                Large

              	 	
                CPB

              	 	 	$	34.90	 	 	$	30.17	 	 	$	96.86	 	 	 	3	 
	
                Flowers

              	
                Mid

              	 	
                FLO

              	 	 	$	27.68	 	 	$	23.22	 	 	$	85.85	 	 	 	3	 
	
                Kraft

              	
                Large

              	 	
                KFT

              	 	 	$	32.18	 	 	$	26.02	 	 	$	84.46	 	 	 	4	 
	
                Sara
      Lee

              	
                Large

              	 	
                SLE

              	 	 	$	17.12	 	 	$	10.12	 	 	$	71.15	 	 	 	4	 
	
                Hershey
      Co

              	
                Large

              	 	
                HSY

              	 	 	$	53.12	 	 	$	36.75	 	 	$	67.37	 	 	 	4	 
	
                Alberto
      Culver

              	
                Mid

              	 	
                ACV

              	 	 	$	43.67	 	 	$	25.22	 	 	$	67.07	 	 	 	4	 
	
                Hain
      Celestial

              	
                Mid

              	 	
                HAIN

              	 	 	$	25.69	 	 	$	16.52	 	 	$	66.18	 	 	 	4	 
	
                Hansen
      Natural

              	
                Mid

              	 	
                HANS

              	 	 	$	84.60	 	 	$	35.04	 	 	$	45.39	 	 	 	4	 


      

    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A-4

    2010
Three-Year Performance Incentive Plan for Officers

    

      
        	
                Name

              	
                Title

              	 	
                Target Incentive

              	 
	 
      	 
      	 	 	 
	
                David
      V. Singer

              	
                President
      and Chief Executive Officer

              	 	$	1,600,000	 
	
                Rick
      D. Puckett

              	
                Executive
      Vice President, Chief Financial Officer, Secretary and
      Treasurer

              	 	$	475,000	 
	
                Glenn
      A. Patcha

              	
                Senior
      Vice President – Sales
      and Marketing

              	 	$	420,000	 
	
                Blake
      W. Thompson

              	
                Senior
      Vice President – Supply
      Chain

              	 	$	350,000	 
	
                Kevin
      A. Henry

              	
                Senior
      Vice President and Chief Human Resources Officer

              	 	$	**	 
	
                Margaret
      E. Wicklund

              	
                Vice
      President, Controller and Assistant Secretary

              	 	$	**	 


      

___________________

    
      	
              **

            	
              Amounts
      are omitted for participants other than the Chief Executive Officer, Chief
      Financial Officer and other executive officers who were named in the
      Summary Compensation Table of the Company’s Proxy Statement for the 2010
      Annual Meeting of Stockholders.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B-1

    2010
Three-Year Performance Incentive Plan for Officers

    


    
      	
               

               

              Name

            	 	
              
              

              Stock
      Option  Incentive

            	 	 	
              Nonqualified

              Stock

              Options

            	 	 	
              Restricted

               Stock

               Awards

            	 	 	
              Restricted

               Stock
       Shares

            	 	 	
              Performance

               Award
      Opportunity

            	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              David
      V. Singer

               

            	 	$	400,000	 	 	 	85,287	 	 	$	400,000	 	 	 	18,198	 	 	$	800,000	 
	
              Rick
      D. Puckett

            	 	$	118,750	 	 	 	25,320	 	 	$	118,750	 	 	 	5,403	 	 	$	237,500	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Glenn
      A. Patcha

            	 	$	105,000	 	 	 	22,389	 	 	$	105,000	 	 	 	4,776	 	 	$	210,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Blake
      W. Thompson

            	 	$	87,500	 	 	 	18,657	 	 	$	87,500	 	 	 	3,981	 	 	$	175,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Kevin
      A. Henry

            	 	$	 	**	 	 	**	 	 	$	 	**	 	 	**	 	 	$	 	**
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Margaret
      E. Wicklund

            	 	$	 	**	 	 	**	 	 	$	 	**	 	 	**	 	 	$	 	**


    

    


    ___________________

    
      	
              **

            	
              Amounts
      are omitted for participants other than the Chief Executive Officer, Chief
      Financial Officer and other executive officers who were named in the
      Summary Compensation Table of the Company’s Proxy Statement for the 2010
      Annual Meeting of Stockholders.