Exhibit 10.19**EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) is made and entered intoas of the 13th day of July 2004, by INTERSTATE BAKERIES CORPORATION, a Delawarecorporation (“IBC”), and Ronald B. Hutchison (“Employee”).     IBC and Employee hereby mutually agree as follows:     1. Employment.     (a) IBC or one of its subsidiaries (hereinafter referred to as the “Company”) shall employEmployee, and Employee shall serve the Company on the terms and subject to the conditions set forthherein for a period commencing on July 7, 2004, and terminating on July 7, 2006 (the “ExpirationDate”), except as provided in Section 1(b) below. Employee shall serve in the capacity ofExecutive Vice President – Chief Financial Officer of the Company. The duties, responsibilitiesand authority of Employee shall be those that are normally incident to the office to be held byEmployee. Employee shall devote his best efforts and abilities and all his business time to theaffairs and interests of the Company (except as may be otherwise authorized by the Board ofDirectors of IBC). Employee’s principal office shall be at Kansas City, Missouri.     (b) On the first anniversary of the Effective Time (as defined in paragraph 16) of theEmployment Agreement and annually thereafter, (the “Extension Date”) the Employment Agreement shallbe automatically extended for an additional one (1) year period unless terminated by either theCompany or Employee by delivery, on or
 

 
prior to December 1 of the calendar year immediately preceding such Extension Date, of atermination notice to the other party.     2. Compensation. For his services to the Company, Employee shall be entitled:     (a) To receive (i) commencing July 7, 2004, an aggregate base annual salary in the amount notless than Three Hundred Fifty Thousand dollars ($350,000) and (ii) an annual bonus pursuant to theterms of the Incentive Compensation Plan (“Plan”) with an annual target bonus equal to 50% ofEmployee’s annual salary, as the same may be amended from time to time; provided, however, forIBC’s 2005 fiscal year, this bonus will, at a minimum, be One Hundred Thousand dollars ($100,000).At annual or approximate annual intervals, the Company shall conduct, or cause to be conducted, areview of Employee’s salary, giving attention to all pertinent factors, including withoutlimitation the performance of the Company, the performance of Employee and compensation practicesinside and outside the Company. The Company shall, after such review, determine Employee’s basesalary to be paid until the completion of the next review.     (b) To receive a $10,000 decorating allowance for decorating expenses related to Employee’snew home. Such allowance shall be paid in lump sum no later than 60 days after the Effective Timeand shall be grossed-up for all income (calculated at the highest applicable federal and Missouristate individual income tax rates), FICA, and local earnings taxes (including any such taxesimposed on such gross-up) imposed on such decorating allowance.     (c) To receive, subject to approval by IBC’s Board of Directors Compensation Committee and inaccordance with the terms of IBC’s 1996 Stock
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Incentive Plan and the underlying award agreement,Twenty Thousand (20,000) restricted, non vested shares of IBC’s common stock, which restrictionsshall lapse and which shares shall become vested ratably over a three year period commencing on thedate such shares of restricted stock are granted by IBC’s Board of Directors.     (d) To be covered by noncash benefit plans and programs of the Company that are the same asthose that are provided to executives with comparable responsibilities and pay grade, includingwithout limitation retirement plans and programs, health and medical insurance coverage, long-termdisability insurance coverage and life insurance coverage.     (e) To participate in any other benefit programs that are made available to other executivesof the Company.     (f) To receive perquisites that are the same as those that are provided to executives withcomparable responsibilities and pay grade, including without limitation, a new company car everythree (3) years, an annual allowance of $5,000 for financial counseling (any unused amount may berolled over to the next succeeding year provided that the amount available in any given year willnot exceed twice the annual allowance) and four weeks of paid vacation beginning January 1, 2005.Future vacation entitlements shall be in accordance with the IBC Vacation Policy.     3. Termination; Effect of Termination.     (a) Employee’s employment hereunder shall be terminated prior to the Expiration Date ifEmployee dies or becomes permanently disabled under circumstancesin which he would be entitled to the benefits therefor under the long-term disabilityinsurance coverage referred to in Section 2(d), in which case IBC and Employee shall be
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releasedfrom all further obligations and liabilities hereunder (except as provided in this Section 3, forobligations accrued but not yet paid, for those set forth in Section 6, for liability arising fromany breach of this Agreement occurring prior to such termination and except that Employee and hisbeneficiaries shall be entitled to receive all disability and other benefits payable upon his deathor disability).     (b) If Employee’s employment hereunder is terminated by the Company without his consent or forany reason specified in Section 3(a) (each a “Termination Event”), then, within the 30 day periodfollowing such Termination Event, the Company shall make a lump sum payment to Employee in anamount equal to the sum of the remaining salary payments that Employee would have earned if he hadcontinued working for the Company for the period of time equal to the balance of the term of thisEmployment Agreement as set forth in Section 1 remaining as of such Termination Event (the“Severance Period”). The Company shall continue to provide to Employee during such SeverancePeriod all health, medical, disability and insurance coverage provided for in Section 2(d).     (c) For purposes hereof, during the Severance Period Employee shall be deemed to be in serviceand shall continue to accrue benefits under any retirement plan of the Company and any supplementalretirement benefits agreement in effect between the Company and Employee immediately prior to theSeverance Period. All such payments shall be made without reference to or deduction for anysubsequent employment obtained or obtainable by Employee. In the event that Employee would beineligible to participate in or be covered by any noncash benefit plan or program byreason of such termination of his employment, the Company shall provide substantially similarbenefits or coverage through other sources.
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     (d) During the Severance Period the Company shall continue to make all payments of its portionof the premiums for the life insurance in effect with respect to Employee’s life. Employee shallalso be entitled to receive or exercise during the Severance Period all other benefits and rightsavailable under any benefit plans or programs to terminated or discharged employees.     (e) Notwithstanding any amounts having been paid to Employee under Section 4, if, prior to thesecond anniversary of the Effective Time, Employee’s employment hereunder is terminated (i) by theCompany without cause or (ii) by the Employee for good reason, (either such type of terminationhereinafter referred to as an “Early Termination”), the Company, subject to the condition statedbelow, shall pay to Employee, in a lump sum, One Hundred Thousand dollars ($100,000) to compensateEmployee for moving expenses and other relocating expenses related to Employee’s move from theKansas City metropolitan area. Employee shall be eligible to receive the payment provided forunder this Section 3(e) only if during the 18-month period following the Early Termination,Employee relocates his permanent residence more than 60 miles outside of the Kansas Citymetropolitan area. In the event Employee is eligible to receive the payment provided for underthis Section 3(e), the Company shall pay Employee no later than 60 days following the date of suchrelocation. For purposes of this Section 3(e), Employee shall have been terminated by the Companyfor cause if such termination is a result of Employee’s willful misconduct that is materiallyinjurious to the financial condition of the Company or the Employee’s failure to perform hisduties, as communicated to Employee with reasonable specificity by the Company’s ChiefExecutive Officer or IBC’s Board of Directors, after express notice of such failure to performand a 30-day opportunity to cure such failure. For purposes of this Section 3(e),
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Employee shallhave terminated his employment for good reason if such termination is because of any materialbreach by the Company of any material term, condition or covenant contained in this Agreement, withexpress notice of such failure to perform and a 30-day opportunity to cure such failure.     (f) Notwithstanding any of the other provisions of this Employment Agreement to the contrary,in the event that the Employee is convicted in a court of competent jurisdiction, or the Employeepleads guilty or makes a plea of nolo contendere of any felony crime, the Employee’s employmentwith the Company shall be terminated and all of the Employee’s rights to any and all compensationand benefits provided under and pursuant to the terms of this Employment Agreement, except to theextent protected by law, shall terminate.     4. Moving and Commuting Expense. In connection with Employee’s move to the KansasCity metropolitan area, the Company shall pay or reimburse Employee for all reasonable andcustomary moving expenses related to such move. In addition, the Company shall pay or reimburseEmployee for all of Employee’s reasonable and customary commuting expenses incurred or paid byEmployee related to the Employee’s commute between Kansas City, Missouri and Simpsonville, SouthCarolina during the six month period immediately following the Effective Time upon presentation ofexpense statements or vouchers and such other information as the Company may reasonably require.     5. Travel Expense. Employee’s duties under this Agreement may require a reasonableamount of travel and the incurrence of travel and other businessexpenses. The Company shall pay or reimburse Employee for all such reasonable expensesincurred or paid by him upon presentation of expense statements or vouchers
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and such otherinformation as the Company may reasonably require.     6. Confidentiality. Employee shall not at any time during or after the term of thisAgreement (and without regard to the circumstances under which this Agreement or Employee’semployment hereunder may have terminated), directly or indirectly, disclose or permit those underhis control to disclose, or use, or permit those under his control to use, except as shall benecessary in the performance of his duties hereunder, any trade secrets or other proprietaryinformation owned by or confidential to IBC or any of its subsidiaries without the prior writtenconsent of IBC including but not limited to (i) any confidential information concerning thebusiness, affairs, properties, management or prospects (financial or otherwise) of IBC or any ofits subsidiaries that he may have acquired in the course of, or as an incident to, his employmentby IBC or any of its subsidiaries or predecessors or (ii) any confidential information entrusted toIBC or any of its subsidiaries or predecessors which any such company is obligated to keepconfidential.     7. Restrictions. The Employee agrees, as a condition of entering into this EmploymentAgreement, that during the Severance Period the Employee will not, as an individual or as apartner, employee, agent, advisor, consultant or in any other capacity of or to any person, firm,corporation or other entity (excluding the Company), directly or indirectly, other than as a 2% orless shareholder of a publicly traded corporation, do any of the following: (a) carry on any business, or become involved in any businessactivity, which is competitive with the business conducted by the Companyimmediately prior to a Termination Event; or
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 (b) induce or attempt to induce, or assist anyone else to induceor attempt to induce, any customer of IBC or any of its subsidiaries todiscontinue its business with IBC or any of its subsidiaries or disclose toanyone else any confidential information relating to the identities,preferences, and/or requirements of any such customer.     The Employee agrees (i) that the restraints contained in this Section 7, both separately andin total, are reasonable in view of the legitimate interests of the Company in protecting its tradesecret information and business relationships; and (ii) to disclose to any potential futureemployer during the Severance Period, the terms of the restrictions against competition containedin this Section 7.     If any provision or subpart of this Section 7 is adjudicated to be invalid or unenforceableunder applicable law, the validity or enforceability of the remaining provisions and subparts shallbe unaffected. If any provision or subpart of this Section 7 is adjudicated to be invalid orunenforceable because it is overbroad or unreasonable, that provision or subpart shall not be voidbut rather shall be limited to the extent required to make it reasonable and shall be enforced asso limited.     In the event of a breach of this Section 7, the Company (i) shall have no further liabilityfor any of the severance benefits described in Section 3(b) that have not been paid as of the dateof the breach, and (ii) shall be entitled, in addition to any other legal or equitable remedies itmay have, to temporary, preliminary and permanent injunctive relief restraining such breach.     8. Arbitration. Any controversy or claim arising out of or relating to thisAgreement, or the breach or asserted breach of its terms, will be settled by arbitration before asingle arbitrator in Kansas City, Missouri, in accordance with the rules then in
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effect under theFederal Arbitration Act, and judgment upon the award rendered may be entered in any court havingjurisdiction thereof. No claim may be arbitrated unless written notice of the basis of the claimis received within 180 days after the party first knew of the existence of the general facts uponwhich the claim is based. All arbitration hearings must commence within 90 days after the writtennotice of the claim. Employee and the Company shall share equally any fees and expenses of anyarbitrator. The arbitrator will decide what amount, if any, of the prevailing party’s legal feesand expenses will be paid by the non-prevailing party. For all purposes, this Agreement will beinterpreted and enforced under Missouri and United States law, as respectively applicable.     9. Entire Agreement. This Agreement is the entire agreement between the partieshereto with respect to Employee’s employment and shall not be amended, altered or modified in anymanner whatsoever, except by a written instrument executed by the parties hereto. This Agreementsupersedes all prior agreements between the Company and Employee and all such prior agreementsshall be void and of no further force or effect as of the Effective Time.     10. No Continuous Waiver. The waiver by any party hereto of a breach of any provisionof this Agreement by the other party hereto shall not operate or be construed as a waiver of anysubsequent breach by such party.     11. Governing Law. This Agreement shall be subject to, and begoverned by, the laws of the State of Missouri.     12. Transfer, Assignment, Modification, etc. This Agreement may not be transferred,assigned, modified, amended or waived without the prior written consent of all parties except thatthe Company may assign this Agreement without the
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consent of the Employee in the event any person,corporation or other entity, by merger, consolidation, purchase of assets, liquidation, voluntaryor involuntary assignment or otherwise, acquires all or a substantial part of the assets of theCompany or succeeds to one or more lines of business of the Company.     13. Severability. If any one or more of the provisions of this Agreement, as appliedto any party or any circumstance, shall, for any reason, be held to be invalid, illegal orunenforceable in any respect, such invalidity, illegality or unenforceability shall not affect anyother provision of this Agreement, and this Agreement shall be construed as if such invalid,illegal or unenforceable provision had never been contained in the Agreement. If any one or moreof the provisions of this Agreement shall, for any reason, be held to be unenforceable as toduration, scope, activity or subject, such provision shall be construed by limiting and reducing itso as to make such provision enforceable to the extent compatible with the then existing applicablelaw.     14. Notices. All notices hereunder shall be in writing, shall be delivered personallyor sent by certified or registered mail, postage prepaid, return receipt requested, or by overnightdelivery utilizing a recognized national express delivery carrier such as FedEx, if to Employee, tohis attention at the principal office of IBC, and if to the Company, to IBC at its principaloffice, Attention: General Counsel. No notice shall be effective if given otherwise than asprovided herein.     15. Effect of Management Continuity Agreement. In the event of a Change of Control ofIBC, as defined under the Management Continuity Agreement effective as of July 13, 2004, by andbetween IBC and the Employee (the “Continuity Agreement”), all of the Employee’s rights to anycompensation and benefits to be
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provided to Employee upon the Employee’s termination of employmentfollowing such Change of Control shall be solely governed by and paid pursuant to the terms of theContinuity Agreement and the Employee shall have no rights to any of the compensation and benefitsprovided for under this Agreement. Notwithstanding the above, Employee’s eligibility to receivethe payment provided for in Section 3(e) of this Agreement shall continue following such a Changeof Control and shall not be affected by this Section 15.     16. Effective Time. This Agreement may be signed in any number of counterparts eachof which shall be an original and all of which, when taken together, shall constitute one and thesame instrument and shall become effective as of July 7, 2004 (the “Effective Time”) upon theexecution and delivery hereof by the parties hereto.[The remainder of this page has intentionally been left blank.]
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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as ofthe day and year first above written.**THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES**.       INTERSTATE BAKERIES CORPORATION       By: /s/ James R. Elsesser   Title: Chief Executive Officer       /s/ Ronald B. Hutchison       Ronald B. Hutchison
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