Lance, Inc. 2000 Long-Term Incentive Plan for Officers

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

Lance, Inc. has established a 2000 Long-Term Incentive Plan for its executive officers and senior managers to align their interests with shareholders, attract and retain key talent, and offer competitive compensation. Under this plan, eligible participants receive stock option awards based on a percentage of their base salary, with vesting over four years and a ten-year exercise period. Awards may be adjusted for changes in employment status, and special provisions apply in cases of termination, retirement, disability, death, or company change in control. The plan is administered by the Compensation/Stock Option Committee.

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EX-10.11 2 g67640ex10-11.txt 2000 LONG-TERM INCENTIVE PLAN 1 EXHIBIT 10.11 LANCE, INC. 2000 LONG-TERM INCENTIVE PLAN FOR OFFICERS Purposes and Introduction The primary purposes of the 2000 Long-Term Incentive Plan for Officers are to: o Align executives' interests with those of stockholders by linking a substantial portion of pay to the price of Lance Common Stock. o Provide a way to attract and retain key executives and senior managers who are critical to Lance's future success. o Increase total pay for executives and senior managers to competitive levels. To achieve the maximum motivational impact, plan goals and the rewards that will be received for meeting those goals will be communicated to participants as soon as practical after the 2000 Plan is approved by the Compensation/Stock Option Committee. Each participant will be granted one or more Awards. Awards will be earned to the extent predetermined goals are attained. Plan Years The period over which performance will be measured is the Company's fiscal year and the 10 year period after the date of grant of awards. Eligibility and Participation Eligibility in the Plan is limited to Executive Officers and senior managers who are key to Lance's success. The Compensation/ Stock Option Committee of the Board of Directors will review and approve participants nominated by the President and CEO. Participation in one year does not guarantee participation in a following year but will be reevaluated and determined on an annual basis. Attachment A includes the list of 2000 participants approved by the Compensation/Stock Option Committee at its April 19, 2000 meeting. Initial awards will be made as soon as possible after the approval of the 2000 Plan by the Compensation/Stock Option Committee. 2 2 Awards Each participant will be granted Awards expressed as an economic value equal to a percentage of his or her Base Salary. Participants may be assigned to a Performance Tier by position by salary level or based on other factors as determined by the President and CEO. If the job duties of a position change during the year, or Base Salary is increased significantly, the Award shall be revised as appropriate. Attachment A lists the Awards for each participant for the 2000 Plan Year as granted by the Compensation/Stock Option Committee. Awards will be communicated to each participant as close to the beginning of the year as practicable, in writing. Awards will be calculated by multiplying each participant's Base Salary by the appropriate percentages, as described below. o Awards shall be calculated as follows:
Percentage of Base Salary Performance Tier for 2000 Awards ---------------- ------------------------- 1 *% 2 *% 3 *% 4 *%
o For 2000, Awards will be allocated as follows:
As a Percentage of Base Salary Performance 100% Stock Tier of Target Options ----------- --------- ------- 1 *% *% 2 *% *% 3 *% *% 4 *% *%
o To determine the number of shares of stock issued pursuant to each stock option, the value of each option is calculated using the Black-Scholes model, with the number of shares discounted. [*Targets not required to be disclosed.] Long-Term Incentives Each Participant shall receive stock options equal to 100% in economic value of his or her Award. Stock options will be nonqualified and will vest in four equal annual installments beginning one year after the date of grant and shall be exercisable for 10 years after the date of grant. Form and Timing of Awards will be made as soon as practicable Awards after awards are approved by the Compensation/Stock Option Committee of the Board of Directors. All awards will be rounded up to the nearest multiple of 50 shares. Change In Status An employee hired into an eligible position during the year may participate in the plan for the balance of the year on a pro rata basis. 3 3 Certain Terminations of In the event a participant voluntarily Employment terminates employment any award which has not vested will terminate and be forfeited. In the event a participant is terminated involuntarily, any award which has not vested will terminate and be forfeited except that stock options which have vested prior to involuntary termination may be exercised within 30 days of termination. In the event of death, stock options shall become fully vested and may be exercised within one year of death. In the event of permanent disability, stock options shall become fully vested and remain exercisable in accordance with the terms of the award. In the event of normal retirement, stock options which have or will vest within six months of normal retirement will vest and become exercisable in accordance with the terms of the award and may be exercised within three years of normal retirement. In the event of death, disability or normal retirement, restricted stock and performance restricted stock awards which are not vested will be vested pro rata based on the number of full months elapsed since the date of the award. In the event of early retirement, restricted stock awards which are not vested will be vested pro rata based on the number of full months elapsed since the date of the award. In all other cases, awards which have not vested upon termination of employment will terminate and be forfeited. Change In Control In the event of a Change in Control, the vesting of awards will be accelerated to fully vest upon the effective date of a Change in Control. For this purpose, a Change in Control is defined as when any person, corporation or other entity and its affiliates (excluding members of the Van Every Family and any trust, custodian or fiduciary for the benefit of any one or more members of the Van Every Family) acquires or contracts to acquire or otherwise controls in excess of 35% of the then outstanding equity securities of the Company. For the purposes of this plan, the Van Every Family shall mean the lineal descendants of Salem A. Van Every, Sr., whether by blood or adoption, and their spouses. 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 CEO, shall be approved by the Compensation/Stock Option Committee. Governance The Compensation/Stock Option 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 goals and final award determination. The decisions of the Committee shall be conclusive and binding on all participants. 4 4 ATTACHMENT A [Target awards omitted for participants as targets not required to be disclosed.]