Exhibit 10.1
 LANCE, INC.
 2009 Annual Performance Incentive Plan for Officers
 Purposes and
Introduction
    
    The 2009 Annual Performance Incentive Plan provides for 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 Annual Performance Incentive Plan for
Officers (the 2009 Plan) are to:     Motivate behaviors that lead to the successful achievement of
specific sales, financial and operations goals that support Lances
stated business strategy and to align participants interests with those
of stockholders.     Emphasize link between participants performance and rewards for
meeting predetermined, specific goals.     Focus participants attention on operational effectiveness from
both an earnings and an investment perspective.     Promote the performance orientation at Lance and communicate to
employees that greater responsibility carries greater rewards.For 2009, participants will be eligible to earn incentive awards based
on the performance measures listed on Exhibit A hereto and defined as
follows:1.    Net Sales is defined as sales and other operating revenue, net of
returns, allowances, discounts and other sales deduction items for the
2009 fiscal year, as audited and reported in the Companys Form 10-K for
the 2009 fiscal year.2.    Corporate Earnings Per Share (Corporate EPS) is defined as the
fully diluted earnings per share of the Company for the 2009 fiscal
year, as audited and reported in the Companys Form 10-K for 2009 fiscal
year.3.    Sales Per Route Improvement is defined as the percentage improvement
in gross sales through the direct-store-delivery (DSD) system divided
by 52 and divided by the average number of routes in the DSD system for
the 2009 fiscal year over that for the 2008 fiscal year.




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4.    Supply Chain Costs Reduction is defined as the percentage reduction,
expressed in percentage points or basis points (bps), in total
manufacturing conversion costs plus total costs of shipping and
distribution, excluding DSD costs, divided by total net sales for the
2009 fiscal year over that for the 2008 fiscal year.To achieve the maximum motivational impact, plan goals and the awards
that will be received for meeting those goals 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 participant will be assigned a Target Incentive, stated as a
percent of base salary. The Target Incentive Award, or a greater or
lesser amount, will be earned at the end of the Plan Year based on the
attainment of predetermined goals.Base salary shall be the annual rate of base compensation for the Plan
Year which is set no later than April of such Plan Year; provided that
for any award intended to satisfy the Performance-Based Exception, base
salary shall be the annual rate of base compensation for the Plan Year
which is set no later than March 31 of such Plan Year.Not later than 75 days after fiscal year-end, 100% of the awards earned
will be payable to participants in cash.Plan Year
    
    The period over which performance will be measured is the Companys 2009
fiscal year (the Plan Year).Eligibility and
Participation
    
    Eligibility in the Plan is limited to Officers of Lance who are key to
Lances success. The Compensation Committee of the Board of Directors
will review and approve participants nominated by the President and
Chief Executive Officer. Participation in one year does not guarantee
participation in a following year, but instead will be reevaluated and
determined on an annual basis.Participants in the Plan may not participate in any other annual
incentive plan (e.g., sales incentives, etc.) offered by Lance or its
affiliates. Exhibit B includes the list of 2009 participants approved
by the Compensation Committee at its February 9, 2009 meeting.Target Incentive
Awards
    
    Each participant will be assigned a Target Incentive expressed as a
percentage of his or her base salary. Participants may be assigned
Target Incentives by position, by salary level or based on other factors
as determined by the Compensation Committee.
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Target Incentives will be reevaluated at least every other year, if not
annually. If the job responsibility of a position changes during the
year, or base salary is increased significantly, the Target Incentive
shall be revised as appropriate.Exhibit B lists the Target Incentive for each participant for the Plan
Year. Target Incentives will be communicated to each participant as
close to the beginning of the year as practicable, in writing. Final
awards will be calculated by multiplying each participants Target
Incentive by the appropriate percentage (based on performance for the
year, as described below).Performance
Measures and Award
Funding
    
    The 2009 performance measures are on Exhibit A attached hereto.
 Threshold
    
    Target
    
    MaximumAward Level Funded
    

    50%

    

    100%

    

    200%
 Percent of payout will be determined on a straight line basis from
Threshold to Target and from Target to Maximum. There will be no payout
unless the Threshold for the applicable performance measure is
reached. 

The payout for the Net Sales performance measure shall not exceed Target
if the Corporate EPS performance measure does not equal or exceed its
Threshold.The performance measures will be communicated to each participant as
soon as practicable after they have been established. Final Target
Incentive Awards will be calculated after the Compensation Committee has
reviewed the Companys audited financial statements for 2009 and
determined the performance level achieved.Threshold, Target and Maximum levels will be defined at the beginning of
each Plan Year for each performance measure.The following definitions for the terms Maximum, Target and Threshold
should help set the goals for each year, as well as evaluate the
payouts:     Maximum: Excellent; deserves an above-market incentive     Target: Normal or expected performance; deserves market-level
incentive     Threshold: Lowest level of performance deserving payment above
base salary; deserves below-market incentiveIndividual
Performance
    
    Each participant will receive 35% of his or her Target Incentive Award
based on Net Sales, 45% of his or her Target Incentive Award based on
Corporate EPS, 10% of his or her Target Incentive Award based on Sales
Per Route Improvement and 10% of his or her Target Incentive Award based
on Supply Chain Costs Reduction.
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Form and
Timing of
Payments
    
    Final award payments will be made in cash as soon as practicable after
award amounts are approved by the Compensation Committee of the Board of
Directors, but not more than 75 days after the end of the Companys 2009
fiscal year. All awards will be rounded to the nearest $100.Change in Status
    
    An employee hired into an eligible position during the Plan Year may
participate in the Plan for the balance of the Plan Year on a pro rata
basis.Certain
Terminations of
Employment
    
    In the event a participant voluntarily terminates employment (other than
Retirement) or is terminated involuntarily during or after the end of
the Plan Year but before the payment date, any Award will be forfeited.
In the event of death, Disability or Retirement, the award will be paid
on a pro rata basis based on the actual performance determined after the
end of the Plan Year. Awards otherwise will be calculated on the same
basis as for other participants.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, pro rata payouts will be made at
the greater of (1) Target Incentives or (2) actual results for the
year-to-date, based on the number of days in the Plan Year preceding the
Change in Control. Payouts will be made within 30 days after the
relevant transaction has been completed.Withholding
    
    The Company shall withhold from award payments any Federal, foreign,
state or local income or other taxes required to be withheld.Communications
    
    Progress reports should be made to participants quarterly showing the
year-to-date performance results and the percentage of Target Incentives
that would be earned if results remain at that level for the entire
year.Executive Officers
    
    Notwithstanding any provisions to the contrary above, participation,
Target Incentive Awards and prorations for executive officers, including
the President and Chief Executive Officer, shall be approved by the
Compensation Committee.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.
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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, performance objectives and final award determination. The
Committee may adjust any award due to extraordinary events such as
acquisitions, dispositions, discontinued operations, 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
 Performance Measures
 Performance Measure
    
    Weight
    
    Threshold
    
    Target
    
    MaximumNet Sales*
    
    
    35
    %
    
    $
    865
    million
    
    $
    915.7
    million
    
    $
    965
    millionCorporate EPS*
    
    
    45
    %
    
    $
    0.80
    
    
    $
    1.10
    
    
    $
    1.40Sales Per Route Improvement*
    
    
    10
    %
    
    
    1
    %
    
    
    10
    %
    
    
    15
    %Supply Chain Costs Reduction*
    
    
    10
    %
    
    
    1
    bps
    
    
    25
    bps
    
    
    125
    bps
 
 *
    
    Excludes acquisitions and special items, which are significant one-time income or expense
items.




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Exhibit B
 Award
    
    TargetName
    
    Title
    
    Percentage
    
    IncentiveDavid V. Singer
    
    President and Chief Executive Officer
    
    
    100
    %
    
    $
    660,000Rick D. Puckett
    
    Executive Vice President, Chief Financial Officer, Treasurer and Secretary
    
    
    50
    %
    
    $
    200,700Glenn A. Patcha
    
    Senior Vice President  Sales and Marketing
    
    
    50
    %
    
    $
    180,200Blake W. Thompson
    
    Senior Vice President  Supply Chain
    
    
    50
    %
    
    $
    150,200Earl D. Leake
    
    Senior Vice President  Human Resources
    
    
    50
    %
    
    $
    140,300M. 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.