Exhibit 10.1

 



 

PERSONAL AND CONFIDENTIAL

 

October 19, 2018

 

Mr. Michael D. Adasczik

 

Dear Michael:

 

It is with great pleasure we extend to you an offer to join B&G Foods, Inc. (“B&G Foods” or the “Company”) on the terms and conditions set forth in this letter.  At B&G Foods, we love food and bringing our family of brands to our consumers and their families. We have fire in our bellies, are energized by new challenges and pursue excellence in everything we do. We believe in teamwork, have a common desire to be part of something big, and share a commitment to stay humble amidst exponential growth.  We’re building this company brick by brick and we want you to be a part of it.

 

	
Commencement Date:
    	
 
    	
Your employment is expected to commence in   November 2018 on a date to be mutually agreed between you and the   Company.
    
	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
Vice President of Finance and Chief Accounting   Officer.
    
	
 
    	
 
    	
 
    
	
Reporting:
    	
 
    	
You will report to the Executive Vice President of   Finance and Chief Financial Officer.
    
	
 
    	
 
    	
 
    
	
Location:
    	
 
    	
Parsippany, NJ (Corporate Headquarters).
    
	
 
    	
 
    	
 
    
	
Base Salary:
    	
 
    	
Your annual base salary will be $310,000 and paid in   equal installments consistent with the Company’s payroll payment schedule for   employees of the Company. B&G Foods conducts annual salary reviews,   and at its sole discretion may grant an increase based upon factors such as   effective job performance, compensation surveys, and other relevant criteria.   Annual salary increases are effective on a common date in   March following the end of the most recent performance year. However,   given your expected commencement date late in 2018, you will become eligible   for your first annual salary increase in March 2020.
    
	
 
    	
 
    	
 
    
	
Annual Bonus Plan:
    	
 
    	
Your eligibility for an annual cash bonus award and   the amount of any such award are completely within the discretion of B&G   Foods’ Compensation Committee. In your position, you will have a target bonus   opportunity of 40% of your base salary and a maximum bonus opportunity of 80%   of your base salary based upon the Company’s achievement of performance goals   and your achievement of specific individual objectives set by your manager   and you. It is our practice to prorate any bonus earned based on the portion   of such performance period you have been employed by B&G Foods. You must   be an active employee of B&G Foods on payroll at the end of the   applicable performance period and at the time any earned bonus is paid in   February or March following the completion of the performance   period. Eligibility for participation in B&G Foods’ annual bonus   plan is not a guarantee or assurance of receipt of any annual cash incentive   award.
    


 

Quality Foods Since 1889

 











 

Mr. Michael D. Adasczik

October 19, 2018

Page 2

 

	
Long-Term Incentive Awards:
    	
 
    	
You will be eligible to participate in the Company’s   long-term incentive award (“LTIA”) program, as shall be adopted and/or   modified from time to time by the Compensation Committee. It is currently   contemplated that the LTIAs will be a combination of performance shares and   stock options. You will be eligible to earn LTIAs calculated as a percentage   of your base salary on the grant date of such LTIAs. Eligibility for   participation in B&G Foods’ LTIA program is not a guarantee or assurance   of receipt of any performance shares or stock options.

 

Performance Shares. Each year, at   the discretion of the Compensation Committee, you will be eligible for   performance share LTIAs (based upon three year company performance). The   percentages of base salary that you are eligible to earn in accordance with   performance share LTIAs range from 7.5% at “Threshold” to 15.0% at “Target”   to 30.0% at “Maximum,” as such terms are defined in the performance share   LTIAs. Shares will be issued with respect to performance share LTIAs only if   B&G Foods satisfies certain performance goals, the satisfaction of   which will be determined by the Compensation Committee after the end of the   applicable three-year performance period. The expected date of your grant for   the 2019 to 2021 performance period is March 2019. Performance share   LTIAs are payable not later than the 15th day of the third month following   the end of the final fiscal year of the applicable performance period. The   payment of performance shares, if earned, for the 2019 to 2021 performance   period would be made by March 15, 2022.

 

Stock Options. Each year, at the   discretion of the Compensation Committee, you will be eligible to receive   stock options equivalent on the grant date to 5.0% of your base salary. It is   contemplated that your first option grant will be in March 2019 and that   each option grant will cliff vest after three years.
    
	
 
    	
 
    	
 
    
	
Car Allowance:
    	
 
    	
You will receive a car allowance of $10,000 per   year, less applicable tax withholdings, paid in equal installments consistent   with the Company’s payroll payment schedule.
    
	
 
    	
 
    	
 
    
	
Cell Phone Allowance:
    	
 
    	
You will receive a cell phone allowance of $600 per   year, less applicable tax withholdings, paid in equal installments consistent   with the Company’s payroll payment schedule.
    
	
 
    	
 
    	
 
    
	
401(k) Plan:
    	
 
    	
You will be eligible to participate in the B&G   Foods 401(k) Savings and Investment Plan the first pay period following   90 days of employment. You will be automatically enrolled in the plan in the   first pay period that occurs 30 days after you satisfy eligibility   requirements unless you elect otherwise. Additional details, including   deferral rates, employer match, investment options, and opt out options will   be provided to you in advance of your eligibility date.
    
	
 
    	
 
    	
 
    
	
Defined Benefit Pension Plan:
    	
 
    	
You will be eligible to participate in the B&G   Foods Pension Plan after one year of service.
    
	
 
    	
 
    	
 
    
	
Vacation and Other Paid Time Off:
    	
 
    	
Our vacation year is the calendar year. You will   receive 20 days of paid vacation per year. Unused vacation days are forfeited   at year end and do not carry over to the next year. In addition, you are   eligible for 10 days of sick time. During 2018, the number of vacation days   and sick time will be prorated based on the portion of the calendar year you   have been employed by B&G Foods. You will also be eligible for paid   holidays. Please see the Company’s employee guide for our annual holiday   calendar.
    


 











 

Mr. Michael D. Adasczik

October 19, 2018

Page 3

 

	
Medical and Other Benefits
    	
 
    	
You will be eligible to participate in the same   benefit programs, and medical, dental, vision, prescription, life and   disability coverages (as in effect from time to time and on terms and   conditions consistent with those) provided to the Company’s other similarly   situated employees.
    
	
 
    	
 
    	
 
    
	
Documentation:
    	
 
    	
Upon commencement of your employment, you will be   required to provide appropriate documents as defined by the U.S.   Department of Homeland Security/U.S. Citizenship and Immigration   Services to verify that you are authorized to work in the United Sates.    You will also be required to complete the appropriate tax withholding forms.
    
	
 
    	
 
    	
 
    
	
No Conflicting Agreements; Other Restrictions:
    	
 
    	
You have advised us that you are not a party to or   restricted by an agreement with a previous employer that would interfere with   or impair in any way your ability to perform the duties of your position with   B&G Foods. Based on that representation, we have extended this offer of   employment to you. Further you agree that you will not bring any documents or   information with you from any of your prior employers that contain   confidential, proprietary or trade secret information, and it is a condition   of your employment with B&G Foods that you refrain from using or   disclosing any confidential, proprietary or trade secret information of any   previous employer in the course of your employment with B&G Foods. If any   previous employer asserts a claim that you have committed a breach of any   contractual or other material duty to such previous employer,   B&G Foods may immediately terminate your employment. In the event of   such a claim, B&G Foods is not obligated to indemnify you for any damages   or to provide a defense against such claims.
    
	
 
    	
 
    	
 
    
	
Non-Competition; Confidentiality; Other Restrictive   Covenants:
    	
 
    	
As a condition of employment, you will be required   to sign the enclosed confidentiality, proprietary rights and restrictive   covenants agreement.
    
	
 
    	
 
    	
 
    
	
Not an Employment Agreement; Contingencies
    	
 
    	
This offer letter is an offer of employment and not   an employment contract. The employment relationship between the Company and   you is at-will. This means that the employment relationship: (1) is   terminable at the will of either party, (2) is terminable with or   without cause, and (3) is terminable without prior notice.   Notwithstanding any contrary statements contained herein, B&G Foods   remains free to change wages and all other working conditions, including   benefits and contribution levels, without having to consult you and without   your agreement.

 

The offer and terms of employment are subject to,   among other things:

 

(1)             confirmation that   you are not a party to any non-compete, non-solicit, or restrictive-covenant   agreement that would interfere with or restrict your ability to perform   duties for the Company and that you have provided the Company with any   non-confidential sections of such agreements;

 

(2)             successful   completion of a drug test, background check, and verification of your ability   to work in the United States; and

 

(3)             our receipt of the   enclosed confidentiality, proprietary rights and restrictive covenants   agreement signed by you.
    


 











 

Mr. Michael D. Adasczik

October 19, 2018

Page 4

 

It is our sincere hope that you will accept our employment offer. We are confident that you will find your experience with B&G Foods to be personally and professionally rewarding. We look forward to hearing from you.  To confirm your acceptance of our offer, please sign below and return by October 26, 2018.  Please know that by doing so, you acknowledge that you understand your employment will be at-will.

 

	
Sincerely,
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Eric H. Hart
    	
 
    	
 
    
	
Eric H. Hart
    	
 
    	
 
    
	
Executive Vice   President of Human Resources and Chief Human Resources Officer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Michael D. Adasczik
    	
 
    	
Date:
    	
10/19/18
    
	
Michael D. Adasczik