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  Exhibit 10.12    
    


 
 

  EMPLOYMENT AGREEMENT    
    


        THIS
EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 5, 2010, by and between B&G FOODS, INC. (hereinafter the
"Corporation") and WILLIAM H. WRIGHT (hereinafter "Wright"). 


        WHEREAS,
subject to the terms of this Agreement, Corporation desires to employ Wright as Executive Vice President of Quality Assurance and Research & Development, and Wright
desires to accept such employment. 


        NOW
THEREFORE, in consideration of the material advantages accruing to the two parties and the mutual covenants contained herein, the Corporation and Wright agree with each other as
follows 


        1.    Effective Date.    For purposes of this Agreement, the "Effective
Date" shall mean March 5, 2010. 


        2.    Employment.    Wright will render full-time professional services to the Corporation and, as
directed by the Corporation, to its subsidiaries or other Affiliates (as defined in Paragraph 3 below), in the capacity of Executive Vice President of Quality Assurance and Research &
Development under the terms and conditions of this Agreement. He will at all times, faithfully, industriously and to the best of his ability, perform all duties that may be required of him by virtue
of his position as Executive Vice President of Quality Assurance and Research & Development and in accordance with the directions and mandates of the Board of Directors of the Corporation. It
is understood that these duties shall be substantially the same as those of an executive vice president of quality assurance and research & development of a similar business corporation engaged
in a similar enterprise. Wright is hereby vested with authority to act on behalf of the Corporation in keeping with policies adopted by the Board of Directors, as amended from time to time. Wright
shall report to the President and Chief Executive Officer (hereinafter the "Chief Executive Officer") and the Board of Directors. 


        3.    Services to Subsidiaries or Other Affiliates.    The Corporation and Wright understand and agree that if and
when the Corporation so directs, Wright shall also provide services to any subsidiary or other Affiliate (as defined below) by virtue of his employment under this Agreement. If so directed, Wright
agrees to serve as Executive Vice President of Quality Assurance and Research & Development of such subsidiary or other Affiliate of the Corporation, as a condition of his employment under this
Agreement, and upon the termination of his employment under this Agreement, Wright shall no longer provide such services to the subsidiary or other Affiliate. The parties recognize and agree that
Wright shall perform such services as part of his overall professional services to the Corporation but that in certain circumstances approved by the Corporation he may receive additional compensation
from such subsidiary or other Affiliate. For purposes of this Agreement, an "Affiliate" is any corporation or other entity that is controlled by, controlling or under common control with the
Corporation. "Control" means the direct or indirect beneficial ownership of at least fifty (50%) percent interest in the income of such corporation or entity, or the power to elect at least fifty
(50%) percent of the directors of such corporation or entity, or such other relationship which in fact constitutes actual control. 



        4.    Term of Agreement.    The initial term of Wright's employment under this Agreement shall commence on the
Effective Date and end on December 31, 2010; provided that unless notice of termination has been provided in accordance with Paragraph 7(a) at least sixty (60) days prior to the
expiration of the initial term or any additional twelve (12) month term (as provided below), or unless this Agreement is otherwise terminated in accordance with the terms of this Agreement,
this Agreement shall automatically be extended for additional twelve (12) month periods (the "Term"). 



        5.    Base Compensation.    During the Term, in consideration for the services as Executive Vice President of Quality
Assurance and Research & Development required under this Agreement, the Corporation agrees to pay Wright an annual base salary of Two Hundred Thirty Thousand Dollars ($230,000), or such higher
figure as may be determined at an annual review of his performance and 







 



compensation
by the Compensation Committee of the Board of Directors. The annual review of Wright's base salary shall be conducted by the Compensation Committee of the Board of Directors within a
reasonable time after the end of each fiscal year of the Corporation and any increase shall be retroactive to January 1st of the then current Agreement year. The amount of
annual base salary shall be payable in equal installments consistent with the Corporation's payroll payment schedule for other executive employees of the Corporation. Wright may choose to select a
portion of his compensation to be paid as deferred income through qualified plans or other programs consistent with the policy of the Corporation and subject to any and all applicable federal, state
or local laws, rules or regulations. 


        6.    Other Compensation and Benefits.    During the Term, in addition to his base salary, the Corporation shall
provide Wright the following: 


        (a)    Incentive Compensation.    Wright shall participate in the Company's annual bonus plan (the
"Annual Bonus Plan"), as shall be adopted and/or modified from time to time by the Board of Directors or the Compensation Committee. Annual Bonus Plan
awards are calculated as a percentage of Wright's base salary on the last day of the Annual Bonus Plan performance period. The percentages of base salary that Wright is eligible to receive based on
performance range from 0% at "Threshold" to 35% at "Target" and to 70% at "Maximum," as such terms are defined in the Annual Bonus Plan. Annual Bonus Plan awards are payable no later than the
15th day of the third month following the end of each fiscal year of the Corporation. In addition, Wright shall be eligible to participate in all other incentive compensation plans, if any,
that may be adopted by the Corporation from time to time and with respect to which the other executive employees of the Corporation are eligible to participate. 


        (b)    Vacation.    Wright shall be entitled to four (4) weeks of compensated vacation time during each year,
to be taken at times mutually agreed upon between him and the Chief Executive Officer of the Corporation. Vacation accrual shall be limited to the amount stated in the Corporation's policies currently
in effect, as amended from time to time. 


        (c)    Sick Leave and Disability.    Wright shall be entitled to participate in such compensated sick leave and
disability benefit programs as are offered to the Corporation's other executive employees. 


        (d)    Medical and Dental Insurance.    Wright, his spouse, and his dependents, shall be entitled to participate in
such medical and dental insurance programs as are provided to the Corporation's other executive employees. 



        (e)    Executive Benefits And Perquisites.    Wright shall be entitled to receive all other executive benefits and
perquisites to which all other executive employees of the Corporation are entitled. 


        (f)    Automobile and Cellular Phone.    The Corporation agrees to provide Wright with a monthly automobile allowance
of $833.33 and to provide for the use by Wright of a cellular telephone at the Corporation's expense. 



        (g)    Liability Insurance.    The Corporation agrees to insure Wright under the appropriate liability insurance
policies, in accordance with the Corporation's policies and procedures, for all acts done by him within the scope of his authority in good faith as Executive Vice President of Quality Assurance and
Research & Development throughout the Term. 


        (h)    Professional Meetings and Conferences.    Wright will be permitted to be absent from the Corporation's
facilities during working days to attend professional meetings and to attend to such outside professional duties as have been mutually agreed upon between him and the Chief Executive Officer of the
Corporation. Attendance at such approved meetings and accomplishment of approved professional duties shall be fully compensated service time and shall not be considered vacation time. The Corporation
shall reimburse Wright for all reasonable expenses incurred by him incident to attendance at approved professional meetings, and such reasonable entertainment expenses incurred by 


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Wright
in furtherance of the Corporation's interests; provided, however, that such reimbursement is approved by the Chief Executive Officer of the Corporation. 



        (i)    Professional Dues.    The Corporation agrees to pay dues and expenses to professional associations and
societies and to such community and service organizations of which Wright is a member provided such dues and expenses are approved by the Chief Executive Officer as being in the best interests of the
Corporation. 


        (j)    Life Insurance.    The Corporation shall provide Wright with life insurance coverage on the same terms as such
coverage is provided to all other executive employees of the Corporation. 



        (k)    Business Expenses.    The Corporation shall reimburse Wright for reasonable expenses incurred by him in
connection with the conduct of business of the Corporation and its subsidiaries or other Affiliates. 


        7.     Termination Without Cause. 


        (a)    By the Corporation.    The Corporation may, in its discretion, terminate Wright's employment hereunder without
cause at any time upon sixty (60) days prior written notice or at such later time as may be
specified in said notice. Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. 



          (i)  Upon
the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 9 below and the
requirements of Paragraph 10 below, in addition to all accrued and vested benefits payable under the Corporation's employment and benefit policies, including, but not limited to, unpaid Annual
Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Wright shall be provided
with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the
Severance Period in an amount per year equal to 135% of his then current annual base salary ("Salary Continuation"), which Salary Continuation shall be
paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination; (2) continuation of medical, dental, life insurance and
disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination ("Other
Benefits"), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of
such excluded Other Benefits; (3) if allowable under the Corporation's qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance
Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he
obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 9 below), the "Severance
Period" shall mean the period from the date of termination of employment to the first (1st) anniversary of the date of such termination. 



         (ii)  Subject
to Paragraph 10 below, in the event Wright accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation
in force until the end of the Severance Period. All Other Benefits described in subparagraph (i)(2) and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under
the Corporation's employment and benefit policies, shall cease. 


        (iii)  Wright
shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within Wright's
discretion. If during the Severance Period Wright is receiving all or any part of the benefits set forth in subparagraph (i) above and he should die, then Salary Continuation remaining during
the 



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Severance
Period shall be paid fully and completely to his spouse or such individual designated by him or if no such person is designated to his estate. 




        (b)    Release.    The obligation of the Corporation to provide the Salary Continuation and Other Benefits described
in subparagraph (a) above is contingent upon and subject to the execution and delivery by Wright of a general release, in form and substance satisfactory to Wright and the Corporation. The
Corporation will provide Wright with a copy of a general release satisfactory to the Corporation simultaneously with or as soon as administratively practicable following the delivery of the notice of
termination provided in Paragraph 7(a), or at or as soon as administratively practicable following the expiration of the Corporation's right to cure provided in Paragraph 7(d) or
Paragraph 9, but not later than twenty-one (21) days before the date payments are required to be begin under Paragraph 7(a). Wright shall deliver the executed release
to the Corporation eight days before the date payments are required to begin under Paragraph 7(a). 



        Without
limiting the foregoing, such general release shall provide that for and in consideration of the above Salary Continuation and Other Benefits, Wright releases and gives up any and
all claims and rights ensuing from his employment and termination with the Corporation, which he may have against the Corporation, a subsidiary or other Affiliate, their respective trustees, officers,
managers, employees and agents, arising from or related to his employment and/or termination. This releases all claims, whether based upon federal, state, local or common law, rules or regulations.
Such release shall survive the termination or expiration of this Agreement. 



        (c)    Voluntary Termination.    Should Wright in his discretion elect to terminate this Agreement, he shall give the
Corporation at least sixty (60) days prior written notice of his decision to terminate. Except as otherwise provided in this Agreement, at the end of the sixty (60) day notice period,
all rights, duties and obligations of both parties to the Agreement shall cease, except for any and all accrued and vested benefits under the Corporation's existing employment and benefit policies,
including but not limited to, unpaid incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods. At any time during
the sixty (60) day notice period, the Corporation may pay Wright for the compensation owed for said notice period and in any such event Wright's employment termination shall be effective as of
the date of the payment. 


        (d)    Alteration of Duties.    If the Board of Directors of the Corporation or the Chief Executive Officer, in either
of their sole discretion, takes action which substantially changes or alters Wright's authority or duties so as to effectively prevent him from performing the duties of the Executive Vice President of
Quality Assurance and Research & Development as defined in this Agreement, or requires that his office be located at and/or principal duties be performed at a location more than
forty-five (45) miles from the present Corporation office located in Parsippany, New Jersey, then Wright may, at his option and upon written notice to the Board of Directors within
thirty (30) days after the Board's or Chief Executive Officer's action, consider himself terminated without cause and entitled to the benefits set forth in Paragraph 7(a), unless within
thirty (30) days after delivery of such notice, Wright's duties have been restored. 


        (e)   Disability. 



          (i)  The
Corporation, in its sole discretion, may terminate Wright's employment upon his Total Disability. In the event he is terminated pursuant to this subparagraph, he
shall be entitled to the benefits set forth in Paragraph 7(a), provided however, that the annual base salary component of Salary Continuation shall be reduced by any amounts paid to Wright
under any disability benefits plan or insurance policy. For purposes of this Agreement, the term "Total Disability" shall mean death or any physical or mental condition which prevents Wright from
performing his duties under this contract for at least four (4) consecutive months. The determination of whether or not a physical or mental condition would prevent Wright from the performance
of his duties shall be 



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made
by the Board of Directors in its discretion. If requested by the Board of Directors, Wright shall submit to a mental or physical examination by an independent physician selected by the
Corporation and reasonably acceptable to him to assist the Board of Directors in its determination, and his acceptance of such physician shall not be unreasonably withheld or delayed. Failure to
comply with this request shall prevent him from challenging the Board's determination. 




        (f)    Retirement.    The Corporation, in its sole discretion, may establish a retirement policy for its executive
employees, including Wright, which includes the age for mandatory retirement from employment with the Corporation. Upon the termination of employment pursuant to such retirement policy, all rights and
obligations under this Agreement shall cease, except that Wright shall be entitled to any and all accrued and vested benefits under the Corporation's existing employment and benefits policies,
including but not limited to unpaid incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods. 


        (g)    Other Payments.    If Wright is liable for the payment of any excise tax (the "Excise
Tax") pursuant to section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or like
provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Corporation shall pay Wright an amount (the
"Special Reimbursement") which, after payment of any federal, state and local taxes, including any further excise tax under Code section 4999,
with respect to or resulting from the Special Reimbursement, would place Wright in the same economic position that he would have enjoyed if the Excise Tax had not applied to such payments. The Special
Reimbursement shall be paid as soon as practicable following final determination of the amount of the Excise Tax, but in no event later than the last day of Wright's taxable year following the taxable
year for which the Excise Tax is due. 


        8.    Termination for Cause.    Wright's employment under this Agreement may be terminated by the Corporation,
immediately upon written notice in the event and only in the event of the following conduct: conviction of a felony or any other crime involving moral turpitude, whether or not relating to Wright's
employment; habitual unexcused absence from the facilities of the Corporation; habitual substance abuse; willful disclosure of material confidential information of the Corporation and/or its
subsidiaries or other Affiliates; intentional violation of conflicts of interest policies established by the Board of Directors; wanton or willful failure to comply with the lawful written directions
of the Board or other superiors; and willful misconduct or gross negligence that results in damage to the interests of the Corporation and its subsidiaries or other Affiliates. Should any of these
situations occur, the Board of Directors and/or the Chief Executive Officer will provide Wright written notice specifying the
effective date of such termination. Upon the effective date of such termination, any and all payments and benefits due Wright under this Agreement shall cease except for any accrued and vested
benefits payable under the Corporation's employment and benefit policies, including any unpaid amounts owed under the Annual Bonus Plan or any other incentive compensation plan. 



        9.    Major Transaction.    If, during the Term, the Corporation consummates a Major Transaction and Wright is not the
Executive Vice President of Quality Assurance and Research & Development with duties and responsibilities substantially equivalent to those described herein and/or is not entitled to
substantially the same benefits as set forth in this Agreement, then Wright shall have the right to terminate his employment under this Agreement and shall be entitled to the benefits set forth in
Paragraph 7(a), except that the Severance Period shall mean the period from the date of termination of employment to the second (2nd) anniversary of the date of such termination. Wright shall
provide the Corporation with written notice of his desire to terminate his employment under this Agreement pursuant to this Paragraph within ninety (90) days of the effective date of the Major
Transaction and the Severance Period shall commence as of the effective date of the termination of this Agreement, provided the Corporation has not corrected the basis for such notice within thirty
(30) days after delivery of such notice and further provided that the effective date of termination of this Agreement shall not be more than one year following the effective date of the Major
Transaction. For purposes of 


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this
Paragraph, "Major Transaction" shall mean the sale of all or substantially all of the assets of the Corporation, or a merger, consolidation, sale
of stock or similar transaction or series of related transactions whereby a third party (including a "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended) acquires beneficial ownership, directly or indirectly, of securities of the Corporation representing over fifty percent (50%) of the combined voting
power of the Corporation; provided, however, that a Major Transaction shall not in any event include a direct or indirect public offering of securities of the Corporation, its parent or other
Affiliates. 


        10.    Non-Competition.    Wright agrees that during (i) the Term; (ii) the one
(1) year period following the effective date of termination of this Agreement by Wright pursuant to Paragraph 7(c) (Voluntary Termination); and (iii) the one (1) year
period following the effective date of termination by the Corporation pursuant to Paragraph 8 (Termination For Cause), he shall not, directly or indirectly, be employed or otherwise engaged to
provide services to any food manufacturer operating in the United States of America which is directly competitive with any significant activities conducted by the Corporation or its subsidiaries or
other Affiliates whose principal business operations are in the United States of America. Wright agrees that his entitlement to the benefits set forth in Paragraph 7(a) above is contingent upon
his compliance with the requirements of this Paragraph. 


        11.    Confidentiality of Information.    Wright recognizes and acknowledges that during his employment by the
Corporation, he will acquire certain proprietary and confidential information relating to the business of the Corporation and its subsidiaries or other Affiliates (the
"Information"). Wright agrees that during the term of his employment under this Agreement and thereafter, for any reason whatsoever, he shall not,
directly or indirectly, except in the proper course of exercising his duties under this Agreement, use for his or another third party's benefit, disclose, furnish, or make available to any person,
association or entity, the Information. In the event of a breach or threatened breach by Wright of the
provisions of this Paragraph, the Corporation shall be entitled to an injunction restraining him from violating the provisions of this Paragraph. Notwithstanding the foregoing, nothing contained
herein shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach or threatened breach. For purposes of this Paragraph,
"Information" includes any and all verbal or written materials, documents, information, products, recipes, formulas, processes, technologies, programs,
trade secrets, customer lists or other data relating to the business, and operations of the Corporation and/or its subsidiaries or other Affiliates. 


        12.    Superseding Agreement.    This Agreement constitutes the entire agreement between the parties and contains all
the agreements between them with respect to the subject matter hereof. It also supersedes any and all other agreements or contracts, either oral or written, between the parties with respect to the
subject matter hereof. 


        13.    Agreement Amendments.    Except as otherwise specifically provided, the terms and conditions of this Agreement
may be amended at any time by mutual agreement of the parties, provided that before any amendment shall be valid or effective, it shall have been reduced to writing, approved by the Board of Directors
or the Compensation Committee of the Board of Directors, and signed by the Chairperson of the Board of Directors, the Chairman of the Compensation Committee or the Chief Executive Officer and Wright. 


        14.    Invalidity or Unenforceability Provision.    The invalidity or unenforceability of any particular provision of
this Agreement shall not affect its other provisions and this Agreement shall be construed in all aspects as if such invalid or unenforceable provision had been omitted. 



        15.    Binding Agreement; Assignment.    This Agreement shall be binding upon and inure to the benefit of the
Corporation and Wright, their respective successors and permitted assigns. The parties recognize and acknowledge that this Agreement is a contract for the personal services of Wright and that this
Agreement may not be assigned by him nor may the services required of him hereunder be performed by any other person without the prior written consent of the Corporation. 


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        16.    Governing Law.    This Agreement and any claim, controversy or dispute arising under or related to this
Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be construed and enforced under and in accordance with the laws of
the State of New Jersey, without regard to conflicts of law principles. Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a
manner consistent with the requirements of Code section 409A so as not to subject Wright to the payment of any tax penalty or interest under such section. 



        17.    Enforcing Compliance.    If Wright needs to retain legal counsel to enforce any of the terms of this Agreement
either as a result of noncompliance by the Corporation or a legitimate dispute as to the provisions of the Agreement, then any fees incurred in such expense by Wright shall be reimbursed wholly and
completely by the Corporation if Wright prevails in such legal proceedings. 


        18.    Notices.    All notices, requests, demands and other communications hereunder shall be in writing and shall be
deemed effective when delivered, if delivered in person, or 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: 

 






 



			
	To the Corporation at:	 	B&G Foods, Inc

Four Gatehall Drive

Suite 110

Parsippany, NJ 07054

Attn: General Counsel
	
 To Wright at:	
 	
his then current address included in the employment records of the Corporation




 

         19.    Other Terms Relating to Code Section 409A.    Wright's right to Salary Continuation, right to Other
Benefits, and right to reimbursements under this Agreement each shall be treated as a right to a series of separate payments under Treasury Regulation section 1.409A-2(b)(2)(iii). 



        (a)    Reimbursements.    Any reimbursements made or in-kind benefits provided under this Agreement shall
be subject to the following conditions: 



          (i)  The
reimbursement of any expense shall be made not later than the last day of Wright's taxable year following Wright's taxable year in which the expense was incurred
(unless this Agreement specifically provides for reimbursement by an earlier date). The right to reimbursement of an expense or payment of an in-kind benefit shall not be subject to
liquidation or exchange for another benefit. 


         (ii)  Any
reimbursement made under Paragraph 7(a)(i)(2), 7(d), 7(e) or 9 for expenses for medical coverage purchased by Wright, if made during the period of time
Wright would be entitled (or would, but for such reimbursement, be entitled) to continuation coverage under the Corporation's medical insurance plan pursuant to COBRA if Wright had elected such
coverage and paid the applicable premiums, shall be exempt from Code section 409A and the six-month delay in payment described below pursuant to Treasury Regulation
section 1.409A-1(b)(9)(v)(B). 


        (iii)  Any
reimbursement or payment made under Paragraph 7(a)(i)(2), 7(d), 7(e) or 9 for reasonable expenses for outplacement services for Wright shall be exempt from
Code section 409A and the six-month delay in payment described below pursuant to Treasury Regulation section 1.409A-1(b)(9)(v)(A). 




        (b)    Short-Term Deferrals.    It is intended that payments made under this Agreement due to Wright's
termination of employment that are not otherwise subject to Code section 409A, and which are paid on or before the 15th day of the third month following the end of Wright's taxable year
in 


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which
his termination of employment occurs, shall be exempt from compliance with Code section 409A pursuant to the exemption for short-term deferrals set forth in Treasury
Regulation section 1.409A-1(b)(4). 


        (c)    Separation Pay Upon Involuntary Termination of Employment.    It is intended that payments made under this
Agreement due to Wright's involuntary termination of employment under Paragraph 7(a)(i)(2), 7(d), 7(e) or 9 that are not otherwise exempt from compliance with Code section 409A, and
which are separation pay described in Treasury Regulation section 1.409A-1(b)(9)(iii), shall be exempt from compliance with Code section 409A to the extent that the aggregate
amount does not exceed two times the lesser of (i) Wright's annualized compensation for his taxable year preceding the taxable year in which his termination of employment occurs and
(ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code section 401(a)(17) for the year in which the termination of employment occurs. 


        (d)    Six-Month Delay.    Anything in this Agreement to the contrary notwithstanding, payments to be made
under this Agreement upon termination of Wright's employment that are subject to Code section 409A ("Covered Payment") shall be delayed for six
months following such termination of employment if Wright is a "specified employee" on the date of his termination of employment. Any Covered Payment due within such six-month period shall
be delayed to the end of such six-month period. The Corporation will increase the Covered Payment to include interest payable on such Covered Payment at the interest rate described below
from the date of Wright's termination of employment to the date of payment. The interest rate shall be determined as of the date of Wright's termination of employment and shall be the rate of interest
then most recently published in The Wall Street Journal as the "prime rate" at large U.S. money center banks. The Corporation will pay the adjusted Covered Payment at the beginning of the seventh
month following Wright's termination of employment. Notwithstanding the foregoing, if calculation of the amounts payable by any payment date specified in this subsection is not administratively
practicable due to events beyond the control of Wright (or Wright's beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively
practicable in compliance with Code section 409A and the Treasury Regulations thereunder. In the event of Wright's death during such six-month period, payment will be made or begin,
as the case may be with respect to a particular payment, in the payroll period next following the payroll period in which Wright's death occurs. 


        For
purposes of this Agreement, "specified employee" means an employee of the Corporation who satisfies the requirements for being
designated a "key employee" under Code section 416(i)(1)(A)(i), (ii) or (iii), without regard to Code section 416(i)(5), at any time during a calendar year, in which case such
employee shall be considered a specified employee for the twelve-month period beginning on the next succeeding April 1. 


[Signatures
on Next Page] 


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        IN
WITNESS WHEREOF, the Corporation and Wright have executed this Agreement as of the day and year first above written. 

 






 



			
	 	 	 B&G FOODS, INC.
	
 	
 	
/s/ DAVID L. WENNER







  Name: David L. Wenner
 Title: President and Chief Executive Officer
	
 	
 	
WILLIAM H. WRIGHT
	

 	
 	
/s/ WILLIAM H. WRIGHT







 




 

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QuickLinks



Exhibit 10.12


EMPLOYMENT AGREEMENT