Exhibit 10.2


 






 


Confidential


 


November 15, 2020


 


Mr. Kenneth G. Romanzi


[Address Redacted]


 


Re:           Separation Agreement
and General Release


 


Dear Ken:


 


 


Consistent with our discussions concerning the terms of your
separation, this letter constitutes an agreement between you and B&G Foods, Inc. (“B&G Foods”),
on behalf of itself and its subsidiaries (collectively with B&G Foods, the “Company”), setting forth all
terms of your separation from the Company. You are encouraged to read this letter agreement carefully and make certain that you
understand and agree with it before you sign it. You may consider for twenty-one (21) days whether you wish to sign this letter
agreement. You are encouraged to review this letter agreement with your attorney.


 


By signing this letter agreement, and not revoking it, you agree
as follows:


 


		1.	Separation Date. It is understood that (i) today is your last day of active employment (i.e., the last day on which
you will be expected or permitted to report to work, perform any duties and carry out any assigned tasks) (the “Separation
Date”) and, effective as of today, you hereby resign from your position as President and Chief Executive Officer and
as a member of the Board of Directors of the Company, and from all positions, including directorships, you hold with B&G Foods’
subsidiaries, and (ii) your payroll termination date (i.e., the last working day for which you will be paid your annual base
salary) will be January 11, 2021 (the “Payroll Termination Date”). You hereby confirm that your separation
from the Company is not the result of any disagreement relating to the Company’s operations, policies or practices.



 


		2.	Treatment Under Employment Agreement and Long-Term Incentive Agreements. Your separation from the Company shall be treated
(i) as a termination without cause pursuant to Section 8(a) of the Amended and Restated Employment Agreement, dated
as of February 26, 2019, between B&G Foods and you (the “Employment Agreement”), and for purposes of
such Section 8(a) shall be deemed effective on the Payroll Termination Date, and (ii) as a termination without cause
pursuant to your 2019 Restricted Stock Award Agreement, 2020 Restricted Stock Award Agreement, 2018 to 2020 Performance Share Award
Agreement, 2019 to 2021 Performance Share Award Agreement and 2020 to 2022 Performance Share Award Agreement (collectively, the
 “Equity Award Agreements”) and for purposes of such Equity Award Agreements shall be deemed effective on the
Payroll Termination Date.



 


		3.	Severance and Other Benefits. In accordance with Section 7(a) of the Employment Agreement and in consideration
of the general release and waiver of all claims against the Company and the other Releasees (as defined below) and your other promises
made in this letter agreement, and conditioned on your not revoking this letter agreement as described in paragraph ‎26 below,
the Company shall provide you with the following severance payments and other benefits:



 


Quality Foods Since 1889


 






     


     


    

 


Kenneth G. Romanzi


November 15, 2020


Page 2


 


		A.	For the period from the Separation Date through the Payroll Termination Date, the Company shall pay you salary continuation
payments at your current annual base salary of $801,450 (less any state, federal, FICA and other applicable taxes required to be
withheld and, as set forth below in subparagraph D, less the amount of medical and dental insurance contributions). Such payments
shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the Separation Date.



 


		B.	For the period commencing on January 12, 2021 through January 11, 2022 (the “Severance Period”),
the Company shall pay you salary continuation payments equal in the aggregate to $1,602,900 (less any state, federal, FICA and
other applicable taxes required to be withheld and, as set forth below in subparagraph D, less the amount of medical and dental
insurance contributions), which reflects payment of 200% of your annual base salary for the Severance Period). Such payments shall
be paid in substantially equal installments in the same manner and pursuant to the same payroll procedures that were in effect
prior to the Separation Date and shall commence no later than the Company’s next regular pay day after January 12, 2021
(the “Initial Severance Payment Date”).



 


		C.	If the Compensation Committee of the Board of Directors of the Company determines that based on the Company’s financial
performance for fiscal year 2020 awards have been earned under the Company’s annual bonus plan for eligible employees at
the level of vice president and above, you shall be paid a bonus under the annual bonus plan as if you had remained employed by
the Company through the end of the performance period. The amount of such bonus, if earned, will be based on the Company’s
performance as determined in accordance with the applicable annual bonus plan and the Employment Agreement and will be paid (less
any state, federal, FICA and other applicable taxes required to be withheld) in February or March 2021 in accordance
with the Company’s payroll practices. For purposes of the annual bonus calculation, the portion that would otherwise be attributable
to your individual performance (25% of your bonus at “target”) will be paid in full so long as at least the threshold
Company-wide performance metric under the annual bonus plan is attained.



 


		D.	The Company shall continue your current medical and dental coverage for you and your eligible family members on the Company’s
medical and dental benefit plans from the Separation Date through January 31, 2022 subject to the terms and conditions of
the plans and pursuant to, and subject to the eligibility requirements of, COBRA. Your contributions will be the same as those
of a currently active participant and will automatically be withheld on a pre-tax basis from your salary continuation payments
set forth in subparagraphs A and B above. At the end of the Severance Period you will be eligible to continue your coverage pursuant
to COBRA for the remainder, if any, of the COBRA eligibility period at your sole expense, subject to the terms and conditions of
the Company’s medical and dental benefit plans and COBRA rules and provisions.



 


		E.	The Company shall pay you on the Initial Severance Payment Date a lump sum payment of $10,000.00 (less any state, federal,
FICA and other applicable taxes required to be withheld), which amount reflects the estimated market value of your life insurance
and disability insurance benefits for the duration of the Severance Period that will not be available to you because of your status
as a terminated employee.



 






     


     


    

 


Kenneth G. Romanzi


November 15, 2020


Page 3


 


		F.	For the period from the Separation Date through the Payroll Termination Date, the Company shall continue to pay you the monthly
automobile allowance of $833.33 set forth in the Employment Agreement (less any state, federal, FICA and other applicable taxes
required to be withheld). Such payments shall be paid in the same manner and pursuant to the same payroll procedures that were
in effect prior to the Separation Date.



 


		G.	The Company shall pay you on the Initial Severance Payment Date a lump sum payment of $10,000 (less any state, federal, FICA
and other applicable taxes required to be withheld), which amount constitutes a total of the monthly automobile allowance of $833.33
set forth in the Employment Agreement for the duration of the Severance Period.



 


		H.	All payments to you hereunder shall be made via direct deposit to the account to which your last payroll payment was made unless
you designate another account in writing. Contemporaneously with all payments made hereunder, the Company shall provide you via
email to kromanzi@aol.com or any other email address you designate in writing with an itemization of all tax withholdings and other
deductions made with respect to such payments.



 


		I.	The Company will arrange for Lee Hecht Harrison to provide you with career transition assistance. A member of the Company’s
Human Resources Department will provide you with a summary of this program.



 


		J.	If you should die during the period from the Separation Date through the duration of the Severance Period, any remaining unpaid
amounts owing to you pursuant to this letter agreement (less any state, federal, FICA and other applicable taxes required to be
withheld) shall be paid in accordance with the terms hereof to your surviving spouse or, if no surviving spouse, to your estate
in the manner designated by your surviving spouse, if applicable, or the executor(s) of your estate.



 


You acknowledge that you are solely responsible for
all federal, state and local taxes, if any, other than any employer share of FICA, Medicare, unemployment or disability contributions,
that a government agency may determine is due to it, and that may be ultimately required by law to be paid with respect to the
severance and other benefits provided for by this letter agreement. You agree to indemnify and hold harmless the Company and the
other Releasees (as defined below) from any and all taxes and related penalties, should the taxability of such severance and other
benefits be challenged by any government tax authority.


 


		4.	Vacation Pay. You understand and agree that your vacation accrual will cease as of the Payroll Termination Date. The
Company shall pay you on the Initial Severance Payment Date for any unused vacation pay for 2020 and 2021 earned and accrued from
January 1, 2020 through the Payroll Termination Date (less any state, federal, FICA and other applicable taxes required to
be withheld) in accordance with the Company’s existing paid time off policies and practices and applicable law.



 


		5.	No Admission of Liability. You understand and agree that the severance and other benefits to be provided to you pursuant
to the terms of this letter agreement are not and shall not be construed or represented to be an admission of liability of any
kind by the Company.



 






     


     


    

 


Kenneth G. Romanzi


November 15, 2020


Page 4


 





		6.	Termination of Certain Other Benefits.



 


		A.	Life Insurance. You understand and agree that your participation in any life insurance plan maintained by the Company
will automatically terminate on the Payroll Termination Date. Subject to the terms and conditions of the Company’s life insurance
plan and applicable law, you may convert your life insurance to an individual policy by notifying the life insurance carrier not
later than thirty-one (31) days after your life insurance ends.



 


		B.	Accidental Death and Dismemberment Insurance. You understand and agree that your participation in the Company’s
accidental death and dismemberment insurance plan will automatically terminate on the Payroll Termination Date. The accidental
death and dismemberment insurance policy does not include a conversion option.



 


		C.	Short-Term and Long-Term Disability Insurance. You understand and agree that your participation in the Company’s
short-term and long-term disability plans automatically terminates on the Payroll Termination Date. The short-term and long-term
disability insurance plans do not include a conversion option.



 


		D.	Other Benefits. You understand and agree that, except as stated herein, all other benefits that you may currently receive,
including, without limitation, your automobile allowance and company paid cell phone or cell phone allowance, if any, will also
terminate on the Payroll Termination Date.



 


		E.	401(k) Defined Contribution Plan. The Company will separately forward to you a letter with further details regarding
your options with respect to the Company’s 401(k) plan following your separation from the Company.



 


		7.	General Release and Waiver. In exchange for the severance and other benefits described in paragraph ‎3 above, and
for other good and valuable consideration, you, on behalf of yourself and your family, heirs, executors, successors and assigns,
hereby irrevocably and unconditionally release and forever discharge the Company and its past, present and future affiliates, parents,
subsidiaries and divisions and the Company’s and each of the foregoing person’s or entity’s respective shareholders,
directors, officers, employees, agents, attorneys, employee benefit plans (and the administrators and fiduciaries thereof) and
representatives (collectively with the Company, the “Releasees”), and agree to hold the Releasees harmless from
and against, and hereby waive, any and all claims, causes of action, charges or demands, in law or in equity, whether known or
unknown, which may have existed or which may now exist, or arise, from the beginning of time to the date on which you sign this
letter agreement. This release includes, without limitation, all claims, causes of action, charges or demands arising from or relating
to your employment with, or separation from employment with, the Company or otherwise, other than claims that the law does not
permit you to waive by signing this letter agreement.



 


Without limiting the generality of the foregoing,
this release includes a release of any rights or claims you may have under any and all federal, state or local statutes, including,
without limitation, the following:


 


		A.	Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991, as amended;



 






     


     


    

 


Kenneth G. Romanzi


November 15, 2020


Page 5


 


		B.	the Americans with Disabilities Act of 1990, as amended, and the Rehabilitation Act of 1973, as amended;



 


		C.	the Family and Medical Leave Act of 1993, as amended;



 


		D.	Section 1981 of the Civil Rights Act of 1866, as amended;



 


		E.	Section 1985(3) of the Civil Rights Act of 1871, as amended;



 


		F.	the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers Benefit Protection Act of 1990, as amended
(the “ADEA”);



 


		G.	the Occupational Safety and Health Act, as amended;



 


		H.	the Equal Pay Act, as amended;



 


		I.	the Employee Retirement Income Security Act of 1974, as amended;



 


		J.	the New Jersey Conscientious Employee Protection Act, as amended;



 


		K.	any and all other federal, state or local laws, regulations or common law against discrimination, including but not limited
to the New Jersey Law Against Discrimination and all other laws and regulations of the State of New Jersey and the New Jersey Department
of Labor and Workforce Development; and



 


		L.	any and all other federal, state, or local laws, regulations or common law relating to employment, wages, hours, health and
safety, or any other terms and conditions of employment.



 


This release also includes a release by you of any
claims for wrongful discharge, breach of contract, torts or any other claim in any way related to your employment with or separation
from the Company, including, without limitation, any claim under any policy, agreement, contract, understanding or promise, written
or oral, formal or informal, between the Company and yourself, and including any claims for any damages, including, without limitation,
wages, monetary or equitable relief, damages of any nature, including costs and attorneys’ fees. You acknowledge and agree
that it is the intention of the parties that the language relating to the description of claims in this paragraph 7 shall be given
the broadest possible interpretation permitted by law.


 


Notwithstanding the above, nothing in this release
shall be construed to waive (i) your rights to the payments and benefits expressly provided for in this letter agreement;
(ii) any claims you may have to the payment of vested benefits under the terms of the Company’s retirement and benefit
plans and your individual Equity Award Agreements; or (iii) any rights to reimbursement or indemnification you may have in
your capacity as an officer or employee of the Company under the governing documents of the Company, any insurance policy or applicable
law for any of your acts (or failures to act) made in good faith while you were employed by the Company.


 


		8.	Workers Compensation. You represent that no incident has occurred that could form the basis for any claim by you against
the Company or any other Releasee under the worker’s compensation laws of any jurisdiction.



 






     


     


    

 


Kenneth G. Romanzi


November 15, 2020


Page 6


 


		9.	No Complaints, Claims or Actions. You represent that you have not filed any complaints, claims or actions against the
Company or any other Releasee with any federal, state or local agency or court.



 


		10.	No Assignment or Reservation of Claims. You hereby represent that you have not assigned or transferred to any person
or entity all or any portion of any claim against the Company or any other Releasee, and you do not reserve any claim against the
Company or any other Releasee from the effect of this letter agreement.



 


		11.	Restrictive Covenants.



 


		A.	Non-Disturbance; Non-Disparagement. You understand and agree that you shall not at any time following the Separation
Date perform any act that is intended, or may reasonably be expected to, disrupt, damage, impair, or interfere with the business,
reputation, prospects or operations of the Company or any other Releasee, or their respective relationships with their respective
employees, customers, vendors, agents or representatives. You further agree that you shall not at any time following the Separation
Date issue or make or cause to be issued or made any communication, written or oral, that disparages, criticizes or otherwise reflects
adversely upon, or encourages any adverse action against, the Company or any of the other Releasees, except as required by law.
Notwithstanding the foregoing, nothing in this letter agreement shall prohibit you from providing truthful testimony or information
in connection with any governmental proceeding, including but not limited to any investigation by the Equal Employment Opportunity
Commission or similar state or local agency, or making truthful disclosures that are protected under the whistleblower provisions
of any applicable federal or state law or regulation or made in response to a lawful subpoena or other legal process.



 


		B.	Confidentiality. You acknowledge and agree the confidentiality and non-use agreements set forth in Section 11 of
the Employment Agreement shall remain in full force and effect in accordance with their terms, and reaffirm that you shall comply
with such agreements. Notwithstanding the foregoing, nothing in this letter agreement or the Employment Agreement shall prohibit
you from making any disclosure that is required by a lawful order of a court of competent jurisdiction, any governmental authority
or agency, or any recognized subpoena power, or in connection with reporting possible violations of federal law or regulation to
any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable
law or regulation. Further, notwithstanding anything to the contrary herein, in accordance with the Defend Trade Secrets Act of
2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade
secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly,
or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is
made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.



 


		C.	Non-Competition. You agree that from the Separation Date through the duration of the Severance Period, you shall not,
directly or indirectly, be employed or otherwise engaged to provide services to any food manufacturer operating in the United States
of America that is directly competitive with any significant activities conducted by the Company whose principal business operations
are in the United States of America.



 






     


     


    

 


Kenneth G. Romanzi


November 15, 2020


Page 7


 





		D.	Non-Solicitation. You understand and agree that the Company has expended and continues to expend significant time and
expense in recruiting and training its employees and that the loss of employees would cause significant and irreparable harm to
the Company. You shall not directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination
of employment of any employee of the Company from the Separation Date through the duration of the Severance Period.



 


		12.	Breach of Agreement. You understand and agree that the general release and waiver set forth in paragraph 7 and the restrictive
covenants set forth in paragraph 11 of this letter agreement are essential consideration for this letter agreement and an award
of damages may be made for violation thereof. Any such award shall not affect the enforceability of the general release of all
claims made by you or such restrictive covenants. Consistent with and without limiting the foregoing, you acknowledge and agree
that your severance and other benefits shall be subject to forfeiture and repayment to the Company if you violate paragraphs ‎7,
 ‎11 or ‎14 or any of the other terms of this letter agreement, or any other surviving obligation owed to the Company, without
prejudice to any additional relief that may be available to the Company and without effecting the validity and enforceability of
the general release of all claims made by you. Notwithstanding the foregoing sentence, your severance and other benefits shall
not be subject to forfeiture solely due to a challenge to the validity of the release contained in this letter agreement pursuant
to the ADEA. In addition, in the event of a breach or threatened breach by you of any of the provisions of this letter agreement,
you hereby consent and agree that the Company shall be entitled to seek, in addition to other available remedies, a temporary or
permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the
necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal
remedies, monetary damages or other available forms of relief.



 


		13.	Attorneys’ Fees. Should the Company be the prevailing party in an action to enforce any of the terms of this letter
agreement or the post-termination obligations set forth herein, to the extent authorized by law, you shall be responsible for payment
of all reasonable attorneys’ fees and costs that the Company or any other Releasee incurs in the course of enforcing the
terms of the letter agreement.



 


		14.	Covenant Not to Sue. You agree that you will not file any complaint, claim or action asserting any claim waived in paragraph
 ‎7 of this letter agreement, and that if you breach this promise, and the action is found to be barred in whole or in part
by this letter agreement, you shall be liable for all costs, including attorneys’ fees, incurred by the Company or any other
Releasee in defending the claim, and shall assign to the Company and any such other Releasee your right and interest to collect
any monetary damages awarded to you. Notwithstanding the foregoing, nothing in this paragraph precludes you from challenging the
validity of the release above under the requirements of the ADEA, and you shall not be responsible for reimbursing the attorneys’
fees and costs of the Releasees in connection with such a challenge to the validity of the release. However, you acknowledge that
the release contained in this letter agreement applies to all claims you have under the ADEA, and that, unless the release is held
to be invalid, all of your claims under the ADEA shall be extinguished. Further, nothing in this letter agreement shall preclude
or prevent you from filing a charge with, participating in an investigation by or proceeding before, or providing truthful information
to the United States Equal Employment Opportunity Commission or a similar state or local agency, but you acknowledge and agree
that you shall not be entitled to or accept any relief obtained on your behalf in any proceeding by any government agency, private
party, class, or otherwise with respect to any claims covered by the above release.



 






     


     


    

 


Kenneth G. Romanzi


November 15, 2020


Page 8


 


		15.	Return of Company Property. You agree to promptly return to the Company any and all Company documents, materials, records,
equipment and other property issued to you or otherwise in your possession or control and to otherwise comply with Section 11(d)(iii) of
the Employment Agreement, and acknowledge that such return is a condition for receipt of the severance and other benefits. In addition,
you agree to promptly reconcile any outstanding expense accounts.



 


		16.	Duty to Notify. In the event you receive a request or demand, orally, in writing, electronically, or otherwise, for
the disclosure or production of confidential and/or proprietary information which you created or acquired in the course of your
employment, unless prohibited by law or regulation, you must notify immediately the Company’s General Counsel, by calling
the General Counsel at the following phone number: [Redacted]. Regardless of whether you are successful in reaching the
General Counsel by telephone, unless prohibited by law or regulation, you also must notify the General Counsel immediately in writing,
via certified mail, at the following address: B&G Foods, Inc., Four Gatehall Drive, Parsippany, NJ 07054, Attn: General
Counsel. A copy of the request or demand shall be included with the written notification. You shall wait a minimum of ten (10) days
(or the maximum time permitted by such legal process, if less) after sending the letter before making a disclosure or production
to give the Company time to seek to prohibit and/or restrict the production and/or disclosure and/or to obtain a protective order
with regard thereto.



 


		17.	References. You agree that you will direct any and all prospective employers seeking a reference to contact only persons
employed in the Company’s Human Resources Department. The Human Resources Department shall provide a neutral reference only
(dates of employment and title of last position held with the Company).



 


		18.	Cooperation. You agree that, at all times subsequent to the Separation Date, you shall reasonably cooperate, in a timely
and good faith manner, with all reasonable requests for assistance made by the Company, relating directly or indirectly to all
investigations, legal claims or any regulatory matter with respect to any matter which occurred during the course of your employment
with the Company, with which you were involved prior to the termination of your employment, or with which you became aware of during
the course of your employment. Upon the submission of proper documentation, the Company will reimburse you for all reasonable expenses
(other than your attorney’s fees, if any) you incur as a result of such requests for assistance, if any.



 


		19.	Governing Law. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement,
the relationship of the parties or the interpretation and enforcement of the rights and duties of the parties to this letter agreement
shall be governed by and construed in accordance with the laws of the State of New Jersey, without reference to the conflicts of
laws principles thereof. You and the Company hereby submit to the jurisdiction of the federal and state courts in the State of
New Jersey with respect to and disputes arising under or relating to this letter agreement, and you irrevocably waive any objection
that you may now or hereafter have based on personal jurisdiction or to the laying of venue of any such action in the aforementioned
courts, including without limitation any objection based on the grounds of forum non conveniens.



 






     


     


    

 


Kenneth G. Romanzi


November 15, 2020


Page 9


 


		20.	Entire Agreement. This letter agreement shall constitute the sole and exclusive understanding between the Company and
you concerning the subject matter of this letter agreement, and expressly supersedes any and all prior agreements or understandings,
written or oral, concerning the subject matter hereof, provided that you acknowledge and agree that any provision of the Employment
Agreement that by its terms survives the termination of your employment shall continue in effect in accordance with its terms.
The parties acknowledge that this letter agreement is intended to embody a complete and final resolution of the employer-employee
relationship. You further acknowledge and agree that the payments and benefits described in this letter agreement are all that
you are entitled to receive from the Company (other than the vesting and/or payment of any shares of the Company’s common
stock that you may earn pursuant to and subject to the terms and conditions of your Equity Award Agreements), and that the Company
shall have no liability or obligation to you in excess of such amounts (other than the vesting and/or payment of any shares of
the Company’s common stock that you may earn pursuant to and subject to the terms and conditions of your Equity Award Agreements).



 


		21.	Severability. In the event that one or more of the provisions of this letter agreement is held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof,
and if such provision or provisions are not modified as provided above, this letter agreement shall be construed as if such invalid,
illegal or unenforceable provisions had not been set forth herein. The parties further agree that in the event that any court determines
that any provision this letter agreement is invalid, illegal or unenforceable unless modified, such court is expressly authorized
to modify any such unenforceable provision of this letter agreement in lieu of severing such unenforceable provision from this
letter agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision,
adding additional language to this letter agreement or by making such other modifications as it deems warranted to carry out the
intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that
this letter agreement as so modified by the court shall be binding upon and enforceable against each of them.



 


		22.	No Amendments. This letter agreement may not be amended, supplemented or otherwise modified, except as mutually agreed
in writing by B&G Foods and you.



 


		23.	Successors and Assigns. The Company may freely assign this letter agreement at any time. This letter agreement shall
inure to the benefit of the Company and its successors and assigns. You may not assign this letter agreement or any part hereof.
Any purported assignment by you shall be null and void from the initial date of purported assignment.



 


		24.	Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed effective
upon receipt if mailed by overnight courier or by certified or registered mail, postage prepaid, return receipt requested, to the
parties at the addresses set forth below, or at such other addresses as the parties may designate by like written notice. A copy
of all such notices, requests, demands and other communications shall also be sent by email to the parties at the email addresses
set forth below, or at such other email addresses as the parties may designate pursuant to this paragraph 24.



 






     


     


    

 


Kenneth G. Romanzi


November 15, 2020


Page 10


 


	 	If to the Company:	 	If to you:
	 	 	 	 
	 	
        B&G Foods, Inc.

        Four Gatehall Drive

        Parsippany, NJ 07054

        Attn: General Counsel

        corporatesecretary@bgfoods.com

         
	 	
        Kenneth G. Romanzi

        [Address Redacted]

         

         

         

	 	 	 	With a copy to the following attorney

or other attorney designated in writing by you:
	 	 	 	 
	 	 	 	
        Richard Friedman PLLC

        200 Park Avenue, Suite 1700

        New York, NY 10166

        Attn: Richard B. Friedman, Esq.

        rfriedman@richardfriedmanlaw.com 




 


		25.	Adequate Review. You are hereby advised to consult with an attorney before signing this letter agreement. You acknowledge
that you have read and fully understand the terms and conditions of this letter agreement. You further acknowledge that you have
entered into this letter agreement voluntarily and not as the result of coercion, duress or undue influence. Additionally, you
acknowledge that you have been afforded a period of at least twenty-one (21) days to consider this letter agreement. Modifications
to this letter agreement, whether material or non-material, do not restart the aforementioned period.



 


		26.	Revocation. You understand that you will have seven (7) days from the date you sign this letter agreement to
revoke it by notifying the Company’s Human Resources Department of your decision. This letter agreement shall not become
effective or enforceable until the revocation period has expired (the “Effective Date”). No revocation of this
letter agreement by you shall be effective unless the Company has received written notice of any revocation prior to the Effective
Date.



 


[Signature Page Follows]




 


 






     


     


    

 


 


Kenneth G. Romanzi


November 15, 2020


Page 11


 





If you agree with the foregoing, please so indicate by signing
in the space designated below.


 


We wish you the best in the future.


 


	Sincerely,
	 
	/s/ Scott E. Lerner
	 
	Scott E. Lerner
	Executive Vice President, General Counsel, Secretary and Chief Compliance Officer
	 
	 
	Agreed to and accepted:
	 
	 
	/s/ Kenneth G. Romanzi	 
	Kenneth G. Romanzi	 
	 
	Date: November 15, 2020