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Exhibit 10.1
 LANCE, INC.
 
  Section 1.
    
    Purpose
    
    
    1Section 2.
    
    Definitions
    
    
    1Section 3.
    
    Administration
    
    
    3Section 4.
    
    Duration of and Common Stock Subject to Plan
    
    
    4Section 5.
    
    Eligibility
    
    
    4Section 6.
    
    Stock Options
    
    
    4Section 7.
    
    Stock Appreciation Rights
    
    
    5Section 8.
    
    Restricted Awards
    
    
    6Section 9.
    
    Performance Awards
    
    
    8Section 10.
    
    Other Stock-Based and Combination Awards
    
    
    9Section 11.
    
    Deferral Elections
    
    
    9Section 12.
    
    Termination of Employment
    
    
    10Section 13.
    
    Non-transferability of Awards
    
    
    10Section 14.
    
    Adjustments Upon Changes in Capitalization, Etc.
    
    
    10Section 15.
    
    Change in Control
    
    
    11Section 16.
    
    Amendment and Termination
    
    
    12Section 17.
    
    Miscellaneous
    
    
    12




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LANCE, INC.
  Section 1. Purpose.
 Section 2. Definitions.
 ( ) Award (collectively, Awards)
 ( ) Board
 ( ) Code
 ( ) Common Stock
 ( ) Company
 ( ) Compensation Committee
 ( ) Disability




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( ) Exchange Act
 ( ) Fair Market Value,
 ( ) Incentive Stock Option
 ( ) Non-Qualified Stock Option
 ( ) Participant
 ( ) Performance Award
 ( ) Performance Equity Grant
 ( ) Performance Unit Grant
 2




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( ) Plan
 ( ) Restricted Award
 ( ) Restricted Stock Grant
 ( ) Restricted Unit Grant
 ( ) Retirement
 ( ) Stock Appreciation Right
 ( ) Stock Option
 (w) First Effective Amendment Date
 Section 3. Administration.
   3




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Section 4. Duration of and Common Stock Subject to Plan.
 ( ) Term
 ( ) Shares of Common Stock Subject to Plan
 ( ) Individual Award Limit
 Section 5. Eligibility.
 Section 6. Stock Options.
 4




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( ) Grant
 ( ) Stock Option Price
 ( ) Option Term
 ( ) Exercisability
 ( ) Method of Exercise
 ( ) Special Rule for Incentive Stock Options
 Section 7. Stock Appreciation Rights.
 ( ) Stock Appreciation Rights
 5




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( ) Grant
 ( ) Exercise
 ( ) Form of Payment provided however
 Section 8. Restricted Awards.
 ( ) Restricted Stock Grants
 ( ) Restricted Unit Grants
 ( ) Grants of Awards
 6




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( ) Restriction Period
 ( ) Payment of Awards
 ( ) Rights as a Stockholder
 7




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Section 9. Performance Awards.
 ( ) Performance Equity Grants
 ( ) Performance Unit Grants
 ( ) Grants of Awards
 ( ) Performance Goals and Performance Periods
 8




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( ) Payment of Awards
 Section 10. Other Stock-Based and Combination Awards.
    Section 11. Deferral Elections.
 Section 12. Termination of Employment.
 9




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Section 13. Non-transferability of Awards.
 Section 14. Adjustments Upon Changes in Capitalization, Etc.
   10




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Section 15. Change in Control.
   11




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Section 16. Amendment and Termination.
 Section 17. Miscellaneous.
 ( ) Tax Withholding
 ( ) No Right To Employment
 ( ) Unfunded Plan
 ( ) Payments to Trust
 ( ) Engaging in Competition With Company
 12




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( ) Securities Law Restrictions
 ( ) Award Agreement
 ( ) Costs of Plan
 ( ) Governing Law
 13