Exhibit 10.2
 LANCE, INC.
 2009 Three-Year Performance Incentive Plan for Officers and Key Managers
 Purposes and
Introduction
    
    The 2009 Three-Year Performance Incentive Plan for Officers and Key Managers
provides for Stock Options, Restricted Stock and 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 2009 Three-Year Performance Incentive Plan for Officers
and Key Managers (the 2009 Plan) are to:     Align officers and managers interests with those of stockholders by
linking a substantial portion of compensation to the price of the Companys Common
Stock and to the Companys financial performance based on the performance measures
specified below.     Provide a way to attract and retain key executives and managers who are
critical to Lances future success.     Provide competitive total compensation for executives and managers
commensurate with Company performance.To achieve the maximum motivational impact, the Plan and the awards opportunities
will be communicated to participants as soon as practical after the 2009 Plan is
approved by the Compensation Committee of the Board of Directors.Each officer will be assigned a Target Incentive based on market and peer group data
and each other participant will be assigned a Target Incentive, stated as a percent
of base salary. The Chief Executive Officer is assigned a Target Incentive based on
his Employment Agreement. Concurrently with the approval of the 2009 Plan, 35% of
the Target Incentive will be awarded in the form of Nonqualified Stock Options and
30% will be awarded in the form of Restricted Stock. The final 35% of the Target
Incentive will be in the form of a Performance Award to be settled in shares of
Common Stock (with a portion as Restricted Stock) after the completion of the 2009
and 2010 fiscal years (the Performance Period), based on the attainment of
predetermined goals.




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For the 2009 Plan, participants will be eligible to earn the Performance Award based
on the performance measures listed on Exhibit A-1 hereto, excluding acquisitions and
special items, and defined as follows:1. Net Sales is defined as the average of sales and other operating revenue, net of
returns, allowances, discounts and other sales deduction items for the 2009 and 2010
fiscal years, as audited and reported in the Companys Forms 10-K for the 2009 and
2010 fiscal years.2. Corporate Earnings Per Share (Corporate EPS) is defined as the average of the
fully diluted earnings per share of the Company for the 2009 and 2010 fiscal years,
as audited and reported in the Companys Forms 10-K for the 2009 and 2010 fiscal
years.3. Return on Capital Employed (ROCE) is defined as the average of the ROCE for
the 2009 and 2010 fiscal years, as audited and reported in the Companys Forms 10-K
for the 2009 and 2010 fiscal years, calculated as follows:
 Operating Income x (1 - Tax Rate)

Average Equity + Average Net Debt
 Operating Income shall be the Companys actual earnings before interest and taxes
and excluding other income and expense.Tax Rate for ROCE shall be the Companys actual total effective income tax rate.Average Net Debt shall be the Companys average debt less average cash.Average amounts for ROCE shall be calculated on a 12-month basis.Base salary shall be the annual rate of base compensation for the 2009 fiscal year
which is in effect on February 23, 2009; provided that for any award intended to
satisfy the Performance-Based Exception, base salary shall be the annual rate of
base compensation for the fiscal year which is set no later than March 31 of such
fiscal year.
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Eligibility and
Participation
    
    Eligibility in the Plan is limited to Executive Officers and managers in Salary
Grade 21 and above who are key to Lances success.
The Compensation Committee will
review and approve participants nominated by the President and Chief Executive
Officer. An employee hired or promoted into an eligible position during the
Performance Period will not participate in the 2009 Plan. Participation in the 2009
Plan does not guarantee participation in any subsequent long-term incentive plans
but will be reevaluated and determined on an annual basis.Attachment A-2 and Attachment A-3 include the list of 2009 Plan participants
approved by the Compensation Committee on February 23, 2009.Target Incentives and
Performance Measures
    
    Each participant will be assigned a Target Incentive as specified above.
Participants will be assigned to a Performance Tier by Salary Grade.
 Performance Tier
    
    Performance Tier Description1
    
    
    Officer2
    
    
    Non-Officer Vice President
 For the Performance Awards, the 2009-2010 financial performance measures and goals
are on Exhibit A-1 attached hereto. The related payout percentage is shown below.
 Threshold
    
    Target
    
    MaximumAward Level Funded
    
    
    50
    %
    
    
    100
    %
    
    
    250
    %
 Percent of payout will be determined on a straight line basis between Threshold and
Target and between Target and Maximum. There will be no payouts unless the
Threshold performance measure is reached.The performance measures will be communicated to each participant as soon as
practicable after it has been established. Final Performance Awards will be
calculated after the Compensation Committee has reviewed the Companys audited
financial statements for 2009 and 2010 and determined the performance level
achieved.The following definitions for the terms Maximum, Target and Threshold should help
set the goals for the Performance Period, as well as evaluate the payouts:     Maximum: Excellent; deserves payout above Target     Target: Normal or expected performance; deserves Target payout
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     Threshold: Lowest level of performance deserving a payoutAttachment A-2 and Attachment A-3 list the Target Incentives for each participant
for the 2009 Plan as determined by the Compensation Committee. Target Incentives
will be communicated to each participant as close to the beginning of the year as
practicable, in writing. Target Incentives, except for Officers, will be calculated
by multiplying each participants base salary by the appropriate Performance Tiers
and percentages, as described below.
 Percentage of Base SalaryPerformance Tier
    
    for 2009 Target Incentives2
    
    35-45%
 Final Performance Awards will be calculated, paid and granted after the Compensation
Committee has reviewed the Companys audited financial statements for 2009 and 2010
and determined the performance levels achieved.Awards
    
    As further specified on Attachment B-1 and Attachment B-2, the Awards under the 2009
Plan shall be as follows:1. Stock Options. Each participant shall receive Stock Options equal to 35% in
value of his or her Target Incentive. The number of Stock Options awarded to each
participant will equal the dollar value of the participants Stock Option Incentive
divided by the Black-Scholes value of the Stock Options, with the result rounded up
to the nearest multiple of three shares.The grant date for Stock Options will be the date the awards are approved by the
Compensation Committee and the exercise price will be the Fair Market Value of the
Common Stock, which is the closing price of the Common Stock, on the grant date.
Each Stock Option will vest in three substantially equal annual installments
beginning one year after the date of grant and the term of each Stock Option will be
ten years.2. Restricted Stock. Each participant shall receive Restricted Stock equal to 30%
in value of his or her Target Incentive. The number of shares of Restricted Stock
awarded to each participant will equal the dollar value of the participants
Restricted Stock Incentive divided by the closing price of the Common Stock on the
date of award, with the results rounded up to the nearest multiple of three shares.
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The award date for Restricted Stock will be the date the awards are approved by the
Compensation Committee and the value shall be the Fair Market Value of the Common
Stock on the award date. Each award of Restricted Stock will vest in three
substantially equal annual installments beginning one year after the date of award.3. Performance Awards. Each participant shall receive a Performance Award equal to
35% in value of his or her Target Incentive.As a Performance Award, the number of shares of the Companys Restricted Stock
awarded will equal the applicable dollar value divided by the closing price for the
Companys Common Stock on the award date, with the result rounded up to the nearest
multiple of three shares. Two-thirds of such shares of Restricted Stock will be
fully vested on the award date with the balance vesting one year after the award
date.For purposes of the 2009 Plan, the award date for shares of Restricted Stock as a
Performance Award will be the date established by the Compensation Committee after
completion of the Performance Period and the applicable performance level has been
determined.Form and Timing of
Awards
    
    Awards will be made as soon as practicable after the performance level has been
determined and approved by the Compensation Committee. All awards will be rounded
to the nearest multiple of three shares.Change In Status
    
    An employee hired or promoted into an eligible position during the Performance
Period will not participate in the 2009 Plan.Certain
Terminations of
Employment
    
    Performance Awards
In the event a participant voluntarily terminates employment (other than Retirement)
or is terminated involuntarily during or after the end of the Performance Period but
before the applicable award date, the participant shall not receive any Performance
Award hereunder.In the event of a participants death or Disability before the end of the
Performance Period, any Performance Award will be determined on the date of such
event based on target performance and paid out all in cash as soon as
administratively practicable (but in no event more than 75 days) after the date of
such event. In the
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event of a participants death or Disability on or after the end
of the Performance Period but before the applicable award date, any Performance
Award will be determined based on actual performance and paid out all in cash on or
about the applicable award date.If the event of a participants Retirement during or after the end of the
Performance Period but before the applicable award date, any Performance Award will
be determined based on actual performance and paid out all in cash on or about the
applicable award date.Stock OptionsIn the event a participant voluntarily terminates employment (other than by
Retirement) or is terminated involuntarily or in the event of death, Disability or
Retirement, vesting and the post-termination exercise period for Stock Options will
be as follows:Voluntary termination (other than Retirement): Stock Options, whether vested or
unvested, cease to be exercisable as of the date of termination.Involuntary termination: Vested Stock Options will remain exercisable for a period
of 30 days following the date of termination (or, if earlier, the original
expiration date of the option); unvested Stock Options will be forfeited as of the
date of termination.Death: Stock Options will remain exercisable for a period of one year following the
date of death (or, if earlier, the original expiration date of the option); unvested
Stock Options will become fully vested as of the date of termination.Disability: Vested Stock Options will remain exercisable through the original
expiration date of the option; unvested Stock Options will become fully vested as of
the date of termination.Retirement: Vested Stock Options will remain exercisable for a period of three
years following retirement (or, if earlier, the original expiration date of the
option); unvested Stock Options will continue to vest for a period of six months
after Retirement and any remaining unvested Stock Options will be forfeited as of
such date.
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Restricted SharesIn the event a participant voluntarily terminates employment (other than by
Retirement) or is terminated involuntarily or in the event of death, Disability or
Retirement, vesting for Restricted Stock (including any Restricted Stock granted in
connection with a Performance Award following completion of the Performance Period)
will be as follows:Voluntary termination (other than Retirement): Unvested Restricted Stock will be
forfeited as of the date of termination.Involuntary termination: Unvested Restricted Stock will be forfeited as of the date
of termination.Death: Unvested Restricted Stock will become fully vested on the date of such event.Disability: Unvested Restricted Stock will become fully vested on the date of such
event.Retirement: Unvested Restricted Stock will become vested pro rata based on the
number of full months elapsed on the date of such event since the award date and any
remaining unvested Restricted Stock will be forfeited as of such date.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, (i) unvested Stock Options and unvested
Restricted Stock will vest as provided in the Incentive Plan and (ii) for
outstanding Performance Awards pro rata payouts will be made all in cash at the
greater of (1) Target Incentive or (2) actual results through the closing date with
such proration based on the number of days in the Performance Period preceding the
closing of the Change in Control transaction. Payouts will be made within 30 days
after the relevant transaction has been closed.Withholding
    
    The Company shall withhold from awards any Federal, foreign, state or local income
or other taxes required to be withheld.Communications
    
    Progress reports should be made to participants annually, showing performance
results.Executive Officers
    
    Notwithstanding any provisions to the contrary above, participation, awards and
prorations for Executive Officers, including the President and Chief Executive
Officer, shall be approved by the Compensation Committee.
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Stockholder 
Approval
    
    The 2009 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 and goals, final award
components and determination and amendments to the Plan. The Committee may adjust
any award due to extraordinary events such as acquisitions, dispositions, 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.
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Exhibit A-1
Performance Measures
 Performance Measure
    
    Weight
    
    Threshold
    
    Target
    
    MaximumNet Sales *
    
    
    30
    %
    

    $

    920
    million
    
    $
    940
    million
    

    $
    975
    millionCorporate EPS*
    
    
    40
    %
    
    $
    1.00
    
    
    $
    1.25
    
    
    $
    1.50Return on Capital Employed*
    
    
    30
    %
    
    
    11
    %
    
    
    12.5
    %
    
    
    14.9
    %
 
 *
    
    Excludes acquisitions and special items, which are significant one-time income or expense
items.




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Attachment A-2
2009 Three-Year Performance Incentive Plan for Officers
 TargetName
    
    Title
    
    IncentiveDavid V. Singer
    
    President and Chief Executive Officer
    
    $
    1,296,000Rick D. Puckett
    
    Executive Vice President, Chief Financial Officer, Secretary and Treasurer
    
    $
    330,800Glenn A. Patcha
    
    Senior Vice President  Sales and Marketing
    
    $
    281,300Blake W. Thompson
    
    Senior Vice President  Supply Chain
    
    $
    247,300Earl D. Leake
    
    Senior Vice President  Human Resources
    
    $
    257,000Margaret E. Wicklund
    
    Vice President, Controller and Assistant Secretary
    
    $
    **
 
 **
    
    Amounts are omitted for participants other than the Chief Executive Officer, the Chief
Financial Officer and the other executive officers who were named in the Summary Compensation
Table of the Companys Proxy Statement for the 2009 Annual Meeting of Stockholders.




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Attachment A-3
2009 Three-Year Performance Incentive Plan for Key Managers
 Award
    
    TargetName
    
    Title
    
    Percentage
    
    Incentive**
    
    **
    
    
    
    **
    
    
    
    **
 
 **
    
    Information is omitted for participants other than the Chief Executive Officer, the Chief
Financial Officer and the other executive officers who were named in the Summary Compensation
Table of the Companys Proxy Statement for the 2009 Annual Meeting of Stockholders.




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Attachment B-1
2009 Three-Year Performance Incentive Plan for Officers
 Stock
    
    Nonqualified
    
    Restricted
    
    Restricted
    
    PerformanceOption
    
    Stock
    
    Stock
    
    Stock
    
    AwardName
    
    Incentive
    
    Options
    
    Awards
    
    Shares
    
    OpportunityDavid V. Singer
    
    $
    453,600
    
    
    
    92,196
    
    
    $
    388,800
    
    
    
    17,910
    
    
    $
    453,600Rick D. Puckett
    
    $
    115,780
    
    
    
    23,532
    
    
    $
    99,240
    
    
    
    4,572
    
    
    $
    115,780Glenn A. Patcha
    
    $
    98,455
    
    
    
    20,010
    
    
    $
    84,390
    
    
    
    3,888
    
    
    $
    98,455Blake W. Thompson
    
    $
    86,555
    
    
    
    17,592
    
    
    $
    74,190
    
    
    
    3,417
    
    
    $
    86,555Earl D. Leake
    
    $
    89,950
    
    
    
    18,282
    
    
    $
    77,100
    
    
    
    3,552
    
    
    $
    89,950Margaret E. Wicklund
    
    $
    **
    
    
    
    **
    

    
    $
    **
    

    
    
    **
    

    
    $
    **
 
 **
    
    Amounts are omitted for participants other than the Chief Executive Officer, the Chief
Financial Officer and the other executive officers who were named in the Summary Compensation
Table of the Companys Proxy Statement for the 2009 Annual Meeting of Stockholders.




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Attachment B-2
2009 Three-Year Performance Incentive Plan for Key Managers
 Nonqualified
    
    Restricted
    
    PerformanceStock Option
    
    Stock
    
    Stock
    
    AwardName
    
    Incentive
    
    Options
    
    Awards
    
    Opportunity**
    

    $**

    

    **

    

    $**

    

    **
 
 **
    
    Information is omitted for participants other than the Chief Executive Officer, the Chief
Financial Officer and the other executive officers who were named in the Summary Compensation
Table of the Companys Proxy Statement for the 2009 Annual Meeting of Stockholders.