Exhibit
10.14


 


FIFTH AMENDMENT


TO THE


BIRDS EYE FOODS EXCESS BENEFIT
RETIREMENT PLAN


 


This Amendment is adopted by Birds Eye Foods, Inc.,
a corporation organized and existing under and by virtue of the laws of the
State of Delaware (the “Employer”).


 


WITNESSETH


 


WHEREAS, the Employer has adopted the BIRDS EYE
FOODS EXCESS BENEFIT RETIREMENT PLAN (the “Plan”); and


 


WHEREAS, the Employer has reserved the right to
amend the Plan; and


 


WHEREAS, the Employer now wishes to amend the Plan
in order to bring it into compliance with the provisions of Section 409A
of the Internal Revenue Code (the “Code”);


 


NOW, THEREFORE, the Plan is hereby amended as
follows:


 


1.             This Amendment shall apply to all participants who have
accrued a benefit under the Plan after December 31, 2004. For any
participant who has not accrued a benefit under the Plan since prior to January 1,
2005, the provisions of the Plan, as amended through the adoption of the Fourth
Amendment, shall continue in full force and effect.


 


2.             Section 2.1 of the Plan is hereby amended to add the
following paragraph at the end thereof:


 


Notwithstanding the
foregoing provisions of this Section 2.1, any participant in the Plan who
has accrued a benefit after December 31, 2004 shall commence receiving a
retirement benefit under this Plan upon the earlier of the participant’s
separation from service with the Employer or death, in accordance with Section 3.3.


 


3.             Section 3.3 of the Plan is hereby amended to add the
following paragraph at the end thereof:


 

















 


Notwithstanding the
foregoing provisions of this Section 3.3, the retirement benefit under
this Plan for any participant who has accrued a benefit after December 31,
2004 shall be computed as the single sum equivalent of the retirement benefit
as of the first day of the month coincident with or next following the earlier
of the date of the participant’s separation from service with the Employer or
death using the same actuarial factors and assumptions to compute the single
sum equivalent as are used for the Basic Plan. Such single sum equivalent shall
be paid after the participant’s separation from service with the Employer or
death (i) within 90 days in a lump sum payment if such single sum
equivalent is less than $50,000, (ii) in two equal installments with the
first installment payable within 90 days and the second installment payable on
the first anniversary of that date if such single sum equivalent is $50,000 or
greater but less than $100,000, and (iii) in three equal installments with
the first installment payable within 90 days and the second and third
installments payable on the first two anniversaries of that date if the single
sum equivalent is $100,000 or greater but less than $150,000, (iv) in four
equal installments with the first installment payable within 90 days and the
second, third and fourth installments payable on the first three anniversaries
of that date if the single sum equivalent is $150,000 or greater but less than
$200,000, and (v) in five equal installments equal installments with the
first installment payable within 90 days and the second, third, fourth and
fifth installments payable on the first four anniversaries of that date if the
single sum equivalent is $200,000 or greater.


 


4.             Section 5.1 of the Plan is hereby amended to add the
following paragraph at the end thereof:


 


Notwithstanding the
foregoing provisions of this Section 5.1, for any participant who has
accrued a benefit under the Plan after December 31, 2004, the payment of
the retirement benefit under the Plan to a participant who becomes disabled
shall be payable upon the participant’s separation from service with the
Employer or death in accordance with Section 3.3.


 


5.             Certain retirement benefits under this Plan may be treated
as non-qualified deferred compensation subject to Section 409A of the
Code.  In order that this Plan complies
with Section 409A, for any participant who has accrued a benefit under the
Plan after December 31, 2004, (i) the retirement benefits are payable
solely upon the participant’s separation from service, as such term is used in Section 409A,
with the Employer or death, (ii) if the participant is determined to be a “specified
employee,” as such term is defined in Section 409A, of a 


 


2

















 


“corporation with publicly
traded stock,” as such phrase is used in Section 409A, then all retirement
benefit payments under this Plan which are subject to Section 409A shall
be delayed for a period of six (6) months after the date of the
participant’s separation from service with the Employer, (iii) the payment
of retirement benefits under this Plan shall not be accelerated under the terms
of this Plan, (iv) the Plan provides for neither any “initial deferral
election” or any “subsequent elections,” as such terms are used in Section 409A,
and (v) the retirement benefits under this Plan are not, and shall not be,
funded through a trust located outside the United States.  It is the intention of the Employer that the
Plan comply with Section 409A.  As
such, the terms and provisions of the Plan shall be construed and interpreted
to the extent possible in a manner consistent with such intent.


 


IN WITNESS WHEREOF, this Fifth Amendment has been
executed this 26th day of October, 2008.


 


	
   

  	
  BIRDS
  EYE FOODS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lois Warlick-Jarvie

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:
  Lois Warlick-Jarvie

  
	
   

  	
   

  
	
   

  	
  Title:
  Senior Vice President, Administration

  



 


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