LANCE, INC.
2005 EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated effective January 1,
2007)
1.
Establishment of Plan . Lance, Inc. (the
“Company”) previously established the Employee Stock
Purchase Plan of Lance, Inc. (the “Prior Plan”). The
Company established a new plan, to be known as the Lance, Inc. 2005
Employee Stock Purchase Plan (the “Plan”), which
superseded and replaced the Prior Plan upon the Plan becoming
effective pursuant to Paragraph 25 below. This document
constitutes an amendment and restatement of the Plan to reflect
(i) a change in the timing of purchases under the Plan and
(ii) a change in the Agent under the Plan since the Plan was
originally effective.
2.
Purpose . The purpose of the Plan is to give employees of
the Company and its subsidiaries wishing to do so a means of
purchasing stock in the Company through payroll deductions. The
Company believes that ownership of stock by employees will foster
increased employee interest in the Company’s success, growth
and development. The class of stock which is to be purchased under
the Plan is the $.83-1/3 par value Common Stock of the Company (the
“Stock”).
3.
Available Shares . Subject to the provisions of this
Paragraph 3, the aggregate number of shares of Stock that may
be purchased by Participants under the Plan shall not exceed
300,000 shares. Notwithstanding the foregoing, in the event of any
change in corporate capitalization, such as a stock split, or a
corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or
property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in
Section 368 of the Internal Revenue Code) or any partial or
complete liquidation of the Company, such adjustment shall be made
in the number and class of shares of Stock which may be purchased
by Participants under the Plan as may be determined to be
appropriate and equitable by the Administrative Committee
(appointed by the Board of Directors of the Company), in its sole
discretion.
4.
Eligibility . All regular full-time employees over
18 years of age with l full year of service are eligible to
participate in the Plan on a voluntary payroll deduction basis. For
purposes of the Plan, “regular full-time employee”
means an employee of the Company or its subsidiaries with customary
employment for at least 20 hours per week and five months per
calendar year. However, when an employee who has become a
participant in the Plan subsequently withdraws from the Plan, the
employee is ineligible to rejoin the Plan for 24 full weeks from
the Withdrawal Date (as defined in Paragraph 16).
Notwithstanding any provision herein to the contrary, no employee
of the Company who beneficially owns five percent (5%) or more of
the Stock shall be eligible to participate in the Plan.
5.
Participation . Participation in the Plan is entirely
voluntary. An eligible employee may become a participant in the
Plan (“Participant”) by completing a Payroll Deduction
Authorization Form and submitting it to the Corporate Benefits
Department of the Company or the
Human Resources
Department of the Company’s subsidiaries at least five
business days before the date on which the employee’s pay is
to be subject to the first deduction. The employee incurs no fee on
becoming a Participant.
6.
Employee Contribution . Each Participant shall make a
contribution under the Plan each pay period in an amount determined
by the Participant ranging from a minimum of $5 per week to a
maximum of 10% of the Participant’s base pay for the pay
period (or in the case of a commission sales representative, a
maximum of 10% of the amount equal to the quotient of the
Participant’s total sales commissions for the preceding
calendar year divided by the number of pay periods in such year).
The contribution for each pay period shall be a multiple of $1.
Payroll deduction of contributions shall be made each pay
period.
Subject to the
above limitations, the Participant may at any time change the
amount of his or her payroll deduction by completing in duplicate a
Change in Payroll Deduction Form and forwarding it to the Corporate
Benefits Department of the Company or the Human Resources
Department of the Company’s subsidiaries. This change will be
effective for the pay period following the pay period in which the
Change in Payroll Deduction Form is received.
7.
Employer Contribution . The Company shall make a
contribution under the Plan every pay period in an amount equal to
10% of the payroll deductions of a Participant for that pay period;
provided, however, that the President and Chief Executive Officer
of the Company may establish a Company contribution rate of up to
25% for any Participant as may be selected from time to time by the
President and Chief Executive Officer of the Company, provided such
Participant is not an officer of the Company, as defined in
Rule 16a-1(f) under the Securities Exchange Act of
1934.
8. The
Agent. AST Equity Plan Solutions, Inc., or such other third
party administrator as may be selected from time to time by the
Company (the “Agent”), shall administer the Plan and
receive and hold funds and Stock in the Plan. The Agent, with the
consent of the Administrative Committee of the Company, shall have
the power and authority to establish such procedures as the Agent
deems necessary to effect equitably the provisions and intent of
the Plan.
9.
Initiation of Participation in the Plan . The employee
initiates his or her participation in the Plan by completing the
Payroll Deduction Authorization Form and submitting it to the
Corporate Benefits Department of the Company or the Human Resources
Department of the Company’s subsidiaries at least five
business days before the pay day on which the first payroll
deduction is to be made. Upon timely receipt of the Payroll
Deduction Authorization Form, and until the Participant withdraws
from the Plan, the Company shall deduct the authorized deduction
from the Participant’s paycheck each pay period and pay this
amount to the Agent as soon as administratively practicable after
the pay period.
10. Stock
Purchases . With the funds then available, the Agent shall
purchase shares of Stock on the open market at the then current
market price. The Company shall bear the expenses of such
purchases. Purchases shall be made as soon as administratively
practicable after each pay period, but no later than 30 days
after the pay period except as otherwise provided herein, if the
following three conditions are met: (a) prior to the date of
purchase the Agent shall have received
2
the employer
and employee contributions for such pay period, (b) during
such 30-day period , there shall be a trading day for the
Stock, and (c) during such 30-day period purchases of the
Stock shall be permitted under the Federal Securities laws and all
other applicable laws. In the event that these three conditions are
not met during the 30 days after the pay period, the Agent
shall make purchases on the first day after such 30-day period on
which these three conditions are met. The shares purchased by the
Agent shall be allocated to the “Stock Position” in
each Participant’s Account on a proportionate basis. No
fractional shares shall be purchased in the market, but the Stock
Position in each Participant’s “Account” shall
reflect an allocation of fractional shares up to three decimal
places. Shares may be purchased on any securities exchange on which
the Stock is traded, in the over-the-counter market or in
negotiated transactions; provided, however, that no purchases may
be made from the Company or any affiliate of the Company. In making
purchases, the Agent may commingle the Participant’s funds
with those of other Participants. Neither the Company nor the Agent
shall have any liability in connection with the timing of such
purchases or the price at which the Stock is purchased.
11.
Agent’s Custody of Stock . Stock allocated to a
Participant’s Account is fully vested in the Participant,
notwithstanding the fact that the Stock may be held in the name of
the Plan, the Agent or the Agent’s nominee. Until otherwise
notified in writing as provided in Paragraph 12, the Agent
will hold the certificates for the shares of Stock held in each
Participant’s Account and any cash dividends received by the
Agent with respect to such shares will be used to purchase
additional Stock for each Participant’s Account.
Any stock dividend
or shares issued pursuant to a stock split which are received by
the Agent with respect to shares of Stock held in a
Participant’s Account shall be credited to the
Participant’s Stock Position on a proportionate basis. The
Agent shall sell any stock rights or warrants applicable to any
Stock held in a Participant’s Stock Account and add the
proceeds to the “Cash Position” in the
Participant’s Account. If such rights or warrants do not have
a market value, the Agent may allow them to expire.
12.
Participant’s Rights in the Stock . Stock certificates
shall be issued to a Participant for full shares in his or her
Account upon written request to the Agent. After the issuance of
such certificates, the Participant shall have all rights therein,
and neither the Agent nor the Company shall have any
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