Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 9, 2009, the Compensation Committee of the Board of Directors, adopted and approved the Lance, Inc. 2009 Annual Performance Incentive Plan for Officers (the "Annual Plan") under the Lance, Inc. 2007 Key Employee Incentive Plan. The Annual Plan provides certain officers of the Company annual incentive awards based on the achievement of specified goals with respect to the following performance measures: (1) net sales, (2) corporate earnings per share, (3) sales per route improvement, and (4) supply chain costs reduction. Each participant is assigned target incentives based on a percentage of current base salary. The following target incentives were assigned to the Company's named executive officers: Mr. Singer-$660,000, Mr. Puckett-$200,700, Mr. Patcha-$180,200, Mr. Thompson-$150,200 and Mr. Leake-$140,300.
With respect to each performance measure, the Compensation Committee established (1) a threshold level of performance under which each participant will be entitled to 50% of the weighted target incentive, (2) a target level of performance under which each participant will be entitled to 100% of the weighted target incentive, and (3) a maximum level of performance under which each participant will be entitled to a maximum payment of 200% of the weighted target incentive. Bonus payments will be calculated on a straight line basis between the threshold and target level and between the target and maximum level for each performance measure. The payout for net sales will not exceed the target unless corporate earnings per share equal or exceed the threshold. Based on audited financial statements for the 2009 fiscal year, any awards will be paid in cash in early 2010.

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