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As Filed With the Securities and Exchange Commission on December 8, 2010
Registration No. 333-168849
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LANCE, INC.
(Exact name of registrant as specified in its charter)
     
North Carolina   56-0292920
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
13024 Ballantyne Corporate Place, Suite 900    
Charlotte, North Carolina   28277
(Address of principal executive offices)   (Zip Code)
SNYDER’S OF HANOVER, INC. NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Rick D. Puckett
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
Lance, Inc.
13024 Ballantyne Corporate Place, Suite 900
Charlotte, North Carolina 28277
(Name and address of agent for service)
704/554-1421
(Telephone number, including area code,
of agent for service)
Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.
     
Large accelerated filer þ
  Accelerated filer o
Non-accelerated filer o
  Smaller reporting company o
(Do not check if a smaller reporting company)
   
CALCULATION OF REGISTRATION FEE
                             
  Title
of Securities to be
Registered 		    Amount
to be
Registered 		    Proposed Maximum
Offering Price
Per Share 		    Proposed Maximum
Aggregate
Offering Price 		    Amount of
Registration
Fee 		 
  Common Stock, $0.83-1/3 par value     3,296,105 (1)     (2)     (2)     (2)  
 
(1)   This number represents the shares of common stock of Lance, Inc. issuable pursuant to the Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan, which was assumed by Lance, Inc. in connection with the Merger (as defined below), all of which are issuable pursuant to awards granted by Snyder’s of Hanover, Inc. prior to the Merger. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of common stock which may become issuable under the above-named plans by reason of any share split, share dividend, recapitalization or other similar transactions effected without consideration which results in an increase in the number of outstanding shares of Lance, Inc. common stock.
 
(2)   This Post-Effective Amendment covers securities that were originally registered on the Registration Statement on Form S-4 of Lance, Inc. (File No. 333-168849) filed with the U.S. Securities and Exchange Commission on August 13, 2010. All filing fees payable in connection with the issuance of these securities were previously paid in connection with the filing of the Form S-4 registration statement.
 
 

 

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EXPLANATORY NOTE
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
EX-4.1
EX-4.2
EX-5
EX-23.1

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EXPLANATORY NOTE
     Lance, Inc. (“Lance” or the “Company”) hereby amends its Registration Statement on Form S-4 (Registration No. 333-168849) filed with the Securities and Exchange Commission (the “Commission”) on August 13, 2010, as amended by Amendment No. 1 filed on September 23, 2010, Amendment No. 2 filed on October 21, 2010 and Amendment No. 3 filed on October 29, 2010, which was declared effective on October 29, 2010 (the “Form S-4”), by filing this Post-Effective Amendment on Form S-8 (the “Post-Effective Amendment”) relating to 3,296,105 shares of Lance common stock that are issuable by Lance upon the exercise of options granted to employees and directors of Snyder’s of Hanover, Inc. (“Snyder’s”) pursuant to the terms of the Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan, as amended and restated effective January 1, 2005 and further amended by Amendment No. 1 to the Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan (the “Snyder’s Stock Plan”). All such shares were previously registered on the Form S-4 but will be subject to issuance pursuant to this Post-Effective Amendment.
     On December 6, 2010, Snyder’s became a wholly owned subsidiary of Lance as a result of a merger of Lance’s wholly-owned subsidiary, Lima Merger Corp., with Snyder’s (the “Merger”). Upon effectiveness of the Merger, each outstanding share of Snyder’s common stock (other than shares owned by Snyder’s) was converted into the right to receive 108.25 shares of the Company’s common stock, plus cash in lieu of fractional shares.
     In addition, pursuant to the merger agreement, the Snyder’s Stock Plan was assumed by Lance as of the effective time of the Merger. Each outstanding option issued pursuant to the Snyder’s Stock Plan as of the effective time of the Merger was converted into an option to acquire, on the same terms and conditions as were applicable under the Snyder’s Stock Plan, the number of shares of Lance common stock determined by multiplying the number of shares of Snyder’s common stock subject to such Snyder’s stock option multiplied by 108.25. The exercise price for each such converted option was set at a price equal to the exercise price for each share of Snyder’s common stock otherwise purchasable pursuant to such Snyder’s option divided by 108.25. All other terms of the Snyder’s Stock Plan, as amended, will continue to apply. Each adjusted option will no longer be exercisable for shares of Snyder’s common stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
     The document(s) containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Snyder’s Stock Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
     The following documents have been filed by the Company with the Commission (file number 0-398) and are incorporated herein by reference:

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  (a)   The Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2009.
 
  (b)   The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 27, 2010, June 26, 2010 (as amended) and September 25, 2010 and the Company’s Current Reports on Form 8-K as filed with the Commission on January 13, 2010, May 10, 2010, June 8, 2010, July 27, 2010, August 20, 2010, October 6, 2010, October 12, 2010, November 4, 2010, November 17, 2010, December 2, 2010, December 3, 2010 and December 6, 2010.
 
  (c)   The description of the Company’s common stock contained in the Company’s Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
     All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.
     The Company is not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not considered “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.
     Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel.
     Certain legal matters in connection with the issuance of the common stock being offered hereby are being passed upon for the Company by K&L Gates LLP, Hearst Tower, 214 North Tryon Street, 47th Floor, Charlotte, North Carolina 28202. At December 8, 2010, certain partners and associates of K&L Gates LLP and their spouses and minor children owned beneficially an aggregate of approximately 9,000 shares of the common stock of the Company.
Item 6. Indemnification of Directors and Officers.
     Under North Carolina law, a corporation may limit or eliminate a director’s monetary liability in its articles of incorporation subject to three relevant exceptions: (i) for the unlawful payment of dividends; (ii) for a transaction from which the director derived an improper personal benefit; and (iii) for acts or omissions that the director at the time of his alleged breach of duty knew or believed were clearly in conflict with the best interest of the corporation. Lance’s restated articles of incorporation provide that, to the fullest extent permitted by applicable law, no director of Lance shall have any personal liability arising out of any action whether by or in the right of Lance or otherwise for monetary damages for breach of his or her duty as a director.

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     Under North Carolina law, a corporation is permitted to indemnify a director, officer, employee or agent against liability incurred in a proceeding to which the individual was made a party because of the fact he was a director, officer, employee or agent of the corporation if he (i) conducted himself in good faith, (ii) reasonably believed (a) that any action taken in his official capacity with the corporation was in the best interests of the corporation or (b) that in all other cases his conduct was at least not opposed to the corporation’s best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. However, a corporation may not indemnify such individual in connection with a proceeding by or in the right of the corporation in which a director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit in which a director was adjudged liable (whether or not involving action in his official capacity) on the basis of having received an improper personal benefit. North Carolina law permits a corporation in its articles of incorporation or bylaws or by contract or resolution to indemnify, or agree to indemnify, any of its directors, officers, employees or agents against liability and expenses in any proceeding (including derivative suits) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. Lance’s bylaws require Lance to indemnify its directors to the fullest extent permitted by law.
     North Carolina law also permits a corporation to purchase and maintain insurance on behalf of its directors and officers against liabilities which they may incur in such capacities. Lance has purchased insurance to provide for indemnification of directors and officers.
Item 8. Exhibits.
     Reference is made to the attached Exhibit Index, which is incorporated herein by reference.
Item 9. Undertakings.
    (a) The undersigned registrant hereby undertakes:
    (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
    (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
 
    (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
    (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement;

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      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
    (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
 
    (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
    (b) The undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
    (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES
     Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on this 8th day of December, 2010.
         
 
  LANCE, INC.
 
       
 
  By   /s/ Rick D. Puckett
 
       
 
      Rick D. Puckett
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
     Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
         
Signature   Title   Date
         
/s/ David V. Singer
 
David V. Singer 		  Chief Executive Officer
(Principal Executive Officer)
and Director 		  December 8, 2010
/s/ Carl E. Lee, Jr.
 
Carl E. Lee, Jr. 		  President, Chief Operating Officer
and Director 		  December 8, 2010
/s/ Rick D. Puckett
 
Rick D. Puckett 		  Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer) 		  December 8, 2010
/s/ Margaret E. Wicklund
 
Margaret E. Wicklund 		  Vice President, Corporate Controller
and Assistant Secretary
(Principal Accounting Officer) 		  December 8, 2010
/s/ Michael A. Warehime
 
Michael A. Warehime 		  Chairman of the Board of Directors   December 8, 2010
/s/ Jeffrey A. Atkins
 
Jeffrey A. Atkins 		  Director   December 8, 2010
 
 
Peter P. Brubaker 		  Director    
/s/ C. Peter Carlucci, Jr.
 
C. Peter Carlucci, Jr. 		  Director   December 8, 2010
/s/ John E. Denton
 
John E. Denton 		  Director   December 8, 2010

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/s/ William R. Holland
 
William R. Holland 		  Director   December 8, 2010
/s/ James W. Johnston
 
James W. Johnston 		  Director   December 8, 2010
/s/ W. J. Prezzano
 
W. J. Prezzano 		  Director   December 8, 2010
/s/ Dan C. Swander
 
Dan C. Swander 		  Director   December 8, 2010
/s/ Isaiah Tidwell
 
Isaiah Tidwell 		  Director   December 8, 2010
/s/ Patricia A. Warehime
 
Patricia A. Warehime 		  Director   December 8, 2010
/s/ Sally W. Yelland
 
Sally W. Yelland 		  Director   December 8, 2010

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Item 8
FORM S-8
REGISTRATION STATEMENT
LANCE, INC.
Commission File Number 0-398
EXHIBIT INDEX
     
Exhibit   Description
 
   
3.1
  Restated Articles of Incorporation of Lance, Inc. as amended through April 17, 1998, incorporated herein by reference to Exhibit 3 to the registrant’s Quarterly Report on Form 10-Q for the twelve weeks ended June 13, 1998 (File No. 0-398)
 
   
3.2
  Articles of Amendment to Amended and Restated Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2010 (File No. 0-398)
 
   
3.3
  Bylaws of Lance, Inc., as amended through December 6, 2010, incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on December 6, 2010 (File No. 0-398)
 
   
4.1
  Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan, as amended and restated effective January 1, 2005, filed herewith
 
   
4.2
  Amendment No. 1 to the Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan, effective as of December 6, 2010, filed herewith
 
   
5
  Opinion of K&L Gates LLP, filed herewith
 
   
23.1
  Consent of KPMG LLP, filed herewith
 
   
23.2
  Consent of K&L Gates LLP (contained in Exhibit 5), filed herewith

Exhibit 4.1
SNYDER’S OF HANOVER, INC.
NON-QUALIFIED STOCK OPTION PLAN
Amendment and Restatement Effective January 1, 2005
     
I.
  Purpose
 
   
 
  Snyder’s of Hanover, Inc. (the “Company”) desires to attract and retain the best available personnel and to enhance the long-term growth of the Company’s earnings. The Company believes it will achieve its goals most effectively by providing key individuals with long-term incentives based upon the growth of the value per share of the Company’s stock.
 
   
II.
  Scope
 
   
 
  The Company is adopting the stock option plan to provide Non-Qualified Stock Options (collectively, the “Options” and individually, an “Option”) to the Company’s Chairman, President/CEO, Vice Presidents and Board of Directors (the “Participants” or a “Participant”).
 
   
 
  Initially, the Company will reserve 1,600 shares of its Class B, non-voting common stock, par value $100.00 per share (the “Shares” or a “Share”), for issuance under the Plan.
 
   
III.
  Administration
 
   
 
  This Plan will be administered by a Committee (the “Committee”) consisting of the Company’s Chairman, President/CEO, Vice President-CFO, the Vice President of Human Resources and a member of the Board appointed by the Board.
 
   
IV.
  Eligibility
 
   
 
  Awards may be made to any Participant selected by the Committee.

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V.
  Option Price
 
   
 
  The purchase price of each Share subject to an Option shall be its fair market value at the date the Option is granted (“Option Price”), as defined in IRS Regulations under Internal Revenue Code Section 409A and as determined by an appraisal performed by an independent third party appraisal firm retained by the Board. Specifically, the Committee shall set the purchase price at the most recent such appraised fair market value determined by the appraiser that may be used as a fair market value option price under those Regulations.
 
   
VI.
  Option Grants
 
   
 
  A. Option Grants . The grant of an Option under this Plan will be evidenced by an option agreement (the “Option Agreement”) between the Company and the Participant granted an Option (the “Optionee”) in a form approved by the Committee. The Option Agreement will contain the terms set forth in this Plan and such additional terms and conditions as may be prescribed by the Committee from time to time.
 
   
 
  B. Committee Determinations . The Committee designates those Participants to whom Options are granted and the number of Shares represented by the Option. Notwithstanding the foregoing, Options on the indicated number of Shares will automatically be granted under the Plan to the indicated individuals when they are appointed to the indicated positions, as follows:
     
Participant   Number of Option Shares
 
   
Chairman
  200
 
   
President/CEO
  200
 
   
Vice President
  80
 
   
Director
  16
     
 
  C. Additional Automatic Options . For each Optionee, additional Options will be awarded annually based on the percentage increase, if any, in the Book Value of the Shares for the current fiscal year over the Book Value of Shares for the immediately preceding fiscal year, times the initial Options granted to such Participant.
 
   
 
  Example : Assuming that the Book Value of the Shares has increased by 10%, an Optionee with an initial grant of Options to purchase 20 Shares will be awarded additional Options to purchase two Shares.

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  For purposes of determining the number of these additional, automatic Options, the Book Value of the Shares will be established on an annual basis within 90 days after the fiscal year close in March.
 
   
 
  As required in the IRS Section 409A regulations, the purchase price for the additional, automatic Options shall be the fair market value at the date the additional, automatic Options are granted as specified under V, above.
 
   
 
  For the purpose of this Plan, the “Book Value” per Share shall be determined by adding the Company’s assets, deducting its liabilities, and dividing such results by the number of issued and outstanding Shares of the Company.
 
   
 
  In addition, the Committee will have the discretion to provide additional Options as it determines.
 
   
VII.
  Vesting of Options
 
   
 
  Options awarded to a Participant because of the Participant’s status as Chairman, President/CEO, Vice President, or other employee of the Company shall vest when the employee has been a Participant in the Plan for five years. Options awarded to a Participant because of the Participant’s status as a Director of the Company shall be immediately vested when granted.
 
   
VIII.
  Maximum Term; Exercise of Options
 
   
 
  Options shall be exercised on or before the date which is 15 years after the date of grant. Thereafter, such Options shall expire. Upon vesting, Options may be exercised by the Optionee or, in the event of the death or total disability (as hereinafter defined) of the Optionee by the Optionee’s guardian, legal representative or designated beneficiary, at any time before the date of the expiration or earlier termination of the Options. The Option Price may be paid in cash or by delivery of Shares owned by the Optionee having a fair market value (as defined in V., above) equal to the Option Price or in a combination of cash and Shares having a fair market value (as defined in V., above) equal to the Option Price.
 
   
IX.
  Effect of Death, Disability or Other Events on Vesting
 
   
 
  In the event an Optionee dies or suffers a “total disability,” or upon Other Events, the Optionee will vest 100% in the Options he or she has been granted. In such event, the Optionee, the Optionee’s guardian, legal representative or designated beneficiary shall have 360 days to exercise any Options vested on the date of the

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  event. All Options which are unexercised within 360 days after death, “total disability,” or upon Other Events shall be forfeited.
 
   
 
  For purposes of this Plan, the term “total disability” shall mean the inability of a Participant to engage in his usual and customary employment with the Company by reason of any medically determinable physical or mental impairment, which in the opinion of the Committee, can be expected to result in death or to last for a continuous period of at least twelve months. The term “Other Events” shall mean (i) the sale, exchange, transfer or other disposition of substantially all of the Company’s assets, except to an entity, controlled, directly or indirectly, by the Company; or (ii) a merger, consolidation or other reorganization of the Company, except where the resulting entity is controlled, directly or indirectly, by the Company or where the shareholders of the Company immediately prior to consummation of any such transaction continue to hold at least a majority of the voting power of the outstanding voting securities of the legal entity resulting from such transaction.
 
   
X.
  Exercise on Termination of Employment
 
   
 
  Upon a termination of an Optionee’s employment relationship with the Company for any reason other than death or “total disability” or if a director Optionee ceases to be a director of the Company, he or she shall have 90 days to exercise any Option vested on the date of termination. All Options which are non-vested on the date of termination shall be forfeited and all vested Options which are unexercised within 90 days after termination shall be forfeited.
 
   
 
  Optionees who voluntarily terminate employment with the Company after 10 years of service or more and who are not seeking or accepting full-time employment or other gainful activity, shall be exempt from the requirement to exercise all of their Options within 90 days of the date of the Optionee’s retirement. These Optionees shall be granted the right to hold their Options until the expiration date of each of their Options or for a period of five years from their termination date, whichever comes first. Any options not exercised within this five year period will terminate.
 
   
XI.
  Nontransferability of Options and Stock
 
   
 
  The Shares received upon exercise of an Option shall be subject to the terms of the Company’s Shareholders’ Agreement dated ____________, and may not be transferred except as may be provided in that Shareholders’ Agreement. Options may not be transferred to any third party, except that in the case of the death of an Optionee, in which case the Options may be exercised by the Optionee’s designated beneficiary as provided in Section VIII.

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XII.
  Repurchase of Shares
 
   
 
  Pursuant to the Shareholders’ Agreement, after the Optionee exercises his Option, the Optionee shall have the right to cause the Company to purchase the Optionee’s Shares at the fair market value of such Shares (as defined in the Shareholder’s Agreement) by giving written notice to the Company.
 
   
 
  The Company may elect to purchase such Shares for cash or with a note with principal payable in three equal annual installments plus interest at prime rate a published in The Wall Street Journal .
 
   
XIII.
  Changes in Company’s Capital Structure
 
   
 
  The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalization, reorganizations, exchanges, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of common stock or other securities or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. However, if outstanding Shares for which an Option is exercisable shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, recapitalization, or reorganization, the number of Shares subject to Options, and the Option Price, shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares or other securities without changing the aggregate Option Price.
 
   
XIV.
  No Right to Company Employment
 
   
 
  Nothing in this Plan or as a result of any Option granted pursuant to this Plan shall confer on any individual any right to continue in the employ of the Company or interfere in any way with the right of the Company to terminate an individual’s employment at any time.
 
   
XV.
  Amendment or Termination of Plan
 
   
 
  The Committee may at any time from time to time amend the Plan, or may terminate this Plan.

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XVI.
  Option Grants are Discretionary
 
   
 
  The grant of any Option is entirely discretionary and nothing in this Plan shall be deemed to give any employee any right to receive Options not specifically granted by the Committee.
 
   
XVII.
  Liability
 
   
 
  No member of the Committee shall be liable for any act or omission relating to the administration of the Plan, except for acts which constitute gross negligence or willful misconduct.
 
   
XVIII.
  Effective Date
 
   
 
  This Amendment and Restatement of the Plan is effective as of January 1, 2005.
 
   
 
  IN WITNESS WHEREOF, the Company has caused this Amendment and Restatement of the Plan to be executed effective as of January 1, 2005.
         
SNYDER’S OF HANOVER, INC.
 
       
By:   /s/ Carl E. Lee, Jr.
     
         
Print Name:   Carl E. Lee, Jr., President and CEO
     

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Exhibit 4.2
AMENDMENT NO. 1
TO THE
SNYDER’S OF HANOVER, INC.
NON-QUALIFIED STOCK OPTION PLAN
     Snyder’s of Hanover, Inc. (the “ Company ”) adopted the Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan as amended and restated and effective as of January 1, 2005 (the “ Plan ”) and now desires to amend the Plan in certain respects in connection with, and contingent upon, the completion of the business combination of the Company and Lance, Inc. (“ Lance ”) which combined company will be known as Snyder’s-Lance, Inc., and the merger of the Company with Lima Merger Corp., a wholly-owned subsidiary of Lance (“ Merger Sub ”), with the Company continuing as the surviving subsidiary of Lance, which transactions are contemplated by that certain Agreement and Plan of Merger, dated as of July 21, 2010 and amended as of September 30, 2010 (the “ Merger Agreement ”), entered into by and among the Company, Lance and Merger Sub.
     NOW, THEREFORE, the Plan is amended, effective as of the Effective Time (as defined in the Merger Agreement) pursuant to this Amendment No. 1 to the Plan (“ Amendment ”), as follows:
     1. All references to the Company in the Plan shall be deemed to refer to Snyder’s-Lance, Inc.
     2. Section III is amended by deleting the provision in its entirety and replacing it with the following:
      This Plan will be administered by the Compensation Committee of the Board of Directors (the “Committee”) of Snyder’s-Lance, Inc. (formerly Lance, Inc.)
     3. Section VI is amended by deleting the second sentence of Paragraph B. and the table immediately following such sentence. Section VI is also amended by deleting Paragraph C, the Example following Paragraph C and all text following the Example.
     4. Section XI is amended by deleting the provision in its entirety and replacing it the following:
      [Reserved]
     5. Section XII is amended by deleting the provision in its entirety and replacing it the following:
      [Reserved]
     6. Except as otherwise set forth in this Amendment, the Plan will continue in full force in accordance with its terms. If there is any conflict between the Plan and any provision of this Amendment, this Amendment will control.
[Signature Appears on the Following Page]

 

 

Signature Page to Amendment No. 1
to Snyder’s of Hanover, Inc.
Non-Qualified Stock Option Plan
     IN WITNESS WHEREOF, Snyder’s of Hanover, Inc. has caused this Amendment No. 1 to the Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan to be executed by its duly authorized officer this 6th day of December 2010.
         
 
  SNYDER’S OF HANOVER, INC.
 
       
 
  By:   /s/ Carl E. Lee, Jr.
 
       
 
  Name:   Carl E. Lee, Jr.
 
  Title:   President and CEO

 

Exhibit 5
[Legality Opinion]
[Letterhead of K&L Gates LLP]
December 8, 2010
Lance, Inc.
13024 Ballantyne Corporate Place, Suite 900
Charlotte, North Carolina 28277
Ladies and Gentlemen:
     We have acted as counsel to Lance, Inc., a North Carolina corporation (the “Company”), in connection with the Post-Effective Amendment on Form S-8 to the Form S-4 Registration Statement (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933 (the “1933 Act”) for the registration of 3,296,105 shares (the “Shares”) of common stock, $0.83-1/3 par value, of the Company, which may be issued by the Company pursuant to the Snyder’s of Hanover, Inc. Non-Qualified Stock Option Plan, as amended (the “Plan”), that was assumed by the Company pursuant to the Agreement and Plan of Merger, dated as of July 21, 2010, as amended effective September 30, 2010 (the “Merger Agreement”), by and among the Company, Lima Merger Corp., a Pennsylvania corporation and wholly-owned subsidiary of the Company, and Snyder’s of Hanover, Inc., a Pennsylvania corporation.
     The Company has requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, the Company’s Restated Articles of Incorporation, as amended, and Bylaws, as amended, the Merger Agreement, as amended, the Plan and the corporate action of the Company that provides for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
     Our opinion set forth below is limited to the laws of the state of North Carolina.
     Based upon and subject to the foregoing, it is our opinion that the Shares are duly authorized for issuance by the Company and, when issued in accordance with and upon the terms and conditions of the Plan, will be validly issued, fully paid, and nonassessable.
     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm therein. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.
Yours truly,
/s/ K&L Gates LLP
K&L Gates LLP

 

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Lance, Inc.:
We consent to the use of our report dated February 22, 2010, with respect to the consolidated balance sheets of Lance, Inc. and subsidiaries as of December 26, 2009 and December 27, 2008, and the related consolidated statements of income, stockholders’ equity and comprehensive income and cash flows for each of the fiscal years in the three-year period ended December 26, 2009, and the related financial statement schedule “Valuation and Qualifying Accounts,” and the effectiveness of internal control over financial reporting as of December 26, 2009, which report appears in the December 26, 2009 annual report on Form 10-K of Lance, Inc.
As discussed in the Summary of Significant Accounting Policies, the Company has changed its method of accounting for business combinations and noncontrolling interests effective December 28, 2008, due to the adoption of Accounting Standards Codification Subtopics 805 and 810-10.
/s/ KPMG LLP
Charlotte, North Carolina
December 8, 2010