Early Retirement Agreement

EXHIBIT 10.11


STATE OF NORTH CAROLINA
EARLY RETIREMENT AGREEMENT COUNTY OF MECKLENBURG


THIS EARLY RETIREMENT AGREEMENT (this "Agreement") is entered into on November 22, 1996 by and between LANCE, INC., a North Carolina corporation (the "Company"), and THOMAS B. HORACK ("Horack").


STATEMENT OF PURPOSE


Horack has been employed by the Company for many years in various capacities. On the 17th day of April, 1992, the Company and Horack entered into an Executive Employment Agreement, a copy of which is attached hereto as Exhibit A and hereby made a part hereof (the "Employment Agreement"), whereby the Company continued Horack's employment as a Vice President of the Company and provided Horack with certain benefits under the Lance, Inc. Key Executive Employee Benefit Plan (the "Key Executive Plan"). Horack currently holds the title of Executive Vice President, is a member of the Company's Board of Directors and holds various other positions with the Company and its Affiliates.


The Company and Horack have been engaged in discussions regarding Horack's early retirement, and in such connection the Company and Horack have engaged counsel and entered into negotiations with a view toward resolving all issues relating to Horack's employment with the Company and its Affiliates and the termination of that employment including all issues relating to the Employment Agreement and all other plans and benefits in connection with that employment.


As a result of these negotiations, Horack and the Company have agreed that Horack will retire and that Horack and the Company will terminate their relationship on the terms and conditions set forth in this Agreement.


NOW, THEREFORE, in consideration of the Statement of Purpose and the terms and provisions of this Agreement, the parties hereto mutually agree as follows:


1. DEFINITIONS. Capitalized terms used in this Agreement that are not expressly defined herein but are defined in the Employment Agreement have the respective meanings given those terms in the Employment Agreement. In addition, as used herein, the following terms shall have the following meanings:


(a) "Affiliate" with reference to the Company means any
Person that directly or indirectly is controlled
by, or is under common control with, the Company


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and expressly includes, without limitation, the Lance
Foundation and the Philip L. Van Every "control" means
the possession, directly or indirectly, of the power to
direct or cause the direction of the management and
policies of a Person, whether through ownership of voting
securities, by contract or otherwise.


(b) "Person" means any individual, corporation, association,
partnership, business trust, joint stock company,
limited liability company, foundation, trust, estate or
other entity or organization of whatever nature.


(c) "Effective Date" with reference to this Agreement means
the eighth (8th) day following the execution of this
Agreement, if not a Saturday, Sunday or legal holiday, and
if such day is a Saturday, Sunday or legal holiday, then
the first business day following such eighth (8th) day.


(d) "Agreed Values" with respect to the Stock Options means
the agreed values as set forth on Exhibit B attached
hereto and hereby made a part hereof.


(e) "Stock Options" means Horack's unexercised vested
incentive stock options on the date hereof as described
on Exhibit B hereto.


2. RESIGNATION. Horack hereby resigns from all offices, committees and positions he holds with the Company and its Affiliates, including but not limited to the following: (a) a member of the Company's Board of Directors, (b) Executive Vice President and Chief Information Officer of the Company, (c) President and a member of the Board of Directors of Caronuts, Inc., (d) a member of the Board of Directors of Vista Bakery, Inc., (e) a member of the Board of Administrators of the Philip L. Van Every Foundation and (f) a member of the Board of Administrators of the Lance Foundation. Horack will remain an employee of the Company through December 28, 1996, the end of the Company's current fiscal year and in such connection (i) shall perform only such duties and work only such hours as shall be authorized or requested by the President of the Company and (ii) shall be entitled to use the office he presently occupies and reasonable secretarial assistance. Horack hereby resigns from employment with the Company and its Affiliates effective December 28, 1996. If requested by the Company, Horack will execute any additional resignation letters, forms or other documents which acknowledge his resignation from such employment, positions, committees and offices.


3. PAYMENTS BY THE COMPANY. Horack acknowledges that the Company has paid or provided to him all compensation and benefits


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to which he was entitled through the date hereof. In addition, the Company agrees to pay or provide Horack with the following:


(a) Compensation and benefits to which Horack is otherwise
entitled as an employee of the Company at Horack's
current rate and status through December 28, 1996, in
accordance with the Company's generally applicable
policies and procedures;


(b) Payment in 1997 of any award otherwise due Horack as a
participant in the Company's 1996 Annual Incentive Plan
at the "earned level" in accordance with the said plan;


(c) Fourteen Thousand Three Hundred Sixteen Dollars ($14,316)
in lieu of four (4) weeks vacation payable in cash or
equivalent on January 7, 1997;


(d) One Million Five Hundred Thirteen Thousand Five Hundred
Sixty-three Dollars and 41/100 ($1,513,563.41), payable
in cash or equivalent on January 7, 1997;


(e) Possession of the Company automobile used by Horack in
connection with his employment through January 7, 1997
together with conveyance of title to said automobile on
said date or such earlier date following the Effective
Date upon election of Horack with reasonable prior notice
to the Company;


(f) The Agreed Values of the Stock Options, which remain
unexercised at the expiration of such Stock Options,
payment of said Agreed Values to be made upon the
expiration of such Stock Options (the date of which is
March 28, 1997);


(g) Medical insurance coverage for Horack until Horack
reaches age 60 (August 19, 2006) or his earlier death
under such terms and conditions as are most closely
comparable to the "Plan B" or HMO coverage option that is
currently provided Horack under the Company's group
medical plan and as shall be customarily provid ...