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                                                                    EXHIBIT 10.1

                                 AGRILINK FOODS
                            EXCELLENCE IN PERFORMANCE
                         A MANAGEMENT INCENTIVE PROGRAM

                                   FISCAL 2003

Agrilink  Foods  EXCELLENCE IN  PERFORMANCE  management  incentive  program is a
discretionary annual cash bonus program.  This program is an important component
of compensation. When combined with base salary, it creates a total compensation
opportunity  that, when business goals are achieved,  is competitive  within the
food  industry,  and,  when those goals are exceeded,  provides an  above-market
compensation opportunity.

The objective of the program is to align key managers' financial objectives with
those of Agrilink  owners.  It is designed to motivate  managers to perform in a
way that will optimize Agrilink  earnings,  and to effectively  manage cash flow
and reduce company debt. The Plan recognizes the impact key managers can have on
the achievement of Agrilink business goals by rewarding those achievements.

PARTICIPATION

Participation  is limited to a group of key managers  selected by the  executive
committee and approved by the board of directors. Participation of key positions
will be  determined  based on  average  bonus  participation  levels of  similar
positions  in other  companies  with which we compete,  as well each  position's
direct impact on the bottom line results.  Participation will be determined each
year, and  participation in one year does not guarantee  participation in future
years.

TARGETED INCENTIVE AWARDS

Individual target incentive awards are established solely to create an incentive
pool. Each  participating  manager's targeted bonus award, or bonus opportunity,
is based on competitive  bonuses paid at other food companies  which are similar
in size to Agrilink  Foods and is expressed as a percentage  of base salary paid
during the fiscal year. The sum of these individual  targeted bonuses represents
the company's targeted bonus pool.

VICE PRESIDENT,  DIRECTOR OR FACILITY  MANAGERS-  Targeted bonus percentages for
salaried  exempt  employees at a vice  president,  director or facility  manager
level are  determined  according to a sliding scale (which has not changed since
last year).

ALL OTHER  MANAGERS- All other managers  selected to participate in this program
have a targeted  bonus  percentage  of 10% of base salary paid during the fiscal
year.




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TARGETED BONUS POOL

The sum of all participants'  individual  targeted bonus opportunity creates the
overall bonus pool.

FISCAL 2003 PERFORMANCE TARGETS

The performance  targets for Agrilink are  established  annually by the Agrilink
Foods Executive  Committee and the Agrilink Board of Directors.  In Fiscal 2003,
the  performance  targets are Agrilink Foods Earnings  before  Interest,  Taxes,
Depreciation and Amortization (EBITDA)  pre-incentives,  Net Debt Reduction, and
other  criteria  determined  at the Board of Directors'  discretion.  Fifty-five
percent  (55%)  of the  bonus  pool  will be  based  on  EBITDA  pre-incentives.
Thirty-five percent (35%) of the bonus pool will be based on Net Debt Reduction.
The  remaining  ten  percent  (10%)  of the  bonus  pool  will be based on board
discretion.  The  performance  targets and this  program  overall are subject to
change each year to insure they are  consistent  with Agrilink  annual  business
objectives and strategic direction.  Adjustments to either EBITDA or to Net Debt
Reduction  may be made at the full  discretion  of the  Board of  Directors.  In
addition, 10% of the bonus pool is at the Board of Director's full discretion.

INCENTIVE PAYMENTS

Each  year,  the  Agrilink  Foods   Management   Executive   Committee  and  the
Compensation  Committee of the Board of Directors  will review the annual profit
plan  and  will  establish  the  appropriate   potential  bonus  payment  levels
associated  with  incremental  changes  in  Agrilink  Foods  EBITDA and Net Debt
Reduction.  Generally,  performance targets of greater difficulty will result in
the potential  for higher bonus awards,  when those targets are met or exceeded.
Should actual results fall below the minimum target levels  established  for the
year, no incentive awards will be paid.

In Fiscal 2003 a threshold of Reported EBITDA has been established.  Fiscal 2003
bonus  payments are incumbent  upon  Agrilink  achieving  this  Reported  EBITDA
threshold  level. If the company does not achieve this Reported EBITDA threshold
level,  then no  incentive  awards  will  be  paid,  regardless  of  company  or
individual performance.

INDIVIDUAL  AWARDS ARE  DISCRETIONARY  AND WILL BE DETERMINED BY THE  MANAGEMENT
EXECUTIVE COMMITTEE MEMBER BASED ON THE ASSOCIATE'S INDIVIDUAL PERFORMANCE, WITH
FINAL APPROVAL OF THE AGRILINK CEO. Therefore, favorable performance of Agrilink
as a whole does not guarantee an award to any individual participant;  rather it
represents bonus opportunity.  Participants' individual targeted awards are used
solely  to  create  the  overall  target  incentive  pool.   Agrilink   earnings
performance against pre-established targets will either increase or decrease the
incentive  pool.  The  allocation to each  individual of this  incentive pool is
totally  discretionary,   based  on  individual  performance.   Any  participant
receiving a performance rating of 'Below Expectations' will be ineligible for an
annual




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incentive  award.  The  Compensation  Committee of the Board of  Directors  must
approve all bonus payments before they are paid.

PAYMENT OF AWARDS

Individual  incentive  awards  will be paid via  payroll on the  September  15th
following each fiscal year end. ("Highly compensated employees" have the ability
to defer all or a portion of their  annual bonus into the  Non-qualified  401(k)
Plan.) The  payments  are  subject to the  appropriate  income and  payroll  tax
withholding, 401(k) deductions, and court-ordered garnishments.  Deferred awards
are subject to FICA withholding in the year they are earned.

IN ORDER TO  RECEIVE  AN  AWARD,  AN  INDIVIDUAL  MUST BE AN  ACTIVELY  EMPLOYED
ASSOCIATE OF THE COMPANY AND ON THE ACTIVE PAYROLL ON THE SEPTEMBER 15TH PAYMENT
DATE.  Exceptions to this are for  retirement,  disability  or death,  which MAY
occasion  pro-rata  payments,  based upon actual salary earned during the fiscal
year. Any other exceptions are to be made only with the approval of the Agrilink
CEO.

FUTURE OF THE PROGRAM

This  program is reviewed  annually by the company and its board of directors to
insure that it is consistent with the company's business objectives. The company
reserves  the  right  to  amend  or  terminate  this  Plan at any  time,  at its
discretion.