Lance, Inc. 2003 Long-Term Incentive Plan for Officers

Summary

Lance, Inc. established this 2003 Long-Term Incentive Plan to align the interests of its executive officers and key managers with those of shareholders by linking compensation to company stock performance. The plan provides eligible executives with stock options and restricted stock awards based on their base salary and performance tiers. Awards vest over several years, with accelerated vesting in cases of death, disability, retirement, or a change in company control. Participation is determined annually by the Board’s Stock Award Committee, and unvested awards are generally forfeited upon voluntary or involuntary termination.

EX-10.10 5 g93543exv10w10.txt EX-10.10 . . . EXHIBIT 10.10 LANCE, INC. 2003 LONG-TERM INCENTIVE PLAN FOR OFFICERS Purposes and The primary purposes of the 2003 Long-Term Incentive Introduction Plan for Officers are to: - Align executives' interests with those of stockholders by linking a substantial portion of pay to the price of Lance Common Stock. - Provide a way to attract and retain key executives and managers who are critical to Lance's future success. - Increase total pay for executives and 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 2003 Plan is approved by the Stock Award 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 two, three, four and 10 year periods after the date of grant of awards. Eligibility and Eligibility in the Plan is limited to Executive Participation Officers and managers who are key to Lance's success. The Stock Award 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 2003 participants approved by the Stock Award Committee on April 24, 2003. Initial awards will be made as soon as possible after the approval of the 2003 Plan by the Stock Award Committee. 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 2003 Plan Year as granted by the Stock Award 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. - Awards shall be calculated as follows: Percentage of Base Salary Performance Tier for 2003 Awards ---------------- ------------------------- 1 *% 2 *% 3 *% - For 2003, Awards will be allocated as follows: As a Percentage of Base Salary Restricted Stock Performance 100% Stock -------------------- Tier of Target Options Regular Performance ----------- --------- ------- ------- ----------- 1 *% *% *% *% 2 *% *% *% *% 3** *% *% *% *% ---------- [* Target awards not required to be disclosed.] ** Only officers receive restricted stock awards. - To determine the number of shares of stock issued pursuant to each stock option, restricted stock grant and performance restricted stock grant the value of each option is calculated using the Black-Scholes model and each restricted stock grant using compensation adviser's model, subject to certain adjustments, plus an additional 26,600 shares as stock options ratably among the participants. Long-Term Incentives Each Participant shall receive stock options equal to 50% in economic value of his or her Award, 25% in economic value will be in regular restricted stock and 25% in economic value in performance restricted stock.

2 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. Restricted stock will vest as to 50% two years after the date of grant and the balance four years after the date of grant. Performance restricted stock will vest three years after the date of grant, if the cumulative consolidated earnings per share of Lance, Inc. for the three fiscal years 2003, 2004 and 2005 equal or exceed $* per share. [* Target not required to be disclosed.] Form and Timing of Awards will be made as soon as practicable after Awards awards are approved by the Stock Award 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. Certain Terminations of In the event a participant voluntarily terminates Employment 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.

3 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. "Change in Control" means, and shall be deemed to have occurred upon, the first to occur of any of the following events: (i) Any Outside Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities; or (ii) During any period of two (2) consecutive years (not including any period prior to the date hereof), individuals who at the beginning of such period constitute the Board (and any new Director, whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then in office who either were Directors at the beginning of the period or whose nomination for election was so approved) cease for any reason to constitute a majority of the members of the Board; or (iii) The stockholders of the Company approve: (i) a plan of complete liquidation of the Company; or (ii) an agreement for the sale or disposition of all or substantially all of the Company's assets other than a sale or disposition of all or substantially all of the Company's assets to an entity at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition; or (iv) The stockholders of the Company approve a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least sixty percent (60%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization. However, in no event shall a "Change in Control" be deemed to have occurred with respect to a Participant if that Participant is

4 part of a purchasing group which consummates the Change in Control transaction. A Participant shall be deemed "part of a purchasing group" for purposes of the preceding sentence if the Participant is an equity participant in the acquiring company or group or surviving entity (the "Purchaser") except for ownership of less than one percent (1%) of the equity of the Purchaser. "Beneficial Owner" has the meaning ascribed to such term in Section 13(d) of the Exchange Act and Rule 13d-3 of the General Rules and Regulations under the Exchange Act. "Board" means the Board of Directors of the Company. "Director" means a member of the Board. "Member of the Van Every Family" means (i) a lineal descendant of Salem A. Van Every, Sr., including adopted persons as well as persons related by blood, (ii) a spouse of an individual described in clause (i) of this Paragraph or (iii) a trust, estate, custodian and other fiduciary or similar account for an individual described in clause (i) or (ii) of this Paragraph. "Outside Person" means any Person other than (i) a Member of the Van Every Family, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or (iii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Company. "Participant" means an employee of the Company who is granted an Award under this Plan. 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 Stock Award Committee. Governance The Stock Award Committee of the Board of Directors of Lance, Inc. is ultimately responsible for the administration and governance of the Plan. Actions requiring Committee approval

5 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.

6 ATTACHMENT A
Regular Performance Option Restricted Restricted Name Title Award Shares Stock Stock ---- ----- ----- ------ ---------- ----------- P. A. Stroup, III President & CEO *% * * * H. D. Fields Vice President and *% * * * President, Vista Bakery, Inc. B. C. Preslar Vice President *% * * * - Finance/CFO L. R. Gragnani, Jr. Vice President *% * * * - Information Technology/CIO E. D. Leake Vice President *% * * * - Human Resources F. I. Lewis Vice President - Sales *% * * * D. R. Perzinski Treasurer *% * * * M. E. Wicklund Controller and *% * * * Assistant Secretary
[* Target levels and awards for participants not required to be disclosed.]