Exhibit 10.5






Exhibit 10.5




	 	 	 
	STATE OF NORTH CAROLINA

	 	AMENDED AND RESTATED
	 

	 	COMPENSATION AND BENEFITS
	COUNTY OF MECKLENBURG

	 	ASSURANCE AGREEMENT






     THIS AMENDED AND RESTATED COMPENSATION AND BENEFITS ASSURANCE AGREEMENT, entered into as of
April 24, 2008, by and between Lance, Inc., a North Carolina corporation, (the “Company,”) and
                     (the “Executive”);



STATEMENT OF PURPOSE




     Executive is a key employee of the Company and has the ability and experience to contribute
materially to the successful operation of the Company’s business. Therefore, it is important to
the continued success of the Company that the Company continue to have the benefit of Executive’s
advice, counsel and services, and for such reasons the Company desires to provide Executive with
the benefits set forth in this Amended and Restated Compensation and Benefits Assurance Agreement
(as amended and restated, this “Agreement”). The Executive and the Company previously entered into
a Compensation and Benefits Assurance Agreement dated                     
            (the “Prior
Agreement”). The Executive and the Company now desire to amend and restate the Prior Agreement for
purposes of compliance with Internal Revenue Code Section 409A and the final regulations issued
thereunder.



     NOW, THEREFORE, in consideration of the Statement of Purpose and of the mutual covenants and
agreements herein set forth and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Executive do hereby agree as follows:



     1. Definitions. As used in this Agreement, unless the context expressly indicates otherwise,
the following terms have the following meanings:



     (a) “Affiliates” of an entity means any and all corporations and other business
entities which, directly or indirectly, control, are controlled by, or are under common control
with such entity.



     (b) “Base Salary” means, at any time, the then regular annual rate of pay which
Executive is receiving as annual salary, excluding amounts (i) designated by the Company as payment
toward reimbursement of expenses or (ii) received under incentive or other bonus plans, regardless
of whether or not the amounts are deferred.



     (c) “Beneficial Owner” has the meaning ascribed to such term in Section 13(d) of the
Exchange Act and Rule 13d-3 of the General Rules and Regulations under the Exchange Act.



     (d) “Board” means the Board of Directors of the Company or any committee of the Board
to which the Board has delegated, either specifically or generally, the duties and authority of the
Board for the particular action or determination required or permitted to be made by the Board.



 









 





     (e) “Cause” means the occurrence of any one or more of the following:




	 	(i)	 	A demonstrably willful and deliberate act or failure to
act by Executive (other than as a result of incapacity due to physical
or mental illness) which is committed in bad faith, without reasonable
belief that such action or inaction is in the best interests of the
Company, which causes actual material financial injury to the Company
and which act or inaction is not remedied within fifteen (15) business
days of written notice from the Company; or

	 
	 	(ii)	 	The Executive’s conviction for committing an act of
fraud, embezzlement, theft, or any other act constituting a felony
involving moral turpitude or causing material harm, financial or
otherwise, to the Company.





“Cause” must be determined by the Board in the exercise of good faith and reasonable judgment.




     (f) “Change in Control” means, and shall be deemed to have occurred upon, the first to
occur of any of the following events:




	 	(i)	 	Any Outside Person becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing
twenty-five percent (25%) or more of the combined voting power of the
Company’s then outstanding securities; or

	 
	 	(ii)	 	During any period of two (2) consecutive years (not
including any period prior to the date hereof), individuals who at the
beginning of such period constitute the Board of Directors of the
Company (and any new Director, whose nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds
(2/3) of the Directors then in office who either were Directors at the
beginning of the period or whose nomination for election was so
approved) cease for any reason to constitute a majority of the members
of the Board of Directors of the Company; or

	 
	 	(iii)	 	The stockholders of the Company approve: (i) a plan of
complete liquidation of the Company; or (ii) an agreement for the sale
or disposition of all or substantially all of the Company’s assets
other than a sale or disposition of all or substantially all of the
Company’s assets to an entity at least sixty percent (60%) of the
combined voting power of the voting securities of which are owned by
the stockholders of the Company in substantially the same proportions
as their ownership of the Company immediately prior to such sale or
disposition; or





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	 	(iv)	 	The stockholders of the Company approve a merger,
consolidation, or reorganization of the Company with or involving any
other corporation, other than a merger, consolidation, or
reorganization that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) or any parent thereof at least
sixty percent (60%) of the combined voting power of the voting
securities of the Company (or such surviving entity) outstanding
immediately after such merger, consolidation, or reorganization.





However, in no event shall a “Change in Control” be deemed to have occurred if Executive is part of
a purchasing group which consummates the Change in Control transaction. Executive shall be deemed
“part of a purchasing group” for purposes of the preceding sentence if Executive is an equity
participant in the acquiring company or group or surviving entity (the “Purchaser”) except for
ownership of less than one percent (1%) of the equity of the Purchaser.




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



     (h) “Company” means Lance, Inc., a North Carolina corporation, and such term includes
any or all of its Affiliates.



     (i) “Effective Date” means the date of the Prior Agreement.



     (j) “Excess Parachute Payment” means “excess parachute payment” within the meaning of
Section 280G of the Code.



     (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, or any successor act thereto.



     (l) “Excise Tax” means the tax imposed on Excess Parachute Payments pursuant to
Section 280G and Section 4999 of the Code.



     (m) “Good Reason” means the occurrence of any one or more of the following, without
Executive’s prior express written consent, within the thirty-six (36) calendar months immediately
following a Change in Control:




	 	(i)	 	The assignment of Executive to duties inconsistent with
Executive’s authorities, duties, responsibilities, and status as an
officer of the Company, or a reduction or alteration in the nature or
status of Executive’s authorities, duties or responsibilities from
those in effect as of one hundred eighty (180) calendar days prior to
the Change in Control, other than an insubstantial and inadvertent act
that is remedied by the Company promptly after receipt of notice
thereof given by Executive;





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	 	(ii)	 	The Company’s requiring Executive to be based at a
location in excess of fifty (50) miles from the location of Executive’s
principal job location or office immediately prior to the Change in
Control, except for required travel on the Company’s business to an
extent consistent with Executive’s then present business travel
obligations;

	 
	 	(iii)	 	A reduction by the Company of Executive’s Base Salary
in effect on the date hereof, or as the same shall be increased from
time to time;

	 
	 	(iv)	 	The failure of the Company to keep in effect any of the
Company’s compensation, health and welfare benefits, or perquisite
programs under which Executive receives value, as such programs exist
immediately prior to the Change in Control; provided, however, the
replacement of an existing program with a new program will be
permissible (and not grounds for a Good Reason termination if done for
all employees generally and the value to be delivered to Executive
under the new program is at least as great as the value delivered to
Executive under the existing program); or

	 
	 	(v)	 	Any breach by the Company of its obligations under
Paragraph 6 herein or any failure of a successor company to assume and
agree to perform the Company’s entire obligations under this Agreement
as required by Paragraph 6 herein.







“Good Reason” shall be determined by Executive in the exercise of good faith and reasonable
judgment. Executive’s right to terminate employment for Good Reason shall not be affected
by Executive’s incapacity due to physical or mental illness. Executive’s continued
employment shall not constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason herein, and any such consent or waiver must be in
writing and signed by Executive.



     (n) “Member of the Van Every Family” means (i) a lineal descendant of Salem A. Van
Every, Sr., including adopted persons as well as persons related by blood, (ii) a spouse of an
individual described in clause (i) of this Paragraph 1(n) or (iii) a trust, estate, custodian and
other fiduciary or similar account for an individual described in clause (i) or (ii) of this
Paragraph 1(n).



     (o) “Outside Person” means any Person other than (i) a Member of the Van Every Family,
(ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company
or (iii) a corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.



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     (p) “Person” has the meaning ascribed to said term in Section 3(a)(9) of the Exchange
Act as modified and used in Sections 13(d) and 14(d) of the Exchange Act, including a “group” as
defined in Section 13(d) of the Exchange Act.



     (q) “Qualifying Termination” has the meaning ascribed to said term in Paragraph 4(b)
hereof.



     (r) “Severance Benefits” has the meaning ascribed to said term in Paragraph 4(c)
hereof.



     (s) “Termination of Employment” means any termination of employment (as defined in
Section 409A of the Code and the Company’s administrative policies, if any) with either the Company
or any successor to the Company that acquires all or substantially all of the business and/or
assets of the Company (whether direct or indirect, by purchase, merger, consolidation or
otherwise); provided, however, no termination of employment shall be deemed to have occurred by
reason of such an acquisition unless there is either (i) a termination of employment with both the
Company and such successor or (ii) a termination of employment with the Company and no successive
employment by such successor.



     2. Term of Agreement.



     (a) The term of this Agreement will commence on the Effective Date and shall continue in
effect until the third anniversary of the Effective Date (the “Initial Term”).



     (b) The Initial Term of this Agreement automatically shall be extended for one additional year
at the end of the Initial Term, and then again after each one (1) year period thereafter (each such
one (1) year period following the Initial Term being hereinafter referred to as a “Successive
Period”). However, subject to Paragraph 2(c) herein either party may terminate this Agreement
effective at the end of the Initial Term or at the end of any Successive Period thereafter (the
“Expiration Date”) by giving the other party written notice of such termination and intent not to
renew, delivered at least one (1) year prior to the Expiration Date. If such notice is properly
delivered by either party, this Agreement, along with all corresponding rights, duties and
covenants, shall automatically expire on the Expiration Date.



     (c) Notwithstanding the foregoing, in the event that a Change in Control occurs during the
Initial Term or any Successive Period, upon the effective date of such Change in Control the term
of this Agreement shall automatically and irrevocably be renewed and extended for a period of
thirty-six (36) full calendar months from the effective date of such Change in Control (the “Change
in Control Renewal Period”), and this Agreement shall automatically terminate upon the expiration
of the Change in Control Renewal Period. Further, this Agreement shall be assigned to, and shall
be assumed by, the successor to the Company in such Change in Control as further provided in
Paragraph 6 herein.



     3. Employment. The Company shall employ Executive to perform such tasks as the Company shall
specify from time to time. Executive agrees to devote his full time during customary business
hours and his best efforts to the business and affairs of the Company.



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Executive’s employment with the Company, however, may be terminated by either Executive or the
Company at any time, with or without Cause, upon notice by the party wishing to terminate such
employment to the other party, and nothing in this Agreement shall give Executive any right to be
retained in the employ of the Company or, upon dismissal, any rights except as expressly otherwise
provided herein.




     4. Change in Control Severance Benefits.



     (a) The Company shall pay Executive the Severance Benefits described in Paragraph 4(c) herein
if during the Initial Term or any Successive Period a Change in Control occurs and if within the
thirty-six (36) calendar months immediately following such Change in Control, Executive incurs a
Qualifying Termination. The Severance Benefits described in Subparagraphs (4)(c)(i) through (iv)
herein shall be paid to Executive in cash in a single lump sum as soon as practicable following
Executive’s Qualifying Termination, but in no event later than thirty (30) calendar days after such
date. Notwithstanding the foregoing, however, Severance Benefits which become due pursuant to
Paragraphs 4(b)(iv) and 6(a) herein shall be paid immediately.



     (b) The occurrence of any one or more of the following events (a “Qualifying Termination”)
within the thirty-six (36) calendar months immediately following a Change in Control of the Company
which occurred during the Term or any Successive Period shall entitle Executive to receive the
Severance Benefits:




	 	(i)	 	Executive’s involuntary Termination of Employment
without Cause;

	 
	 	(ii)	 	Executive’s voluntary Termination of Employment for
Good Reason;

	 
	 	(iii)	 	Executive’s voluntary Termination of Employment, with
or without Good Reason, during the thirteenth (13th) calendar month
following the month during which the Change in Control occurs; or

	 
	 	(iv)	 	The Company, or any successor company, commits a
material breach of any of the provisions of this Agreement.





A Qualifying Termination shall not include Executive’s Termination of Employment within thirty-six
(36) calendar months following a Change in Control by reason of death, disability [as such term is
defined under the Company’s governing disability plan (or any successor plan thereto)], Executive’s
voluntary Termination of Employment without Good Reason except as otherwise expressly provided in
Paragraph 4(b)(iii) above, or Executive’s involuntary Termination of Employment for Cause.
Moreover, a Termination of Employment which occurs before a Change in Control or later than
thirty-six (36) months following a Change in Control shall not constitute a Qualifying Termination.




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     (c) The “Severance Benefits” provided for in Paragraphs 4(a) and (b) herein are as follows:




	 	(i)	 	A lump-sum cash amount equal to the Executive’s unpaid
Base Salary , accrued vacation pay, unreimbursed business expenses, and
all other items earned by and owed to the Executive through and
including the date of Executive’s Qualifying Termination. Such payment
shall constitute full satisfaction for these amounts owed to Executive.

	 
	 	(ii)	 	A lump-sum cash amount equal to the sum of (A) three
(3) multiplied by the Executive’s Base Salary in effect upon the date
of the Qualifying Termination or, if greater, by Executive’s Base
Salary in effect immediately prior to the occurrence of the Change in
Control plus (B) three (3) multiplied by the greater of (I) Executive’s
annual bonus actually earned by Executive (whether or not deferred)
during the bonus plan year which ended immediately prior to the
Qualifying Termination or (II) Executive’s then-current target bonus
opportunity (stated in terms of a percentage of Base Salary)
established under the Company’s Annual Corporate Performance Incentive
Plan for Officers (or any successor plan thereto), if any, for the
incentive plan year in which the date of Executive’s Qualifying
Termination occurs.

	 
	 	(iii)	 	A lump-sum cash amount equal to the greater of (A) the
Executive’s then-current target bonus opportunity (stated in terms of a
percentage of Base Salary) established under the Company’s Annual
Corporate Performance Incentive Plan for Officers (or any successor
plan thereto), if any, for the incentive plan year in which the date of
Executive’s Qualifying Termination occurs, adjusted on a pro rata basis
based on the number of days Executive was actually employed during such
incentive plan year (but in no event shall such target bonus be less
than that in effect for the period immediately prior to the occurrence
of the Change in Control); or (B) the actual bonus earned through the
date of the Qualifying Termination under the Company’s Annual Corporate
Performance Incentive Plan for Officers (or any successor plan
thereto), if any, based on the then-current level of goal achievement.
Such payment shall constitute full satisfaction for these amounts owed
to Executive.

	 
	 	(iv)	 	A lump-sum cash amount equal to the product determined
by multiplying (A) the sum of the amounts payable under Subparagraphs
4(c) (i), (ii) and (iii) herein by (B) the highest percentage of
Executive’s compensation (eligible for such contributions) contributed
to the Executive’s account under the





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	 	 	 	Lance, Inc. Profit-Sharing Retirement Plan and Trust (the
“Retirement Plan”) during the three (3) consecutive plan years ended
immediately prior to the Qualifying Termination. The source of
payment of this sum shall be the general assets of the Company
unless the payment of such amounts is otherwise permissible from the
Retirement Plan without violating any governmental regulations or
statutes including, but not limited to, ERISA discrimination testing
requirements.

	 
	 	(v)	 	At the exact same cost to Executive, and at the same
coverage level as in effect as of the date of Executive’s Qualifying
Termination (subject to changes in coverage levels applicable to all
employees generally), a continuation of the Executive’s (and
Executive’s eligible dependents’) health insurance coverage for
thirty-six (36) months from the date of the Qualifying Termination.
The applicable COBRA health insurance benefit continuation period shall
begin coincident with the beginning of this thirty-six (36) month
benefit continuation period. Commencing with the end of the
Executive’s COBRA period and until the end of the thirty-six (36) month
benefit continuation period, the Executive will recognize taxable
income equal to the difference between the premium that the Executive
actually pays and the premium that would be paid by a similarly
situated COBRA participant.

	 
	 	 	 	Provided, however, the provision of these health insurance benefits
shall be discontinued prior to the end of the thirty-six (36) month
continuation period to the extent that Executive becomes covered
under the health insurance coverage of a subsequent employer which
does not contain any exclusion or limitation with respect to any
preexisting condition of Executive or Executive’s eligible
dependents. For purposes of enforcing this offset provision,
Executive shall have a duty to inform the Company if Executive
becomes covered under any such health insurance of a subsequent
employer. Executive shall provide, or cause to provide, to the
Company in writing correct, complete, and timely information
concerning the same.

	 
	 	(vi)	 	At no expense to Executive, standard outplacement
services for Executive from a nationally recognized outplacement firm
of Executive’s selection, for a period of up to two (2) years from the
date of Executive’s Qualifying Termination. However, such services
shall be at the Company’s expense to a maximum amount not to exceed
twenty percent (20%) of the Executive’s Base Salary as of the date of
Executive’s Qualifying Termination. In no event shall reimbursement
for eligible outplacement expenses be made to





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	 	 	 	the Executive later than the end of the third calendar year
following the year of the Executive’s Termination of Employment.

	 
	 	(vii)	 	For the purposes of calculating Severance Benefits,
Executive’s employment bonus of $           shall not be considered an
annual or target bonus.






     5. Excise Tax Payment.



     (a) Following a Qualifying Termination, if any portion of the Severance Benefits or any other
payment or benefits under any agreement with or plan of the Company, including but not limited to
stock options and other long-term incentives, (hereinafter referred to in the aggregate as “Total
Payments”) will be subject to the Excise Tax, the Company shall pay to Executive, in cash, an
additional amount (the “Gross-Up Payment”) sufficient to cover the full cost of all Excise Taxes
and Executive’s federal, state and local income and employment taxes on this additional payment so
that the net amount retained by Executive, after the payment of all Excise Taxes on the Total
Payments and all federal, state and local income and employment taxes and Excise Taxes on the
Gross-Up Payment, shall be equal to the Total Payments. The Total Payments, however, shall be
subject to any federal, state and local income and employment taxes thereon. For this purpose,
Executive shall be deemed to be in the highest marginal rate of federal, state and local taxes.
The Gross-Up Payment shall be made at the same time as the Severance Benefits described in
Subparagraphs 4(c)(i) through (iv) herein are due.



     (b) In the event the Internal Revenue Service subsequently adjusts the Excise Tax computation
made pursuant to Paragraph 5(a) above, the Company shall pay Executive an additional Gross-Up
Payment in the full amount necessary to make Executive whole on an after-tax basis (less any
amounts received by Executive that Executive would not have received had the computations initially
been computed as subsequently adjusted), including the amount of any underpaid Excise Tax, and any
related interest and/or penalties due to the Internal Revenue Service. However, in no event shall
any Gross-Up Payments to Executive be made later than the end of the calendar year following the
calendar year in which Executive remits the Excise Taxes.



     6. Assignment of This Agreement or Benefits Hereunder.



     (a) Successors. The Company will require any successor (whether via a Change in Control,
direct or indirect, by purchase, merger, consolidation, or otherwise) of the Company to expressly
assume and agree to perform the obligations under this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any
such succession shall, as of the date immediately preceding the date of a Change in Control,
automatically provide Executive with Good Reason to collect, immediately, full benefits hereunder
as a Qualifying Termination.



     (b) Assignment by Executive. This Agreement shall inure to the benefit of and be enforceable
by Executive’s personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees. If an Executive should die while any



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amount is still payable to Executive hereunder had the Executive continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this
Compensation and Assurance Benefits Agreement to Executive’s estate. Executive’s rights hereunder
shall not otherwise be assignable.



     7. Notices. Any notice required to be delivered to the Company by Executive hereunder shall
be properly delivered to the Company when personally delivered to (including by a reputable
overnight courier), or actually received through the U.S. mail, postage prepaid, by:


Lance, Inc.

P. O. Box 32368

14120 Ballantyne Corporate Place, Suite 350

Charlotte, NC 28232

Attn: Senior Vice President—Human Resources




     Any notice required to be delivered to Executive by the Company hereunder shall be properly
delivered to Executive when personally delivered to (including by a reputable overnight courier),
or actually received through the U.S. mail, postage prepaid, by, Executive at his last known
address as reflected on the books and records of the Company.



     8. Contractual Rights to Benefits. This Agreement establishes in Executive a right to the
benefits to which Executive is entitled hereunder. However, except as expressly stated herein,
nothing herein contained shall require or be deemed to require, or prohibit or be deemed to
prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in
trust or otherwise, to provide for any payments to be made or required hereunder. This Agreement
is intended to be an unfunded general asset promise for a select, highly compensated member of the
Company’s management and, therefore, is intended to be exempt from the substantive provisions of
the Employee Retirement Income Security Act of 1974, as amended.



     9. Legal Fees and Expenses. The Company shall pay all legal fees, costs of litigation,
prejudgment interest, and other expenses which are incurred in good faith by Executive as a result
of the Company’s refusal to provide the benefits to which Executive becomes entitled under this
Agreement or under any other agreement with or plan of the Company which would provide Executive
with benefits or payments following a Qualifying Termination (collectively “Termination Benefit
Arrangements”), or as a result of the Company’s (or any third party’s) contesting the validity,
enforceability, or interpretation of this Agreement or any Termination Benefits Arrangement, or as
a result of any conflict between the parties pertaining to this Agreement or any Termination
Benefits Arrangement. In no event will any payments to Executive under this Section 9 be paid
later than the end of the calendar year following the year in which the expense was incurred.



     10. Exclusivity of Benefits. Unless specifically provided herein, neither the provisions of
this Agreement nor the benefits provided hereunder shall reduce any amounts otherwise payable, or
in any way diminish Executive’s rights as an employee of the Company, whether existing now or
hereafter, under any compensation and/or benefit plans, programs,



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policies, or practices provided by the Company, for which Executive may qualify. Vested benefits
or other amounts which Executive is otherwise entitled to receive under any plan, policy, practice,
or program of the Company (i.e., including, but not limited to, vested benefits under the Company’s
qualified employee benefit plans), at or subsequent to the date of Executive’s Qualifying
Termination shall be payable in accordance with such plan, policy, practice, or program except as
expressly modified by this Agreement.



     11. Includable Compensation. Severance Benefits provided hereunder shall not be considered
“includable compensation” for purposes of determining Executive’s benefits under any other plan or
program of the Company unless otherwise provided by such other plan or program.



     12. Mitigation. In no event shall Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to Executive under any of the provisions
of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation
earned by Executive as a result of employment by another employer, other than as provided in
Subparagraph 4(c)(v) herein.



     13. Entire Agreement. This Agreement represents the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior discussions, negotiations, and
agreements concerning the subject matter hereof, including, but not limited to, any prior severance
agreement made between Executive and the Company other than the Executive Severance Agreement
between Executive and the Company entered into on the date hereof.



     14. Tax Withholding. The Company shall withhold from any amounts payable under this Agreement
all federal, state, city, or other taxes as legally required to be withheld.



     15. Waiver of Rights. Except as otherwise provided herein, Executive’s acceptance of
Severance Benefits, the Gross-Up Payment (if applicable) and any other payments required hereunder
shall be deemed to be a waiver of all rights and claims of Executive against the Company pertaining
to any matters arising under this Agreement.



     16. Severability. In the event any provision of this Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this
Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.



     17. Applicable Law. To the extent not preempted by the laws of the United States, the laws of
the State of North Carolina shall be the controlling law in all matters relating to this Agreement.



     18. Execution. This Agreement is hereby executed in duplicate originals, one of which is
being retained by each of the parties hereto.



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     19. Compliance with Section 409A of the Internal Revenue Code. This Agreement is intended to
comply with Section 409A of the Internal Revenue Code, to the extent applicable. Notwithstanding
any provisions herein to the contrary, this Agreement shall be interpreted, operated, and
administered consistent with this intent. In that regard, any payments required by this Agreement
in connection with the Executive’s Termination of Employment shall not be made earlier than six (6)
months after the date of termination to the extent required by Code Section 409A(a)(2)(B)(i).



     IN WITNESS WHEREOF, Lance, Inc. has caused this Amended and Restated Compensation and Benefits
Assurance Agreement to be signed by its duly authorized officer, and Executive has hereunto set his
hand and seal, all as of the day and year first above written.



	 	 	 	 	 
	 	“Company”



Lance, Inc.

 	 
	 	By  	
 	 
	 	 	 	 
	 	 	 	 
	 	“Executive”

 	 
	 	
 	[SEAL] 	 
	 	 	 
	 	 	 
	 




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