Exhibit 10.23


     

    Exhibit
      10.23

    
 

    
      EMPLOYMENT
        AGREEMENT
        dated as
        of November 22, 1999, between BERRY
        PLASTICS CORPORATION,
        a
        Delaware corporation (the "Corporation"), and GLENN
        ADAM UNFRIED
        (the
        "Employee"). 

       

      The
        Employee is an employee of the Corporation and as such has substantial
        experience that has value to the Corporation. The Corporation desires to
        employ
        the Employee, and the Employee desires to accept such employment, on the
        terms
        and subject to the conditions hereinafter set forth. 

       

      NOW,
        THEREFORE,
        in
        consideration of the premises and of the mutual covenants and obligations
        hereinafter set forth, the parties hereto agree as follows: 

       

      1.  Employment;
        Effectiveness of Agreement.
        Effective as of the date hereof (such date, the "Commencement Date," for
        all
        purposes hereof), the Corporation shall employ the Employee, and the Employee
        shall accept employment by the Corporation, upon the terms and conditions
        hereinafter set forth. 

       

      2.  Term.
        Subject
        to earlier termination as provided herein, the employment of the Employee
        hereunder shall commence on the Commencement Date and terminate on November
        22,
        2004. Such period of employment is hereinafter referred to as the "Employment
        Period."

       

      3.  Duties.
        During
        the Employment Period, the Employee shall be initially employed by the
        Corporation as Regional Sales Manager, and shall perform such duties and
        services consistent with such position as may reasonably be assigned to the
        Employee by the officers of the Corporation or their designees. 

       

      4.  Time
        to be Devoted to Employment.
        Except
        for vacation, absences due to temporary illness and absences resulting from
        causes set forth in Section 6, the Employee shall devote the Employee's business
        time, attention and energies on a full-time basis to the performance of the
        duties and responsibilities referred to in Section 3. The Employee shall
        not
        during the Employment Period be engaged in any other business activity which,
        in
        the reasonable judgment of the officers of the Corporation, would conflict
        with
        the ability of the Employee to perform his or her duties under this Agreement,
        whether or not such activity is pursued for gain, profit or other pecuniary
        advantage. 

       

      5.  Compensation;
        Benefits; Reimbursement.
        

       

      (a)  Base
        Salary.
        During
        the Employment Period, the Corporation shall pay to the Employee an annual
        base
        salary of $58,822.32, which shall be subject to review and, at the option
        of
        persons having authority regarding such matters at the Corporation, subject
        to
        increase (such salary, as the same may be adjusted from time to time as
        aforesaid, being referred to herein as the "Base Salary"). The Base Salary
        shall
        be payable in such installments (but not less frequent than monthly) as is
        the
        policy of the Corporation with respect to employees of the Corporation at
        substantially the same level of employment as the Employee. 

       

      (b)  Bonus.
        During
        the Employment Period, the Employee shall be entitled to participate in all
        bonus and incentive programs of the Corporation (the "Programs") generally
        available from time to time to employees of the Corporation at substantially
        the
        same level of employment as the Employee, such participation to be in
        substantially the same manner as the participation therein by such employees.
        

       

      (c)  Benefits.
        During
        the Employment Period, the Employee shall be entitled to such benefits (together
        with the Programs, the "Benefit Arrangements") as are generally made available
        from time to time to other employees of the Corporation at substantially
        the
        same level of employment as the Employee. 

       

      (d)  Reimbursement
        of Expenses.
        During
        the Employment Period, the Corporation shall reimburse the Employee, in
        accordance with the policies and practices of the Corporation in effect from
        time to time with respect to other employees of the Corporation at substantially
        the same level of employment as the Employee, for all reasonable and necessary
        traveling expenses and other disbursements incurred by him or her for or
        on
        behalf of the Corporation in connection with the performance of his or her
        duties hereunder upon presentation by the Employee to the Corporation of
        appropriate documentation therefor. 

       

      (e)  Deductions.
        The
        Corporation shall deduct from any payments to be made by it to the Employee
        under this Section 5 or Section 8 any amounts required to be withheld in
        respect
        of any Federal, state or local income or other taxes. 

       

      6.  Disability
        or Death of the Employee.
        

       

      (a)  If,
        during the Employment Period, the Employee is incapacitated or disabled by
        accident, sickness or otherwise (hereinafter, a "Disability") so as to render
        the Employee mentally or physically incapable of performing the services
        required to be performed under this Agreement for 90 days in any period of
        360
        consecutive days, the Corporation may, at any time thereafter, at its option,
        terminate the employment of the Employee under this Agreement immediately
        upon
        giving the Employee notice to that effect, it being understood that upon
        such
        termination the Employee shall be eligible for the disability benefits provided
        by the Corporation. 

       

      (b)  If
        the
        Employee dies during the Employment Period, the Termination Date (as defined
        below) shall be deemed to be the date of the Employee's death. 

       

      7.  Termination.
        

       

      (a)  The
        Corporation may terminate the employment of the Employee and all of the
        Corporation's obligations under this Agreement (except as hereinafter provided)
        at any time for "cause" by giving the Employee notice of such termination,
        with
        reasonable specificity of the grounds therefor. For the purposes of this
        Section
        7, "cause" shall mean (i) willful misconduct with respect to the business
        and
        affairs of the Corporation or any subsidiary or affiliate thereof,
        insubordination or willful neglect of duties (other than neglect due solely
        to
        the Employee's illness or other involuntary mental or physical disability),
        including the Employee's violation of any material Corporation policy, (ii)
        material breach of any of the provisions of this Agreement or (iii) conviction
        for a crime involving moral turpitude or fraud. A termination pursuant to
        this
        Section 7(a) shall take effect immediately upon the giving of the notice
        contemplated hereby. 

       

      (b)  The
        Corporation may terminate the employment of the Employee and all of the
        Corporation's obligations under this Agreement (except as hereinafter provided)
        at any time during the Employment Period without "cause" by giving the Employee
        written notice of such termination, to be effective 30 days following the
        giving
        of such written notice. 

       

      (c)  The
        Employee may terminate the employment of the Employee hereunder at any time
        during the Employment Period by giving the Corporation at least 30 days'
        prior
        written notice of such termination, such termination to be effective on the
        date
        specified in such notice, whereupon all of the Corporation's obligations
        hereunder shall terminate (except as hereinafter provided). For convenience
        of
        reference, the date upon which any termination of the employment of the Employee
        pursuant to Section 6 or 7 hereof shall be effective shall be hereinafter
        referred to as the "Termination Date."

       

      8.  Effect
        of Termination of Employment.
        

       

      (a)  Upon
        the
        effective date of termination of the Employee's employment pursuant to Section
        6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's
        beneficiaries or estate shall have any further rights under this Agreement
        or
        any claims against the Corporation arising out of this Agreement, except
        the
        right to receive, within 30 days of the Termination Date: 

       

      (i)  the
        unpaid portion of the Base Salary provided for in Section 5(a), computed
        on a
pro rata
        basis to
        the Termination Date; 

       

      (ii)  reimbursement
        for any expenses for which the Employee shall not have theretofore been
        reimbursed, as provided in Section 5(d); and

       

      (iii)  the
        unpaid portion of any amounts earned by the Employee prior to the Termination
        Date pursuant to any Benefit Arrangement; provided,
        however,
        unless
        specifically provided otherwise in this Section 8, the Employee shall not
        be
        entitled to receive any benefits under a Benefit Arrangement that have accrued
        during a fiscal year if the terms of such Benefit Arrangement require that
        the
        beneficiary be employed by the Corporation as of the end of such fiscal year.
        

       

      (b)  Upon
        the
        termination of the Employee's employment pursuant to Section 7(b), neither
        the
        Employee nor the Employee's beneficiaries or estate shall have any further
        rights under this Agreement or any claims against the Corporation arising
        out of
        this Agreement, except the right to receive: 

       

      (i)  the
        unpaid portion of the Base Salary, computed on a pro rata
        basis,
        for the period from the Commencement Date until the first anniversary of
        the
        Termination Date, payable in such installments as the Base Salary was paid
        prior
        to the Termination Date; and

       

      (ii)  the
        payments, if any, referred to in Sections 8(a)(ii) and (iii). 

       

      (c)  The
        Employee's obligations under Sections 9, 10 and 11 of this Agreement, and
        the
        Corporation's obligations under this Section 8, shall survive the termination
        of
        this Agreement and the termination of the Employee's employment hereunder.
        

       

      9.  Disclosure
        of Information.
        

       

      (a)  From
        and
        after the date hereof, the Employee shall not use or disclose to any person,
        firm, corporation or other business entity (other than any officer, director,
        employee, affiliate or representative of the Corporation), except as required
        in
        connection with the performance of the Employee's duties under and in compliance
        with the terms of this Agreement and as required by law or judicial process,
        any
        Confidential Information (as hereinafter defined) for any reason or purpose
        whatsoever, nor shall the Employee make use of any of the Confidential
        Information for the Employee's purposes or for the benefit of any person
        or
        entity except the Corporation or any subsidiary thereof. 

       

      (b)  For
        purposes of this Agreement, "Confidential Information" shall mean (i) the
        Intellectual Property Rights (as hereinafter defined) of the Corporation
        and its
        subsidiaries and (ii) all other information of a proprietary nature relating
        to
        the Corporation or any subsidiary thereof, or the business or assets of the
        Corporation or any such subsidiary, including, without limitation, books,
        records, customer and registered user lists, vendor lists, supplier lists,
        distribution channels, pricing information, cost information, marketing plans,
        strategies, forecasts, financial statements, budgets and projections, other
        than
        information which is generally within the public domain at the time of the
        receipt thereof by the Employee or at the time of use or disclosure of such
        Confidential Information by the Employee other than as a result of the breach
        by
        the Employee of the Employee's agreement hereunder. 

       

      (c)  As
        used
        herein, the term "Intellectual Property Rights" means all industrial and
        intellectual property rights, including, without limitation, patents, patent
        applications, patent rights, trademarks, trademark applications, trade names,
        service marks, service mark applications, copyrights, copyright applications,
        know-how, certificates of public convenience and necessity, franchises,
        licenses, trade secrets, proprietary processes and formulae, inventions,
        development tools, marketing materials, trade dress, logos and designs and
        all
        documentation and media constituting, describing or relating to the above,
        including, without limitation, manuals, memoranda and records. 

       

      10.  Restrictive
        Covenants.
        

       

      (a)  The
        Employee acknowledges and recognizes that during the Employment Period he
        will
        be privy to Confidential Information and further acknowledges and recognizes
        that the Corporation would find it extremely difficult to replace the Employee.
        Accordingly, in consideration of the premises contained herein and the
        consideration to be received by the Employee hereunder (including, without
        limitation, the severance compensation described in Section 8(b)(i), if any),
        without the prior written consent of the Corporation, the Employee shall
        not, at
        any time during the employer/employee relationship between the Corporation
        and
        the Employee and for the one-year period after the termination of such
        employer/employee relationship, (i) directly or indirectly engage in, represent
        in any way, or be connected with, any Competing Business directly competing
        with
        the business of the Corporation or any direct or indirect subsidiary or
        affiliate thereof within the state in which the Employee is employed or any
        other state of the United States or any country other than the United States
        in
        which the Corporation is doing business, whether such engagement shall be
        as an
        officer, director, owner, employee, partner, affiliate or other participant
        in
        any Competing Business, (ii) assist others in engaging in any Competing Business
        in the manner described in clause (i) above, (iii) induce other employees
        of the
        Corporation or any direct or indirect subsidiary or affiliate thereof to
        terminate their employment with the Corporation or any such direct or indirect
        subsidiary or affiliate or to engage in any Competing Business or (iv) induce
        any entity or person with which the Corporation or any direct or indirect
        subsidiary or any affiliate thereof has a business relationship to terminate
        or
        alter such business relationship. As used herein, "Competing Business" shall
        mean any business involving the sale of products in any city or county in
        any
        state of the United States if such business or the products sold by it are
        competitive, directly or indirectly, at the time of the Termination of
        Employment with (A) the business of the Corporation or any direct or indirect
        subsidiary thereof, (B) any of the products manufactured, sold or distributed
        by
        the Corporation or any direct or indirect subsidiary thereof or (C) any products
        or business being developed or conducted by the Corporation or any direct
        or
        indirect subsidiary thereof. 

       

      (b)  The
        Employee understands that the foregoing restrictions may limit his ability
        to
        earn a livelihood in a business similar to the business of the Corporation
        or
        any subsidiary or affiliate thereof, but he or she nevertheless believes
        that he
        or she has received and will receive sufficient consideration and other benefits
        as an employee of the Corporation and as otherwise provided hereunder to
        justify
        clearly such restrictions which, in any event (given his education, skills
        and
        ability), the Employee does not believe would prevent him or her from earning
        a
        living. 

       

      11.  Right
        to Inventions.
        The
        Employee shall promptly disclose, grant and assign to the Corporation for
        its
        sole use and benefit any and all inventions, improvements, technical information
        and suggestions reasonably relating to the business of the Corporation or
        any
        subsidiary or affiliate thereof (collectively, the "Inventions") which the
        Employee may develop or acquire during the period of the employer/employee
        relationship between the Corporation and the Employee (whether or not during
        usual working hours), together with all patent applications, letters patent,
        copyrights and reissues thereof that may at any time be granted for or upon
        the
        Inventions. In connection therewith: 

       

      (a)  the
        Employee recognizes and agrees that the Inventions shall be the sole property
        of
        the Corporation, and the Corporation shall be the sole owner of all patent
        applications, letters patent, copyrights and reissues thereof that may at
        any
        time be granted for or on the Inventions; 

       

      (b)  the
        Employee hereby assigns to the Corporation any rights the Employee may have
        in
        or acquire to the Inventions; 

       

      (c)  the
        Employee shall, at the expense of the Corporation, promptly execute and deliver
        such applications, assignments, descriptions and other instruments as may
        be
        necessary or proper in the opinion of the Corporation to vest title to the
        Inventions and any patent applications, patents, copyrights, reissues or
        other
        proprietary rights related thereto in the Corporation and to enable it to
        obtain
        and maintain the entire right and title thereto throughout the world;


       

      (d)  the
        Employee recognizes and agrees that the Inventions to the extent copyrightable
        shall constitute works for hire under the copyright laws of the United States;
        and

       

      (e)  the
        Employee shall render to the Corporation, at its expense, all such assistance
        as
        it may require in the prosecution of applications for said patents, copyrights,
        reissues or other proprietary rights, in the prosecution or defense of
        interferences which may be declared involving any said applications, patents,
        copyrights or other proprietary rights and in any litigation in which the
        Corporation may be involved relating to the Inventions. 

       

      12.  Miscellaneous
        Provisions.
        

       

      (a)  Entire
        Agreement; Amendments.
        This
        Agreement and the other agreements referred to herein contain the entire
        agreement between the parties hereto with respect to the transactions
        contemplated hereby and supersede all prior agreements or understandings
        between
        the parties with respect thereto. This Agreement shall not be altered or
        otherwise amended except pursuant to an instrument in writing signed by each
        of
        the parties hereto. 

       

      (b)  Descriptive
        Headings.
        Descriptive headings are for convenience only and shall not control or affect
        the meaning or construction of any provisions of this Agreement. 

       

      (c)  Notices.
        All
        notices or other communications pursuant to this Agreement shall be in writing
        and shall be deemed to be sufficient if delivered personally, telecopied,
        sent
        by nationally-recognized, overnight courier or mailed by registered or certified
        mail (return receipt requested), postage prepaid, to the parties at the
        following addresses (or at such other address for a party as shall be specified
        by like notice): 

       

      
        (i)  if
          to the
          Corporation, to: 

         

        Berry
          Plastics Corporation

        101
          Oakley Street

        P.O.
          Box
          959

        Evansville,
          Indiana 47706

        Attention:
          Martin R. Imbler

        Telecopier:
          (812) 421-9604; 

        


        with
          a
          copy to:

        


        O’Sullivan
          Graev & Karabell, LLP

        30
          Rockefeller Plaza

        New
          York,
          New York 10112

        Attention:
          Michael J. O’Brien, Esq.

        Telecopier:
          (212) 408-2420; and

        


        (ii)  if
          to the
          Employee, to him or her at:

         

        Glenn
          Adam Unfried

        900
          N.
          Lake Shore Drive #1102

        Chicago,
          Illinois 60611

         

      

      All
        such
        notices and other communications shall be deemed to have been delivered and
        received (A) in the case of personal delivery, on the date of such delivery,
        (B)
        in the case of delivery by telecopy, on the date of such delivery, (C) in
        the
        case of delivery by nationally-recognized, overnight courier, on the Business
        Day following dispatch, and (D) in the case of mailing, on the third Business
        Day following such mailing. As used herein, "Business Day" shall mean any
        day
        that is not a Saturday, Sunday or a day on which banking institutions in
        New
        York, New York are not required to be open. 

       

      (d)  Counterparts.
        This
        Agreement may be executed in any number of counterparts, and each such
        counterpart shall be deemed to be an original instrument, but all such
        counterparts together shall constitute but one agreement. 

       

      (e)  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of
        Indiana applicable to contracts made and performed wholly therein. 

       

      (f)  Benefits
        of Agreement; Assignment.
        The
        terms and provisions of this Agreement shall be binding upon and inure to
        the
        benefit of the parties hereto and their respective successors, assigns,
        representatives, heirs and estate, as applicable. Anything contained herein
        to
        the contrary notwithstanding, this Agreement shall not be assignable by any
        party hereto without the consent of the other party hereto. 

       

      (g)  Waiver
        of Breach.
        The
        waiver by either party of a breach of any provision of this Agreement by
        the
        other party must be in writing and shall not operate or be construed as a
        waiver
        of any subsequent breach by such other party. 

       

      (h)  Severability.
        In the
        event that any provision of this Agreement is determined to be partially
        or
        wholly invalid, illegal or unenforceable in any jurisdiction, then such
        provision shall, as to such jurisdiction, be modified or restricted to the
        extent necessary to make such provision valid, binding and enforceable, or
        if
        such provision cannot be modified or restricted, then such provision shall,
        as
        to such jurisdiction, be deemed to be excised from this Agreement; provided,
        however,
        that
        the binding effect and enforceability of the remaining provisions of this
        Agreement, to the extent the economic benefits conferred upon the parties
        by
        virtue of this Agreement remain substantially unimpaired, shall not be affected
        or impaired in any manner, and any such invalidity, illegality or
        unenforceability with respect to such provisions shall not invalidate or
        render
        unenforceable such provision in any other jurisdiction. 

       

      (i)  Remedies.
        All
        remedies hereunder are cumulative, are in addition to any other remedies
        provided for by law and may, to the extent permitted by law, be exercised
        concurrently or separately, and the exercise of any one remedy shall not
        be
        deemed to be an election of such remedy or to preclude the exercise of any
        other
        remedy. The Employee acknowledges that in the event of a breach of any of
        the
        Employee's covenants contained in Sections 9, 10 or 11, the Corporation shall
        be
        entitled to immediate relief enjoining such violations in any court or before
        any judicial body having jurisdiction over such a claim. 

       

      (j)  Survival.
        Sections 8 through 11, this Section 12 and the defined terms used in any
        section
        referred to in this Section 12(j), shall survive the termination of the
        Employee's employment on the Termination Date and the expiration of this
        Agreement. 

       

      *
        * * *


      
        
          
            Employment
              Agreement

            __________________

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      IN
        WITNESS WHEREOF,
        the
        parties have duly executed this Employment Agreement as of the date first
        above
        written. 

       

      BERRY
        PLASTICS CORPORATION

      


      


      


      By: 
        /s/ James M. Kratochvil

      James
        M.
        Kratochvil

      Executive
        Vice President

      
        	 	 	
                Chief
                  Financial Officer, Treasurer

              


      

      
        	 	 	
                and
                  Secretary

              


      

      


      


      /s/
        Glenn
        Adam Unfried

      Glenn
        Adam Unfried