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EXHIBIT 10.1
LANCE, INC.
2000 ANNUAL CORPORATE PERFORMANCE INCENTIVE PLAN FOR OFFICERS
Purposes and The primary purposes of the 2000 Annual Corporate
Introduction Performance Incentive Plan for Officers are to:
o Motivate behaviors that lead to the
successful achievement of specific financial
and operations goals that support Lance's
stated business strategy.
o Emphasize link between participants'
performance and rewards for meeting
predetermined, specific goals.
o Improve the competitiveness of total cash
pay opportunities.
o Help establish performance orientation at
Lance and communicate to employees that
greater responsibility carries greater
rewards because more pay is "at risk."
For 2000, participants will be eligible to earn
incentive awards based on Company performance in
Earnings Per Share (EPS) and Lance Co. operating
profit.
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 of the Board of Directors.
Each participant will be assigned a Target Incentive
Award, stated as a percent of Base Salary. The Target
Incentive Award, or a greater or lesser amount, will
be earned at the end of the plan year based on the
attainment of predetermined goals.
Following year-end, 100% of the awards earned will be
paid to participants in cash.
Plan Year The period over which performance will be measured is
the Company's fiscal year.
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Eligibility and Eligibility in the Plan is limited to Officers who
Participation 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
instead will be reevaluated and determined on an
annual basis.
Participants in the Plan may not participate in any
other annual incentive plan (e.g., sales incentives,
etc.) offered by Lance or its affiliates.
Attachment A includes the list of 2000 participants
approved by the Compensation/Stock Option Committee
at its January 10, 2000 meeting.
Target Incentive Awards Each participant will be assigned a Target Incentive
Award expressed as a percentage of his or her Base
Salary. Participants may be assigned Target Incentive
Awards by position by salary level or based on other
factors as determined by the President and CEO.
Target Incentive Awards will be reevaluated at least
every other year, if not annually. If the job duties
of a position change during the year, or Base Salary
is increased significantly, the Target Incentive
Award shall be revised as appropriate.
Attachment A lists the Target Incentive Award for
each participant for the 2000 Plan Year. These Awards
will be reviewed and adjusted annually by the
Compensation/Stock Option Committee. Target Incentive
Awards will be communicated to each participant as
close to the beginning of the year as practicable, in
writing. Final awards will be calculated by
multiplying each participant's Target Incentive Award
by the appropriate percentage (based on financial
performance for the year, as described below).
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Individual Performance Each Officer (other than those named in the last
sentence of this paragraph and the first sentence of
the next paragraph) will receive 90% of his or her
Incentive Award based on the Target Incentive Award
calculations based on Earnings Per Share. The
remaining 10% of each Officer's Incentive Award will
be based upon the determination by the
Compensation/Stock Option Committee in its discretion
as to the individual performance of the Officer in
meeting his or her individual goals for the year. For
the Controller, the Treasurer and the Secretary, up
to 25% of the Incentive Award may be based on
individual performance. There will be no individual
performance incentives for the officers named in the
first sentence of the next paragraph.
Performance Measures The 2000 financial performance measure will be
and Weightings Earnings Per Share except that for the Vice
President/President of Lance Co. the financial
performance measures will be 25% Earnings Per Share
and 75% Lance Co. operating profit and for the Vice
President - Sales, the Vice President - Marketing and
the Assistant Vice President/Vice President of
Financial Services for Lance Co. the financial
performance measures will be 10% Earnings Per Share
and 90% Lance Co. operating profit. Specific goals
and related payouts are shown below.
2000 Goals and Related Payouts
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Payout as Percent
Performance Measure Goal of Target Award
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Corporate EPS
Minimum 2000 Annual EPS: $* 50% (if met at minimum)
If minimum is not met, no
payouts will be earned
Target 2000 Annual EPS: $* 100% (if met at target)
Maximum 2000 Annual EPS: $* 200% (if met at maximum)
Lance Co. Operating Profit
Minimum 2000 Annual Operating 50% (if met at minimum)
Profit: $* million If minimum is not met, no
payouts will be earned
Target 2000 Annual Operating 100% (if met at target)
Profit: $* million
Maximum 2000 Annual Operating 200% (if met at maximum)
Profit: $* million
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[*Targets not required to be disclosed.]
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Percent of payout will be determined on a straight
line basis between minimum and maximum. There will be
no payouts based on Earnings Per Share if 2000 Annual
EPS is less than $* and there will be no payouts
based on Lance Co. operating profit if Lance Co.
operating profit is less than $* million.
The performance measures, specific numerical goals
and the role of individual performance in determining
final payouts will be communicated to each
participant at the beginning of the year. Final
performance awards will be calculated after the
Committee has reviewed the Company's audited
financial statements for 2000 and determined the
performance level achieved.
Minimum, Target and Maximum levels will be defined at
the beginning of each year for each performance
measure.
The following definitions for the terms Maximum,
Target and Minimum should help Lance set the goals
for each year, as well as evaluate the payouts:
o Maximum: Excellent; deserves an above-market
bonus
o Target: Normal or expected performance;
deserves market level bonus
o Minimum: Lowest level of performance
deserving payment above base salary;
deserves below market bonus
o Below minimum: Deserves no additional pay
beyond base salary
Form and Timing of Final award payments will be made in cash as soon as
Payments practicable after award amounts are approved by the
Compensation/Stock Option Committee of the Board of
Directors. All awards will be rounded to the nearest
$100.
Change In Status In the event that a participant changes positions
during the plan year, whether due to promotion,
demotion or lateral move, at the discretion of the
President and CEO, awards may be prorated for the
year based on the length of time in each position.
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.
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Certain Terminations In the event a participant voluntarily terminates
of Employment employment or is terminated involuntarily before the
end of the year, any award will be forfeited. In the
event of death, permanent disability, or normal or
early retirement, the award will be paid on a pro
rata basis after the end of the plan year. Awards
otherwise will be calculated on the same basis as for
other participants, except that any adjustment for
individual performance will be based on performance
prior to the termination of employment.
Change In Control In the event of a Change in Control, pro rata payouts
will be made at the greater of (1) Target or (2)
actual results for the year-to-date, based on the
number of days in the plan year preceding the Change
in Control. Payouts will be made within 30 days after
the relevant transaction has been completed.
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 award payments any
Federal, foreign, state, or local income or other
taxes required to be withheld.
Communications Progress reports should be made to participants
quarterly showing the year-to-date performance
results and the percentage of target awards that
would be earned if results remain at that level for
the entire year.
Executive Officers Notwithstanding any provisions to the contrary above,
participation, Target Incentive 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.
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ATTACHMENT A
Name Title Award Target
---- ----- ----- ------
P. A. Stroup, III President & CEO *% $*
R. G. Tucker Vice President and *% $*
President, Lance Co.
L. R. Gragnani, Jr. Vice President *% $*
- Information Technology/CIO
E. D. Leake Vice President *% $*
- Human Resources
B. C. Preslar Vice President *% $*
- Finance/CFO
D. J. Sidari Vice President *% $*
- Sales
G. W. Venner Vice President *% $*
- Marketing
J. C. Melton Assistant Vice President *% $*
D. R. Perzinski Treasurer *% $*
M. E. Wicklund Controller and *% $*
Assistant Secretary
R. S. Carles Secretary/Counsel *% $*
[*Target awards omitted for participants as targets not required to be
disclosed.]