**Exhibit 10.6**   **STATE OF NORTH CAROLINA**    **AGREEMENT****COUNTY OF MECKLENBURG**       **THIS AGREEMENT**(this “Agreement”) is entered into as of the Effective Date (defined below) byand between LANCE, INC., a North Carolina corporation (the “Company”), and L. R. Gragnani, Jr.(“Gragnani”).**STATEMENT OF PURPOSE**     Gragnani has been employed by the Company for a number of years and currently holds theposition of Vice President — Information Technology/CIO. On November 10, 1997, the Company andGragnani entered into an Executive Severance Agreement (the “Severance Agreement”) whereby theCompany agreed to provide Gragnani with certain benefits in the event of a termination of hisemployment. In addition, also on November 10, 1997, the Company and Gragnani entered in to aCompensation and Benefits Assurance Agreement whereby the Company agreed to provide Gragnani withcertain benefits in the event of the termination of his employment under certain specifiedcircumstances in connection with a Change in Control, as defined in the Compensation and BenefitsAssurance Agreement.     The parties have agreed to terminate the employment relationship and to resolve all issuesrelating to Gragnani’s employment with the Company and the termination of that employmentrelationship on the terms and conditions set forth in this Agreement.     **NOW, THEREFORE**, in consideration of the Statement of Purpose and the terms and provisions ofthis Agreement, the parties hereto mutually agree as follows:     1. **Definitions**. As used herein, the following terms shall have the following meanings: (a) “Affiliate” with reference to the Company means any Person thatdirectly or indirectly is controlled by, or is under common control with, theCompany, including each subsidiary of the Company. For purposes of thisdefinition the term “control” means the possession, directly or indirectly, ofthe power to direct or cause the direction of the management and policies of aPerson, whether through ownership of voting securities, by contract orotherwise.  (b) “Person” means any individual, corporation, association,partnership, business trust, joint stock company, limited liability company,foundation, trust, estate or other entity or organization of whatever nature.  (c) “Effective Date” with reference to this Agreement means theeighth (8th) day following the execution of this Agreement, if not a Saturday,Sunday
 

 
   or legal holiday, and if such day is a Saturday, Sunday or legal holiday,then the first business day following such eighth (8th) day.     2. **Termination of Employment; Resignation from Offices.**The Company does hereby terminateGragnani’s employment without cause, with said termination to be effective as of February 14, 2007(the “Termination Date”); however, beginning on January 24, 2007, Gragnani will be relieved fromthe performance of his regular duties and shall only be required to make himself available fromtime to time, during normal business hours, as requested by the Company’s Chief Financial Officeror his designee, to consult with Company officials on matters related to the business of theCompany. As requested by the Company, Gragnani hereby resigns from all offices, committees andpositions he holds with the Company and its Affiliates, including but not limited to the positionof Vice President — Information Technology/CIO, with said resignation to be effective as of theTermination Date. If requested by the Company, Gragnani will execute any additional resignationletters, forms or other documents that acknowledge his resignation from such employment, positions,committees and offices.     3. **Payments by the Company.**The Company agrees to pay or provide Gragnani with the following: (a) Compensation and benefits to which Gragnani is otherwiseentitled as an employee of the Company at Gragnani’s current rate and statusuntil the Termination Date in accordance with the Company’s generallyapplicable policies and procedures (because he will not be required to worknormal business hours during the period from January 24, 2007 through theTermination Date, Gragnani agrees that salary continuation during that periodshall exhaust Gragnani’s accrued vacation entitlement);  (b) Compensation and benefits to which Gragnani is entitled underthe Severance Agreement in accordance with the terms of the SeveranceAgreement. For purposes hereof, the Company acknowledges and agrees that thetermination of Gragnani’s employment shall be considered to have been an“involuntary Termination of Employment without Cause,” and Gragnani isentitled to receive all payments and benefits set forth in Paragraph 4 of theSeverance Agreement. The parties agree that Gragnani is entitled to be paid$264,600 under Paragraph 4(a) of the Severance Agreement and that Gragnani isentitled to receive under Paragraph 4(c) of the Severance Agreement the greaterof (i) $9,299 or (ii) the actual bonus earned through the Termination Date;  (c) Gragnani has participated in various Company sponsoredincentive plans. As the result of the termination of his employment, he willforfeit certain unvested benefits under the 2003 Long—Term Incentive Plan forOfficers and the 2004 Long-Term Incentive Plan for Officers and will forfeitall benefits (because none are vested) under the 2005 Long-Term Incentive Planfor Officers, the 2006 Five-Year Performance Equity Plan for Officers andSenior Managers and the 2006 Three-Year Incentive Plan for Officers. Asadditional consideration for the execution of this Agreement and insatisfaction of any claim to the unvested benefits under the 2003
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   Long-Term Incentive Plan for Officers (the stock options and restrictedstock which would have become vested in April of 2007) and in satisfactionof all of his rights (whether vested or unvested) under all of the2004, 2005 and 2006 incentive plans referenced above, the Company agrees topay Gragnani the sum of $128,500;  (d) Gragnani has participated in various other Company sponsoredbenefit plans including the Compensation Deferral and Benefit Restoration Plan,Profit-Sharing and 401(k) Retirement Savings Plan, the Employee Stock PurchasePlan and other Long-Term Incentive Plans. All of Gragnani’s vested interestsin any benefit plan in which he had vested interests as of the Termination Date(except the 2004 Long-Term Incentive Plan for Officers referenced in Paragraph3(c) above) shall be paid when and as provided in, and otherwise subject to,the terms, provisions and conditions of the applicable plans, and nothing inthis Agreement shall modify or override the terms, provisions or conditions ofthose plans;  (e) In the event that Gragnani elects to continue his medicalinsurance coverage under COBRA, the Company will pay the COBRA premium (exceptfor the amount of the group insurance premium that the Company’s employees mustcustomarily contribute from time to time for similar coverage, until theearlier of (i) February 13, 2008 or (ii) the date Gragnani becomes eligible formedical insurance coverage under a successor employer’s plan;  (f) The Company will provide Gragnani with 90 days of outplacementservices through a vendor to be identified and paid by the Company. Theoutplacement will begin on a date chosen by Gragnani no later than ninety (90)days from the Effective Date;  (g) The Company will sell Gragnani the automobile used by him inconnection with his employment for $20,000 which represents a discount off theretail value of such vehicle.     4. **Termination of Compensation and Benefits Assurance Agreement and all Other Benefits NotSpecified in this Agreement**. It is agreed that this Agreement is not being entered into inconnection with a Change in Control, that Gragnani is not entitled to receive any compensation orbenefits under the Compensation and Benefits Assurance Agreement, that the Compensation andBenefits Assurance Agreement is hereby terminated and that neither party has any further rights andobligations thereunder. The Company and Gragnani acknowledge and agree that all other benefits andperquisites related to or resulting from Gragnani’s employment and positions with the Company andits Affiliates, which are not described and provided for in this Agreement, terminate on theTermination Date, and that the Company has no further obligations with respect thereto.     5. **Confidential Information and Company Property.**Gragnani acknowledges that by reason ofGragnani’s employment by the Company, Gragnani has had access to certain Company “Trade Secrets”(as defined in the North Carolina Trade Secrets Protection Act,
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N.C.G.S. §66-152) and confidential Company information relating to the business of the Company(collectively “Confidential Information”). Gragnani agrees that he shall not directly orindirectly use, reveal, disclose or remove from the Company’s premises Confidential Information ormaterial containing Confidential Information, without the prior written consent of the Company. Inaddition, Gragnani represents that he has returned to the Company all property of the Company whichwas in his possession.     6. **Employment Taxes and Withholdings**. Gragnani acknowledges and agrees that the Company shallwithhold from the payments and benefits described in this Agreement all taxes, including income andemployment taxes, required to be so deducted or withheld under applicable law.     7. **Confidentiality of this Agreement; Employment Reference.**Gragnani shall not at any time,directly or indirectly, discuss with or disclose to anyone (other than to members of his immediatefamily, his attorneys, his tax advisors and the appropriate taxing authorities or as otherwiserequired by law, hereinafter “Qualified Persons”) the terms of this Agreement, including theamounts payable hereunder. If any person asks about the above matters, he will simply say that allissues relating to his employment have been resolved. Gragnani further agrees that he will refrainfrom making derogatory comments about the Company or its agents or Affiliates. The Company agreesthat the Company and its officers and managers will likewise refrain from making derogatorycomments about Gragnani. The Company further agrees that if any person makes inquiry concerningGragnani, the Company will advise such person only as to the dates of Gragnani’s employment withthe Company and the positions held.     8. **Release of the Company.**Gragnani, on behalf of himself and his heirs, personalrepresentatives, successors and assigns, hereby releases and forever discharges the Company and itsAffiliates, and each and every one of their respective present and former shareholders, directors,officers, employees and agents, and each of their respective successors and assigns, from andagainst any and all claims, demands, actions, causes of action, damages, costs and expenses,including without limitation all “Employment-Related Claims,” which Gragnani now has or may have byreason of any thing occurring, done or omitted to be done prior to the Effective Date of thisAgreement; provided, however, this release shall not apply to any claims thatGragnani may have for the payments or benefits expressly provided for Gragnani or otherwisespecifically referred to in this Agreement. For purposes of this Agreement, “Employment-RelatedClaims” means all rights and claims Gragnani has or may have: (i) related to his employment by or status as an employee of theCompany or any of its Affiliates or the termination of that employment orstatus or to any employment practices and policies of the Company, or itsAffiliates;  (ii) related to any of the incentive plans referenced in Paragraph3(c) above; and  (iii) under the federal Age Discrimination in Employment Act of1967, as amended (“ADEA”).
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     9. **Special ADEA Waiver Acknowledgements.**GRAGNANI ACKNOWLEDGES AND AGREES THAT HE HAS READTHIS AGREEMENT IN ITS ENTIRETY AND THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL KNOWN ANDUNKNOWN CLAIMS, INCLUDING RIGHTS AND CLAIMS ARISING UNDER THE FEDERAL AGE DISCRIMINATION INEMPLOYMENT ACT OF 1967, AS AMENDED (“ADEA”). GRAGNANI FURTHER ACKNOWLEDGES AND AGREES THAT: (a) THIS AGREEMENT DOES NOT RELEASE, WAIVE OR DISCHARGE ANY RIGHTSOR CLAIMS THAT MAY ARISE AFTER THE EFFECTIVE DATE OF THIS AGREEMENT;  (b) HE IS ENTERING INTO THIS AGREEMENT AND RELEASING, WAIVING ANDDISCHARGING RIGHTS OR CLAIMS ONLY IN EXCHANGE FOR CONSIDERATION THAT HE IS NOTALREADY ENTITLED TO RECEIVE;  (c) HE HAS BEEN ADVISED, AND IS BEING ADVISED IN THIS AGREEMENT, TOCONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT;  (d) HE HAS BEEN ADVISED, AND IS BEING ADVISED IN THIS AGREEMENT,THAT HE HAS UP TO TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENTAND TO DELIVER (OR CAUSE TO BE DELIVERED) THIS AGREEMENT TO EARL D. LEAKE, VICEPRESIDENT OF HUMAN RESOURCES, AND THAT IF HE EXECUTES THIS AGREEMENT PRIOR TOTHE EXPIRATION OF THE TWENTY-ONE (21) DAY PERIOD, THEN HE EXPRESSLY WAIVES HISRIGHTS WITH RESPECT TO THE REMAINING TIME, AND THAT THE AGREEMENT WILL BECOMEEFFECTIVE THE EIGHTH DAY AFTER HE SIGNS IT AS REFERENCED IN PARAGRAPH 9(e)BELOW; AND  (e) HE IS AWARE THAT HE MAY REVOKE THIS AGREEMENT AT ANY TIMEWITHIN SEVEN (7) DAYS AFTER THE DAY HE SIGNS THIS AGREEMENT AND THAT THISAGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EIGHTH DAY AFTERTHE DATE THIS AGREEMENT IS SIGNED, ON WHICH DAY, THE EFFECTIVE DATE, THISAGREEMENT WILL AUTOMATICALLY BECOME EFFECTIVE UNLESS PREVIOUSLY REVOKED WITHINTHAT SEVEN-DAY PERIOD. HE IS ALSO AWARE THAT TO AFFECT A REVOCATION, HE MAY,WITHIN THE SEVEN-DAY PERIOD DELIVER (OR CAUSE TO BE DELIVERED) TO EARL D.LEAKE, VICE PRESIDENT OF HUMAN RESOURCES, NOTICE OF HIS REVOCATION OF THISAGREEMENT NO LATER THAN 5:00 P.M. EASTERN TIME ON THE SEVENTH (7TH) DAYFOLLOWING HIS EXECUTION OF THIS AGREEMENT.
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     10. **Applicable Law.**This Agreement is made and executed with the intention that theconstruction, interpretation and validity hereof shall be determined in accordance with andgoverned by the laws of the State of North Carolina.     11. **Binding Effect.**This Agreement shall be binding upon and inure to the benefit of theCompany, its successors and assigns. This Agreement shall be binding upon and inure to the benefitof Gragnani, his heirs, executors and administrators.     12. **Entire Agreement.**This Agreement constitutes the entire agreement between the partieswith respect to the subject matter hereof and supersedes and cancels all prior or contemporaneousoral or written agreements and understandings between them with respect to the subject matterhereof.     **IN WITNESS WHEREOF**, the Company has caused this Agreement to be signed by its duly authorizedofficer on the execution date indicated below, and Gragnani has hereunto set his hand and seal onthe execution date indicated below.       LANCE, INC.       By s/ Earl D. Leake         Earl D. Leake