**Exhibit 10.9**   STATE OF NORTH CAROLINA    **RETIREMENT AGREEMENT**COUNTY OF MECKLENBURG       **THIS RETIREMENT AGREEMENT**(this “Agreement”) is entered into as of the Effective Date (definedbelow) by and between LANCE, INC., a North Carolina corporation (the “Company”), and H. DEAN FIELDS(“Fields”).**STATEMENT OF PURPOSE**     Fields has been employed by the Company for many years and has contributed materially to thesuccessful operation of the Company’s business. Fields has advised the Company of his intention toretire, and the Company has expressed the desire to continue to have the benefit of Fields’ advice,counsel and services during a transition period while his duties and responsibilities are beingtransitioned to others. The Company recognizes Fields’ dedication to the Company and has expressedits gratitude for his effective service. Fields is currently a Vice President of the Company andthe President of Vista Bakery, Inc., one of the Company’s subsidiaries.     During his employment with the Company, Fields entered into a Compensation and BenefitsAssurance Agreement and an Executive Severance Agreement, both dated April 17, 1998. Thisagreement terminates and replaces both of those agreements.     The parties have agreed to resolve all issues relating to Fields’ employment with the Companyand his retirement from employment on the terms and conditions set forth in this Agreement.     **NOW, THEREFORE**, in consideration of the Statement of Purpose and the terms and provisions ofthis Agreement, the parties 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 thatdirectly or indirectly is controlled by, or is under common control with, theCompany, including each subsidiary of the Company. For purposes of thisdefinition the term “control” means the possession, directly or indirectly, ofthe power to direct or cause the direction of the management and policies of aPerson, whether through ownership of voting securities, by contract orotherwise.  (b) “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.
 

 
 (c) “Effective Date” with reference to this Agreement means theeighth (8th) day following the execution of this Agreement by Fields, if not aSaturday, Sunday or legal holiday, and if such day is a Saturday, Sunday orlegal holiday, then the first business day following such eighth (8th) day.  (d) “Business” means (i) the snack food industry and (ii) thebusiness(es) in which the Company or its Affiliates are or were engaged at thetime of, or during the 12 month period prior to, the Retirement Date.  (e) “Company Employee” means any Person who is or was an employeeof the Company or its Affiliates at the time of, or during the 12 month periodprior to, the Retirement Date.  (f) “Customer” means any Person who is or was a customer or clientof the Company or its Affiliates (i) at the time of, or during the 12 monthperiod prior to, the Retirement Date or (ii) at the time of, or during the 12month period prior to, the Retirement Date and with whom Fields had dealings inthe course of his employment with the Company.  (g) “Products and Services” means (i) snack foods and (ii) theproducts and/or services offered by the Company or its Affiliates at the timeof, or during the 12 month period prior to, the Retirement Date.  (h) “Representative” of a Person means (i) a shareholder, director,officer, member, manager, partner, joint venturer, owner, employee, agent,broker, representative, independent contractor, consultant, advisor, licensoror licensee of, for, to or with such Person, (ii) an investor in such Person ora lender (irrespective of whether interest is charged) to such Person or (iii)any Person acting for, on behalf of or together with such Person.  (i) “Restricted Period” means the period commencing on theRetirement Date and ending on the first anniversary of the Retirement Date.  (j) “Retirement Date” means December 29, 2007.  (k) “Territory” means: (i) the States of North Carolina, Iowa andArkansas, (ii) any other State in which the Company or its Affiliates does ordid business at the time of, or during the 12 month period prior to, theRetirement Date, and (iii) the United States of America.     2. **Retirement Date; Duties pending Retirement; Resignation from Offices.**The parties agreethat Fields 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, Fieldswill diligently assist the Company in the transition of his duties and responsibilities to
2

 
others, assist in maintaining customer relationships (which may include reasonable travel) andperform such other tasks as reasonably requested by the Company’s President or his designee.     Fields does hereby resign from his position as President of Vista Bakery, Inc. and from alloffices, committees and positions he holds with the Company and its Affiliates (except the positionof Vice President of the Company), with such resignation to be effective on the Effective Date ofthis Agreement. Fields does hereby resign from his position as Vice President of the Company, withsuch resignation to be effective on the Retirement Date. Fields will execute any additionalresignation letters, forms or other documents that acknowledge his resignation from suchemployment, positions, committees and offices.     3. **Payments and Benefits to be provided by the Company.**The Company agrees to pay or provideFields with the following: (a) Fields will continue to receive his current salary and normalemployee and welfare benefits through the Retirement Date in accordance withthe Company’s generally applicable policies and procedures; he will be entitledto use his accrued vacation benefits during 2007, but it is agreed that he willneither be granted nor accrue any additional vacation benefits;  (b) Fields will receive payment, in a lump sum, of the amountearned by him under the 2006 Annual Incentive Plan, with payment to be madeduring the first quarter of 2007 at the same time as payments under said Planare made to the other participants;  (c) Fields is eligible to participate in the 2007 Annual IncentivePlan; however, the parties agree that, in lieu of any payment he mightotherwise be entitled to receive under the Plan, Fields will receive, in a lumpsum, an amount equal to his 2007 target bonus opportunity ($78,800.00), whichamount shall be payable before March 15, 2008;  (d) Fields has participated in other Company sponsored benefitplans, including Long-Term Incentive and Stock Plans, Profit-Sharing and 401(k)Retirement Savings Plan, Compensation Deferral and Benefit Restoration Plan andEmployee Stock Purchase Plan; all of Fields’ vested interests in such benefitplans shall be paid when and as provided in, and otherwise subject to, theterms, provisions and conditions of the applicable plans, and nothing in thisAgreement shall modify or override the terms, provisions or conditions of thoseplans; and  (e) As additional consideration for the Covenants RegardingCompetition and Customers (Paragraph 5 below), the Company will pay Fields thesum of $12,000.00 on July 1, 2008 and the sum of $12,000.00 on December 31,2008.     4. **Termination of All Other Benefits Not Specified in this Agreement**. The Company and Fieldsacknowledge and agree that all other benefits and perquisites related to or resulting from Fields’employment and positions with the Company and its Affiliates, which are
3

 
not described and provided for in this Agreement, terminate on the Effective Date, and that theCompany has no further obligations with respect thereto. It is specifically agreed that theCompensation and Benefits Assurance Agreement and the Executive Severance Agreement, both datedApril 17, 1998, are hereby terminated and replaced by the compensation and benefits provided inthis Agreement.     5. **Covenants Regarding Competition and Customers.**Fields agrees not to engage in anyactivities competitive with the Company or its Affiliates at any time during his employment withthe Company, including any activities similar to those described in subparagraphs (a) through (f)below, except in furtherance of the Company’s business. Furthermore, Fields agrees that, except asotherwise approved in writing by the Company, during the Restricted Period, he will not, directlyor indirectly: (a) engage in the Business in the Territory or market, sell orprovide Products and Services in the Territory;  (b) solicit any Customer for purposes of marketing, selling orproviding Products and Services to such Customer;  (c) accept as a customer any Customer for purposes of marketing,selling or providing Products and Services to such Customer;  (d) induce or attempt to induce any Company Employee to terminatehis employment with the Company or its Affiliates;  (e) interfere with the business relationship between a Customer,Company Employee or supplier and the Company or its Affiliates; or  (f) be or become a Representative of any Person who engages in anyof the foregoing activities.     6. **Reasonableness of Restrictions.**Fields agrees that the covenants in Paragraph 5 arereasonable given the real and potential competition encountered (and reasonably expected to beencountered) by the Company and its Affiliates and the substantial knowledge and goodwill thatFields has and will acquire with respect to the business of the Company and its Affiliates as aresult of his employment and continued employment with the Company. Notwithstanding the foregoing,in the event that any provision of this Agreement is determined by a court to be invalid orunenforceable, such court may, and is hereby authorized to, reduce or limit the terms of suchprovision to allow it to be enforced.     7. **Confidential Information and Company Property.**Fields acknowledges that by reason ofFields’ employment by the Company, Fields has had access to certain Company “Trade Secrets” (asdefined in the North Carolina Trade Secrets Protection Act, N.C.G.S. §66-152), confidential productformulations and other proprietary information about the Company’s business (collectively“Confidential Information”). Fields agrees that he shall not directly or indirectly use, reveal,disclose or remove from the Company’s premises Confidential Information or material containingConfidential Information, without the prior written consent of
4

 
the Company. In addition, Fields represents that he will return to the Company all property of theCompany, including all Confidential Information, which is now or may hereafter come into hispossession.     8. **Employment Taxes and Withholdings**. Fields acknowledges and agrees that the Company shallwithhold from the payments and benefits described in this Agreement all taxes, including income andemployment taxes, required to be so deducted or withheld under applicable law.     9. **Confidentiality of this Agreement; Employment Reference.**Fields shall not at any time,directly or indirectly, discuss with or disclose to anyone (other than to members of his immediatefamily, his attorneys, his tax advisors and the appropriate taxing authorities or as otherwiserequired by law, hereinafter “Qualified Persons”) the terms of this Agreement, including theamounts payable hereunder. If any person asks about the above matters, he will simply say that allissues relating to his employment and his retirement have been resolved. The Company furtheragrees that if any person makes inquiry concerning Fields, the Company will advise such person onlyas to the dates of Fields’ employment with the Company, the positions held and that Fields has orwill retire from service on behalf of the Company on December 29, 2007.     10. **Release of the Company.**Fields, on behalf of himself and his heirs, personalrepresentatives, successors and assigns, hereby releases and forever discharges the Company and itsAffiliates, 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 andagainst any and all claims, demands, actions, causes of action, damages, costs and expenses,including without limitation all “Employment-Related Claims,” which Fields now has or may have byreason of any thing occurring, done or omitted to be done prior to the Effective Date of thisAgreement; provided, however, this release shall not apply to any claims thatFields may have for the payments or benefits expressly provided for Fields or otherwisespecifically referred to in this Agreement. For purposes of this Agreement, “Employment-RelatedClaims” means all rights and claims Fields has or may have: (a) related to his employment by or status as an employee of theCompany or any of its Affiliates or the termination of that employment orstatus or to any employment practices and policies of the Company, or itsAffiliates; or  (b) under the federal Age Discrimination in Employment Act of 1967,as amended (“ADEA”).     11. **Special ADEA Waiver Acknowledgements.**FIELDS ACKNOWLEDGES AND AGREES THAT HE HAS READTHIS AGREEMENT IN ITS ENTIRETY AND THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL KNOWN ANDUNKNOWN CLAIMS, INCLUDING RIGHTS AND CLAIMS ARISING UNDER THE FEDERAL AGE DISCRIMINATION INEMPLOYMENT ACT OF 1967, AS AMENDED (“ADEA”). FIELDS FURTHER ACKNOWLEDGES AND AGREES THAT:
5

 
 (a) THIS AGREEMENT DOES NOT RELEASE, WAIVE OR DISCHARGE ANY RIGHTSOR CLAIMS THAT MAY ARISE AFTER THE EFFECTIVE DATE OF THIS AGREEMENT;  (b) HE IS ENTERING INTO THIS AGREEMENT AND RELEASING, WAIVING ANDDISCHARGING RIGHTS OR CLAIMS ONLY IN EXCHANGE FOR CONSIDERATION THAT HE IS NOTALREADY ENTITLED TO RECEIVE;  (c) HE HAS BEEN ADVISED, AND IS BEING ADVISED IN THIS AGREEMENT, TOCONSULT 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 AGREEMENTAND TO DELIVER (OR CAUSE TO BE DELIVERED) THIS AGREEMENT TO EARL D. LEAKE, VICEPRESIDENT OF HUMAN RESOURCES, AND THAT IF HE EXECUTES THIS AGREEMENT PRIOR TOTHE EXPIRATION OF THE TWENTY-ONE (21) DAY PERIOD, THEN HE EXPRESSLY WAIVES HISRIGHTS WITH RESPECT TO THE REMAINING TIME, AND THAT THE AGREEMENT WILL BECOMEEFFECTIVE THE EIGHTH DAY AFTER HE SIGNS IT AS REFERENCED IN PARAGRAPH 11(e)BELOW; AND  (e) HE IS AWARE THAT HE MAY REVOKE THIS AGREEMENT AT ANY TIMEWITHIN SEVEN (7) DAYS AFTER THE DAY HE SIGNS THIS AGREEMENT AND THAT THISAGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EIGHTH DAY AFTERTHE DATE THIS AGREEMENT IS SIGNED, ON WHICH DAY, THE EFFECTIVE DATE, THISAGREEMENT WILL AUTOMATICALLY BECOME EFFECTIVE UNLESS PREVIOUSLY REVOKED WITHINTHAT 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 EARL D.LEAKE, VICE PRESIDENT OF HUMAN RESOURCES, NOTICE OF HIS REVOCATION OF THISAGREEMENT NO LATER THAN 5:00 P.M. EASTERN TIME ON THE SEVENTH (7TH) DAYFOLLOWING HIS EXECUTION OF THIS AGREEMENT.     12. **Severability.**Each provision of this Agreement is severable from every other provisionof this Agreement. Any provision of this Agreement that is determined by any court of competentjurisdiction to be invalid or unenforceable will not affect the validity or enforceability of anyother provision hereof or the invalid or unenforceable provision in any other situation or anyother jurisdiction. Any provision of this Agreement held invalid or unenforceable only in part ordegree will remain in full force and effect to the extent not held invalid or unenforceable.
6

 
     13. **Applicable Law.**This Agreement is made and executed with the intention that theconstruction, interpretation and validity hereof shall be determined in accordance with andgoverned by the laws of the State of North Carolina.     14. **Binding Effect.**This Agreement shall be binding upon and inure to the benefit of theCompany, its successors and assigns. This Agreement shall be binding upon and inure to the benefitof Fields, his heirs, executors and administrators.     15. **Compliance with 409A.**This Agreement is intended to comply with Section 409A of theInternal Revenue Code, to the extent applicable. Notwithstanding any provision herein to thecontrary, this Agreement shall be interpreted and administered consistent with this intent.     16. **Entire Agreement.**This Agreement constitutes the entire agreement between the partieswith respect to the subject matter hereof and supersedes and cancels all prior or contemporaneousoral or written agreements and understandings between them with respect to the subject matterhereof.     **IN WITNESS WHEREOF**, the Company has caused this Agreement to be signed by its duly authorizedofficer on the execution date indicated below, and Fields has hereunto set his hand and seal on theexecution date indicated below.       LANCE, INC.       By /s/ Earl D. Leake         Earl D. Leake