Governance and Nominating Committee Charter

December 6, 2010

The Governance and Nominating Committee of the Board of Directors of Snyder's-Lance, Inc. (the Corporation) shall consist of no fewer than three members of the Board of Directors of the Corporation (the Board), all of whom are independent directors as provided in the Corporation's Governance Principles.

The members of the Governance and Nominating Committee (the Committee) and its Chairman shall be appointed by the Board at the Annual Meeting of the Board. The Chairman and each of the members shall serve until the next Annual Meeting of the Board and until their successors are appointed and qualified. Members of the Committee and its Chairman may be removed by the Board at any time.

The Committee shall meet at least one time during each fiscal year of the Corporation.

The duties and responsibilities of the Committee are as follows:

1. Assist the Board in insuring that the Board is appropriately constituted to meet its fiduciary obligations to the Corporation and its stockholders.

2. Review periodically and recommend appropriate changes to the Board regarding the Corporation's corporate governance principles, codes of conduct and ethics and other corporate governance documents.

3. Oversee and review the Corporation's processes for providing information to the Board, including assessing the reporting channels through which the Board receives information and the quality and timeliness of information received.

4. Recommend the members of each committee and the Chairman of each committee to the Board after consultation with the Chairman of the Board of Directors and the Lead Independent Director and with consideration of the desires of individual Board members.

5. Assess and review with the Board each year the appropriate qualifications for Board members based on the composition of the current Board and any other skills, experience or characteristics needed or desired, including any minimum qualifications that must be met by a director nominee or any specific qualities or skills that one or more of the Corporation's directors must possess.

6. Consider the mix of characteristics, experiences, diverse perspectives and skills that a candidate would bring to the Board in comparison to those of the continuing members of the Board.

7. Retain, in the discretion of the Committee, consultants to assess the skills of the candidates and the skills of the current members of the Board and search firms to assist in identifying candidates for election to the Board.

8. Identify, consider and recommend to the Board of Directors candidates to fill new or vacant positions on the Board, including the persons to be nominated by the Board for election as directors at the Annual Meeting of Stockholders.

9. Evaluate the notice and resignation of any director due to a significant change in job responsibilities and evaluate whether the director continues to meet the Board's membership criteria under the circumstances; the Committee is authorized to determine not to accept such resignation and report such action to the Board or to recommend that the Board accept such resignation.

10. Review and recommend action to the Board concerning transactions or relationships involving a related party or a possible conflict of interest between the Corporation and either a director or a senior executive.

11. Develop, and recommend to the Board for approval, succession plans for the Chief Executive Officer and Directors.

12. Review periodically with the Chairman of the Board and Chief Executive Officer the succession plans for positions held by senior management and make recommendations to the Board with respect to those succession plans.

13. Review the adequacy of this Charter and the Charters of the other committees annually and recommend any changes to the Board for approval.

14. Provide an annual assessment to the Board of the performance of the Board and of each committee (other than this Committee) after the end of each fiscal year.

15. Propose and oversee training for the Board, including orientation for new members and a combination of general training for the entire Board and targeted training for selected committees and members.

16. Establish and periodically review policies for considering stockholder recommendations for nominees for election as a director and procedures to be followed by stockholders for submitting recommendations for nominees for election as a director.

17. Establish and periodically review the process for identifying and evaluating nominees for election as a director, including nominees recommended by stockholders.

18. Establish and periodically review policies regarding director attendance at annual meetings of stockholders.

19. Establish and periodically review procedures to be used by stockholders for communicating with the Board of Directors.

20. Consider other matters concerning corporate governance as directed by the Board or as initiated by the Committee Chairman.

21. Such other duties and responsibilities as may be directed from time to time by the Board.


Committee Members

James W. Johnston
James W. Johnston
Chairman of the Board

James W. Johnston has served as the President and Chief Executive Officer of Stonemarker Enterprises, Inc., a Mooresville, NC consulting and investment company, since 1996. He was the Vice Chairman of RJR Nabisco, Inc., a Winston-Salem, NC diversified manufacturer of consumer products from 1995 until 1996; Chairman of R. J. Reynolds Tobacco Worldwide from 1993 until 1996; and Chairman and Chief Executive Officer of R. J. Reynolds Tobacco Co. from 1989 until 1996. 

Jeffrey A. Atkins
Jeffrey A. Atkins

Jeffrey A. Atkins served as the Executive Vice President and Chief Financial Officer of ACH Food Companies, Inc., a Memphis, TN food manufacturer, distributor and marketer, from 2003 until his retirement in 2010. He worked as a private investor from 2001 until 2003; Chief Financial Officer of Springs Industries, Inc., a Fort Mill, SC manufacturer and distributor of textile home furnishings from 1999 until 2001; and Chief Executive Officer and Chief Financial Officer of Pete’s Brewing Company, a Palo Alto, CA craft-beer brewer and marketer from 1997 until 1998. He held various positions including Vice President of Corporate Planning (1995-1996) at The Quaker Oats Co., a Chicago, Illinois food and beverage marketer and manufacturer, from 1977 to 1996. He serves as Chairman of the board of directors of Stratas Foods, Inc., a manufacturer and distributor of edible oils. 

C. Peter Carlucci, Jr.
C. Peter Carlucci, Jr.

C. Peter Carlucci, Jr. has been a member of the law firm of Eckert Seamans Cherin & Mellott, LLC since 1989. Mr. Carlucci is the managing partner of CPC Partnership, a real estate investment partnership. From 2005 until 2007, he served as a director of Sigma Coatings USA, Inc. and a managing director of Sigma Coatings USA, B.V., producers of industrial coatings. Mr. Carlucci was a director of Snyder’s for 30 years from June 1980 until December 2010 when he was appointed to the Company’s board of directors in connection with the merger. 

John E. Denton
John E. Denton

John E. Denton works as a private investor. From 2004 until 2009, Mr. Denton was a partner at Maloney, Mitchell and Denton, a commercial real estate firm specializing in planned unit developments and mixed use communities. He has worked as a Division Manager at Proctor and Gamble Food Products, President of Hanover Foods, and Chairman and Chief Executive Officer of New World Pasta. Mr. Denton also served as President and Chief Executive Officer of Snyder’s from 1992 to February 2000. Mr. Denton served as a member of the board of directors of Snyder’s until December 2010 when he was elected to the Company’s board of directors in connection with the merger.

Dan C. Swander
Dan C. Swander

Dan C. Swander has been an Operating Partner of Swander Pace Capital, an equity investment firm specializing in consumer products and related industries in San Francisco, CA since 2006. He was the Chief Executive Officer of Method Products, Inc., a San Francisco, CA marketer of household cleaning and personal care products, from 2008 until 2009; Executive Vice President of Basic American Foods, Inc., a Walnut Creek, CA food manufacturing company from 2004 until 2005; President and Chief Operating Officer of International Multifoods Corporation, a Minnetonka, MN food manufacturing company, from 2001 until 2004; and Chairman and Director of Swander Pace & Company, a strategy consulting firm specializing in the food, beverage and packaged goods industries in San Francisco, CA, from 1987 until 2001.