Annual Compensation Limitation. The maximum Fair Market Value (determined, with respect to each Award, at the date of grant) of shares subject to Awards granted to any Eligible Director during any calendar year under the Plan, taken together with any fees payable in cash or any other form to such Eligible Director for services rendered as an Eligible Director during the calendar year, shall not exceed $750,000 in total value. Any dividends, other distributions or Dividend Equivalents that may be payable with respect to an Award will be disregarded for purposes of determining compliance with this Section 3(e).

The amount of the Executive’s annual incentive compensation shall be based on the achievement of the performance goal(s) established for . The Committee shall determine the amount of the annual incentive compensation that may be earned, as well as the performance goals(s) that must be achieved. The potential incentive payout amount and the performance goal(s) will be communicated to the Executive by the Company. Annual incentive compensation, if earned, shall be paid in cash no later than , . If the Executive’s base salary is paid in a currency other than U.S. Dollars, any cash payment hereunder shall be converted to the same currency as the Executive’s base salary using the exchange rate reported in the Wall Street Journal on the business day immediately prior to the date of payment.

Annual Incentive Compensation. Employee shall receive an annual incentive bonus opportunity payable each September after the close of the fiscal year, at a target of 30% of base compensation and variable from 0% to 200% of target based on a combination of the achievement of certain financial metrics and individual performance against individual strategic goals set by the Compensation Committee of the Board of Directors of the Employer. For fiscal year ​, (​ through ​) the Employee shall receive an annual incentive of no less than the pro-rated 100% target, based on results achieved, which will be pro-rated to the Effective Date.

No Outside Director may be granted Awards with Values, and be provided cash retainers or fees, with amounts that, in any Fiscal Year, in the aggregate, exceed ​, provided that, in the Fiscal Year containing an Outside Director’s Initial Start Date, such limit will be increased to ​. Any Awards or other compensation provided to an individual # for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or # prior to the Effective Date, will be excluded for purposes of the foregoing limit.

Annual Incentive Compensation. An Eligible Executive with a salary level of A, B or C or an Eligible Executive of Snyder’s-Lance, Inc. with a salary level of at least [[Unknown Identifier]] may elect to defer any portion of his or her Annual Incentive Compensation up to 90% (in 10% increments).

Annual Bonus Compensation. During the Term, Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) pursuant to the terms and conditions of the Company’s annual incentive plan for executive officers (or any successor thereto). Based upon attainment of performance goals predetermined by the Compensation Committee, Executive shall be entitled to an Annual Bonus payment at a target level of 50% of Executive’s Annual Salary. The Compensation Committee shall review the target annual bonus percentage during the Term and may increase such percentage as it may deem advisable (such target annual bonus, as the same may be increased, the “Target Annual Bonus”).

Annual Incentive Compensation. For each of ​’s fiscal years during ​ Term, Employee will be eligible to earn an annualized cash bonus as determined by ​ Board in its discretion and subject to ​ terms of any written document addressing such annual cash bonus as ​ Board may adopt in its sole discretion. For ​’s 2018 fiscal year, Employee’s target annualized cash bonus under this [Section 4.2] will be fifty percent (50%) of Employee’s annualized Base Salary for ​’s 2018 fiscal year, subject to ​ terms and conditions identified in ​’s Fiscal Year ​ Management Bonus Plan. Future annual cash bonus opportunities will be determined by ​ Personnel and Compensation Committee or ​ Board in its discretion. If a bonus is earned in accordance with this Paragraph 4.2, it will be paid to Employee by ​ regardless of whether she is employed by ​ on ​ date payable.

The Annual Compensation shall be payable in quarterly installments, with each installment payable as promptly as practicable following the last business day of the calendar quarter to which it applies. Quarterly payments shall be pro rated if Board service commences or terminates during a calendar quarter.

Annual 415 Compensation for any Limitation Year is the Annual 415 Compensation actually paid or includible in gross income during such Limitation Year, and shall not include amounts earned but not paid during the Limitation Year solely because of the timing of pay periods and pay dates.

Before the determination of the Participant's actual Compensation for a Limitation Year, the Maximum Permissible Amount may be determined on the basis of the Participant's estimated annual Compensation for such Limitation Year. Such estimated annual Compensation shall be determined on a reasonable basis and shall be uniformly determined for all Participants similarly situated. Any Employer contributions (including allocation of forfeitures) based on estimated annual Compensation shall be reduced by any Excess Amounts carried over from prior years.