EX-10.15










Exhibit 10.15




LANCE, INC.




2008 Three-Year Performance Incentive Plan for Officers and Key Managers

(As Amended through December 11, 2008)




	 	 	 
	Purposes and
Introduction

	 	The 2008 Three-Year Performance Incentive Plan for Officers and Key
Managers provides for Stock Options, Restricted Stock and 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 2008 Three-Year Performance Incentive Plan for
Officers and Key Managers (the “2008 Plan”) are to:
	 
	 	 
	 

	 	• Align officers’ and managers’ interests with those of stockholders
by linking a substantial portion of compensation to the price of the
Company’s Common Stock and to the Company’s net sales over the 2008 fiscal
year based on the Company’s 2008 Operating Plan.
	 
	 	 
	 

	 	• Provide a way to attract and retain key executives and managers who
are critical to Lance’s future success.
	 
	 	 
	 

	 	• Provide competitive total compensation for executives and managers
commensurate with Company performance. 



To achieve the maximum motivational impact, the Plan and the awards
opportunities will be communicated to participants as soon as practical
after the 2008 Plan is approved by the Compensation Committee of the Board
of Directors.
	 
	 	 
	 

	 	Each officer will be assigned a Target Incentive based on market and peer
group data and each other participant will be assigned a Target Incentive,
stated as a percent of base salary. The Chief Executive Officer is
assigned a Target Incentive based on his Employment Agreement.
Concurrently with the approval of the 2008 Plan, 35% of the Target
Incentive will be awarded in the form of Nonqualified Stock Options and 30%
will be awarded in the form of Restricted Stock. The final 35% of the
Target Incentive will be in the form of a Performance Award to be settled
in shares of Common Stock (with a portion as Restricted Stock) after the
end of the 2008 fiscal year (the “Performance Period”), based on the
attainment of a predetermined goal.






 









 






	 	 	 
	 

	 	For 2008, participants will be eligible to earn the Performance Award based
on the Company’s Net Sales against the specific goal described below.
	 
	 	 
	 

	 	Net Sales during the Performance Period is defined as sales and other
operating revenue, net of returns, allowances, discounts and other sales
deduction items.
	 
	 	 
	 

	 	Base salary shall be the annual rate of base compensation for the 2008
fiscal year which is in effect on February 21, 2008; provided that for any
award intended to satisfy the Performance-Based Exception, base salary
shall be the annual rate of base compensation for the fiscal year which is
set no later than March 31 of such fiscal year.
	 
	 	 
	Eligibility and
Participation

	 	Eligibility in the Plan is limited to Executive Officers and managers in
Salary Grade 21 and above who are key to Lance’s success. The Compensation
Committee will review and approve participants nominated by the President
and Chief Executive Officer. An employee hired or promoted into an
eligible position during the Performance Period will not participate in the
2008 Plan. Participation in the 2008 Plan does not guarantee participation
in any subsequent long-term incentive plans but will be reevaluated and
determined on an annual basis.
	 
	 	 
	 

	 	Attachment A-1 and Attachment A-2 include the list of 2008 Plan
participants approved by the Compensation Committee on February 21, 2008.
	 
	 	 
	Target Incentives and
Performance Measure

	 	Each participant will be assigned a Target Incentive as specified above.
Participants will be assigned to a Performance Tier by Salary Grade.
	 
	 	 





	 	 	 
	Performance Tier	 	Performance Tier Description
	1
	 	Officer
	2
	 	Non-Officer Vice President






	 	 	 
	 

	 	For the Performance Awards, the 2008 financial performance measure for the
Company as a whole is shown below. The goal and related payout are also
shown below.






 









 






	 	 	 	 	 	 	 
	 	 	Threshold	 	Target	 	Maximum
	Lance, Inc. Net Sales
	 	$770 million	 	$800 million	 	$875 million
	Award Level Funded
	 	50%	 	100%	 	400%






	 	 	 
	 

	 	Percent of payout will be determined on a straight line basis between
Threshold and Target and between Target and Maximum. There will be no
payouts unless the Threshold performance measure is reached.
	 
	 	 
	 

	 	The performance measure will be communicated to each participant as soon as
practicable after it has been established. Final Performance Awards will
be calculated after the Compensation Committee has reviewed the Company’s
audited financial statements for 2008 and determined the performance level
achieved.
	 
	 	 
	 

	 	The following definitions for the terms Maximum, Target and Threshold
should help set the goals for the Performance Period, as well as evaluate
the payouts:
	 
	 	 
	 

	 	• Maximum: Excellent; deserves payout above Target
	 
	 	 
	 

	 	• Target: Normal or expected performance; deserves Target payout
	 
	 	 
	 

	 	• Threshold: Lowest level of performance deserving a payout
	 
	 	 
	 

	 	Attachment A-1 and Attachment A-2 list the Target Incentives for each
participant for the 2008 Plan as determined by the Compensation Committee.
Target Incentives will be communicated to each participant as close to the
beginning of the year as practicable, in writing. Target Incentives,
except for Officers, will be calculated by multiplying each participant’s
base salary by the appropriate Performance Tiers and percentages, as
described below.






	 	 	 
	 	 	Percentage of Base Salary
	Performance Tier	 	for 2008 Target Incentives
	2
	 	35-45%






	 	 	 
	 

	 	Final Performance Awards will be calculated, paid and granted after the
Compensation Committee has reviewed the Company’s audited financial
statements for 2008 and determined the performance levels achieved.






 









 






	 	 	 
	Awards

	 	As further specified on Attachment B-1 and Attachment B-2, the Awards under
the 2008 Plan shall be as follows:
	 
	 

	 	1. Stock Options. Each participant shall receive Stock Options equal to
35% in value of his or her Target Incentive. The number of Stock Options
awarded to each participant will equal the dollar value of the
participant’s Stock Option Incentive divided by the Black-Scholes value of
the Stock Options, with the result rounded up to the nearest multiple of
three shares.
	 
	 	 
	 

	 	The grant date for Stock Options will be the date the awards are approved
by the Compensation Committee and the exercise price will be the Fair
Market Value of the Common Stock on the grant date. Each Stock Option will
vest in three substantially equal annual installments beginning one year
after the date of grant and the term of each Stock Option will be ten
years.
	 
	 	 
	 

	 	2. Restricted Stock. Each participant shall receive Restricted Stock
equal to 30% in value of his or her Target Incentive. The number of shares
of Restricted Stock awarded to each participant will equal the dollar value
of the participant’s Restricted Stock Incentive divided by the closing
price of the Common Stock on the date of award, with the results rounded up
to the nearest multiple of three shares.
	 
	 	 
	 

	 	The award date for Restricted Stock will be the date the awards are
approved by the Compensation Committee and the value shall be the Fair
Market Value of the Common Stock on the award date. Each award of
Restricted Stock will vest in three substantially equal annual installments
beginning one year after the date of award.
	 
	 	 
	 

	 	3. Performance Awards. Each participant shall receive a Performance Award
equal to 35% in value of his or her Target Incentive. 



As a Performance Award, the number of shares of the Company’s Restricted
Stock awarded will equal the applicable dollar value divided by the closing
price for the Company’s Common Stock on the award date, with the result
rounded up to the nearest multiple of three shares. One-third of such
shares of Restricted Stock will be fully vested on the award date with an
additional one-third vesting one year after the award date and the balance
vesting two years after the award date.
	 
	 	 
	 

	 	For purposes of the 2008 Plan, the award date for shares of Restricted
Stock as a Performance Award will be the date established by the
Compensation Committee after the applicable performance level has been
determined.






 









 






	 	 	 
	Form and Timing of
Awards

	 	Awards will be made as soon as practicable after the performance measure is
calculated and approved by the Compensation Committee. All awards will be
rounded to the nearest multiple of $100 or up to the nearest multiple of
three shares, as the case may be.
	 
	 	 
	Change In Status

	 	An employee hired or promoted into an eligible position during the
Performance Period will not participate in the 2008 Plan.
	 
	 	 
	Certain
Terminations of
Employment

	 	Performance Awards


In the event a participant voluntarily terminates employment (other than
Retirement) or is terminated involuntarily before the end of the
Performance Period but before the applicable award date, the participant
shall not receive any Performance Award hereunder.
	 
	 	 
	 

	 	In the event of a participant’s death or Disability before the end of the
Performance Period, any Performance Award will be determined on the date of
such event based on target performance and paid out all in cash as soon as
administratively practicable (but in no event more than 75 days) after the
date of such event. In the event of a participant’s death or Disability on
or after the end of the Performance Period but before the applicable award
date, any Performance Award will be determined based on actual performance
and paid out all in cash on or about the applicable award date.
If the event of a participant’s Retirement during or after the end of the
Performance Period but before the applicable award date, any Performance
Award will be determined based on actual performance and paid out all in
cash on or about the applicable award date.
	 
	 	 
	 

	 	Stock Options
	 
	 	 
	 

	 	In the event a participant voluntarily terminates employment (other than by
Retirement) or is terminated involuntarily or in the event of death,
Disability or Retirement, vesting and the post-termination exercise period
for Stock Options will be as follows:
	 
	 	 
	 

	 	Voluntary termination (other than Retirement): Stock Options, whether
vested or unvested, cease to be exercisable as of the date of termination.






 









 






	 	 	 
	 

	 	Involuntary termination: Vested Stock Options will remain exercisable for
a period of 30 days following the date of termination (or, if earlier, the
original expiration date of the option); unvested Stock Options will be
forfeited as of the date of termination.
	 
	 	 
	 

	 	Death: Stock Options will remain exercisable for a period of one year
following the date of death (or, if earlier, the original expiration date
of the option); unvested Stock Options will become fully vested as of the
date of termination.
	 
	 	 
	 

	 	Disability: Vested Stock Options will remain exercisable through the
original expiration date of the option; unvested Stock Options will become
fully vested as of the date of termination.
	 
	 	 
	 

	 	Retirement: Vested Stock Options will remain exercisable for a period of
three years following retirement (or, if earlier, the original expiration
date of the option); unvested Stock Options will continue to vest for a
period of six months after Retirement and any remaining unvested Stock
Options will be forfeited as of such date.
	 
	 	 
	 

	 	Restricted Shares
	 
	 	 
	 

	 	In the event a participant voluntarily terminates employment (other than by
Retirement) or is terminated involuntarily or in the event of death,
Disability or Retirement, vesting for Restricted Stock (including any
Restricted Stock granted in connection with a Performance Award following
completion of the Performance Period) will be as follows:
	 
	 	 
	 

	 	Voluntary termination (other than Retirement): Unvested Restricted Stock
will be forfeited as of the date of termination.
	 
	 	 
	 

	 	Involuntary termination: Unvested Restricted Stock will be forfeited as of
the date of termination.
	 
	 	 
	 

	 	Death: Unvested Restricted Stock will become fully vested on the date of
such event.
	 
	 	 
	 

	 	Disability: Unvested Restricted Stock will become fully vested on the date
of such event.
	 
	 	 
	 

	 	Retirement: Unvested Restricted Stock will become vested pro rata based on
the number of full months elapsed since the award date and any remaining
unvested Restricted Stock will be forfeited as of such date.






 









 






	 	 	 
	 

	 	“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, (i) unvested Stock Options and
unvested Restricted Stock will vest as provided in the Incentive Plan and
(ii) for outstanding Performance Awards pro rata payouts will be made all
in cash at the greater of (1) Target Incentive or (2) actual results
through the closing date with such proration based on the number of days in
the Performance Period preceding the closing of the Change in Control
transaction. Payouts will be made within 30 days after the relevant
transaction has been closed.
	 
	 	 
	Withholding

	 	The Company shall withhold from awards any Federal, foreign, state or local
income or other taxes required to be withheld.
	 
	 	 
	Communications

	 	Progress reports should be made to participants annually, showing
performance results.
	 
	 	 
	Executive Officers

	 	Notwithstanding any provisions to the contrary above, participation, awards
and prorations for Executive Officers, including the President and Chief
Executive Officer, shall be approved by the Compensation Committee.
	 
	 	 
	Stockholder 

Approval

	 	The 2008 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 and
goals, final award components and determination and amendments to the Plan.
The Committee may adjust any award due to extraordinary events such as
acquisitions, dispositions, 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. Subject to the foregoing, the decisions of the Committee shall be
conclusive and binding on all participants.






 









 






Attachment A-1

2008 Three-Year Performance Incentive Plan for Officers




	 	 	 	 	 	 	 
	 	 	 	 	Target
	Name	 	Title	 	Incentive
	David V. Singer

	 	President and Chief
Executive Officer
	 	$	1,000,000	 
	 
	 	 	 	 	 	 
	Rick D. Puckett

	 	Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
	 	$	235,000	 
	 
	 	 	 	 	 	 
	Glenn A. Patcha

	 	Senior Vice President —
Sales and Marketing
	 	$	191,000	 
	 
	 	 	 	 	 	 
	Blake W. Thompson

	 	Senior Vice President — Supply Chain
	 	$	178,500	 
	 
	 	 	 	 	 	 
	Earl D. Leake

	 	Senior Vice President — Human Resources
	 	$	**	 
	 
	 	 	 	 	 	 
	Margaret E. Wicklund

	 	Vice President, Corporate 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 2008 Annual Meeting of Stockholders.




 









 










Attachment B-1

2008 Three-Year Performance Incentive Plan for Officers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Nonqualified	 	Restricted	 	Performance
	 	 	Stock Option	 	Stock	 	Stock	 	Award
	Name	 	  Incentive  	 	Options	 	Awards	 	Opportunity
	David V. Singer
	 	$	350,000	 	 	 	99,999	 	 	$	300,000	 	 	$	350,000	 
	Rick D. Puckett
	 	$	82,250	 	 	 	23,499	 	 	$	70,500	 	 	$	82,300	 
	Glenn A. Patcha
	 	$	66,850	 	 	 	19,101	 	 	$	57,300	 	 	$	66,900	 
	Blake W. Thompson
	 	$	62,475	 	 	 	17,850	 	 	$	53,600	 	 	$	62,500	 
	Earl D. Leake
	 	$	*	*	 	 	*	*	 	$	*	*	 	$	*	*
	Margaret E. Wicklund
	 	$	*	*	 	 	*	*	 	$	*	*	 	$	*	*








 




			
	**	 	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 2008 Annual Meeting of Stockholders.