Exhibit 10.20**MANAGEMENT CONTINUITY AGREEMENT**This **MANAGEMENT CONTINUITY AGREEMENT**(this “Agreement”), is entered into by and between InterstateBakeries Corporation (“IBC”), a Delaware corporation, and Ronald B. Hutchison, an individual (the“Executive”).**WITNESSETH:****WHEREAS,**the Compensation Committee, as defined herein, in action taken at a meeting held on July13, 2004, has authorized IBC to enter into a Management Continuity Agreement (the “Agreement”) witha certain key executive of IBC or one of its Affiliates; and**WHEREAS,**the Board of Directors believes it is imperative, in the event of an attempted Change inControl, as defined herein, that certain key executives continue employment with IBC or one of itsAffiliates, and that IBC be able to receive and rely upon the advice of such executives on the bestinterests of IBC and its shareholders, without concern that the executives may be distracted byuncertainties as to their own position or security; and**WHEREAS,**the Executive is a key executive of IBC or one of its Affiliates and has been selected bythe Board of Directors to be offered this Agreement; and**WHEREAS,**the Board of Directors believes that the payments, which may be made under thisAgreement, constitute additional reasonable compensation for services to be rendered by theExecutive in connection with a Change in Control;**NOW, THEREFORE,**for and in consideration of the premises and other good and valuable consideration,IBC and the Executive agree as follows:**Article 1.****Definitions****:**For purposes of this Agreement, the following terms shall have themeanings set forth below:a. **Affiliate:**An Affiliate shall mean any Person who, directly or indirectly or through one ormore intermediaries, Controls another Person, is Controlled by another Person, or is undercommon Control with another Person. b. **Base Compensation:**The Base Compensation shall mean the sum of:(i) the Executive’s monthly gross salary paid by IBC or one of its Affiliates, whetherpaid or deferred, for the last full month preceding the Executive’s Qualifying Terminationor for the last full month preceding the Change in Control, whichever is greater; and
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(ii) a one (1) month portion (as if earned ratably over the relevant period) of the greaterof (x) the Executive’s most recent annual (or, if applicable, pro rata portion of theannual) bonus received from IBC or one of its Affiliates, whether paid or deferred,preceding the Executive’s Qualifying Termination or the Change in Control, whichever isgreater and (y) the target incentive award for the Executive under the Incentive Plan;c. **Beneficial Ownership:**Beneficial Ownership shall mean “beneficial ownership” as defined inRule 13d-3 promulgated under Section 13(d) of the Exchange Act. d. **Board of Directors:**The Board of Directors shall mean the Board of Directors of IBC.e. **Buyer:**A Person which, alone or with its Affiliates, purchases the business or businesses ofIBC and/or one of IBC’s Affiliates in a transaction or transactions described in Article 2(c). f. **Change in Control:**A Change in Control shall mean an occurrence set forth in Article 2.g. **Code:**The Code shall mean the Internal Revenue Code of 1986, as amended or replaced fromtime to time and including any rulings and Treasury regulations issued thereunder.h. **Common Stock:**Common Stock shall mean the $.01 par value common stock of IBC, and such otherIBC voting stock that may be issued, prior to a Change in Control, in lieu of, or in additionto, the Common Stock, as a result of (i) a merger or consolidation of IBC, (ii) the creationof a class or classes of tracking stock, or (iii) the reclassification of any of theforegoing.i. **Compensation Committee:**The Compensation Committee shall mean the Compensation Committee ofIBC.j. **Continuing Director:**A Continuing Director shall mean a member of the Board of Directors asof the date hereof, and any other director who was appointed or nominated for election to theBoard of Directors by a majority of the Continuing Directors then in office.k. **Control:**Control (including the terms “controlling”, “Controlled by” and “under commoncontrol with”) shall mean the possession of a power, directly or indirectly, whether throughownership of securities, by contract or otherwise: (i) to elect a majority of the Board of Directors of a Person; or  (ii) to direct the business, management and policies of a Person or direct thesale of a substantial portion of its assets.
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l. **Disability:**A Disability shall mean a condition where the Executive suffers a completeinability to perform the Executive’s work assignments because of injury or sickness, and suchinability is expected to continue indefinitely. To determine Disability, IBC shall rely on adetermination with respect to disability of the Executive made under the Interstate BrandsCorporation Long Term Disability Plan or any successor disability plan. If no suchdetermination has been made within seven (7) months after the Executive’s last day worked, orif the Executive is not enrolled in any such Long Term Disability Plan, the determinationshall be made by a licensed physician jointly selected by IBC and the Executive. Fees andexpenses of any physician, and all costs of examinations of the Executive, shall be paid byIBC or one of its Affiliates.m. **Discount Rate:**The Discount Rate shall mean the “applicable interest rate” (and themortality tables, if applicable) prescribed under Section 417(e)(3) of the Code at the time ofthe Executive’s Qualifying Termination. n. **Exchange Act:**The Exchange Act shall mean the Securities Exchange Act of 1934, as amended. o. **Group:**A Group shall mean “group” as defined in Section 13(d)(3) of the Exchange Act.p. **Incentive Plan:**The Incentive Plan shall mean the Interstate Brands Corporation IncentiveCompensation Plan for Corporate and Division Management as the same may be amended from timeto time and all similar plans adopted during the term of this Agreement.q. **Payment Period:**The Payment Period shall mean the period commencing with the first day ofthe month following the month in which a Qualifying Termination occurs and continuing fortwenty-four (24) months thereafter.r. **Person:**Person shall mean any natural person, firm, individual, company, corporation,partnership, joint venture, joint stock company, limited liability company, business trust,trust, association or any other business organization or entity, whether incorporated orunincorporated, or any division thereof.s. **Qualifying Termination:**A Qualifying Termination shall mean the Executive’s termination ofemployment, within two (2) years after a Change in Control, from IBC, a Buyer or an Affiliateor a Successor of the foregoing; provided that, a Qualifying Termination shall not be deemedto occur on account of: (i) the Executive’s transfer of employment at any time during theterm of this Agreement between any two Persons comprised of IBC or itsSuccessor, and any of their Affiliates, provided that, upon such a transferafter a Change in Control, the Executive has
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   Substantially the Same Employment after such transfer as immediately priorto the Change in Control; or  (ii) the Executive’s being employed by a Buyer or any Affiliate orSuccessor of such Buyer, in connection with a Change in Control described inArticle 2(c), provided that, during the term of this Agreement, the Executivehas Substantially the Same Employment as immediately prior to the Change inControl; or  (iii) the Executive’s death; or  (iv) the Executive’s voluntary termination of employment with IBC,a Buyer or an Affiliate or Successor of the foregoing within two (2) yearsafter such Change in Control, if the Executive has, at all times,Substantially the Same Employment as immediately prior to the Change inControl.It is expressly understood that Executive shall in no event be deemed to have waived his orher right to Severance Benefits under Article 4 of this Agreement if Executive remainsemployed during or after a time during which he or she ceased to have Substantially theSame Employment after a Change in Control, as long as the Executive incurs a termination ofemployment within two (2) years after such Change in Control and such termination ofemployment is not a termination as described in Article 1 s. (i), (ii) or (iii).t. **Retirement Plan:**The Retirement Plan shall mean the Interstate Brands Corporation RetirementIncome Plan, as amended, or any successor retirement plan adopted by IBC.u. **Spin-off:**A Spin-off shall mean a spin-off, reverse spin-off or similar type of transaction,including a management-led leveraged buyout, resulting in the disposition to IBC’sshareholders, or to a management-led leveraged buyout group, of all or substantially all ofthe stock and/or assets of any business conducted by IBC and/or its Affiliates.v. **Substantially the Same Employment:**Substantially the Same Employment shall mean employmentwhere there is, at all times during the period of up to two (2) years after a Change inControl compared to immediately prior to a Change in Control: (i) no reduction in the Executive’s base salary and no less thansuch annual increases in the Executive’s base salary as were customary withrespect to the Executive prior to the Change in Control; and  (ii) no reduction in the annual bonus award opportunity below theperformance target applicable to the Executive, for both personal
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   and company or business unit performance, unless a substantiallyequivalent arrangement (embodied in an ongoing substitute or alternativeannual bonus award plan) has been made with respect to such annual bonusaward, and such arrangement provides benefits not materially lessfavorable to the Executive (both in terms of the amount of benefitsprovided and the level of the Executive’s participation relative to otherparticipants); and  (iii) no substantial reduction in Executive’s participation in anyexecutive incentive compensation plans in which Executive participatedimmediately before the Change in Control, unless a substantially equivalentarrangement (embodied in an ongoing substitute or alternative plan) has beenmade with respect to such executive incentive compensation plans, and sucharrangement provides benefits not materially less favorable to the Executive(both in terms of the amount of benefits provided and the level of theExecutive’s participation relative to other participants); and  (iv) no substantial reduction in employee pension benefits(including plans qualified under Section 401(a) of the Code and non-qualifiedplans) and welfare and fringe benefits applicable to the Executive, so thatthe benefit programs for which the Executive is eligible are, in theaggregate, substantially equivalent; and  (v) no reduction of a substantial nature in the Executive’sduties or responsibilities, or assignment of new duties inconsistent with theExecutive’s skills, education and experience; and  (vi) no substantial reduction in the Executive’s access toadministrative support services.w. **Successor:**A Successor shall mean (i) the continuing, surviving or successor Person which iscreated, or remains in existence, upon the merger or consolidation of two Persons; or (ii) aPerson which otherwise succeeds (by operation of law, contract or otherwise) to the rights,duties or interests of another Person.x. **Supplemental Plan:**The Supplemental Plan shall mean the IBC Supplemental ExecutiveRetirement Plan, as amended, or any successor supplemental retirement plan adopted by IBC.**Article 2. Change in Control:**A Change in Control will occur if there is:a. Such a change in the membership of the Board of Directors that Continuing Directors shallhave ceased (for any reason) to constitute at least a majority of the Board of Directors; or
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b. An acquisition by any Person or Group, or by a Person and its Affiliates or by a Group andAffiliates of members of such Group, of the Beneficial Ownership of fifty percent (50%) ormore of the then-outstanding Common Stock of IBC (other than acquisitions by IBC, an IBCAffiliate, or any trustee or other fiduciary holding IBC Common Stock pursuant to the terms ofany IBC benefit plan); orc. Either of the following: (i) a sale of all or substantially all of the assets of IBC in atransaction subject to the provisions of Section 271 of the Delaware General Corporation Law;or (ii) a sale or other disposition to a Person or a Group, or to a Person and its Affiliatesor to a Group and Affiliates of members of such Group, (excluding a sale or disposition to anAffiliate or Affiliates of IBC), of all or substantially all of the assets of those businessesof IBC and its Affiliates which, in the aggregate, accounted for (as of the end of the fiscalquarter ending coincident with or immediately preceding such sale) all or substantially all ofIBC’s operating profit; ord. A merger, share exchange, reorganization or consolidation of IBC with any other Person otherthan an Affiliate of IBC (a “Business Combination”), unless the voting power of the CommonStock outstanding immediately before such Business Combination continues to represent,immediately following such Business Combination (either by remaining outstanding or by beingconverted into voting securities of the Person surviving after such Business Combination orits Affiliate), more than 50% of the combined voting power of the then-outstanding votingsecurities of such surviving Person (or its Affiliate) including (if applicable) IBC; ore. A finding by a majority of the Continuing Directors that a sale, disposition, merger or othertransaction or event designated by such Continuing Directors in their sole discretion shall,under this Agreement, constitute a Change in Control with respect to the Executive.Notwithstanding the foregoing, in no event shall a Spin-off be deemed to constitute a Change inControl.**Article 3.****Operation of Agreement****:**This Agreement shall not create any obligation on thepart of IBC or its Affiliates, or the Executive, to continue the Executive’s employmentrelationship. Anything in this Agreement to the contrary notwithstanding, the Executive shall notbe entitled to Severance Benefits, as defined below, under this Agreement unless and until therehas been a Change in Control and the Executive has had a Qualifying Termination. Except ashereinafter provided, this Agreement shall not affect any other benefit program (as such programsmay be amended) applicable to the Executive; provided, that, by execution of this Agreement, theExecutive hereby waives any and all claims to benefits under any termination or severance plan orsimilar severance arrangement offered by IBC or its Affiliates to all or some of their employeesduring the term of this Agreement, that would otherwise by payable to the Executive on account of,or coincident with, a Change in Control and termination of employment.
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**Article 4.****Severance Benefits****:**If the Executive remains in the employ of IBC or one ofits Affiliates until a Change in Control has occurred, then upon the Executive’s QualifyingTermination within two (2) years after a Change in Control, the Executive shall be entitled to thefollowing benefits (“Severance Benefits”), subject to withholding of any federal, state or localtaxes which, in the opinion of counsel for the payor of the Severance Benefits, are required to be withheld, and further subject to Article 5 of thisAgreement:a. Payment in a lump sum in cash, within sixty (60) days of the Executive’s QualifyingTermination, of an amount equal to the Executive’s Base Compensation multiplied by twenty-four(24); andb. Continuation, from the date of the Executive’s Qualifying Termination and continuing duringthe Payment Period, of life, health, accident and disability benefits no less favorable thanthose provided to the Executive under life, health, accident and disability benefit plans andprograms in effect immediately prior to the Change in Control (including, but not limited to,the Interstate Brands Corporation Welfare Benefit Plan), subject to all terms and conditionsof such plans immediately prior to such Change in Control including, but not limited to,provisions regarding the extent and duration of spouse and dependent coverage, and subject topayment of premiums, if any, charged at rates no greater than those paid by active employeesunder the rate structure in effect immediately prior to the Change in Control; and furtherprovided, that such health benefits shall not terminate at the end of the Payment Period butshall continue through the Executive’s sixty-fifth (65th) birthday and, withrespect to the Executive’s spouse and dependents, for such period provided under the aforesaidprovisions regarding the extent and duration of spouse and dependent coverage, and subject topayment of premiums charged at rates no greater than those paid by active employees under therate structure in effect immediately prior to the Change in Control; andc. Immediate and full vesting under the Supplemental Plan, subject only to forfeiture asprovided in Section 3.2 (c)(ii) of the Supplemental Plan, and additional Years of CreditedService (as defined in the Supplemental Plan) equal to the greater of (i) two (2) and (ii) ten(10) minus the number of Years of Credited Service as of the Executive’s QualifyingTermination, provided that in no event shall the Executive’s resulting Years of CreditedService, after adjustment as provided in this Article 4(c), exceed twenty (20).d. During the Payment Period, the Executive may request in writing, and IBC or one of itsAffiliates shall at its expense engage within a reasonable time following such writtenrequest, an outplacement counseling service of national reputation to assist the Executive inobtaining employment. The Executive shall be entitled to outplacement services which arecustomary for someone in the Executive’s position at a cost not to exceed $15,000.
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**Article 5.****Excise Taxes and Gross-Up Payment****:**a. Anything in this Agreement to the contrary notwithstanding, and except as set forth below, inthe event it shall be determined under the provisions of Article 5(b) that any payment ordistribution by IBC, a Buyer, or any Successor or Affiliate of the foregoing (“Payor”), to orfor the benefit of the Executive (whether paid or payable or distributed or distributablepursuant to the terms of this Agreement or otherwise, including without limitation any otherplan, arrangement or agreement with such Payor, and including a determination (i) with regardto the value of any accelerated vesting of stock awards or other forms of compensation, ifsuch vesting occurs as a result of a Change in Control; but (ii) without regard to anyadditional payments required under this Article 5) (a “Payment”) would be subject to theexcise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred bythe Executive with respect to such excise tax (such excise tax, together with any suchinterest and penalties, are hereinafter collectively referred to as the “Excise Tax”), thenthe Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”). ThisGross-Up Payment shall be equal to an amount such that, after payment by the Executive of alltaxes (including any interest or penalties imposed with respect to such taxes), including,without limitation, (i) any income and FICA taxes (and any interest and penalties imposed withrespect thereto) and (ii) Excise Tax imposed upon the Gross-Up Payment, the Executive retainsan amount of the Gross-Up Payment equal to the Excise Tax imposed upon the payments. Theobligation of IBC or one of its Affiliates to make Gross-Up Payments under this Article 5(a)shall not be conditioned upon the Executive’s Qualifying Termination of Employment. Forpurposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed topay federal income taxes at the highest marginal rate of federal income taxation in thecalendar year in which the Gross-Up Payment is to be made, and state and local income taxes atthe highest marginal rate of taxation in either the state and locality of the Executive’splace of employment at the time of the Change in Control or in the state and locality ofresidence at the time or times of payment, as applicable, net of the maximum reduction infederal income taxes that could be obtained from the deduction of the state and local taxes.   Notwithstanding the foregoing provisions of this Article 5(a), if it shall be determinedthat the Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed110 percent of the greatest amount (the “Reduced Amount”) that could be paid to theExecutive such that the receipt of Payments would not give rise to any Excise Tax, then noGross-Up Payment shall be made to the Executive, and the Payments, in the aggregate, shallbe reduced to the Reduced Amount. The reduction of the amounts payable hereunder, ifapplicable, shall be made by first reducing the payments under Article 4(a) hereof, and inany event shall be made in such a manner as to maximize the value of all Payments actuallymade to the Executive. For purposes of reducing the payments to the Reduced Amount, onlyamounts payable under this Agreement (and no other
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  Payments) shall be reduced. If the reduction of amounts payable under this Agreement wouldnot result in the payment of the Reduced Amount, no amounts payable under this Agreementshall be reduced.b. IBC shall provide written notice to the Executive with respect to each Payment promptly afterit occurs, setting forth the nature of such Payment. Subject to the provisions of Article5(c), all determinations required to be made under this Article 5, including whether and whena Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions tobe utilized in arriving at such determination, shall be made by a nationally recognizedcertified public accounting firm as may be designated by the Executive (the “AccountingFirm”). Within 15 days after the Accounting Firm has been notified by the Executive or IBCthat a Payment has occurred, the Accounting Firm shall provide detailed supportingcalculations with respect to such Payment both to IBC and the Executive. All fees andexpenses of the Accounting Firm shall be borne solely by IBC. Any Gross-Up Payment, asdetermined pursuant to this Article 5, shall be paid by IBC or one of its Affiliates to theExecutive within five days of the receipt of the Accounting Firm’s determination. Anydetermination by the Accounting Firm shall be binding upon IBC or its Affiliate and theExecutive. As a result of any uncertainty in the application of Section 4999 of the Code atthe time of the initial determination by the Accounting Firm hereunder, it is possible thatGross-Up Payments which will not have been made by IBC or one of its Affiliates should havebeen made (“Underpayment”), consistent with the calculations required to be made hereunder.In the event that IBC exhausts its remedies pursuant to Article 5(c) and the Executivethereafter is required to make a payment of any Excise Tax, the Accounting Firm shalldetermine the amount of the Underpayment that has occurred and any such Underpayment shall bepromptly paid by IBC or one of its Affiliates to or for the benefit of the Executive.c. The Executive shall notify IBC in writing of any written communication from the InternalRevenue Service or other taxing authority concerning the Gross-Up Payment or other mattersarising under this Agreement. Such notification shall be given as soon as practicable but nolater than ten business days after the Executive receives such written communication and shallapprise IBC of the content of such communication. Failure to give timely notice shall not bedeemed to prejudice the Executive’s rights to Gross-Up Payment and rights of indemnityhereunder. The Executive shall not pay any claim pursuant to such written communication priorto the expiration of the 30-day period following the date on which the Executive gives suchnotice to IBC (or such shorter period ending on the date that any payment of taxes withrespect to such claim is due). If IBC notifies the Executive in writing prior to theexpiration of such period that it desires to contest such claim, the Executive shall (i) giveIBC any information reasonably requested by IBC relating to such claim, (ii) take such actionin connection with contesting such claim as IBC shall reasonably request in writing from timeto time, including, without limitation, accepting legal representation with respect to suchclaim by an attorney reasonably selected by IBC, (iii) cooperate with IBC in good
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  faith in order to effectively contest such claim, and (iv) permit IBC to participate in anyproceedings relating to such claim; provided, however, IBC or one of its Affiliates shallbear and pay directly all costs and expenses (including additional interest and penalties)incurred in connection with such contest and shall indemnify and hold the Executiveharmless, such that after payment by the Executive of any and all income taxes, ExciseTaxes and FICA taxes (including any interest and penalties imposed with respect thereto)(“Taxes”) that may be imposed as a result of such representation and payment of costs andexpenses by IBC or one of its Affiliates, the Executive retains an amount equal to suchTaxes. Without limitation on the foregoing provisions of this Article 5(c), IBC shallcontrol all proceedings taken in connection with such contest and, at its sole option, maypursue or forgo any and all administrative appeals, proceedings, hearings and conferenceswith the taxing authority in respect of such claim and may, at its sole option, eitherdirect the Executive to pay Taxes claimed and sue for a refund or contest the claim in anypermissible manner, and the Executive agrees to prosecute such contest to a determinationbefore any administrative tribunal, in a court of initial jurisdiction and in one or moreappellate courts, as IBC shall determine; provided, however, that if IBC directs theExecutive to pay such claim and sue for a refund, IBC or one of its Affiliates shalladvance the amount of such payment to the Executive, on an interest-free basis, and shallindemnify and hold the Executive harmless such that, after payment by the Executive ofTaxes imposed with respect to such advance or with respect to any imputed income withrespect to such advance, the Executive retains an amount equal to such Taxes. Furthermore,IBC’s control of the contest shall be limited to issues with respect to which a Gross-UpPayment would be payable hereunder and the Executive shall be entitled to settle orcontest, as the case may be, any other issue raised by the Internal Revenue Service or anyother taxing authority unrelated to the subject matter of this Agreement.d. If, after the receipt by the Executive of an amount advanced by IBC or one of its Affiliatespursuant to Article 5(c), the Executive becomes entitled to receive any refund with respect tosuch claim, the Executive shall (subject to IBC’s complying with the requirements of Article5(c)) promptly pay to IBC or its Affiliate the amount of such refund (together with anyinterest paid or credited thereon after Taxes applicable thereto). If, after the receipt bythe Executive of an amount advanced by IBC or one of its Affiliates pursuant to Article 5(c),a determination is made that the Executive shall not be entitled to any refund with respect tosuch claim and IBC does not notify the Executive in writing of its intent to contest suchdenial of refund prior to the expiration of 30 days after such determination, then suchadvance shall be deemed to be a part of the Gross-Up Payment and shall not be required to berepaid.**Article 6.****Designated Beneficiary****:**The Executive, by notice in accordance with Article 12hereof, may designate a beneficiary or contingent beneficiaries to receive the Severance Benefitsdescribed in Article 4 and the Gross-Up Payment described in Article 5 in the event of theExecutive’s death following the Executive’s Qualifying Termination
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but prior to payment in full of said Severance Benefits and/or Gross-up Payments by IBC, one of itsAffiliates, or their Successor or assigns. The Executive may, from time to time, revoke or changeany such designation of beneficiary. Any designation of beneficiary made pursuant to thisAgreement shall be controlling over any other designation made by the Executive, testamentary orotherwise; provided, that if IBC or one of its Affiliates shall be in doubt as to the right of abeneficiary to receive payments, it may determine in its sole discretion to pay such amounts to thelegal representative of the Executive’s estate.**Article 7.****Early Separation****:**In the event that, prior to a Change in Control, theExecutive executes a separation agreement with IBC or any of its Affiliates during the term of thisAgreement which, by its terms, specifically addresses issues related to the Executive’s terminationof employment and benefits to be paid upon such termination, all of the Executive’s rights, claimsand entitlements under this Agreement shall terminate even if, under the terms of such separationagreement, the Executive remains employed by IBC or one of its Affiliates for a period of timeafter execution of such separation agreement.**Article 8.****Restrictions****:**The Executive agrees, as a condition of receiving the SeveranceBenefits described under Article 4 or the Gross-Up Payment described under Article 5, that duringthe Payment Period the Executive will not, as an individual or as a partner, employee, agent,advisor, consultant or in any other capacity of or to any person, firm, corporation or other entity(excluding IBC, a Buyer, or a Successor or Affiliate of the foregoing), directly or indirectly,other than as a 2% or less shareholder of a publicly traded corporation, do any of the following:a. carry on any business, or become involved in any business activity, which is competitive withthe business conducted by IBC or an Affiliate immediately prior to a Change in Control; orb. induce or attempt to induce, or assist anyone else to induce or attempt to induce, anycustomer of IBC or any Affiliate to discontinue its business with IBC or any Affiliate ordisclose to anyone else any confidential information relating to the identities, preferences,and/or requirements of any such customer.     The Executive agrees (i) that the restraints contained in this Article 8, both separately andin total, are reasonable in view of the legitimate interests of IBC in protecting its, and itsAffiliates’, trade secret information and business relationships; and (ii) to disclose to anypotential future employer during the Payment Period, the terms of the restrictions againstcompetition contained in this Article 8. The requirement of this Article 8 will be waived by IBCin the event the Executive (i) does not receive any of the Severance Benefits described underArticle 4 or the Gross-Up Payment described under Article 5 and (ii) voluntarily disclaims, inwriting, all of his or her rights to receive any such Severance Benefits or Gross-Up Paymentpursuant to the terms of this Agreement and any other severance payments and benefits in connectionwith the Executive’s Qualifying Termination.
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     If any provision or subpart of this Article 8 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 Article 8 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 Article 8, IBC (i) shall have no further liability for any ofthe Severance Benefits described in Article 4 and the Gross-Up Payment described in Article 5 thathave not been paid as of the date of the breach, or (ii) shall be entitled, in addition to anyother legal or equitable remedies it may have, to temporary, preliminary and permanent injunctiverelief restraining such breach.**Article 9.****Successors and Assigns****:**This Agreement shall inure to the benefit of, and bebinding upon, IBC, its Affiliates and their Successors. IBC and its Affiliates may not assign thisAgreement without the Executive’s prior written consent. IBC and its Affiliates will require anyPerson to which it assigns this Agreement to assume expressly the Agreement and agree to performthis Agreement in the same manner and to the same extent that IBC and its Affiliates would berequired to perform it if no such assignment had taken place. No assignment of this Agreementshall relieve IBC or its Affiliates from liability for any of its obligations hereunder, and in theevent of any such assignment, IBC, its Affiliates or their Successor shall continue to remainprimarily liable for payment of the Severance Benefits described in Article 4 and the Gross-UpPayment in Article 5 and for the performance and observance of the agreements provided herein to beperformed and observed by IBC and its Affiliates. The Executive shall have no right to transfer orassign the right to receive any Severance Benefits under Article 4 and the Gross-Up Payment underArticle 5 of this Agreement, except as permitted under Article 6.**Article 10.****Costs****:**Irrespective of the success of the Executive’s claim, IBC or one ofits Affiliates will reimburse the Executive, or the legal representative of the Executive’s estate,for reasonable attorney’s fees and costs in the event that the Executive brings legal action toenforce payment by IBC, its Affiliates or assigns, or any Successors to any of the foregoing, ofthe Severance Benefits described in Article 4 and the Gross-Up Payment under Article 5 (plusinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code on paymentsof such Severance Benefits and the Gross-Up Payment due but not timely made).**Article 11.****Term of Agreement****:**This Agreement shall expire upon the earliest of thefollowing to occur:a. five (5) years from its effective date, unless extended by the Board of Directors on orbefore such expiration date;
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b. if a determination of the Executive’s Disability is made before a Change in Control whilethis Agreement is in effect, the day following such determination; orc. if the Executive ceases to be employed with IBC and any of its Affiliates prior to a Changein Control, the last day of such employment; provided that, if the Executive and IBC or one ofits Affiliates enters into a separation agreement as described in Article 7 while thisAgreement is in effect, the effective date of such separation agreement.After the expiration of this Agreement, the Executive shall have no rights to any SeveranceBenefits described in Article 4 and the Gross-Up Payment described in Article 5; provided, however,if a Change in Control occurs prior to the expiration of this Agreement, then the Executive shallbe entitled to the Gross-Up Payment described in Article 5 and, upon a subsequent QualifyingTermination, Severance Benefits described in Article 4, and the term of this Agreement shall beextended until the latest to occur of the following: (a) the expiration of the Payment Period; (b)the date of the final Gross-Up Payment due under Article 5; or (c) the expiration of the period forwhich health benefits are to be provided under Article 4(b).**Article 12.****Notice****:**Any notice or other communication required or permitted hereunder isdeemed delivered when delivered in person; on the next business day when sent by an overnightdelivery service; or on the third business day when sent by U.S. mail service, as follows:   **To IBC:** Corporate Secretary  Interstate Bakeries Corporation  12 East Armour Boulevard  Kansas City, MO 64111   **To the Executive:** Ronald B. Hutchison  Interstate Bakeries Corporation  12 East Armour Boulevard  Kansas City, MO 64111**Article 13.****Venue****: ANY ACTION OR LEGAL PROCEEDING TO ENFORCE PAYMENT OF SEVERANCEBENEFITS DESCRIBED IN ARTICLE 4 OR COMPLIANCE WITH THE COVENANTS CONTAINED IN ARTICLES 5 OR 8 OFTHIS AGREEMENT SHALL BE BROUGHT IN A FEDERAL OR STATE COURT LOCATED WITHIN THE WESTERN DISTRICT OFMISSOURI, AND THE PARTIES TO THIS AGREEMENT CONSENT TO THE JURISDICTION AND VENUE OF SUCH COURT.**
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**Article 14.****Missouri Law to Govern****:**This Agreement shall be governed by the laws of theState of Missouri without regard to its conflict of laws provisions.**Article 15.****Entire Agreement****:**This Agreement, constitutes the entire understanding betweenthe parties hereto with respect to the subject matter hereof, and supersedes and replaces anyprevious management continuity agreement or any employment contract (oral or written) between IBCor any of its Affiliates and the Executive relating to (i) a Qualifying Termination and (ii)Gross-Up Payments. Upon the execution of this Agreement, all parties agree that any prior agreement(other than stock option or equity award agreements) or employment contract covering severancepayments (or other severance-type payments) shall be considered null and void and of no furthereffect in the event of a Qualifying Termination or with respect to IBC’s or an Affiliates’obligation to make Gross-Up Payments.**IN WITNESS WHEREOF**, IBC and the Executive have executed this Agreement effective as of the13th day of July, 2004.       **ATTEST:**   **INTERSTATE BAKERIES**      **CORPORATION**         /s/ Linda L. Thompson   /s/ James R. Elsesser         Linda L. Thompson   James R. Elsesser  Assistant Secretary   Chief Executive Officer         **WITNESS:**             /s/ Dorothy J. Schreiber   /s/ Ronald B. Hutchison             Ronald B. Hutchison  
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