Lance Inc.

AGREEMENT AND PLAN OF MERGER Dated as of December 18, 2017 Among CAMPBELL SOUP COMPANY, a New Jersey Corporation, TWIST MERGER SUB, INC., a North Carolina Corporation, and SNYDERS-LANCE, INC., a North Carolina Corporation (December 18th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2017 (this Agreement), is among Campbell Soup Company, a New Jersey corporation (Parent), Twist Merger Sub, Inc., a North Carolina corporation and an indirect wholly owned Subsidiary of Parent (Merger Sub, and together with Parent, the Buyer Parties), and Snyders-Lance, Inc., a North Carolina corporation (the Company). Certain terms used in this Agreement are used as defined in Section 7.12.

Voting Agreement (December 18th, 2017)

This VOTING AGREEMENT, is made and entered into as of December 18, 2017 (this Agreement), by and among the stockholders listed on the signature page(s) hereto (collectively, the Stockholders and each individually, a Stockholder), and Campbell Soup Company, a New Jersey corporation (Parent).

SNYDER'S-LANCE, INC. 2017 Enterprise Incentive Plan (November 9th, 2017)

Severance Agreementand General Release (November 9th, 2017)

This Severance Agreement and General Release (hereinafter the "Agreement") is made and entered into by and between Frank B. Schuster (hereinafter the "Executive") and Snyder's-Lance, Inc., a North Carolina corporation (hereinafter "Company").

SNYDER'S-LANCE, INC. 2016 Key Employee Incentive Plan Nonqualified Stock Option Agreement (2017 Enterprise Incentive Plan) (November 9th, 2017)

This Nonqualified Stock Option Agreement (the "Agreement") is made between Snyder's-Lance, Inc., a North Carolina corporation (the "Company"), and you, an employee of the Company or one of its subsidiaries.

SNYDER'S-LANCE, INC. 2016 Key Employee Incentive Plan Performance Restricted Stock Units Award Agreement (2017 Enterprise Incentive Plan) (November 9th, 2017)

This Performance Restricted Stock Units Award Agreement (the "Agreement") is made between Snyder's-Lance, Inc., a North Carolina corporation (the "Company"), and you, an employee of the Company or one of its subsidiaries.

Severance Agreement (September 26th, 2017)

This Severance Agreement (the Agreement) is made and entered into effective as of June 27, 2017 (the Effective Date), by and between Snyders-Lance, Inc., a North Carolina corporation (the Company) and Brian J. Driscoll (the Executive).

Amendment to Executive Severance Agreement (September 26th, 2017)

THIS AMENDMENT (this Amendment) is entered into as of the 25th day of September, 2017, by and between Snyders-Lance, Inc., a North Carolina corporation, hereinafter referred to as the Company, and Alex Pease, hereinafter referred to as Executive.

Severance Agreement and General Release (August 21st, 2017)

This Severance Agreement and General Release (hereinafter the Agreement) is made and entered into by and between Rodrigo F. Troni Pena (hereinafter the Executive) and Snyders-Lance, Inc., a North Carolina corporation (hereinafter Company).

Retirement Agreementand General Release (August 9th, 2017)

This Retirement Agreement and General Release (hereinafter the "Agreement") is made and entered into by and between Carl E. Lee, Jr. (hereinafter the "Executive") and Snyder's-Lance, Inc., a North Carolina corporation (hereinafter "Company").

June 27, 2017 Brian J. Driscoll Dear Brian: (June 28th, 2017)

On behalf of Snyders-Lance, I am pleased to offer you the position of President and Chief Executive Officer reporting to the Board of Directors. Below are the details of your employment offer:

Amendment No. 5 to Amended and Restated Credit Agreement (May 10th, 2017)

This AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 27, 2017 (this "Agreement"; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among SNYDER'S-LANCE, INC., a North Carolina corporation (the "Borrower"), each Lender a party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders.

Amendment No. 2 to Credit Agreement (May 10th, 2017)

This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of February 27, 2017 (this "Agreement"; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among SNYDER'S-LANCE, INC., a North Carolina corporation (the "Borrower"), each Lender a party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders.

AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT and AMENDMENT NO. 1 TO GUARANTY (May 10th, 2017)

This AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT and AMENDMENT NO. 1 to GUARANTY, dated as of May 8, 2017 (this "Agreement"; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among SNYDER'S-LANCE, INC., a North Carolina corporation (the "Borrower"), each of the Subsidiaries of the Borrower party hereto as Guarantors (the "Guarantors"), each Lender party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders.

AMENDMENT NO. 3 TO CREDIT AGREEMENT and AMENDMENT NO. 1 TO GUARANTY (May 10th, 2017)

This AMENDMENT NO. 3 TO CREDIT AGREEMENT and AMENDMENT NO. 1 to GUARANTY, dated as of May 8, 2017 (this "Agreement"; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among SNYDER'S-LANCE, INC., a North Carolina corporation (the "Borrower"), each of the Subsidiaries of the Borrower party hereto as Guarantors (the "Guarantors"), each Lender party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders.

Retirement Agreementand General Release (April 17th, 2017)

This Retirement Agreement and General Release (hereinafter the Agreement) is made and entered into by and between Carl E. Lee, Jr. (hereinafter the Executive) and Snyders-Lance, Inc., a North Carolina corporation (hereinafter Company).

[Company Letterhead] (April 17th, 2017)

On behalf of Snyders-Lance, Inc. (the Company), it is a pleasure to extend you this offer of employment for a temporary role as interim chief executive officer of the Company (Interim CEO), commencing April 11, 2017 (the Effective Date). In this role, you will have all of the powers and responsibilities of the CEO.

Executive Severance Agreement (February 28th, 2017)

THIS AGREEMENT is entered into as of December 21, 2015, by and between Snyder's-Lance, Inc., a North Carolina corporation, hereinafter referred to as the "Company", and Gail Sharps-Myers, hereinafter referred to as "Executive".

Executive Severance Agreement (February 28th, 2017)

THIS AGREEMENT is entered into as of May 4, 2015, by and between Snyder's-Lance, Inc., a North Carolina corporation, hereinafter referred to as the "Company", and Francis B. Schuster, hereinafter referred to as "Executive".

SNYDER'S-LANCE, INC. 2016 Key Employee Incentive Plan Nonqualified Stock Option Agreement (November 8th, 2016)

This Nonqualified Stock Option Agreement is made between Snyder's-Lance, Inc., a North Carolina corporation (the "Company"), and you, an employee of the Company or one of its subsidiaries.

SNYDER'S-LANCE, INC. 2016 Key Employee Incentive Plan Restricted Stock Unit Agreement (November 8th, 2016)

This Restricted Stock Unit Agreement is made between Snyder's-Lance, Inc., a North Carolina corporation (the "Company"), and you, an employee of the Company or one of its subsidiaries.

September 19, 2016 Alex Pease [ADDRESS] Dear Alex: (November 8th, 2016)

You have made a favorable impression on everyone you have met during our interview process. Your depth of experience, business competence and leadership capabilities are characteristics we value at Snyder's-Lance. Therefore we are excited to offer you the position of Executive Vice President and Chief Financial Officer reporting to Carl E. Lee, Jr., Chief Executive Officer. Below are the details of your employment offer:

SNYDER'S-LANCE, INC. Long-Term Performance Incentive Plan for Officers and Key Managers (August 9th, 2016)

Purposes and Introduction. The Long-Term Performance Incentive Plan for Officers and Key Managers (the "Plan") provides for Stock Options, Restricted Stock and Performance Awards under the Snyder's-Lance, Inc. 2016 Key Employee Incentive Plan (the "Incentive Plan"). Except as otherwise expressly defined herein, capitalized terms shall be as defined in the Incentive Plan. The primary purposes of the Plan are to:

Annual Performance Incentive Plan for Officers and Key Managers (August 9th, 2016)

Purposes and Introduction. The Annual Performance Incentive Plan for Officers and Key Managers (the "Plan") provides the framework for establishing annual Performance Cash Awards under the Snyder's-Lance, Inc. 2016 Key Employee Incentive Plan (the "Incentive Plan"). Except as otherwise expressly defined herein, capitalized terms shall be as defined in the Incentive Plan. The primary purposes of the Plan are to:

Annex a Snyders-Lance, Inc. 2016 Key Employee Incentive Plan (May 13th, 2016)

Amendment No. 1 to Credit Agreement (May 12th, 2016)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of January 19, 2016 (this "Agreement"; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among SNYDER'S-LANCE, INC., a North Carolina corporation (the "Borrower"), each Lender a party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders.

Amendment No. 4 to Amended and Restated Credit Agreement (May 12th, 2016)

This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 19, 2016 (this "Agreement"; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among SNYDER'S-LANCE, INC., a North Carolina corporation (the "Borrower"), each Lender a party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders.

Amendment No. 3 to Amended and Restated Credit Agreement (December 17th, 2015)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 30, 2014, among SNYDER'S-LANCE, INC., a North Carolina corporation (the "Borrower"), the several financial institutions from time to time party to this Agreement (collectively the "Lenders"; individually each a "Lender") and BANK OF AMERICA, N.A., as letter of credit issuing lender and as administrative agent.

Credit Agreement (December 17th, 2015)

This CREDIT AGREEMENT is entered into as of December 16, 2015, among SNYDER'S-LANCE, INC., a North Carolina corporation (the "Borrower"), the several financial institutions from time to time party to this Agreement (collectively the "Lenders"; individually each a "Lender") and BANK OF AMERICA, N.A., as administrative agent.

Form of Company Stockholder Voting Agreement (October 28th, 2015)

This Company Stockholder Voting Agreement (this "Agreement"), dated as of October 27, 2015, by and between Snyder's-Lance, Inc., a North Carolina corporation ("Parent") and the stockholders listed on Exhibit A hereto (each, a "Stockholder"). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).

Agreement and Plan of Merger and Reorganization (October 28th, 2015)

This Agreement and Plan of Merger and Reorganization ("Agreement") is made and entered into as of October 27, 2015 (the "Agreement Date"), by and among Snyder's-Lance, Inc., a North Carolina corporation ("Parent"), Shark Acquisition Sub I, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"), Shark Acquisition Sub II, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent ("Merger Sub II" and, together with Merger Sub, "Merger Subs"), and Diamond Foods, Inc., a Delaware corporation (the "Company" and, collectively, the "Parties").

Annual Performance Incentive Plan for Officers and Key Managers (May 12th, 2015)

Purposes and Introduction. The Annual Performance Incentive Plan for Officers and Key Managers (the "Plan") provides the framework for establishing annual Performance Cash Awards under the Snyder's-Lance, Inc. 2012 Key Employee Incentive Plan (the "Incentive Plan"). Except as otherwise expressly defined herein, capitalized terms shall be as defined in the Incentive Plan. The primary purposes of the Plan are to:

SNYDER'S OF HANOVER, INC. NON-QUALIFIED STOCK OPTION PLAN Amended and Restated Effective May 6, 2015 (May 12th, 2015)

Snyder's of Hanover, Inc. ("Snyder's") adopted the Snyder's of Hanover, Inc. Non-Qualified Stock Option Plan, as amended and restated, (the "Plan") and Snyder's-Lance, Inc. (the "Company") now desires to restate the Plan to reflect the completion of the business combination of Snyder's and Lance, Inc. ("Lance") which combined company is known as Snyder's-Lance, Inc., and the merger of Snyder's with Lima Merger Corp., a wholly-owned subsidiary of Lance ("Merger Sub"), with Snyder's continuing as the surviving subsidiary of Lance, as provided in that certain Agreement and Plan of Merger, dated as of July 21, 2010 and amended as of September 30, 2010 (the "Merger Agreement"), entered into by and among Snyder's, Lance and Merger Sub. The Plan is restated effective as of May 6, 2015, as follows:

Amendment No. 2 (March 4th, 2015)

This AMENDMENT NO. 2, dated as of December 4, 2014 (this "Agreement"; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among SNYDER'S-LANCE, INC., a North Carolina corporation (the "Borrower"), each Lender a party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders.

Snyder's-Lance, Inc. Deferred Compensation Plan for Non-Employee Directors (March 4th, 2015)