Exhibit 10.21


     

    Exhibit
      10.21

    
 

    EMPLOYMENT
      AGREEMENT
      dated as
      of October 4, 1996, between BERRY
      PLASTICS CORPORATION,
      a
      Delaware corporation (the "Corporation"), and RANDALL
      J. HOBSON (the
      "Employee"). 

     

    The
      Employee is an officer 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 June 30,
      2001. 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 Eastern Regional 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 $63,311, 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 increased 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, (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 or any country other than 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, (B) any of the products manufactured, sold or distributed by the
      Corporation or (C) any products or business being developed or conducted by
      the
      Corporation. 

     

    (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:
        Lawrence G. Graev, Esq.

      Telecopier:
        (212) 408-2420; and

       

    

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

     

    Randall
      J. Hobson

    1455
      Lincoln Parkway

    Atlanta,
      GA 30346

    


    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/
      MR
      Imbler 

    Martin
      R.
      Imbler

    President

    


    


    /s/
      Randall J. Hobson

    Randall
      J. Hobson