ex101.htm


    Exhibit
10.1

    


    LANCE, INC.

    


    2010
Annual Performance Incentive Plan for Officers

    


    
      	
              Purposes
      and Introduction

               

               

            	
              The
      2010 Annual Performance Incentive Plan provides for 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 Annual Performance Incentive Plan for
      Officers (the “2010 Plan”) are to:

               

              ·Motivate
      behaviors that lead to the successful achievement of specific sales,
      financial and operations goals that support Lance’s stated business
      strategy and to align participants’ interests with those of
      stockholders.

               

              ·Emphasize link
      between participants’ performance and rewards for meeting predetermined,
      specific goals.

               

              ·Focus
      participant’s attention on operational effectiveness from both an earnings
      and an investment perspective.

               

              ·Promote the
      performance orientation at Lance and communicate to employees that greater
      responsibility carries greater rewards.

               

              For
      2010, participants will be eligible to earn incentive awards based on the
      performance measures listed on Exhibit A hereto and defined as
      follows:

               

              1.Net
      Revenue is defined as sales and other operating revenue, net of returns,
      allowances, discounts and other sales deduction items for the 2010 fiscal
      year, as audited and reported in the Company’s Form 10-K for the 2010
      fiscal year.

               

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

               

              3.Cash
      Flow From Operations is defined as the net cash flow from operating
      activities for the 2010 fiscal year, as audited and reported in the
      Company’s Form 10-K for the 2010 fiscal year.

               

              To
      achieve the maximum motivational impact, plan goals and the awards that
      will be received for meeting those goals 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
      participant will be assigned a Target Incentive, stated as a percent of
      base salary.  The Target Incentive Award, or a greater or lesser
      amount, will be earned at the end of the Plan Year based on the attainment
      of predetermined goals.

               

              Base
      salary shall be the annual rate of base compensation for the Plan Year
      which is set no later than April of such Plan Year; provided that for any
      award intended to satisfy the Performance-Based Exception, base salary
      shall be the annual rate of base compensation for the Plan Year which is
      set no later than March 31 of such Plan Year.

               

              Not
      later than 75 days after fiscal year-end, 100% of the awards earned will
      be payable to participants in cash.

               

            
	
              Plan
      Year

            	
              The
      period over which performance will be measured is the Company’s 2010
      fiscal year (the “Plan Year”).

               

            
	
              Eligibility
      and Participation

            	
              Eligibility
      in the Plan is limited to Officers of Lance who are key to Lance’s
      success. The Compensation Committee of the Board of Directors will review
      and approve participants nominated by the President and Chief Executive
      Officer.  Participation in one year does not guarantee
      participation in a following year, but instead will be reevaluated and
      determined on an annual basis.

               

              Participants
      in the Plan may not participate in any other annual incentive plan (e.g.,
      sales incentives, etc.) offered by Lance or its
      affiliates.  Exhibit B includes the list of 2010 participants
      approved by the Compensation Committee at its February 8, 2010
      meeting.

               

            
	
              Target
      Incentive Awards

            	
              Each
      participant will be assigned a Target Incentive expressed as a percentage
      of his or her base salary.  Participants may be assigned Target
      Incentives by position, by salary level or based on other factors as
      determined by the Compensation Committee.

               

              Target
      Incentives will be reevaluated at least every other year, if not
      annually.  If the job responsibility of a position changes
      during the year, or base salary is increased significantly, the Target
      Incentive shall be revised as appropriate.

              Exhibit
      B lists the Target Incentive for each participant for the Plan
      Year.  Target Incentives will be communi­cated to each
      participant as close to the beginning of the year as practicable, in
      writing.  Final awards will be calculated by multiplying each
      participant’s Target Incentive by the appropriate percentage (based on
      performance for the year, as described below).

               

            
	
              Performance
      Measures and Award Funding

            	
              The
      2010 performance measures are on Exhibit A attached hereto.

               

                                
      Threshold                  Target                   Maximum

              Award
      Level
      Funded                                                       50%                      100%                        200%

               

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

               

              The
      payout for the Net Revenue performance measure shall not exceed Target if
      the Corporate EPS performance measure does not equal or exceed its
      Threshold.

               

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

               

            
	 
      	
              Threshold,
      Target and Maximum levels will be defined at the beginning of each Plan
      Year for each performance measure.

               

              The
      following definitions for the terms Maximum, Target and Threshold should
      help set the goals for each year, as well as evaluate the
      payouts:

              ·Maximum:  Excellent;
      deserves an above-market incentive

              ·Target:  Normal
      or expected performance; deserves market-level incentive

              ·Threshold:
      Lowest level of performance deserving payment above base salary; deserves
      below-market incentive

               

            
	
              Individual
      Performance

            	
              Each
      participant will receive 35% of his or her Target Incentive Award based on
      Net Revenue, 45% of his or her Target Incentive Award based on Corporate
      EPS, and 20% of his or her Target Incentive Award based on Cash Flow From
      Operations.

               

            
	
              Form
      and

              Timing
      of

              Payments

            	
              Final
      award payments will be made in cash as soon as practicable after award
      amounts are approved by the Compensation Committee of the Board of
      Directors, but not more than 75 days after the end of the Company’s 2010
      fiscal year.  All awards will be rounded to the nearest
      $100.

               

            
	
              Change
      in Status

            	
              An
      employee hired into an eligible position during the Plan Year may
      participate in the Plan for the balance of the Plan Year on a pro rata
      basis.

               

            
	
              Certain
      Terminations of

              Employment

            	
              In
      the event a participant voluntarily terminates employment (other than
      Retirement) or is terminated involuntarily during the Plan Year, any Award
      will be forfeited.  In the event of death, Disability or
      Retirement during the Plan Year, the Award will be paid on a pro rata
      basis based on the actual performance determined after the end of the Plan
      Year.  In the event of any termination of employment after the
      end of the Plan Year (including death, Disability, Retirement, voluntary
      termination or involuntary termination for any reason), any Award will be
      determined based on actual performance and paid at the same time as Awards
      are paid to all other participants.

               

              “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, pro rata payouts will be made at the
      greater of (1) Target Incentives or (2) actual results for the
      year-to-date, based on the number of days in the Plan Year preceding the
      Change in Control.  Payouts will be made within 30 days after
      the relevant transaction has been completed.

               

            
	
              Withholding

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

               

            
	
              Communications

            	
              Progress
      reports should be made to participants quarterly showing the year-to-date
      performance results and the percentage of Target Incentives that would be
      earned if results remain at that level for the entire year.

               

            
	
              Executive
      Officers

            	
              Notwithstanding
      any provisions to the contrary above, participation, Target Incentive
      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, performance objectives and final award
      determination.  The Committee may adjust any award due to
      extraordinary events such as acquisitions, dispositions, discontinued
      operations, 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

    


    Performance
Measures

    


    Performance
Measure                                                                Weight                                           Threshold                   Target        
Maximum

    


    Net
Revenue*                                                                    35%                                               
 $930
million              $975
million     $1,030 million

    


    Corporate
EPS*                                                         45%                               
 $1.20                       
  $1.45                         $1.75

       


    Cash Flow
From
Operations*                                                  20%                                          $71
million                 $83
million          $97 million

    


    _______________

    


    
      	
               
      

            	
              *
      Excludes acquisitions, divestitures and special items, which are
      significant one-time income or expense
items.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

    


    


    
      	
               

              Name

            	
               

              Title

            	 	
              Award

              Percentage

            	 	 	
              Target

              Incentive

            	 
	 
      	 
      	 	 	 	 	 	 
	
              David
      V. Singer

            	
              President
      and Chief Executive Officer

            	 	 	100	%	 	$	700,000	 
	 
      	 
      	 	 	 	 	 	 	 	 
	
              Rick
      D. Puckett

            	
              Executive
      Vice President,

              Chief
      Financial Officer,

              Treasurer
      and Secretary

            	 	 	60	%	 	$	248,000	 
	 
      	 
      	 	 	 	 	 	 	 	 
	
              Glenn
      A. Patcha

            	
              Senior
      Vice President –

              Sales
      and Marketing

            	 	 	50	%	 	$	185,600	 
	 
      	 
      	 	 	 	 	 	 	 	 
	
              Blake
      W. Thompson

            	
              Senior
      Vice President - Supply Chain

            	 	 	50	%	 	$	154,700	 
	 
      	 
      	 	 	 	 	 	 	 	 
	
              Kevin
      A. Henry

            	
              Senior
      Vice President and Chief Human Resources Officer

            	 	 	**	%	 	$	** 	 
	 
      	 
      	 	 	 	 	 	 	 	 
	
              Earl
      D. Leake

            	
              Senior
      Vice President

            	 	 	50	%	 	$	140,300	 
	 
      	 
      	 	 	 	 	 	 	 	 
	
              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.