UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 21, 2008
LANCE, INC.
(Exact Name of Registrant as Specified in Charter)
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| North Carolina | | 0-398 | | 56-0292920 |
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(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 14120 Ballantyne Corporate Place, Suite 350, Charlotte, NC | | 28277 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (704) 554-1421
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 21, 2008, the Board of Directors of the Company, on recommendation of its Compensation Committee, adopted and approved the Lance, Inc. 2008 Three-Year Performance Incentive Plan for Officers and Key Managers (the “2008 Plan”) under the Lance, Inc. 2007 Key Employee Incentive Plan. In accordance with the 2008 Plan, each participant was assigned a target incentive based on a percentage of the participant’s base salary. The following target incentives were assigned to the Company’s named executive officers: Mr. Singer—$1,000,000, Mr. Puckett—$235,000, Mr. Thompson—$178,500 and Mr. Leake—$193,000.
In accordance with the 2008 Plan, each named executive officer was granted (i) nonqualified stock options valued at 35% of his target incentive, (ii) restricted shares of common stock valued at 30% of his target incentive and (iii) a performance award (“Performance Award”) with a target payout equal to 35% of his target incentive.
Each stock option granted under the 2008 Plan will have an exercise price equal to $16.77 and will vest in three substantially equal installments beginning February 21, 2009. Each share of restricted stock granted on February 21, 2008 will also vest in three substantially equal installments beginning on February 21, 2009.
Payouts under each Performance Award will be determined based on the attainment of certain predetermined goals with respect to the Company’s net sales for 2008. The Compensation Committee established (1) a threshold level of net sales under which each participant will be entitled to 50% of his Performance Award target, (2) a target level of net sales under which each participant will be entitled to 100% of his Performance Award target, and (3) a maximum level of net sales under which each participant will be entitled to a maximum of 400% of his Performance Award target. Payouts with respect to the Performance Award portion of the target incentive will be calculated on a straight line basis between the threshold and target level and between the target and maximum level for net sales.
The Performance Awards will be settled in common stock in early 2009. One-third of such shares of common stock will be fully vested upon payout in 2009 with an additional one-third vesting in early 2010 and the remaining one-third vesting in early 2011.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | LANCE, INC.
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| Date: February 27, 2008 | By: | /s/ Rick D. Puckett | |
| | | Rick D. Puckett | |
| | | Executive Vice President, Chief Financial Officer, Treasurer and Secretary | |
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