exh1020.htm


    EXHIBIT
10.20

    

      EMPLOYMENT AGREEMENT dated as
of April 3, 2007, between Berry
Plastics Corporation, a Delaware corporation (the “Corporation”), and the
individual listed on Schedule 1 hereto (the “Employee”).

       

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

       

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

       

      1. Employment;
Effectiveness of Agreement.  Effective the date first set forth
above (the “Commencement Date”), the Corporation shall employ the Employee, and
the Employee shall accept employment 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 the fifth
anniversary of the Effective Date.  Such period of employment is
hereinafter referred to as the “Employment Period.”

       

      3. Duties.  (a)
During the Employment Period, the Employee shall be initially employed by the
Corporation at the position set forth on Schedule 1 hereto, and shall perform
such duties and services, regardless of location, consistent with such position
as may reasonably be assigned to the Employee by the officers of the Corporation
or their designees.

       

      (b)          
The Employee shall perform his duties and services hereunder at the offices of
the Company in Franklin, Massachusetts, during the Employment Period; provided, however, that the
Company may require the Employee to travel in connection with the performance of
such duties and services.  Anything contained herein to the contrary
notwithstanding, if the Company requires the Employee to relocate to a city
located outside of the 50 mile radius of Franklin, Massachusetts, and notifies
the Employee in writing that his continued employment by the Company is
conditional upon such relocation and the Employee refuses to so relocate, any
Termination of Employment of the Employee resulting therefrom, whether initiated
by the Company or the Employee, shall constitute a Termination Without
Cause.

       

      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 in the amount set forth on Schedule 1
hereto, which shall be subject to review and, at the option of persons having
authority regarding such matters at the Corporation, subject to adjustment (such
salary, as the same may be adjusted from time to time as aforesaid, being
referred to herein as the “Base Salary”).  The Base Salary shall be
payable in such installments (but not less frequent than monthly) as is the
policy of the Corporation with respect to employees of the Corporation at
substantially the same level of employment as the Employee.

       

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

       

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

       

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

       

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

       

      6. Disability
or Death of the Employee.

       

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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

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

       

      7. Termination.

       

      (a) The
Corporation may terminate the employment of the Employee and all of the
Corporation’s obligations under this Agreement (except as hereinafter provided)
at any time for “cause” by giving the Employee notice of such termination, with
reasonable specificity of the grounds therefor.  For the purposes of
this Section 7, “cause” shall mean (i) willful misconduct with respect
to the business and affairs of the Corporation or any subsidiary or affiliate
thereof, insubordination or willful neglect of duties (other than neglect due
solely to 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 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(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 Base Salary, computed on a pro rata basis, for
the period from the Commencement Date until the first anniversary of this
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).

       

      (iii) the
applicable bonus provided for in Section 5(b) computed on a pro-rata basis to
the Termination Date, payable at the same time and in the same manner only as,
if and when bonuses are paid to other employees of the Corporation of comparable
seniority.

       

      (c) Upon the
termination of the Employee’s employment by reason of “retirement” (as defined
in the Corporation’s Health and Welfare Plan for Early Retirees (the “Retiree Plan”)), the
Employee (and his or her eligible spouse and dependents) shall be entitled to
receive post-retirement medical insurance coverage pursuant to the terms of the
Retiree Plan, for which the cost of premiums shall be paid by the Employee (or
such spouse and/or dependents).  In the event that the Retiree Plan is
no longer in effect (or if otherwise necessary for tax and legal purposes), the
Corporation shall make available equivalent coverage to the Employee (and such
spouse and/or dependents) at substantially the same cost to the Employee (and
such spouse and/or dependents) as would have been charged under the Retiree Plan
as of the earlier of the date the Retiree Plan is terminated and the time of the
Employee’s retirement (“Equivalent Retiree
Coverage”); provided, however, that the
Corporation may increase the premium charged to the Employee (and such spouse
and/or dependents) based on the increase in cost, if any, to provide the Retiree
Plan that may arise after the Employee’s retirement.  The Corporation
shall take any action necessary to ensure that the Equivalent Retiree Coverage,
if any, shall be provided other than pursuant to the terms of a self-insured
medical reimbursement plan that does not satisfy the requirements of Section
105(h)(2) of the Internal Revenue Code of 1986, as amended.

       

      (d) 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, vender lists, supplier lists,
distribution channels, pricing information, cost information, marketing plans,
strategies, forecasts, financial statements, budgets and projections and
(iii) any confidential and proprietary information in the possession of the
Corporation of any customer of the Corporation or any other third party 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 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      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 or solicit individuals who are, or were at any time in
the preceding twelve months, 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 hire, or induce or solicit (or assist others to
hire or induce or solicit) the hiring of, individuals then employed, or employed
at any time in the preceding twelve months, by the Corporation or any subsidiary
thereof. 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 or any direct or
indirect subsidiary thereof, (B) any of the products manufactured, sold or
distributed by the Corporation or any direct or indirect subsidiary thereof or
(C) any products or business being developed or conducted by the Corporation or
any direct or indirect subsidiary thereof.

       

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

       

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

       

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

       

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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

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

       

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

       

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

       

      12. Miscellaneous
Provisions.

       

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

       

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

       

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

       

      
        	
                (i)  

              	
                if
      to the Corporation, to:

              


      

      


      
        	
                 
      

              	
                Berry
      Plastics Corporation

              


      

      
        	
                 
      

              	
                c/o
      General Counsel

              


      

      
        	
                 
      

              	
                101
      Oakley Street

              


      

      Evansville,
IN 47710

       

      
        	
                (ii)  

              	
                if
      to the Employee, to him or her at the last known address on record at the
      Corporation.

              


      

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      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; Venue.  This Agreement shall be governed by and construed
in accordance with the laws of Indiana applicable to contracts made and
performed wholly therein.  Any dispute under this Agreement shall be
subject to the jurisdiction of Indiana courts and venue of any such contest
shall be Vanderburgh County, Indiana.

       

      (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.

       

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

       

      BERRY
PLASTICS CORPORATION

       

      By:   /s/
James M. Kratochvil

                                      Name:  James
M. Kratochvil

                                      Title:    EVP
and CFO

       

       

         /s/ Thomas
Salmon

                                                Thomas
Salmon

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      SCHEDULE
1

      


      
        	
                Employee

                 

              	
                Thomas
      Salmon

              
	
                Position

                 

              	
                President,
      Adhesives and Coated Products Division

              
	
                Office

                 

              	
                25
      Forge Pkwy

                Franklin,
      MA 02038

              
	
                Annual
      Base Salary

                 

              	
                $375,000