##### 



Exhibit 10.2
 LANCE, INC.
 
  Section 1.
    
    Purpose
    
    
    2Section 2.
    
    Definitions
    
    
    2Section 3.
    
    Administration
    
    
    5Section 4.
    
    Duration of and Common Stock Subject to Plan
    
    
    5Section 5.
    
    Eligibility
    
    
    6Section 6.
    
    Stock Options
    
    
    6Section 7.
    
    Stock Appreciation Rights
    
    
    7Section 8.
    
    Restricted Awards
    
    
    8Section 9.
    
    Performance Awards
    
    
    9Section 10.
    
    Other Stock-Based and Combination Awards
    
    
    11Section 11.
    
    Deferral Elections
    
    
    11Section 12.
    
    Termination of Employment
    
    
    11Section 13.
    
    Non-transferability of Awards
    
    
    11Section 14.
    
    Adjustments Upon Changes in Capitalization, Etc.
    
    
    12Section 15.
    
    Change in Control
    
    
    13Section 16.
    
    Amendment and Termination
    
    
    14Section 17.
    
    Miscellaneous
    
    
    14




---



##### 



LANCE, INC.
  Section 1. Purpose.
 Section 2. Definitions.
 Award collectively, Awards
 Beneficial Owner
 Board
 Code
 Common Stock
 Company
 Compensation Committee provided that
 2




---



##### 



Director
 Disability
 Exchange Act
 Fair Market Value,
 Incentive Stock Option
 Insider
 Member of the Van Every Family
 3




---



##### 



Named Executive Officer
 Non-Qualified Stock Option
 Outside Person
 Participant
 Performance Award
 Performance-Based Exception
 Performance Equity Grant
 Performance Unit Grant
 Person
 Plan
 Restricted Award
 4




---



##### 



Restricted Stock Grant
 Restricted Unit Grant
 Retirement
 Stock Appreciation Right
 Stock Option
 Section 3. Administration.
   Section 4. Duration of and Common Stock Subject to Plan.
 Term
 Shares of Common Stock Subject to Plan
 5




---



##### 



Individual Award Limit
 Restricted Award Limitations
 Section 5. Eligibility.
 Section 6. Stock Options.
 Grant
 6




---



##### 



Stock Option Price
 Option Term
 Exercisability
 Method of Exercise
 Special Rule for Incentive Stock Options
 g Repricing of Stock Options.
 Section 7. Stock Appreciation Rights.
 Stock Appreciation Rights
 7




---



##### 



Grant
 Exercise
 Form of Payment provided however
 Section 8. Restricted Awards.
 Restricted Stock Grants
 Restricted Unit Grants
 Grants of Awards
 8




---



##### 



Restriction Period
 Payment of Awards
 Rights as a Stockholder
 Section 9. Performance Awards.
 9




---



##### 



Performance Equity Grants
 Performance Unit Grants
 Grants of Awards
 Performance Goals and Performance Periods
 Payment of Awards
 10




---



##### 



Section 10. Other Stock-Based and Combination Awards.
    Section 11. Deferral Elections.
 Section 12. Termination of Employment.
 Section 13. Non-transferability of Awards.
 11




---



##### 



Section 14. Adjustments Upon Changes in Capitalization, Etc.
    12




---



##### 



Section 15. Change in Control.
  Change in Control
 (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 (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
 13




---



##### 



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; 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(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.
  Section 16. Amendment and Termination.
 Section 17. Miscellaneous.
 Tax Withholding
 14




---



##### 



No Right To Employment
 Unfunded Plan
 Payments to Trust
 Engaging in Competition With Company
 Securities Law Restrictions
 Award Agreement
 Costs of Plan
 15




---



##### 



Governing Law
 16