Exhibit 10.20


 


FIFTH 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, 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, Section 1.9
“Base Compensation” of said Plan is hereby amended effective June 1, 2005
by adding the following as the second paragraph:


 


In
the case of a participant who terminates employment with the Employer on  or after June 1,
2005, and who receives severance pay as a consequence of  the termination,
“Base Compensation” means an Employee’s basic earnings  excluding overtime,
premiums, bonuses, and 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, and shall  further include
severance pay received by the Employee from the Company  during the
calendar year.


 


NOW, THEREFORE, Section 1.14
“Compensation” of said Plan is hereby also amended effective June 1, 2005
by adding the following as the second paragraph:


 


In
the case of a participant who terminates employment with the Employer on  or after June 1,
2005, and who receives severance pay as a consequence of  the termination,
“Compensation” means, with respect to calendar years  commencing on and after January 1,
2000, an Employee’s basic earnings  including overtime, premiums,
bonuses, Paid Time Off under the


 

















 


Birds
Eye Foods Paid Time Off policy for salaried exempt and salaried  non-exempt
employees, and severance pay, received by the Employee from the  Company during
the calendar year, but 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.


 


NOW, THEREFORE, said Plan is
also hereby amended effective June 1, 2005 by replacing Section 2.1(e) in
its entirety with the following:


 


2.1(e)      “Severance Date”
means the earlier of (1) the date on which an Employee  retires or dies
or his employment with all Employers and Affiliates is  otherwise
terminated or (2) the first anniversary of the first date of a  period in which
an Employee remains absent from service with all Employers  and Affiliates
for any reason other than (A) his retirement, death or other  termination of
employment or (B) a Leave of Absence.


 


In
the case of a participant who terminates employment with the Employer on  or after June 1,
2005, and who receives periodic severance pay as a  consequence of the
termination, “Severance Date” means the earliest of :  (1) the
date on which he is no longer receiving periodic severance pay from  the Employer, or
(2) the date he becomes covered under another employer’s  qualified
defined benefit plan, or (3) the first anniversary of the first  date of a period
in which an Employee remains absent from service with all  Employers and
Affiliates for any reason other than (A) his retirement,  death or other
termination of employment or (B) a Leave of Absence.  IN WITNESS WHEREOF,
this amendment has been executed this 28 day of June  2005.


 


	
   

  	
   

  	
  BIRDS EYE FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY: 

  	
  /s/ Lois Warlick-Jarvie

  
	
   

  	
   

  	
   

  
	
  ATTESTED: 

  	
  /s/ Karen Babey