ex103.htm


    Exhibit
10.3

    


    STATE OF
NORTH CAROLINA

    RETIREMENT
AGREEMENT

    COUNTY OF
MECKLENBURG

    


    THIS RETIREMENT AGREEMENT
(this “Agreement”) is entered into as of the Effective Date (as defined below)
by and between LANCE, INC., a North Carolina corporation (the “Company”), and
EARL D. LEAKE (“Leake”).

    


    STATEMENT
OF PURPOSE

    Leake has been employed by the Company
for many years and has contributed materially to the successful operation of the
Company’s business.  Leake has advised the Company of his intention to
retire, and the Company has expressed the desire to continue to have the benefit
of Leake’s advice, counsel and services during a transition period while his
duties and responsibilities are being transitioned to others.  The
Company recognizes Leake’s dedication to the Company and has expressed its
gratitude for his effective service.  Leake is currently a Senior Vice
President of the Company.

    


    During his employment with the Company,
Leake entered into an Amended and Restated Compensation and Benefits Assurance
Agreement and an Amended and Restated Executive Severance Agreement, both dated
April 24, 2008.  This Agreement terminates and replaces both of those
agreements.

    


    The parties have agreed to resolve all
issues relating to Leake’s employment with the Company and his retirement from
employment on the terms and conditions set forth in this Agreement.

    


    AGREEMENT

    


    NOW, THEREFORE, in
consideration of the Statement of Purpose and the terms and provisions of this
Agreement, the parties, meaning to be legally bound, hereto mutually agree as
follows:

    


    1. Definitions.  As
used herein, the following terms shall have the following meanings:

     

    
      	
               
      

            	
              (a)

            	
              “Affiliate” with
      reference to the Company means any Person that directly or indirectly is
      controlled by, or is under common control with, the Company, including
      each subsidiary of the Company.  For purposes of this definition
      the term “control” means the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of a
      Person, whether through ownership of voting securities, by contract or
      otherwise.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Amended and Restated
      Compensation and Benefits Assurance Agreement” means that certain
      Amended and Restated Compensation and Benefits Assurance Agreement between
      Leake and the Company, entered into on April 24,
  2008.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Amended and Restated
      Executive Severance Agreement” means that certain Amended and
      Restated Executive Severance Agreement between Leake and the Company,
      entered into on April 24, 2008.

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Code” means the
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Effective Date”
      with reference to this Agreement means the eighth (8th) day following the
      execution of this Agreement by Leake (if not previously revoked by Leake),
      if not a Saturday, Sunday or legal holiday, and if such day is a Saturday,
      Sunday or legal holiday, then the first business day following such eighth
      (8th) day.

            


    

    


    
      	
               
      

            	
              (f)

            	
              “Person” means
      any individual, corporation, association, partnership, business trust,
      joint stock company, limited liability company, foundation, trust, estate
      or other entity or organization of whatever
  nature.

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Retirement
      Benefit” means the “Retirement Benefit” as defined in, and in an
      amount determined in accordance with, the Amended and Restated Executive
      Severance Agreement.

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Retirement
      Date” means March 31, 2011.

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Termination
      Date” means the date of Leake’s Termination of
      Employment.

            


    

    


    
      	
               
      

            	
              (j)

            	
              “Termination of
      Employment” means Leake’s “termination of employment” with the
      Company within the meaning of Section 409A of the Code and the Company’s
      409A administrative policies, if
any.

            


    

    


    2. Retirement Date; Duties Pending
Retirement; Resignation From Offices.  The parties agree that
Leake will retire from his employment with the Company, effective on the
Retirement Date.

     

    During the period from the Effective
Date of this Agreement until the Retirement Date, Leake will publicly support
and diligently assist the Company in the transition of his duties and
responsibilities to others, and engage in special projects and perform such
other tasks consistent with his position as Senior Vice President, as reasonably
requested by the Company’s President or his designee.

    


    Leake does hereby resign from all
offices, committees and positions he holds with the Company and its Affiliates
(except the position of Senior Vice President of the Company), with such
resignation to be effective on the Effective Date of this
Agreement.  Leake does hereby resign from his position as Senior Vice
President of the Company, with such resignation to be effective on the
Retirement Date.  Leake will execute any additional resignation
letters, forms or other documents as requested by the Company that acknowledge
his resignation from such employment, positions, committees and
offices.

    


    3. Payments And Benefits To Be Provided
By The Company.  The Company agrees to pay or provide Leake
with payments and benefits under this Agreement as follows:

     

    
      	
               
      

            	
              (a)

            	
              Leake
      will continue to receive his current salary and current annual incentive
      level (as a participant in the 2009 Annual Performance Incentive Plan for
      Officers, and at the same incentive level as a participant in the
      Company’s 2010 Annual Performance Incentive Plan for Officers), through
      January 1, 2011, in accordance with the Company’s generally applicable
      policies and procedures; because he will not be required to work normal
      business hours during 2010, Leake agrees that salary continuation during
      this period shall exhaust Leake’s accrued vacation entitlement and any
      additional accrual of vacation or other paid time off relating to Leake’s
      employment and service with the Company up to and including the Retirement
      Date.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      Leake’s continuing service with the Company until the Retirement Date as
      set forth above, Leake will receive no salary or annual or long-term
      incentive compensation for the period from January 1, 2011 until the
      Retirement Date, provided,
      however, that Leake will receive the minimum nominal amount in
      salary sufficient to maintain Leake’s status as an employee to continue
      Leake’s eligibility for the Company’s normal employee and welfare
      benefits.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Leake
      will continue to receive an automobile allowance, at the same level as is
      currently in force, for the period from the Effective Date of this
      Agreement to the Retirement Date.

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              (d)

            	
              Leake
      will receive payment, in a lump sum, payable within thirty days of the
      Termination Date, of the Retirement Benefit; provided,
      however, that payment of the Retirement Benefit shall not be made
      until the date six months after the Termination Date to the extent
      required by Section 409A(a)(2)(B)(i) of the
  Code.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Leake
      is a participant in various Company-sponsored incentive plans, including
      the following:

            


    

    


    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

            	
              2007
      Three-Year Performance Incentive Plan for
  Officers;

            


    

     

    
      	
              (iii)  

            	
              2008
      Three-Year Performance Incentive Plan for Officers and Key Managers (as
      amended through December 11, 2008);

            


    

     

    
      	
              (iv)  

            	
              2009
      Three-Year Performance Incentive Plan for Officers and Key Managers;
      and

            


    

     

    
      	
              (v)  

            	
              2009
      Annual Performance Incentive Plan for
Officers.

            


    

     

    All of
Leake’s vested interests in these identified plans shall be determined in
accordance with Leake’s retirement on the Retirement Date, and shall be paid
when and as provided in, and otherwise subject to, the terms, provisions and
conditions of the applicable plans, and nothing in this Agreement shall modify
or override the terms, provisions or conditions of those plans.

     

    
      	
               
      

            	
              (f)

            	
              Leake
      will be permitted to participate in the Company’s 2010 Annual Performance
      Incentive Plan for Officers at the same incentive level as in the 2009
      Annual Performance Incentive Plan for
Officers.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Leake
      will not be a participant in the Company’s 2010 Three-Year Performance
      Incentive Plan for Officers and Key Managers, or in any 2011 Annual
      Performance Incentive Plan for Officers, or any multi-year performance
      incentive plan beginning in 2011.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Leake
      has participated, and will continue to be eligible to participate on the
      same basis as other active employees of the Company, in other Company
      sponsored benefit plans, including the Company’s Profit-Sharing and 401(k)
      Retirement Savings Plan, Compensation Deferral and Benefit Restoration
      Plan, Employee Stock Purchase Plan, group health plan and other welfare
      benefit plans (other than vacation, as provided above); all of Leake’s
      vested interests in such benefit plans shall be paid when and as provided
      in, and otherwise subject to, the terms, provisions and conditions of the
      applicable plans, and nothing in this Agreement shall modify or override
      the terms, provisions or conditions of those plans, and in that regard
      Leake shall become eligible for continuation coverage for health benefits
      under the group health plan following his Retirement Date to the extent
      (if any) and in the manner provided by the “COBRA” provisions of federal
      law.

            


    

    


    4. Termination Of All Other Benefits Not
Specified In This Agreement. The Company and Leake acknowledge and agree
that all other benefits and perquisites related to or resulting from Leake’s
employment and positions with the Company and its Affiliates, which are not
described and provided for in this Agreement, terminate on the Effective Date,
and that the Company has no further obligations with respect
thereto.  It is specifically agreed that the Amended and Restated
Compensation and Benefits Assurance Agreement and the Amended and Restated
Executive Severance Agreement, both dated April 24, 2008, are hereby terminated
and replaced by the compensation and benefits provided in this
Agreement.

     

    5. Employment Taxes And
Withholdings.  Leake acknowledges and agrees that the Company
shall withhold from the payments and benefits described in this Agreement all
taxes, including income and employment taxes, required to be so deducted or
withheld under applicable law.

     

    6. Return Of Company
Property.  On or before the Termination Date, Leake shall
return to the Company all Company property that Leake has had in Leake’s
possession at any time, including, but not limited to, Company records,
documents, tools, credit cards, entry cards, identification cards,
identification badges, keys, key fobs, laptop computers, computer software,
diskettes, tapes, passwords, sales materials, personnel data, handheld devices,
all equipment issued by the Company to Leake, and any materials of any kind
which contain or embody any proprietary or confidential information of the
Company (and all reproductions thereof).

     

    7. Confidential
Information.  Leake acknowledges that by reason of Leake’s
employment by the Company, Leake has had access to certain Company “Trade
Secrets” (as defined in the North Carolina Trade Secrets Protection Act,
N.C.G.S. §66-152), confidential product formulations and other proprietary
information about the Company’s business (collectively “Confidential
Information”).  Leake agrees that he shall not directly or indirectly
use, reveal, disclose or remove from the Company’s premises Confidential
Information or material containing Confidential Information, without the prior
written consent of the Company.  In addition, Leake represents that he
will return to the Company all property of the Company, including all
Confidential Information, which is now or may hereafter come into his
possession.

     

    8. Cooperation In Litigation And Other
Legal Matters.  Leake agrees that in the event information or
assistance is needed from Leake by the Company to defend or establish any legal
claims, Leake will cooperate with the Company in providing the assistance and
information.  Leake's assistance and cooperation shall include, but
not be limited to, providing informal interviews with the Company or its
representatives; supplying affidavits; appearing at and providing testimony in
depositions, hearings, arbitrations, administrative proceedings (including but
not limited to Equal Employment Opportunity Commission and National Labor
Relations Board proceedings), and state and federal court
trials.  This assistance and cooperation requirement shall apply to
any pending grievances, charges or litigation, and all future grievances,
charges or litigation.  Both parties agree to act reasonably and in
good faith in scheduling the dates, times and length of time during which Leake
will perform consulting services and provide assistance and cooperation in
litigation.

     

    9. Non-Solicitation Of Company
Employees.  For the duration of the period from the Effective
Date of this Agreement through twelve (12) consecutive calendar months
immediately following Leake’s Retirement Date, Leake shall not employ or engage
or solicit the employment or engagement of any person who is or was employed by
the Company at any time within the six (6) month period prior to the Effective
Date of this Agreement, or encourage any such person to end his or her
employment with the Company.  Notwithstanding the foregoing, it shall
not be a violation of this Paragraph for Leake to engage, solicit or recruit any
such person for service as a volunteer with a non-profit
organization.

     

    10. Mutual
Non-Disparagement.  Leake shall not at any time disparage or
make derogatory or negative comments, written or oral, about the Company, its
officers or employees.  Nothing in this paragraph prohibits Leake from
complying with a court order or lawful subpoena that Leake has not caused to be
issued.  The Company and its officers shall likewise refrain from
making negative or derogatory comments about Leake.

     

    11. Confidentiality Of This Agreement;
Employment Reference.  Leake shall not at any time, directly or
indirectly, discuss with or disclose to anyone (other than to members of his
immediate family, his attorneys, his tax advisors and the appropriate taxing
authorities or as otherwise required by law), the terms of this Agreement,
including the amounts payable hereunder.  If any person asks about the
above matters, he will simply say that all issues relating to his employment and
his retirement have been resolved.  The Company further agrees that if
any person makes inquiry concerning Leake, the Company will advise such person
only as to the dates of Leake’s employment with the Company, the positions held
and that Leake has retired or will retire from employment with the Company as of
March 31, 2011.

     

    12. Release Of The
Company.  Leake, on behalf of himself and his heirs, personal
representatives, successors and assigns, hereby releases and forever discharges
the Company and its Affiliates, and each and every one of their respective
present and former shareholders, directors, officers, employees and agents, and
each of their respective successors and assigns, from and against any and all
claims, demands, actions, causes of action, damages, costs and expenses,
including without limitation all “Employment-Related Claims,” which Leake now
has or may have by reason of any thing occurring, done or omitted to be done
prior to the Effective Date of this Agreement; provided, however, this release
shall not apply to any claims that Leake may have for the payments or benefits
expressly provided for Leake or otherwise specifically referred to in this
Agreement.  For purposes of this Agreement, “Employment-Related
Claims” means all rights and claims Leake has or may have:

     

    
      	
               
      

            	
              (a)

            	
              related
      to his employment by or status as an employee of the Company or any of its
      Affiliates or the termination of that employment or status or to any
      employment practices and policies of the Company, or its Affiliates;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              under
      the federal Age Discrimination in Employment Act of 1967, as amended
      (“ADEA”).

            


    

    


    13. Special ADEA Waiver
Acknowledgements.  LEAKE ACKNOWLEDGES AND AGREES THAT HE HAS
READ THIS AGREEMENT IN ITS ENTIRETY AND THAT THIS AGREEMENT CONTAINS A GENERAL
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING RIGHTS AND CLAIMS ARISING
UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS
AMENDED.  LEAKE FURTHER ACKNOWLEDGES AND AGREES THAT:

     

    
      	
               
      

            	
              (a)

            	
              THIS
      AGREEMENT DOES NOT RELEASE, WAIVE OR DISCHARGE ANY RIGHTS OR CLAIMS THAT
      MAY ARISE AFTER THE EFFECTIVE DATE OF THIS
  AGREEMENT;

            


    

    


    
      	
               
      

            	
              (b)

            	
              HE
      IS ENTERING INTO THIS AGREEMENT AND RELEASING, WAIVING AND DISCHARGING
      RIGHTS OR CLAIMS ONLY IN EXCHANGE FOR CONSIDERATION THAT HE IS NOT ALREADY
      ENTITLED TO RECEIVE;

            


    

    


    
      	
               
      

            	
              (c)

            	
              HE
      HAS BEEN ADVISED, AND IS BEING ADVISED IN THIS AGREEMENT, TO CONSULT WITH
      AN ATTORNEY BEFORE EXECUTING THIS
AGREEMENT;

            


    

    


    
      	
               
      

            	
              (d)

            	
              HE
      HAS BEEN ADVISED, AND IS BEING ADVISED IN THIS AGREEMENT, THAT HE HAS UP
      TO TWENTY-ONE (21) DAYS  WITHIN WHICH TO CONSIDER THIS AGREEMENT
      AND TO DELIVER (OR CAUSE TO BE DELIVERED) THIS AGREEMENT TO DAVID V.
      SINGER, PRESIDENT, AND THAT IF HE EXECUTES THIS AGREEMENT PRIOR TO THE
      EXPIRATION OF THE TWENTY-ONE (21) DAY PERIOD, THEN HE EXPRESSLY WAIVES HIS
      RIGHTS WITH RESPECT TO THE REMAINING TIME, AND THAT THE AGREEMENT WILL
      BECOME EFFECTIVE THE EIGHTH DAY AFTER HE SIGNS IT AS REFERENCED IN
      PARAGRAPH  13(e) BELOW;
AND

            


    

    


    
      	
               
      

            	
              (e)

            	
              HE
      IS AWARE THAT HE MAY REVOKE THIS AGREEMENT AT ANY TIME WITHIN SEVEN (7)
      DAYS AFTER THE DAY HE SIGNS THIS AGREEMENT AND THAT THIS AGREEMENT WILL
      NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EIGHTH DAY AFTER THE DATE
      THIS AGREEMENT IS SIGNED, ON WHICH DAY, THE EFFECTIVE DATE, THIS AGREEMENT
      WILL AUTOMATICALLY BECOME EFFECTIVE UNLESS PREVIOUSLY REVOKED WITHIN THAT
      SEVEN-DAY PERIOD.  HE IS ALSO AWARE THAT TO AFFECT A REVOCATION,
      HE MAY, WITHIN THE SEVEN-DAY PERIOD DELIVER (OR CAUSE TO BE DELIVERED) TO
      DAVID V. SINGER, PRESIDENT, NOTICE OF HIS REVOCATION OF THIS AGREEMENT NO
      LATER THAN 5:00 P.M. EASTERN TIME ON THE SEVENTH (7TH) DAY FOLLOWING HIS
      EXECUTION OF THIS AGREEMENT.

            


    

    


    14. Severability.   Each
provision of this Agreement is severable from every other provision of this
Agreement.  Any provision of this Agreement that is determined by any
court of competent jurisdiction to be invalid or unenforceable will not affect
the validity or enforceability of any other provision hereof or the invalid or
unenforceable provision in any other situation or any other
jurisdiction.  Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

     

    15. Applicable
Law.  This Agreement is made and executed with the intention
that the construction, interpretation and validity hereof shall be determined in
accordance with and governed by the laws of the State of North
Carolina.

     

    16. Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns.  This Agreement
shall be binding upon and inure to the benefit of Leake, his heirs, executors
and administrators.

     

    17. Compliance With
409A.  This Agreement is intended to comply with Section 409A
of the Internal Revenue Code, to the extent
applicable.  Notwithstanding any provision herein to the contrary,
this Agreement shall be interpreted and administered consistent with this
intent.

     

    18. Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes and
cancels all prior or contemporaneous oral or written agreements and
understandings between them with respect to the subject matter
hereof.

     

    


    IN WITNESS WHEREOF, the
Company has caused this Agreement to be signed by its duly authorized officer on
the execution date indicated below, and Leake has hereunto set his hand and seal
on the execution date indicated below.

    


    LANCE, INC.

    


    


    


    By   /s/ David V.
Singer                                                                           

    David V. Singer

    President

    


    Execution Date:   1/7/2010                                                                

    


    


    


    


       /s/ Earl
D.
Leake                                                                           

    Earl D. Leake

    


    Execution Date:   1/7/2010