| Purposes      and Introduction    | The      2010 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 2010 Annual Performance Incentive Plan for      Officers (the “2010 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      2010, participants will be eligible to earn incentive awards based on the      performance measures listed on Exhibit A hereto and defined as      follows: 1.Net      Revenue is defined as sales and other operating revenue, net of returns,      allowances, discounts and other sales deduction items for the 2010 fiscal      year, as audited and reported in the Company’s Form 10-K for the 2010      fiscal year. 2.Corporate      Earnings Per Share (“Corporate EPS”) is defined as the fully diluted      earnings per share of the Company for the 2010 fiscal year, as audited and      reported in the Company’s Form 10-K for the 2010 fiscal      year. 3.Cash      Flow From Operations is defined as the net cash flow from operating      activities for the 2010 fiscal year, as audited and reported in the      Company’s Form 10-K for the 2010 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 2010 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.  |
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| Plan      Year                              | The      period over which performance will be measured is the Company’s 2010      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 2010 participants      approved by the Compensation Committee at its February 8, 2010      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. 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      2010 performance measures are on Exhibit A attached hereto.                         Threshold                  Target                   MaximumAward      Level      Funded                                                       50%                      100%                        200%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|                                        | 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 Revenue 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 2010 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 incentive                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Individual      Performance                 | Each      participant will receive 35% of his or her Target Incentive Award based on      Net Revenue, 45% of his or her Target Incentive Award based on Corporate      EPS, and 20% of his or her Target Incentive Award based on Cash Flow From      Operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Form      andTiming      ofPayments         | 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 2010      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 ofEmployment      | In      the event a participant voluntarily terminates employment (other than      Retirement) or is terminated involuntarily during the Plan Year, any Award      will be forfeited.  In the event of death, Disability or      Retirement during the Plan Year, the Award will be paid on a pro rata      basis based on the actual performance determined after the end of the Plan      Year.  In the event of any termination of employment after the      end of the Plan Year (including death, Disability, Retirement, voluntary      termination or involuntary termination for any reason), any Award will be      determined based on actual performance and paid at the same time as Awards      are paid to all 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      InControl                       | 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      2010 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 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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|   | *      Excludes acquisitions, divestitures and special items, which are      significant one-time income or expenseitems. |
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|  Name                |  Title                                                                             |   | AwardPercentage |   |   | TargetIncentive |   |
|---------------------------|-----------------------------------------------------------------------------------------|--------|-----------------|--------|--------|-----------------|--------|
|                      |                                                                                    |   |            |   |   |            |   |
| David      V. Singer      | President      and Chief Executive Officer                                              |   |            | 100    | %      |            | $      | 700,000 |   |
|                      |                                                                                    |   |            |   |   |            |   |   |   |
| Rick      D. Puckett      | Executive      Vice President,Chief      Financial Officer,Treasurer      and Secretary |   |            | 60     | %      |            | $      | 248,000 |   |
|                      |                                                                                    |   |            |   |   |            |   |   |   |
| Glenn      A. Patcha      | Senior      Vice President –Sales      and Marketing                              |   |            | 50     | %      |            | $      | 185,600 |   |
|                      |                                                                                    |   |            |   |   |            |   |   |   |
| Blake      W. Thompson    | Senior      Vice President - Supply Chain                                               |   |            | 50     | %      |            | $      | 154,700 |   |
|                      |                                                                                    |   |            |   |   |            |   |   |   |
| Kevin      A. Henry       | Senior      Vice President and Chief Human Resources Officer                            |   |            | **     | %      |            | $      | **  |   |
|                      |                                                                                    |   |            |   |   |            |   |   |   |
| Earl      D. Leake        | Senior      Vice President                                                              |   |            | 50     | %      |            | $      | 140,300 |   |
|                      |                                                                                    |   |            |   |   |            |   |   |   |
| Margaret      E. Wicklund | Vice      President, Controller and Assistant Secretary                                 |   |            | **     | %      |            | $      | **  |   |

| ** | Amounts      are omitted for participants other than the Chief Executive Officer, Chief      Financial Officer and other executive officers who were named in the      Summary Compensation Table of the Company’s Proxy Statement for the 2010      Annual Meeting ofStockholders. |
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