“Book Value” (or “BV”) shall mean the shareholders’ equity as set forth in the audited financial statements of the Company as of the end of the applicable fiscal year;

Incentive Compensation. During the Term, the Executive shall be eligible to receive annual cash incentive compensation (“Annual Cash Incentive Compensation”) as determined by performance goals established by the Board of Directors of the Company, upon consultation with the Executive. The Executive’s maximum Annual Cash Incentive Compensation shall be 200 percent (200%) of the Base Salary. The Annual Cash Incentive Compensation for the initial year of Initial Term shall be pro-rated. If earned, Annual Cash Incentive Compensation for any calendar year will be payable within 75 days after the end of such year. Until the Company consummates its Initial (Alternative) Public Offering, the Company may substitute a portion of the Annual Cash Incentive Compensation amount with stock, depending upon cash needs of the Company.

Incentive Compensation. The Company agrees to pay to the Executive # ​ after the Company submits to FDA its third submission of the CMC Technical Section related to Re-Tain®, # ​ when the Company receives all FDA approvals needed for the commencement of sales of Re-Tain® in the United States, and # ​ when the Company receives all FDA approvals of the Company’s license application for in-house Drug Product manufacture with respect to Re-Tain®, provided, however, that any such payment shall be due and payable only if the Executive is employed by the Company at the time of receipt of the applicable FDA approval(s). The applicable payment under [(b) and (c) above] shall be made within thirty (30) days of receipt of such FDA approvals, the applicable payment under # above shall be made (if earned at that time) along with the first full bi-weekly payroll of the Company in ​, and each such payment shall be subject to all required tax withholdings. This supersedes paragraph 2 of the letter from the Company to the Executive dated ​.

The Executive also shall be entitled to a bonus, payable by the Bank within 30 days after delivery to the Bank Board of the Bank's annual financial statements, which delivery shall be no later than three (3) months after the end of each fiscal year of the Bank. The amount of such bonus shall be determined by the Bank Board pursuant to specific performance criteria established by the Bank Board from time to time.

Incentive Compensation. In addition to amounts paid to Executive as salary and for other benefits, Executive will participate in Employer’s Executive Incentive Plan at a “partnership” rate of 20% of Base Salary for purposes of determining awards under the Plan. All amounts awarded are subject to the terms and conditions of the Plan.

Incentive Compensation. Notwithstanding any provision of any annual cash bonus or annual cash incentive compensation plan of the Employer, the Company shall pay to the Executive, within five (5) days after the Executive’s Termination of Employment (or at such later date provided for in [Section 2.g]. hereof), a lump sum amount, in cash, equal to a pro rata portion to the date of Termination of Employment of the aggregate value of all annual cash bonus or annual cash incentive compensation awards to the Executive for all uncompleted periods under the plan calculated as to each such award as if the “target” with respect to such bonus or incentive compensation award had been attained; provided, however, that if the date of Termination of Employment occurs in the same uncompleted period under the plan as the Change of Control, the lump sum amount payable hereunder shall be reduced (but not below zero) by the amount payable under the plan in respect of such uncompleted period. The rights of the Executive in respect of all other incentive compensation awards shall be governed by the terms and conditions of the plans under which such awards were granted and the agreements evidencing such awards.

Incentive Compensation Award. “Incentive Compensation Award” shall have the meaning set forth in the LTIP.

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 amount of the Executive’s annual incentive compensation shall be based on the achievement of the performance goal(s) established for the Company’s fiscal year (the “Performance Year”). 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 separately communicated to the Executive by the Company. The calculation of the performance goal(s) shall be adjusted by the Committee to account for non-reoccurring factors, extraordinary gains or losses; changes in accounting rules; acquisitions and divestures of more than ​; stock issuances or stock dividends.

Incentive Compensation. In addition to amounts paid to Executive as salary and for other benefits, Executive will participate in Employer’s Executive Incentive Plan. All amounts awarded are subject to the terms and conditions of the Plan.

If as a result of the restatement, the Incentive Compensation is shown to have been —

You will be designated as a plan participant in the Company's FY 2016 Annual Incentive Compensation Plan when established; targeted at 25% of your base salary.

Incentive Compensation. For any fiscal year ending during the Employment Period, the Board may, but is not obligated to, award incentive compensation to the Executive based upon the Company’s operating results for and the Executive’s performance during such fiscal year and such other performance objectives, targets and criteria for the Executive that the Board may establish and adjust for that fiscal year (the “Incentive Compensation”). The amount of any Incentive Compensation shall be calculated as a percentage of the Base Salary (current Target Rate is 60% of Base Salary) in effect during that fiscal year, which percentage shall be determined and may be adjusted by the Board (the “Target Rate”) based on such results, performance and objectives. In addition to such results, performance and objectives, the Board may take into account any extraordinary, unusual or non-recurring items realized or incurred by the Company during that fiscal year deemed appropriate by the Board in determining any Incentive Compensation. The Company shall pay to the Executive any approved Incentive Compensation on or around April 1 following the end of the fiscal year for which the Incentive Compensation was based; provided, that the Executive was employed in the Position as of that fiscal year end, and any such Incentive Compensation shall be subject to withholdings for applicable taxes and other legally-required or previously-agreed payroll deductions.

Incentive Compensation Clawback. Any compensation provided by the Company to the Executive, excepting only compensation pursuant to ​ above, shall be subject to the Company’s Incentive Compensation Clawback Policy as such policy shall be adopted, and from time to time amended, by the Board or the Compensation Committee.

Your target under the Senior Executive Annual Incentive Plan during the Interim Period will be 100% of your base salary and the Stipend, with a maximum opportunity of 200% of your base salary and the Stipend.

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.

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 ​ may elect to defer any portion of his or her Annual Incentive Compensation up to 90% (in 10% increments).

Equity Incentive Compensation. During the Term, Executive shall be eligible to participate in the Company’s equity incentive plans pursuant to the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”) (or any successor thereto) or such other plans or programs as the Compensation Committee shall determine. In the event that the vesting terms of the applicable award agreements governing Executive’s equity-based incentive awards differ from or are in conflict with the vesting terms set forth in [Section 7] of this Agreement, the terms of this Agreement shall govern and control.