Exhibit 10.18


 


THIRD AMENDMENT TO THE


BIRDS EYE FOODS MASTER SALARIED RETIREMENT PLAN


 


This
amendment is adopted by Birds Eye Foods, Inc., a corporation duly formed
and existing under and by virtue of the general Corporation Law of the State of
Delaware (referred to herein as the “Employer”).


 


WITNESSETH


 


WHEREAS,
the Employer has adopted the Birds Eye Foods Master Salaried Retirement Plan
(the “Plan”) which was amended and restated effective January 1, 2001
pending receipt of a favorable determination letter from the Internal Revenue
Service, and


 


WHEREAS,
the Employer has reserved the right pursuant to the provisions of the Plan to
amend it at any time, and


 


WHEREAS,
the Employer now wishes to amend the Plan,


 


NOW,
THEREFORE, said Plan is hereby amended effective July 1, 2003 by replacing
Section 1.14 in its entirety with the following:


 


1.14                     “Compensation”
means, with respect to calendar years commencing on and after January 1,
2000, an Employee’s basic earnings including overtime, premiums, bonuses, but excluding
severance pay, received by the Employee from the Company during the calendar
year, and also excluding amounts deferred pursuant to a non-qualified plan of
deferred compensation. Compensation shall include amounts deferred pursuant to
a salary reduction plan qualified under Code Section 401(k) or under
a cafeteria plan under Code Section 125. Effective July 1, 2003,
Compensation will also include Paid Time Off under the Birds Eye Foods Paid
Time Off policy for salaried exempt and salaried non-exempt employees.


 


In
addition to other applicable limitations which may be set forth in the Plan,
and notwithstanding any other provision of the Plan to the contrary, for Plan
Years beginning on or after January 1, 1994, the earnings of each Employee
taken into account under the Plan shall not exceed the OBRA ’93 annual
compensation limit. The OBRA ‘93 annual compensation limit is $150,000, as
adjusted by the Commissioner of Internal Revenue for increases in the
cost-of-living in accordance with Section 401(a)(17)(B) of the Code. The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which compensation is determined (the “determination
period”) beginning in such calendar year. If a determination period consists of
fewer than 12


 

















 


months,
the OBRA ‘93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12. If Compensation for any prior determination period
is taken into account in determining an Employee’s benefits accruing in the
current plan year, the Compensation for that prior determination period is
subject to the OBRA ‘93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods beginning
before the first day of the first Plan Year beginning on or after January 1,
1994, the OBRA ‘93 annual compensation limit is $150,000.


 


IN
WITNESS WHEREOF, this amendment has been executed this 23rd day of June 2003.


 


	
   

  	
   

  	
  BIRDS EYE FOODS, INC.

  
	
   

  	
   

  	
  BY: 

  	
  /s/ Lois Warlick-Jarvie

  
	
   

  	
   

  	
   

  
	
  ATTESTED: 

  	
  /s/ Karen A. Babey