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                                                                    Exhibit 10.1



                                   LANCE, INC.

               2002 Annual Performance Incentive Plan for Officers

Purposes and Introduction          The primary purposes of the 2002 Annual
                                   Performance  Incentive Plan for Officers
                                   are to:

                                   o        Motivate behaviors that lead to the
                                            successful achievement of specific
                                            sales, financial and operations
                                            goals that support Lance's stated
                                            business strategy.

                                   o        Emphasize link between participants'
                                            performance and rewards for meeting
                                            predetermined, specific goals.

                                   o        Improve the competitiveness of total
                                            cash pay opportunities.

                                   o        Help establish performance
                                            orientation at Lance and communicate
                                            to employees that greater
                                            responsibility carries greater
                                            rewards because more pay is "at
                                            risk."

                                   For 2002, participants will be eligible to
                                   earn incentive awards based on Company
                                   performance in Earnings Per Share (EPS),
                                   Lance Co. operating profit, Subsidiary
                                   operating profit and individual performance
                                   objectives.

                                   To achieve the maximum motivational impact,
                                   plan goals and the rewards that will be
                                   received for meeting those goals will be
                                   communicated to participants as soon as
                                   practical after the 2002 Plan is approved by
                                   the Compensation Committee of the Board of
                                   Directors.

                                   Each participant will be assigned a Target
                                   Incentive Award, 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.

                                   Following 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 fiscal year.

Eligibility and Participation      Eligibility in the Plan is limited to
                                   Officers of Lance and Presidents of its
                                   Subsidiaries 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
                                   CEO. Participation in one year does not
                                   guarantee participation in a following year,
                                   but instead will be reevaluated and
                                   determined on an annual basis.


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                                   Participants in the Plan may not participate
                                   in any other annual incentive plan (e.g.,
                                   sales incentives, etc.) offered by Lance or
                                   its affiliates. Attachment A includes the
                                   list of 2002 participants approved by the
                                   Compensation Committee at its January 24,
                                   2002 meeting.

Target Incentive Awards            Each participant will be assigned a Target
                                   Incentive Award expressed as a percentage of
                                   his or her Base Salary. Participants may be
                                   assigned Target Incentive Awards by position
                                   by salary level or based on other factors as
                                   determined by the President and CEO.

                                   Target Incentive Awards will be reevaluated
                                   at least every other year, if not annually.
                                   If the job duties of a position change during
                                   the year, or Base Salary is increased
                                   significantly, the Target Incentive Award
                                   shall be revised as appropriate.

                                   Attachment A lists the Target Incentive Award
                                   for each participant for the 2002 Plan Year.
                                   These Awards will be reviewed and adjusted
                                   annually by the Compensation Committee.
                                   Target Incentive Awards 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 Award by the
                                   appropriate percentage (based on financial
                                   and individual performance for the year, as
                                   described below).

Individual Performance             Each Officer (other than those named in the
                                   last sentence of this paragraph and the
                                   first sentence of the next paragraph) will
                                   receive 75% of his or her Incentive Award
                                   based on Earnings Per Share. The remaining
                                   25% of each Officer's Incentive Award will
                                   be based upon the determination by the
                                   Compensation Committee in its discretion as
                                   to the individual performance of the Officer
                                   in meeting his or her individual goals for
                                   the year. Presidents of Subsidiaries will
                                   receive 10% of his or her Incentive Award
                                   based on Earnings Per Share, 25% to 80% of
                                   the Incentive Award will be based on the
                                   operating profit of his or her Subsidiary or
                                   other Subsidiary for which he or she is
                                   responsible, with the remaining percentage
                                   of each Subsidiary President's Incentive
                                   Award based upon the determination by the
                                   Compensation Committee in its discretion as
                                   to the individual performance of the
                                   Subsidiary President in meeting his or her
                                   individual goals for the year.

Performance Measures and           The 2002 financial performance measure will
Weightings                         be Earnings Per Share except that for the
                                   Vice President/President of Lance Co. the
                                   financial performance measures will be 10%
                                   Earnings Per Share, 80% Lance Co. operating
                                   profit and 10% DSD sales growth and for the
                                   Vice President - Sales for Lance Co. the
                                   financial performance measure will be 80%
                                   Lance Co. operating profit, 15% DSD sales
                                   growth and 5% DSD safety. Specific goals and
                                   related payouts are shown below.

                                       2
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<TABLE>
<CAPTION>
                                                                          2002 Goals and Related Payouts
                                                             --------------------------- ------------------------------
                                                                                         Payout as Percent
                                  Performance Measure        Goal                        of Target Award
                                  -------------------------- --------------------------- ------------------------------
                                  <S>                        <C>                         <C>

                                  Corporate EPS

                                  Minimum                    2002 Annual EPS: $*         50% (if met at minimum)
                                                                                         If minimum is not met, no
                                                                                         payouts will be earned

                                  Target                     2002 Annual EPS: $*         100% (if met at target)

                                  Maximum                    2002 Annual EPS: $*         200% (if met at maximum)

                                  ------------
                                  Lance Co. Operating Profit

                                  Minimum                    2002 Annual Operating       50% (if met at minimum)
                                                             Profit:  $* million         If minimum is not met, no
                                                                                         payouts will be earned

                                  Target                     2002 Annual Operating       100% (if met at target)
                                                             Profit:  $* million

                                  Maximum                    2002 Annual Operating       200% (if met at maximum)
                                                             Profit:  $* million

                                  ------------
                                  Vista Operating Profit

                                  Minimum                    2002 Annual Operating       50% (if met at minimum)
                                                             Profit:  $* million         If minimum is not met, no
                                                                                         payouts will be earned

                                  Target                     2002 Annual Operating       100% (if met at target)
                                                             Profit:  $* million

                                  Maximum                    2002 Annual Operating       200% (if met at maximum)
                                                             Profit:  $* million

                                  ------------
                                  Cape Cod Operating Profit

                                  Minimum                    2002 Annual Operating       50% (if met at minimum)
                                                             Profit:  $* million         If minimum is not met, no
                                                                                         payouts will be earned

                                  Target                     2002 Annual Operating       100% (if met at target)
                                                             Profit:  $* million

                                  Maximum                    2002 Annual Operating       200% (if met at maximum)
                                                             Profit:  $* million

                                  ------------
                                  Tamming Operating Profit

                                  Minimum                    2002 Annual Operating       50% (if met at minimum)
                                                             Profit:  $* million         If minimum is not met, no
                                                                                         payouts will be earned

                                  Target                     2002 Annual Operating       100% (if met at target)
                                                             Profit:  $* million

                                  Maximum                    2002 Annual Operating       200% (if met at maximum)
                                                             Profit:  $* million
</TABLE>

                                   [*Targets not required to be disclosed.]

                                       3
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                                   Percent of payout will be determined on a
                                   straight line basis between minimum and
                                   maximum. There will be no payouts based on
                                   EPS or operating profit unless the minimum
                                   EPS or operating profit is reached.

                                   The performance measures, specific numerical
                                   goals and the role of individual performance
                                   in determining final payouts will be
                                   communicated to each participant at the
                                   beginning of the year. Final performance
                                   awards will be calculated after the Committee
                                   has reviewed the Company's audited financial
                                   statements for 2002 and determined the
                                   performance level achieved.

                                   Minimum, Target and Maximum levels will be
                                   defined at the beginning of each year for
                                   each performance measure.

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

                                   o        Maximum: Excellent; deserves an
                                            above-market bonus

                                   o        Target: Normal or expected
                                            performance; deserves market level
                                            bonus

                                   o        Minimum: Lowest level of performance
                                            deserving payment above base salary;
                                            deserves below market bonus

                                   o        Below minimum: Deserves no
                                            additional pay beyond base salary

Form and Timing of                 Final award payments will be made in cash as
Payments                           soon as practicable after award amounts are
                                   approved by the Compensation Committee of the
                                   Board of Directors. All awards will be
                                   rounded to the nearest $100.

Change In Status                   In the event that a participant changes
                                   positions during the plan year, whether due
                                   to promotion, demotion or lateral move, at
                                   the discretion of the President and CEO,
                                   awards may be prorated for the year based on
                                   the length of time in each position.

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

                                       4
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Certain Terminations of            In the event a participant voluntarily
Employment                         terminates  employment or is terminated
                                   involuntarily before the end of the year,
                                   any award will be forfeited. In the event of
                                   death, permanent disability, or normal or
                                   early retirement, the award will be paid on
                                   a pro rata basis after the end of the plan
                                   year. Awards otherwise will be calculated on
                                   the same basis as for other participants,
                                   except that any adjustment for individual
                                   performance will be based on performance
                                   prior to the termination of employment.

Change In Control                  In the event of a Change in Control, pro rata
                                   payouts will be made at the greater of (1)
                                   Target 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.

                                   For this purpose, a Change in Control is
                                   defined as when any person, corporation or
                                   other entity and its affiliates (excluding
                                   members of the Van Every Family and any
                                   trust, custodian or fiduciary for the benefit
                                   of any one or more members of the Van Every
                                   Family) acquires or contracts to acquire or
                                   otherwise controls in excess of 35% of the
                                   then outstanding equity securities of the
                                   Company. For the purposes of this plan, the
                                   Van Every Family shall mean the lineal
                                   descendants of Salem A. Van Every, Sr.,
                                   whether by blood or adoption, and their
                                   spouses.

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 awards 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 CEO, shall be approved by the
                                   Compensation Committee.

Governance                         The Compensation Committee of the Board of
                                   Directors of Lance, Inc. is ultimately
                                   responsible for the administration and
                                   governance of the Plan. Actions requiring
                                   Committee approval include final
                                   determination of plan eligibility and
                                   participation, identification of performance
                                   goals and final award determination. The
                                   decisions of the Committee shall be
                                   conclusive and binding on all participants.

                                       5

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                                  Attachment A



   Name                   Title                            Award        Target
   ----                   -----                            -----        ------
P. A. Stroup, III     President & CEO                        *%           $*

R. G. Tucker          Vice President and                     *%           $*
                        President, Lance Co.

L. R. Gragnani, Jr.   Vice President                         *%           $*
                        - Information Technology/CIO

E. D. Leake           Vice President                         *%           $*
                        - Human Resources

F. I. Lewis           Vice President                         *%           $*
                        - Sales

B. C. Preslar         Vice President                         *%           $*
                        - Finance/CFO

D. R. Perzinski       Treasurer                              *%           $*

M. E. Wicklund        Controller and                         *%           $*
                        Assistant Secretary

H. D. Fields          President, Vista Bakery, Inc.          *%           $*

A. C. Cusano          President, Cape Cod Potato             *%           $*
                        Chip Company Inc.

D. Nowlan             President, Tamming Foods Ltd.          *%           $*

[Target awards omitted for participants as targets not required to be
disclosed.]