Exhibit 10.18


EMPLOYMENT AGREEMENT


THIS
AGREEMENT, dated as of March 6, 2007, by and between B&G FOODS, INC.
(hereinafter the “Corporation”) and Vanessa E. Maskal (hereinafter “Maskal”).


WHEREAS,
subject to the terms of this Agreement, the Corporation desires to secure the
services of Maskal as Executive Vice President of Sales (hereinafter “Executive
Vice President of Sales”), and Maskal desires to accept such employment.


NOW
THEREFORE, in consideration of the material advantages accruing to the two
parties and the mutual covenants contained herein, the Corporation and Maskal
agree with each other as follows:


1.             Effective
Date.  For purposes of this
Agreement, the “Effective Date” shall mean January 1, 2007.


2.             Employment.
Maskal will render full-time professional services to the Corporation and, as
directed by the Corporation, to its subsidiaries or other Affiliates (as
defined in Paragraph 3 below), in the capacity of Executive Vice President of
Sales under the terms and conditions of this Agreement.  She will at all times, faithfully,
industriously and to the best of her ability, perform all duties that may be
required of her by virtue of her position as Executive Vice President of Sales
and in accordance with the directions and mandates of the Board of Directors of
the Corporation.  It is understood that
these duties shall be substantially the same as those of an executive vice
president of sales of a similar business corporation engaged in a similar
enterprise. Maskal is hereby vested with authority to act on behalf of the
Corporation in keeping with policies adopted by the Board of Directors, as
amended from time to time.  Maskal shall
report to the President and Chief Executive Officer (hereinafter the “Chief
Executive Officer”) and the Board of Directors.


3.             Services
to Subsidiaries or Other Affiliates. The Corporation and Maskal understand
and agree that if and when the Corporation so directs, the Executive Vice
President of Sales shall also provide services to any subsidiary or other
Affiliate (as defined below) by virtue of her employment under this
Agreement.  If so directed, Maskal agrees
to serve as Executive Vice President of Sales of such subsidiary or other
Affiliate, including, but not limited to, the parent corporation, if any, of
the Corporation, as a condition of her employment under this Agreement, and
upon the termination of her employment under this Agreement, Maskal shall no
longer provide such services to the subsidiary or other Affiliate. The parties
recognize and agree that Maskal shall perform such services as part of her
overall professional services to the Corporation but that in certain
circumstances approved by the Corporation she may receive additional
compensation from such subsidiary or other Affiliate.  For purposes of this Agreement, an “Affiliate”
is any corporation or other entity that is controlled by, controlling or under
common control with the Corporation. “Control” means the direct or indirect
beneficial ownership of at least fifty (50%) percent interest in the income of such
corporation or entity, or the power to elect at least fifty (50%) percent of
the directors of such corporation or entity, or such other relationship which
in fact constitutes actual control.













4.             Term of
Agreement. The term of Maskal’s employment under this Agreement shall be
two (2) years from the Effective Date; provided that unless notice of
termination has been provided in accordance with Paragraph 7(a) at least sixty
(60) days prior to the expiration of the initial two (2) year term or any
additional twelve (12) month term (as provided below), or unless this Agreement
is otherwise terminated in accordance with the terms of this Agreement, this
Agreement shall automatically be extended for additional twelve (12) month
periods (the “Term”).


5.             Base Compensation.
During the Term, in consideration for the services as Executive Vice President
of Sales required under this Agreement, the Corporation agrees to pay Maskal an
annual base salary of Two Hundred Twenty Thousand Dollars ($220,000), or such
higher figure as may be determined at an annual review of her performance and
compensation by the Compensation Committee of the Board of Directors.  The annual review of Maskal’s base salary
shall be conducted by the Compensation Committee of the Board of Directors
within a reasonable time after the end of each fiscal year of the Corporation
and any increase shall be retroactive to January 1st of
the then current Agreement year. The amount of annual base salary shall be
payable in equal installments consistent with the Corporation’s payroll payment
schedule for other executive employees of the Corporation. Maskal may choose to
select a portion of her compensation to be paid as deferred income through
qualified plans or other programs consistent with the policy of the Corporation
and subject to any and all applicable federal, state or local laws, rules or
regulations.


6.             Other
Compensation and Benefits. During the Term, in addition to her base salary,
the Corporation shall provide Maskal the following:


(a)           Incentive Compensation.
Maskal shall participate in an annual incentive compensation plan (the “Incentive
Compensation Plan”), as shall be adopted and/or modified from time to time by
the Board of Directors. Incentive compensation awards are calculated as a
percentage of Maskal’s base salary on the last day of the Incentive
Compensation Plan performance period. The percentages of base salary that
Maskal is eligible to receive based on performance are 35% at “Threshold” and
70% at “Target,” as such terms are defined in the Incentive Compensation
Plan.  Incentive compensation awards are
payable no later than ninety (90) days following the end of each fiscal year of
the Corporation.  In addition, Maskal
shall be eligible to participate in the Corporation’s 2004 Long-Term Incentive
Plan and all other incentive compensation plans, if any, that may be adopted by
the Corporation from time to time and with respect to which the other executive
employees of the Corporation are eligible to participate.


(b)           Vacation.
Maskal shall be entitled to four (4) weeks of compensated vacation time during
each year, to be taken at times mutually agreed upon between her and the Chief
Executive Officer of the Corporation. 
Vacation accrual shall be limited to the amount stated in the Corporation’s
policies currently in effect, as amended from time to time.


(c)           Sick Leave
and Disability. Maskal shall be entitled to participate in such compensated
sick leave and disability benefit programs as are offered to the Corporation’s
other executive employees.



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(d)           Medical
and Dental Insurance. Maskal, her spouse, and her dependents, shall be
entitled to participate in such medical and dental insurance programs as are
provided to the Corporation’s other executive employees.


(e)           Executive Benefits And Perquisites.
Maskal shall be entitled to receive all other executive benefits and
perquisites to which all other executive employees of the Corporation are
entitled.


(f)            Automobile
and Cellular Phone. The Corporation agrees to provide Maskal with a monthly
automobile allowance of $833.33 and to provide for the use by Maskal of a
cellular telephone at the Corporation’s expense.


(g)           Liability
Insurance. The Corporation agrees to insure Maskal under the appropriate
liability insurance policies, in accordance with the Corporation’s policies and
procedures, for all acts done by her within the scope of her authority in good
faith as Executive Vice President of Sales throughout the Term.


(h)           Professional
Meetings and Conferences. Maskal will be permitted to be absent from the
Corporation’s facilities during working days to attend professional meetings
and to attend to such outside professional duties as have been mutually agreed
upon between her and the Chief Executive Officer of the Corporation.  Attendance at such approved meetings and
accomplishment of approved professional duties shall be fully compensated
service time and shall not be considered vacation time. The Corporation shall
reimburse Maskal for all reasonable expenses incurred by her incident to
attendance at approved professional meetings, and such reasonable entertainment
expenses incurred by Maskal in furtherance of the Corporation’s interests;
provided, however, that such reimbursement is approved by the Chief Executive
Officer of the Corporation.


(i)            Professional Dues. The Corporation
agrees to pay dues and expenses to professional associations and societies and
to such community and service organizations of which Maskal is a member
provided such dues and expenses are approved by the Chief Executive Officer as
being in the best interests of the Corporation.


(j)            Life
Insurance. The Corporation shall provide Maskal with life insurance
coverage on the same terms as such coverage is provided to all other executive
employees of the Corporation.


(k)           Business
Expenses. The Corporation shall reimburse Maskal for reasonable expenses
incurred by the Executive Vice President of Sales in connection with the
conduct of business of the Corporation and its subsidiaries or other
Affiliates.


7.             Termination
Without Cause.


(a)           By the
Corporation. The Corporation may, in its discretion, terminate Maskal’s
employment hereunder without cause at any time upon sixty  (60) days prior written notice or at such
later time as may be specified in said notice. 
Except as otherwise provided in this Agreement, after such termination,
all rights, duties and obligations of both parties shall cease.



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(i)            Upon the
termination of employment pursuant to subparagraph (a) above, subject to the
terms in subparagraph (ii) and Paragraph 9 below and the requirements of
Paragraph 10 below, in addition to all accrued and vested benefits payable
under the Corporation’s employment and benefit policies, including, but not
limited to, unpaid incentive compensation awards earned under the Incentive
Compensation Plan for any completed performance periods, Maskal shall be
provided with the following Salary Continuation and Other Benefits for the
duration of the Severance Period (as defined below):  (1) current annual base salary and
incentive compensation awards earned at the threshold amount shall be paid
during the Severance Period (“Salary Continuation”), which Salary Continuation
shall be paid in the same manner and pursuant to the same payroll procedures
that were in effect prior to the effective date of termination; (2)
continuation of medical, dental, life insurance and disability insurance for
her, her spouse and her dependents, during the Severance Period, as in effect
on the effective date of termination (“Other Benefits”), or if the continuation
of all or any of the Other Benefits is not available because of her status as a
terminated employee, a payment equal to the market value of such excluded Other
Benefits; (3) if allowable under the Corporation’s qualified pension plan in
effect on the date of termination, credit for additional years of service
during the Severance Period; and (4) outplacement services of an independent
third party, mutually satisfactory to both parties, until the earlier of one
year after the effective date of termination, or until she obtains new
employment; the cost for such service will be paid in full by the
Corporation.  For purposes of this
Agreement (except for Paragraph 9 below), the “Severance Period” shall mean the
period from the date of termination of employment to the first (1st)
anniversary of the date of such termination.


(ii)           Subject to
Paragraph 10 below, in the event Maskal accepts other employment during the
Severance Period, the Corporation shall continue the Salary Continuation in
force until the end of the Severance Period. All Other Benefits described in
subparagraph (i)(2) and the benefit set forth in (i)(3), other than all accrued
and vested benefits payable under the Corporation’s employment and benefit
policies, shall cease.


(iii)          Maskal shall
not be required to seek or accept any other employment. Rather, the election of
whether to seek or accept other employment shall be solely within Maskal’s
discretion. If during the Severance Period Maskal is receiving all or any part
of the benefits set forth in subparagraph (i) above and she should die, then
Salary Continuation remaining during the Severance Period shall be paid fully
and completely to her spouse or such individual designated by her or if no such
person is designated to her estate.


(b)           Release.
The obligation of the Corporation to provide the Salary Continuation and Other
Benefits described in subparagraph (a) above is contingent upon and subject to
the execution and delivery by Maskal of a general release, in form and
substance satisfactory to Maskal and the Corporation.  Without limiting the foregoing, such general
release shall provide that for and in consideration of the above Salary
Continuation and Other Benefits, Maskal releases and gives up any and all
claims and rights ensuing from her employment and termination with the
Corporation, which she may have against the Corporation, a subsidiary or other
Affiliate, their respective trustees, officers, managers, employees and agents,
arising from or related to her employment and/or termination.  This releases all claims, whether based upon 



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federal, state, local or common law, rules or regulations.  Such release shall survive the termination or
expiration of this Agreement.


(c)           Voluntary
Termination.  Should Maskal in her
discretion elect to terminate this Agreement, she shall give the Corporation at
least sixty (60) days prior written notice of her decision to terminate. Except
as otherwise provided in this Agreement, at the end of the sixty (60) day
notice period, all rights, duties and obligations of both parties to the
Agreement shall cease, except for any and all accrued and vested benefits under
the Corporation’s existing employment and benefit policies, including but not
limited to, unpaid incentive compensation awards earned under the Incentive
Compensation Plan for any completed performance periods. At any time during the
sixty (60) day notice period, the Corporation may pay Maskal for the
compensation owed for said notice period and in any such event Maskal’s
employment termination shall be effective as of the date of the payment.


(d)           Good Reason. If (i) the Board of
Directors of the Corporation or the Chief Executive Officer, in either of their
sole discretion, takes action which substantially changes or alters Maskal’s
authority or duties so as to effectively prevent her from performing the duties
of the Executive Vice President of Sales as defined in this Agreement, or
requires that her office be located at and/or principal duties be performed at
a location more than forty-five (45) miles from the present Corporation offices
located in Parsippany, New Jersey, or (ii) the Corporation materially breaches
any of the terms of this Agreement, then Maskal may, at her option and upon
written notice to the Board of Directors and the Chief Executive Officer within
thirty (30) days after the Board’s or Chief Executive Officer’s action or such
material breach, consider herself terminated without cause and, subject to
Paragraph 9 of this Agreement, shall be entitled to the benefits set forth in
subparagraph 7(a), unless within fifteen (15) days after delivery of such
notice, Maskal’s duties have been restored, the office where her principal
duties are to be performed is restored to within forty-five (45) miles from the
present Corporation offices in Parsippany, New Jersey, or such material breach
has been cured, as applicable.


(e)           Disability.


(i)            The
Corporation, in its sole discretion, may terminate Maskal’s employment upon her
Total Disability. In the event she is terminated pursuant to this subparagraph,
she shall be entitled to the benefits set forth in subparagraph 7(a), provided
however, that the annual base salary component of Salary Continuation shall be
reduced by any amounts paid to Maskal under any disability benefits plan or
insurance policy. For purposes of this Agreement, the term “Total Disability”
shall mean death or any physical or mental condition which prevents Maskal from
performing her duties under this contract for at least four (4) consecutive
months. The determination of whether or not a physical or mental condition
would prevent Maskal from the performance of her duties shall be made by the
Board of Directors in its discretion. If requested by the Board of Directors,
Maskal shall submit to a mental or physical examination by an independent physician
selected by the Corporation and reasonably acceptable to her to assist the
Board of Directors in its determination, and her acceptance of such physician
shall not be unreasonably withheld or delayed. 
Failure to comply with this request shall prevent her from challenging
the Board’s determination.



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(f)            Retirement.
The Corporation, in its sole discretion, may establish a retirement policy for
its executive employees, including Maskal, which includes the age for mandatory
retirement from employment with the Corporation. Upon the termination of
employment pursuant to such retirement policy, all rights and obligations under
this Agreement shall cease, except that Maskal shall be entitled to any and all
accrued and vested benefits under the Corporation’s existing employment and
benefits policies, including but not limited to unpaid incentive compensation
awards earned under the Incentive Compensation Plan for any completed
performance periods.


(g)           Other
Payments.  If Maskal is liable for
the payment of any excise tax (the “Excise Tax”) pursuant to section 4999 of
the Internal Revenue Code of 1986, as amended (the “Code”), or any successor or
like provision, with respect to any payment or property transfers received or
to be received under this Agreement or otherwise, the Corporation shall pay
Maskal an amount (the “Special Reimbursement”) which, after payment of any
federal, state and local taxes, including any further excise tax under Code
section 4999, with respect to or resulting from the Special Reimbursement,
would place Maskal in the same economic position that she would have enjoyed if
the Excise Tax had not applied to such payments.


8.             Termination
for Cause. Maskal’s employment under this Agreement may be terminated by
the Corporation, immediately upon written notice in the event and only in the
event of the following conduct: 
conviction of a felony or any other crime involving moral turpitude,
whether or not relating to Maskal’s employment; habitual unexcused absence from
the facilities of the Corporation; habitual substance abuse; willful disclosure
of material confidential information of the Corporation and/or its subsidiaries
or other Affiliates; intentional violation of conflicts of interest policies
established by the Board of Directors; wanton or willful failure to comply with
the lawful written directions of the Board or other superiors; and willful
misconduct or gross negligence that results in damage to the interests of the
Corporation and its subsidiaries or other Affiliates. Should any of these
situations occur, the Board of Directors and/or the Chief Executive Officer
will provide Maskal written notice specifying the effective date of such
termination. Upon the effective date of such termination, any and all payments
and benefits due Maskal under this Agreement shall cease except for any accrued
and vested benefits payable under the Corporation’s employment and benefit
policies, including any unpaid amounts owed under the Incentive Compensation
Plan.


9.             Major
Transaction. If, during the Term, the Corporation consummates a Major
Transaction and Maskal is not the Executive Vice President of Sales with duties
and responsibilities substantially equivalent to those described herein and/or
is not entitled to substantially the same benefits as set forth in this
Agreement, then Maskal shall have the right to terminate her employment under
this Agreement and shall be entitled to the benefits set forth in subparagraph
7(a), except that the Severance Period shall mean the period from the date of
termination of employment to the second (2nd) anniversary of the date of such
termination.  Maskal shall provide the
Corporation with written notice of her desire to terminate her employment under
this Agreement pursuant to this Paragraph within one hundred and twenty (120)
days of the effective date of the Major Transaction and the Severance Period
shall commence as of the effective date of the termination of this
Agreement.  For purposes of this
Paragraph, “Major Transaction” shall mean the sale of all or substantially all
of the assets of the



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Corporation, or a merger,
consolidation, sale of stock or similar transaction or series of related
transactions whereby a third party (including a “group” as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) acquires
beneficial ownership, directly or indirectly, of securities of the Corporation
representing over fifty percent (50%) of the combined voting power of the
Corporation; provided, however, that a Major Transaction shall not in any event
include a direct or indirect public offering of securities of the Corporation,
its parent or other Affiliates.


10.           Non-Competition.  Maskal agrees that during (i) the Term; (ii)
the one (1) year period following the effective date of termination of this
Agreement by Maskal pursuant to Paragraph 7(c) (Voluntary Termination); and
(iii) the one (1) year period following the effective date of termination by
the Corporation pursuant to Paragraph 8 (Termination For Cause), she shall not,
directly or indirectly, be employed or otherwise engaged to provide services to
any food manufacturer operating in the United States of America which is
directly competitive with any significant activities conducted by the
Corporation or its subsidiaries or other Affiliates whose principal business
operations are in the United States of America. 
Maskal agrees that her entitlement to the benefits set forth in
subparagraph 7(a) above is contingent upon her compliance with the requirements
of this Paragraph.


11.           Confidentiality
of Information. Maskal recognizes and acknowledges that during her
employment by the Corporation, she will acquire certain proprietary and
confidential information relating to the business of the Corporation and its
subsidiaries or other Affiliates (the “Information”). Maskal agrees that during
the term of her employment under this Agreement and thereafter, for any reason
whatsoever, she shall not, directly or indirectly, except in the proper course
of exercising her duties under this Agreement, use for her or another third
party’s benefit, disclose, furnish, or make available to any person,
association or entity, the Information. In the event of a breach or threatened
breach by Maskal of the provisions of this Paragraph, the Corporation shall be
entitled to an injunction restraining her from violating the provisions of this
Paragraph. Notwithstanding the foregoing, nothing contained herein shall be
construed as prohibiting the Corporation from pursuing any other remedies
available to it for such breach or threatened breach. For purposes of this
Paragraph, “Information” includes any and all verbal or written materials,
documents, information, products, processes, technologies, programs, trade
secrets, customer lists or other data relating to the business, and operations
of the Corporation and/or its subsidiaries or other Affiliates.


12.           Superseding
Agreement. This Agreement constitutes the entire agreement between the
parties and contains all the agreements between them with respect to the
subject matter hereof. It also supersedes any and all other agreements or
contracts, either oral or written, between the parties with respect to the
subject matter hereof.


13.           Agreement
Amendments.  Except as otherwise
specifically provided, the terms and conditions of this Agreement may be
amended at any time by mutual agreement of the parties, provided that before
any amendment shall be valid or effective, it shall have been reduced to
writing, approved by the Board of Directors or the Compensation Committee of
the Board of Directors, and signed by the Chairperson of the Board of Directors
or the Chief Executive Officer and Maskal.



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14.           Invalidity
or Unenforceability Provision.  The
invalidity or unenforceability of any particular provision of this Agreement
shall not affect its other provisions and this Agreement shall be construed in
all aspects as if such invalid or unenforceable provision had been omitted.


15.           Binding
Agreement; Assignment.  This Agreement
shall be binding upon and inure to the benefit of the Corporation and Maskal,
their respective successors and permitted assigns. The parties recognize and
acknowledge that this Agreement is a contract for the personal services of
Maskal and that this Agreement may not be assigned by her nor may the services
required of her hereunder be performed by any other person without the prior
written consent of the Corporation.


16.           Governing
Law. This Agreement shall be construed and enforced under and in accordance
with the laws of the State of New Jersey, without regard to conflicts of law
principles.


17.           Enforcing
Compliance. If Maskal needs to retain legal counsel to enforce any of the
terms of this Agreement either as a result of noncompliance by the Corporation
or a legitimate dispute as to the provisions of the Agreement, then any fees
incurred in such expense by Maskal shall be reimbursed wholly and completely by
the Corporation if Maskal prevails in such legal proceedings.


18.           Notices.
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed effective when delivered, if delivered in person,
or upon receipt if mailed by overnight courier or by certified or registered
mail, postage prepaid, return receipt requested, to the parties at the
addresses set forth below, or at such other addresses as the parties may
designate by like written notice:


	
  To the Corporation at:

  	
   

  	
  B&G Foods, Inc

  	
   

  	
   

  
	
   

  	
   

  	
  Four Gatehall
  Drive

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 110

  	
   

  	
   

  
	
   

  	
   

  	
  Parsippany, NJ
  07054

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  To Maskal at:

  	
   

  	
  her then current address included in the employment
  records of the

  	
   

  	
   

  
	
   

  	
   

  	
  Corporation

  	
   

  	
   

  



 


[Signatures on Next Page]



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IN  WITNESS WHEREOF, the Corporation and Maskal have executed
this Agreement as of the day and year first above written.


	
   

  	
  B&G FOODS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David L.
  Wenner

  
	
   

  	
  Name: David L.
  Wenner

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VANESSA E.
  MASKAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Vanessa E.
  Maskal

  



 



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