Ex-10.1



 






Exhibit 10.1




[Lance, Inc. letterhead]




December 8, 2005




Mr. Blake W. Thompson

1207 Turnbury Lane

North Wales, PA 29454




Dear Blake:




After the series of interviews with our executive management team, we feel you can be a real asset
to Lance, Inc. Also, Lance will afford you the opportunity to continue your growth and
development. I feel it’s a good match and we would like for you to come on board as our Vice
President of Supply Chain. To that end, you will find our offer outlined below.



Compensation:





	 	•	 	Base pay — $250,000 annually
	 
	 	•	 	Participation in the Corporate Annual Incentive Plan with a target incentive
potential of 40% of your annual base salary. If goals are exceeded, there’s an
opportunity to earn 150% of target award.
	 
	 	•	 	Long-Term Incentive Plan (LTIP)
	 
	 	 	 	Currently the Long-Term Incentive Plan is as follows:






	 	 	 	– Target opportunity is 45% of base pay with potential for higher
payout based on performance vs. targets
	 
	 	 	 	– Three year plan with new plan rolled out each year.
	 
	 	 	 	– Measures are EPS (75%) and net revenue growth (25%).






	 	 	 	An additional Tier 1 plan is proposed for 2006 to include the senior executive
team with the following features:






	 	 	 	– Your target opportunity to be determined.
	 
	 	 	 	– Measure is under consideration.
	 
	 	 	 	– Time horizon is 5 years.






	 	•	 	Signing Bonus — $15,000 payable within the first month of employment.




 









 











 




Mr. Blake W. Thompson

Page 2

December 8, 2005




Benefits and Perquisites





	 	•	 	Auto allowance — $1,200.00 per month.
	 
	 	•	 	Four (4) weeks vacation.
	 
	 	•	 	Equity






	 	 	 	– 15,000 restricted grant shares with three (3) year cliff vesting.
	 
	 	 	 	– 15,000 stock options at market price, based on average of high
and low on first day of employment, vesting 25% per year over four (4) years.






	 	•	 	Change in Control agreement which provides three times annual base pay, plus target
incentive and grossed up for excise taxes.
	 
	 	•	 	Executive Severance Agreement which provides one (1) year base pay, plus target
incentive of Annual Incentive Plan for termination without cause.





Employee Benefits





	 	•	 	Employee Health Plan includes medical, dental, life and AD&D.
	 
	 	•	 	Profit Sharing and Retirement Plan after one year eligibility.
	 
	 	•	 	401(k) Plan
	 
	 	•	 	Employee Stock Purchase Plan
	 
	 	•	 	Employee Assistance Program.





Relocation





	 	•	 	Will relocate family and household goods to Charlotte, North Carolina area, per the
company’s relocation program.





Blake, it’s an exciting time at Lance and we feel you can help us reach our goal of becoming a high
performance organization.



You will be a member of our executive management team, which we call the Operations Committee.



 









 








 




Mr. Blake W. Thompson

Page 2

December 8, 2005




Thanks for your consideration and interest in the House of Lance. Please contact me for any
questions regarding this offer.



This offer is contingent on the successful completion of a drug test screen, medical physical and
favorable employment related references.



Also, in accordance with the Board of Directors Governance Principles and Bylaws of Lance, this
letter, your election as an officer, the fixing of your compensation and the grant of stock options
and restricted stock is not binding or effective until action and approval by the Board of
Directors of Lance and its Compensation Committee.



Acceptance may be communicated by signing below with date and forwarding a copy to my attention.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ E. D. Leake
 	 
	 	E. D. Leake 	 
	 	Vice President – Human Resources 	 
	 



ACCEPTED:




	 	 	 
	/s/ Blake W. Thompson

	 	12-19-05
	 

	 	 
	Blake W. Thompson

	 	Date