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RESTRICTED STOCK UNIT AWARD
AGREEMENT AMENDMENT NUMBER TWO
THIS RESTRICTED
STOCK UNIT AWARD AGREEMENT AMENDMENT NUMBER TWO (the
“Amendment”) is made and entered into as of
April 24, 2008, by and between LANCE, INC., a North Carolina
corporation (the “Company”), and DAVID V. SINGER (the
“Executive”).
The Company and
Executive entered into a Restricted Stock Unit Award Agreement
dated May 11, 2005 (the “RSU Agreement”). The
parties have previously amended the RSU Agreement to re-designate
certain “Cash-Settled Units” under the RSU Agreement as
“Stock-Settled Units” pursuant to the Restricted Stock
Unit Award Agreement Amendment dated April 27, 2006. The
purpose of this Amendment is to amend the RSU Agreement for
compliance with Section 409A of the Internal Revenue
Code.
NOW, THEREFORE, in
consideration of the premises and mutual covenants contained
herein, the parties hereto hereby agree that the RSU Agreement is
amended effective as of the date hereof as follows:
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