(d) “Board” means the Board of Directors of the Company or any committee of the Boardto which the Board has delegated, either specifically or generally, the duties and authority of theBoard for the particular action or determination required or permitted to be made by the Board.     (e) “Cause” means the occurrence of any one or more of the following: (i) A demonstrably willful and deliberate act or failure toact by Executive (other than as a result of incapacity due to physicalor mental illness) which is committed in bad faith, without reasonablebelief that such action or inaction is in the best interests of theCompany, which causes actual material financial injury to the Companyand which act or inaction is not remedied within fifteen (15) businessdays of written notice from the Company; or  (ii) Executive’s conviction for committing an act of fraud,embezzlement, theft, or any other act constituting a felony orinvolving moral turpitude or causing material harm, financial orotherwise, to the Company.“Cause” must be determined by the Board in the exercise of good faith and reasonable judgment andbe evidenced by a written resolution adopted prior to any termination of Executive specifying theconduct of Executive giving rise to a determination of Cause.     (f) “Change in Control” means, and shall be deemed to have occurred upon, the first tooccur of any of the following events: (i) Any Outside Person becomes the Beneficial Owner,directly or indirectly, of securities of the Company representingtwenty-five percent (25%) or more of the combined voting power of theCompany’s then outstanding securities; or  (ii) During any period of two (2) consecutive years (notincluding any period prior to the date hereof), individuals who at thebeginning of such period constitute the Board of Directors of theCompany (and any new Director, whose nomination for election by theCompany’s stockholders was approved by a vote of at least two-thirds(2/3) of the Directors then in office who either were Directors at thebeginning of the period or whose nomination for election was soapproved) cease for any reason to constitute a majority of the membersof the Board of Directors of the Company; or  (iii) The stockholders of the Company approve a plan ofcomplete liquidation of the Company; or
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 (iv) The consummation of the sale or disposition of all orsubstantially all of the Company’s assets other than a sale ordisposition of all or substantially all of the Company’s assets to anentity at least sixty percent (60%) of the combined voting power of thevoting securities of which are owned by the stockholders of the Companyin substantially the same proportions as their ownership of the Companyimmediately prior to such sale or disposition; or  (v) The consummation of a merger, consolidation, orreorganization of the Company with or involving any other corporation,other than a merger, consolidation, or reorganization that would resultin the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity) or anyparent thereof at least sixty percent (60%) of the combined votingpower of the voting securities of the Company (or such survivingentity) outstanding immediately after such merger, consolidation, orreorganization.However, in no event shall a “Change in Control” be deemed to have occurred if Executive is part ofa purchasing group which consummates the Change in Control transaction. Executive shall be deemed“part of a purchasing group” for purposes of the preceding sentence if Executive is an equityparticipant in the acquiring company or group or surviving entity (the “Purchaser”) except forownership of less than one percent (1%) of the equity of the Purchaser.     (g) “Code” means the Internal Revenue Code of 1986, as amended.     (h) “Company” means Lance, Inc., a North Carolina corporation, and such term includesany or all of its Affiliates.     (i) “Effective Date” means the date of the Prior Agreement.     (j) “Excess Parachute Payment” means “excess parachute payment” within the meaning ofSection 280G of the Code.     (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time totime, or any successor act thereto.     (l) “Excise Tax” means the tax imposed on Excess Parachute Payments pursuant toSection 280G and Section 4999 of the Code or any successor provision.     (m) “Good Reason” means the occurrence of any one or more of the following, withoutExecutive’s prior express written consent, within the thirty-six (36) calendar months immediatelyfollowing a Change in Control:
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 (i) As determined in the reasonable, good faith judgment ofExecutive, the assignment to Executive of any duties inconsistent withExecutive’s authorities, duties, responsibilities, and status as ChiefExecutive Officer of the Company, or a reduction or alteration in thenature or status of any of Executive’s authorities, duties orresponsibilities (including those as a director of the Company) fromthose in effect or practice as of one hundred eighty (180) calendardays prior to the Change in Control, other than an insubstantial andinadvertent act that is remedied by the Company promptly after receiptof notice thereof given by Executive;  (ii) The Company’s requiring Executive to be based at alocation in excess of fifty (50) miles from the location of Executive’sprincipal job location or office immediately prior to the Change inControl, except for required travel on the Company’s business to anextent consistent with Executive’s then present business travelobligations;  (iii) A reduction by the Company of Executive’s Base Salaryin effect on the date hereof, or as the same shall be increased fromtime to time;  (iv) The failure of the Company to keep in effect any of theCompany’s compensation, incentive, health and welfare benefits, orperquisite programs under which Executive receives value, as suchprograms exist immediately prior to the Change in Control; provided,however, the replacement of an existing program with a new program willbe permissible (and not grounds for a Good Reason termination) if donefor all employees generally and the value to be delivered to Executiveunder the new program is at least as great as the value delivered toExecutive under the existing program; or  (v) Any breach by the Company of its obligations underParagraph 6 herein or any failure of a successor company to assume andagree to perform the Company’s entire obligations under this Agreementas required by Paragraph 6 herein, or under the Executive EmploymentAgreement or the Restricted Stock Unit Award Agreement.“Good Reason” shall be determined by Executive in the exercise of good faith and reasonablejudgment. Executive’s continued employment shall not constitute consent to, or a waiver ofrights with respect to, any circumstance constituting Good Reason herein, and any suchconsent or waiver must be in writing and signed by Executive.     (n) “Member of the Van Every Family” means (i) a lineal descendant of Salem A. VanEvery, Sr., including adopted persons as well as persons related by blood, (ii) a spouse of an
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individual described in clause (i) of this Paragraph 1(n) or (iii) a trust, estate, custodian andother fiduciary or similar account for an individual described in clause (i) or (ii) of thisParagraph 1(n).     (o) “Outside Person” means any Person other than (i) a Member of the Van Every Family,(ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Companyor (iii) a corporation owned directly or indirectly by the stockholders of the Company insubstantially the same proportions as their ownership of stock of the Company.     (p) “Person” has the meaning ascribed to said term in Section 3(a)(9) of the ExchangeAct as modified and used in Sections 13(d) and 14(d) of the Exchange Act, including a “group” asdefined in Section 13(d) of the Exchange Act.     (q) “Qualifying Termination” has the meaning ascribed to said term in Paragraph 4(b)hereof.     (r) “Severance Benefits” has the meaning ascribed to said term in Paragraph 4(c)hereof.     (s) “Termination of Employment” means any termination of employment (as defined inSection 409A of the Code and the Company’s administrative policies, if any) with either the Companyor any successor to the Company that acquires all or substantially all of the business and/orassets of the Company (whether direct or indirect, by purchase, merger, consolidation orotherwise); provided, however, no termination of employment shall be deemed to have occurred byreason of such an acquisition unless there is either (i) a termination of employment with both theCompany and such successor or (ii) a termination of employment with the Company and no successiveemployment by such successor.     2. Term of Agreement.     (a) The term of this Agreement will commence on the Effective Date and shall continue for solong as Executive is employed with the Company under the terms of the Executive EmploymentAgreement.     (b) Notwithstanding the foregoing, in the event that a Change in Control occurs during theEmployment Term (as defined in the Executive Employment Agreement), upon the effective date of suchChange in Control the term of this Agreement shall automatically and irrevocably be renewed andextended for a period of thirty-six (36) full calendar months from the closing date of thetransaction giving rise to such Change in Control (the “Change in Control Renewal Period”), andthis Agreement shall automatically terminate upon the expiration of the Change in Control RenewalPeriod. Further, this Agreement shall be assigned to, and shall be assumed by, the successor tothe Company in such Change in Control as further provided in Paragraph 6 herein.     3. Employment. The Company shall employ Executive under an Executive EmploymentAgreement (which is to be executed contemporaneously with this Agreement) to perform such tasks asthe Company shall specify from time to time. Nothing in this Agreement
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shall give Executive any right to be retained in the employ of the Company or, upon dismissal, anyrights except as expressly otherwise provided herein.     4. Change in Control Severance Benefits.     (a) The Company shall pay Executive the Severance Benefits described in Paragraph 4(c) hereinif during Executive’s employment a Change in Control occurs and if within the thirty-six (36)calendar months immediately following such Change in Control, Executive experiences a QualifyingTermination. The Severance Benefits described in Subparagraphs (4)(c)(i) through (iv) herein shallbe paid to Executive in cash in a single lump sum as soon as practicable following Executive’sQualifying Termination, but in no event later than thirty (30) calendar days after such date.Notwithstanding the foregoing, however, Severance Benefits which become due pursuant to Paragraphs4(b)(iii) and 6(a) herein shall be paid immediately.     (b) The occurrence of any one or more of the following events (a “Qualifying Termination”)within the thirty-six (36) calendar months immediately following a Change in Control of the Companythat occurs during the term of this Agreement shall entitle Executive to receive the SeveranceBenefits: (i) Executive’s involuntary Termination of Employmentwithout Cause;  (ii) Executive’s voluntary Termination of Employment forGood Reason; or  (iii) The Company, or any successor company, commits amaterial breach of any of the provisions of this Agreement.A Qualifying Termination shall not include Executive’s Termination of Employment within thirty-six(36) calendar months following a Change in Control by reason of death, disability [as such term isdefined under the Executive Employment Agreement (or any successor agreement thereto)], Executive’svoluntary Termination of Employment without Good Reason except as otherwise expressly provided inParagraph 4(b)(iii) above, or Executive’s involuntary Termination of Employment for Cause. Exceptas provided in the last sentence of this subparagraph (b), a Termination of Employment which occursbefore a Change in Control or later than thirty-six (36) months following a Change in Control shallnot constitute a Qualifying Termination. Notwithstanding anything herein to the contrary, aQualifying Termination shall be deemed to have occurred upon the occurrence of a Change in Controlif (x) Executive’s Termination of Employment occurs prior to the date of a Change in Control butafter the date an agreement is entered into by the Company, the consummation of which would resultin a Change in Control, (y) such Change in Control is in fact consummated within 12 months afterthe date such agreement is entered into and (z) the Termination of Employment would otherwise beunder the circumstances described in clause (i), (ii) or (iii) above; provided, however, that inthe event Executive receives any severance or similar benefits pursuant to any other agreement orarrangement between Executive and the Company prior to the consummation of the Change in
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Control, such severance or similar benefits actually received by Executive shall be offset from anyamount otherwise payable to Executive hereunder following the Change in Control.     (c) The “Severance Benefits” provided for in Paragraphs 4(a) and (b) herein are as follows: (i) A lump-sum cash amount equal to the Executive’s unpaidBase Salary, accrued vacation pay, unreimbursed business expenses, andall other items earned by and owed to Executive through and includingthe date of Executive’s Qualifying Termination. Such payment shallconstitute full satisfaction for these amounts owed to Executive.  (ii) A lump-sum cash amount equal to the sum of (A) three(3) multiplied by Executive’s Base Salary in effect upon the date ofthe Qualifying Termination or, if greater, by Executive’s Base Salaryin effect immediately prior to the occurrence of the Change in Controlplus (B) three (3) multiplied by the greater of (I) Executive’s annualbonus actually earned by Executive (whether or not deferred) during thebonus plan year which ended immediately prior to the QualifyingTermination or (II) Executive’s then-current target bonus opportunity(stated in terms of a percentage of Base Salary) established under theCompany’s Annual Corporate Performance Incentive Plan for Officers (orany successor plan thereto), if any, for the incentive plan year inwhich the date of Executive’s Qualifying Termination occurs.  (iii) A lump-sum cash amount equal to the greater of (A)Executive’s then-current target bonus opportunity (stated in terms of apercentage of Base Salary) established under the Company’s AnnualCorporate Performance Incentive Plan for Officers (or any successorplan thereto), if any, for the incentive plan year in which the date ofExecutive’s Qualifying Termination occurs, adjusted on a pro rata basisbased on the number of days Executive was actually employed during suchincentive plan year (but in no event shall such target bonus be lessthan that in effect for the period immediately prior to the occurrenceof the Change in Control); or (B) the actual bonus earned through thedate of the Qualifying Termination under the Company’s Annual CorporatePerformance Incentive Plan for Officers (or any successor planthereto), if any, based on the then-current level of goal achievement.Such payment shall constitute full satisfaction for these amounts owedto Executive.  (iv) A lump-sum cash amount equal to the product determinedby multiplying (A) the sum of the amounts payable under
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   Subparagraphs 4(c) (i), (ii) and (iii) herein by (B) the highestpercentage of Executive’s compensation (eligible for suchcontributions) contributed to Executive’s account under the Lance,Inc. Profit-Sharing Retirement Plan and Trust (the “RetirementPlan”) during the three (3) consecutive plan years ended immediatelyprior to the Qualifying Termination. The source of payment of thissum shall be the general assets of the Company unless the payment ofsuch amounts is otherwise permissible from the Retirement Planwithout violating any governmental regulations or statutesincluding, but not limited to, ERISA discrimination testingrequirements.  (v) At the exact same cost to Executive, and at the samecoverage level as in effect as of the date of Executive’s QualifyingTermination (subject to changes in coverage levels applicable to allemployees generally), a continuation of Executive’s (and Executive’seligible dependents’) health and dental plan benefits for thirty-six(36) months from the date of the Qualifying Termination. Theapplicable COBRA health and dental benefit continuation period shallbegin coincident with the beginning of this thirty-six (36) monthbenefit continuation period. Commencing with the end of theExecutive’s COBRA period and until the end of the thirty-six (36) monthbenefit continuation period, the Executive will recognize taxableincome equal to the difference between the premium actually paid by theExecutive and the premium that would have been paid by a similarlysituated COBRA participant.    Provided, however, the provision of these health and medicalbenefits shall be discontinued prior to the end of the thirty-six(36) month continuation period to the extent that Executive becomescovered under the health insurance coverage of a subsequent employerwhich does not contain any exclusion or limitation with respect toany preexisting condition of Executive or Executive’s eligibledependents and provides substantially the same coverage as the plansponsored by the Company. For purposes of enforcing this offsetprovision, Executive shall have a duty to inform the Company ifExecutive becomes covered under any such health plan of a subsequentemployer. Executive shall provide, or cause to provide, to theCompany in writing correct, complete, and timely informationconcerning the same.  (vi) At no expense to Executive, standard outplacementservices for Executive from a nationally recognized outplacement firmof Executive’s selection, for a period of up to one (1) year from thedate of Executive’s Qualifying Termination. However, such
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   services shall be at the Company’s expense to a maximum amount notto exceed ten percent (10%) of Executive’s Base Salary as of thedate of Executive’s Qualifying Termination. In no event shallreimbursement for eligible outplacement expenses be made to theExecutive later than the end of the third calendar year followingthe year of the Executive’s Termination of Employment.  (vii) Notwithstanding the provisions of any stock plan oraward agreement to the contrary, all stock options held by Executiveshall vest upon a Qualifying Termination and, with respect to all suchvested stock options then held by Executive, Executive shall have apost-termination exercise period of one year following the QualifyingTermination, or such greater period as provided by the applicable stockplan or award agreement, but in no event exceeding the originalexpiration date of the stock options.     5. Excise Tax Payment      (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below,in the event it shall be determined that any payment or distribution by the Company to or for thebenefit of Executive (whether paid or payable or distributed or distributable pursuant to the termsof this Agreement or otherwise, but determined without regard to any additional payments requiredunder this Section 5) (a “Payment” or “Payments”) would be subject to the excise tax imposed bySection 4999 of the Code (or any successor provision) or any interest or penalties are incurred byExecutive with respect to such excise tax (such excise tax, together with any such interest andpenalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall beentitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that afterpayment by Executive of all taxes (including any interest or penalties imposed with respect to suchtaxes), including, without limitation, any income taxes (and any interest and penalties imposedwith respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amountof the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding theforegoing provisions of this Section 5(a), if it shall be determined that Executive is entitled toa Gross-Up Payment, but that the Payments do not exceed by more than $100,000 the greatest amount(the “Reduced Amount”) that could be paid to Executive such that the receipt of Payments would notgive rise to any Excise Tax, then no Gross-Up Payment shall be made to Executive and the Payments,in the aggregate, shall be reduced to the Reduced Amount.     (b) Subject to the provisions of Section 5(c), all determinations required to be made underthis Section 5, including whether and when a Gross-Up Payment is required and the amount of suchGross-Up Payment and the assumptions to be utilized in arriving at such determination, shall bemade by KPMG, LLP or such other certified public accounting firm reasonably acceptable to theCompany as may be designated by Executive (the “Accounting Firm”) which shall provide detailedsupporting calculations both to the Company and the Executive within 15 business days of thereceipt of notice from Executive that there has been a Payment, or such earlier time as isrequested by the Company. All fees and expenses of the
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Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuantto this Section 5, shall be paid by the Company to Executive within five days of the later of (i)the due date for the payment of any Excise Tax or (ii) the receipt of the Accounting Firm’sdetermination. Any determination by the Accounting Firm shall be binding upon the Company andExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at thetime of the initial determination by the Accounting Firm hereunder, it is possible that Gross-UpPayments which will not have been made by the Company should have been made (“Underpayment”),consistent with the calculations required to be made hereunder. In the event that the Companyexhausts its remedies pursuant to Section 5(c) and Executive thereafter is required to make apayment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment thathas occurred and any such Underpayment shall be promptly paid by the Company to or for the benefitof Executive. However, in no event shall any Gross-Up Payments to Executive be made later than theend of the calendar year following the calendar year in which Executive remits the Excise Taxes.     (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Servicethat, if successful, would require the payment by the Company of the Gross-Up Payment. Suchnotification shall be given as soon as practicable but no later than ten business days afterExecutive receives written notification of such claim and shall apprise the Company of the natureof such claim and the date on which such claim is requested to be paid. Executive shall not paysuch claim prior to the expiration of the 30-day period following the date on which it gives suchnotice to the Company (or such shorter period ending on the date that any payment of taxes withrespect to such claim is due). If the Company notifies Executive in writing prior to theexpiration of such period that it desires to contest such claim, Executive shall:          (i) give the Company any information reasonably requested by the Company relating tosuch claim;          (ii) take such action in connection with contesting such claim as the Company shallreasonably request in writing from time to time; *provided, however*, that the Company’sselection of one or more attorneys to provide legal representation with respect to suchclaim shall be subject to Executive’s prior written approval;          (iii) cooperate with the Company in good faith in order to contest such claimeffectively; and          (iv) permit the Company to participate in any proceedings relating to such claim;*provided, however*, that the Company shall bear and pay directly all costs and expenses (includingadditional interest and penalties) incurred in connection with such contest and shall indemnify andhold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (includinginterest and penalties with respect thereto) imposed as a result of such representation and paymentof costs and expenses. Without limitation on the foregoing provisions of this Section 5(c), theCompany shall control all proceedings taken in connection with such contest, and, at its soleoption, may pursue or forgo any and all administrative appeals, proceedings,
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hearings and conferences with the taxing authority in respect of such claim and may, at its soleoption, either pay the tax claimed to the appropriate taxing authority on behalf of Executive anddirect Executive to sue for a refund or contest the claim in any permissible manner, and Executiveagrees to prosecute such contest to a determination before any administrative tribunal, in a courtof initial jurisdiction and in one or more appellate courts, as the Company shall determine;*provided, however*, that, if the Company pays such claim and directs Executive to sue for a refund,the Company shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Taxor income tax (including interest or penalties with respect thereto) imposed with respect to suchpayment or with respect to any imputed income in connection with such payment; and *provided,further*, that any extension of the statute of limitations relating to payment of taxes for thetaxable year of Executive with respect to which such contested amount is claimed to be due islimited solely to such contested amount. Furthermore, the Company’s control of the contest shallbe limited to issues with respect to which the Gross-Up Payment would be payable hereunder, andExecutive shall be entitled to settle or contest, as the case may be, any other issue raised by theInternal Revenue Service or any other taxing authority.     (d) If, after payment by the Company of an amount on Executive’s behalf pursuant to Section5(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall(subject to the Company’s complying with the requirements of Section 5(c)) promptly pay to theCompany the amount of such refund (together with any interest paid or credited thereon after taxesapplicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuantto Section 5(c), a determination is made that Executive shall not be entitled to any refund withrespect to such claim and the Company does not notify Executive in writing of its intent to contestsuch denial of refund prior to the expiration of 30 days after such determination, then the amountof such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to bepaid.     6. Assignment of This Agreement or Benefits Hereunder.     (a) Successors. The Company will require any successor (whether via a Change inControl, direct or indirect, by purchase, merger, consolidation, or otherwise) of the Company toexpressly assume and agree to perform the obligations under this Agreement in the same manner andto the same extent that the Company would be required to perform it if no such succession had takenplace. Failure of the Company to obtain such assumption and agreement prior to the effectivenessof any such succession shall, as of the date immediately preceding the date of a Change in Control,automatically provide Executive with Good Reason to collect, immediately, full benefits hereunderas a Qualifying Termination.     (b) Assignment by Executive. This Agreement shall inure to the benefit of and beenforceable by Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees, and legatees. If an Executive should die while anyamount is still payable to Executive hereunder had Executive continued to live, all such amounts,unless otherwise provided herein, shall be paid in accordance with the terms of this Compensationand Assurance Benefits Agreement to Executive’s estate. Executive’s rights hereunder shall nototherwise be assignable.
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     7. Notices. Any notice required to be delivered to the Company by Executive hereundershall be properly delivered to the Company when personally delivered to (including by a reputableovernight courier), or actually received through the U.S. mail, postage prepaid, by:Lance, Inc.