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                                                                    Exhibit 10.2

                       Executive Long Term Incentive Plan

                               Aurora Foods, Inc.

                            Effective January 1, 2002

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Contents

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<S>                                                                          <C>
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Article 1.   Establishment, Objectives, and Duration                          3

Article 2.   Definitions                                                      3

Article 3.   Administration                                                   5

Article 4.   Cash-Based Awards, Performance Periods and Eligibility           6

Article 5.   Termination of Employment                                        7

Article 6.   Cash-Based Award Funding                                         7

Article 7.   Timing of Cash-Based Award Payments                              7

Article 8.   Deferrals                                                        8

Article 9.   No Employment or Participation Rights                            8

Article 10.  Change in Control                                                8

Article 11.  Amendment, Modification, and Termination                         8

Article 12.  General Provisions                                               9
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                                AURORA FOODS INC.

                       EXECUTIVE LONG-TERM INCENTIVE PLAN

Article 1.   Establishment, Objectives, and Duration

         1.1 Establishment of the Plan. Aurora Foods Inc., a Delaware
corporation (hereinafter referred to as the "Company"), hereby establishes a
long-term incentive plan to be known as the "Aurora Foods Inc. Executive Long
Term Incentive Plan" (hereinafter referred to as the "Plan), as set forth in
this document. The Plan permits the grant of Cash-Based Awards to Participants
for sustained business performance over successive three (3) year periods.

         The Plan shall become effective as of January 1, 2002 (the "Effective
Date") and shall remain in effect as provided in Section 1.3 hereof.

         1.2 Objectives of the Plan. The objectives of the Plan are to reward
sustained business performance over successive three year cycles and to provide
competitive based compensation to Participants.

         1.3 Duration of the Plan. The Plan shall commence as of the Effective
Date and shall remain in effect until such time as the Board of Directors shall
amend or terminate the Plan.

Article 2.   Definitions

         Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized.

         2.1 "Affiliate" means any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

         2.2 "Award Agreement" means an agreement entered into by the Company
and each Participant setting forth the terms and provisions applicable to
Cash-Based Awards granted under this Plan.

         2.3 "Beneficial Owner" or "Beneficial Ownership" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.

         2.4 "Board" or "Board of Directors" means the Board of Directors of the
Company.

         2.5 "Cash-Based Award" means a right as determined by the Board to
receive a deferred payment of cash based on sustained business performance
during a Performance Period as provided in Article 4 hereof.

         2.6 "Cause" means with respect to any Participant: (A) the willful and
continued failure of the Participant to perform substantially the Participant's
duties with the Company (other than any such failure resulting from incapacity
due to physical or mental illness), after a

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written demand for substantial performance is delivered by the Company to the
Participant which specifically identifies the manner in which the Participant
has not substantially performed the Participant's duties, or (B) the willful
engaging by the Participant in illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Company. For purposes of this
definition, no act or failure to act on the part of the Participant shall be
considered "willful" unless it is done, or omitted to be done, by the
Participant in bad faith or without reasonable belief that the Participant's
action or omission was in the best interests of the Company.

         2.7 "Change in Control" of the Company shall be deemed to have occurred
as of the first day that any one or more of the following conditions shall have
been satisfied.

         (a) Any corporation, person or other entity (other than the Company, a
majority-owned Subsidiary of the Company, any employee benefit plan maintained
by the Company or any of its Subsidiaries or members of the Board on the date
the Plan is approved by the stockholders of the Company), including a "group" as
defined in Section 13(d)(3) of the Exchange Act becomes the Beneficial Owner of
stock representing more that twenty-five percent (25%) of the voting power of
the Company (other than by consolidation or merger); or

         (b) Within any twenty-four (24) consecutive month period, persons who
were members of the Board immediately prior to such twenty-four (24) month
period, together with any persons who were first elected as Directors (other
than as a result of any settlement or proxy or consent solicitation contest or
any action taken to avoid such a contest) during such twenty-four (24) month
period by or upon the recommendation of persons who were members of the Board
immediately prior to such twenty-four (24) month period and who constituted a
majority of the Board at the time of such election, cease to constitute a
majority of the Board.

         2.8  "Code" means the Internal Revenue Code of 1986, as amended.

         2.9  "Committee" means the Human Resource Committee of the Board of
Directors.

         2.10 "Company" means Aurora Foods Inc., a Delaware corporation, and any
successor thereto as provided in Section 12.5
hereof.

         2.12 "Covered Employee" means a Participant who, as of the date of
payment of a Cash-Based Award is one of the group of "covered employees" as
defined in the regulations promulgated under Code Section 162(m), or any
successor statute.

         2.13 "Director" means any individual who is a member of the Board of
Directors of the Company; provided, however, that any Director who is employed
by the Company shall be considered an Employee under the Plan.

         2.14 "Disability" shall have the meaning ascribed to such term in the
Participant's governing long-term disability plan, or if no such plan exists, as
determined by the Board in good faith upon receipt and reliance on sufficient
competent medical advice.

         2.15 "Effective Date" shall have the meaning ascribed to such term in
Section 1.1 hereof.

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         2.16 "Employee" means any employee of the Company or its Subsidiaries
or Affiliates.

         2.17 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.18 "Executive Officers" means those officers designated as executive
officers by the Board for purposes of the Exchange Act.

         2.19 "Participant" means an Employee who has been selected to receive a
Cash-Based Award or who has outstanding a Cash-Based Award granted under the
Plan.

         2.20 "Performance Period" means a three year period during which
certain performance goals set by the Board are to be met.

         2.21 "Person" shall have the meaning ascribed to such term in Section
3(a) (9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d) thereof.

         2.22 "Plan" means this Aurora Foods Inc. Executive Long-Term Incentive
Plan.

         2.23 "Retirement" means termination of employment with eligibility for
normal, early or disability retirement benefits under the terms of any pension
or retirement plan adopted by the Company and specified by the Board, as amended
and in effect at the time of such termination of employment.

         2.24 "Subsidiary" means any corporation, partnership, joint venture, or
other entity in which the Company has a majority voting interest, whether now or
hereafter existing, as that term is defined in sections 424(f) of the Code.

Article 3.    Administration

         3.1  General. The Board shall administer the Plan unless and until the
Board delegates administration to the Committee, as provided in Section 3.3
hereof.

         3.2  Power of the Board. The Board shall have the power, subject to,
and within the limitations of, the express provisions of the Plan:

              (i)  To determine from time to time which of the Employees shall
                   be granted Cash-Based Awards; when and how each Cash-Based
                   Award shall be granted; the provisions of each Cash-Based
                   Award granted (which need not be identical), including the
                   applicable performance goals, the time or times when a person
                   shall be permitted to receive cash pursuant to a Cash-Based
                   Award; and the amount of cash with respect to which a
                   Cash-Based Award shall be granted to each such person;

              (ii) To construe and interpret the Plan and the Cash-Based Awards
                   granted under it, and to establish, amend and revoke rules
                   and regulations for its

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                     administration. The Board, in the exercise of this power,
                     may correct any defect, omission or inconsistency in the
                     Plan or in any Award Agreement, in a manner and to the
                     extent it shall deem necessary or expedient to make the
                     Plan fully effective;

              (iii)  To amend the Plan or a Cash-Based Award as provided in
                     Article 11;

              (iv)   To terminate or suspend the Plan as provided in Article 11;
                     and

              (v)    Generally, to exercise such powers and to perform such acts
                     as the Board deems necessary or expedient to promote the
                     best interests of the Company which are not in conflict
                     with the provisions of the Plan.

         3.3  Delegation to Committee. The Board may delegate administration of
the Plan to the Committee. If administration is delegated to the Committee, the
Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may revest in the Board the administration of the
Plan at any time. Notwithstanding the foregoing, any grant of a Cash-Based Award
to an Executive Officer must be made by the Board.

         3.4  Decisions Binding. All determinations and decisions made by the
Board pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive, and binding on all persons,
including the Company, its stockholders, Directors, Employees, Participants, and
their estates and beneficiaries.

Article 4. Cash-Based Awards, Performance Periods and Eligibility.

         4.1  Cash-Based Awards. Cash-Based Awards shall consist of monetary
units to be paid in cash in the event that certain performance goals established
by the Board are achieved during a specified Performance Period. The goals
established by the Board may include any one or more of the following: earnings
of the Company before interest, taxes, depreciation and amortization; continued
service with the Company; return on average total capital employed; earnings per
share; or such other goals as may be established by the Board. The Board retains
the discretion to adjust the goals and the Cash-Based Awards to take into
account the effects of acquisitions and divestitures. In the event the minimum
goal is not achieved at the conclusion of the specified Performance Period, no
payment shall be made to the Participant. Payment of the earned Cash-Based Award
shall be in cash at the time set forth in Article 7 hereof in a single sum or in
periodic installments as the Board in its sole discretion determines. Pursuant
to Section 8 hereof, Participants shall be permitted to defer any earned
Cash-Based Awards, at the Participant's election, to a non-qualified deferred
compensation plan.

         4.2  Performance Periods. The first Performance Period under the Plan
shall commence on January 1, 2002 and end on December 31, 2004; the second
Performance Period

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shall commence on January 1, 2003 and end on December 31, 2005; and so forth for
so long as the Board shall determine.

         4.3  Eligibility. Cash-Based Awards may only be granted to Employees
who execute Award Agreements.

Article 5.    Termination of Employment

         5.1  In the event a Participant voluntarily terminates his employment
for any reason (other than death, Disability or Retirement or pursuant to
Section 5.3 hereof) or is terminated for Cause prior to the end of any
Performance Period, the Cash-Based Award for that Performance Period shall
terminate and no payment shall be made to the Participant.

         5.2  In the event of the death, Disability or Retirement of a
Participant after the second year and prior to the end of any Performance
Period, the Participant or the Participant's estate shall receive cash payments
for the Cash-Based Awards at the time set forth in Article 7 hereof for each
Performance Period in a pro rata amount based on (i) the length of time that has
elapsed for each Performance Period as of the date of death or disability and
(ii) the actual achievement of each performance goal, other than continued
service with the Company, based on the Company's performance during each such
Performance Period.

         5.3  In the event a Participant's employment is terminated due to a
reduction in work force (as determined by the Board) after the second year and
prior to the end of any Performance Period, the Participant shall receive cash
payments for the Cash-Based Awards at the time set forth in Article 7 hereof for
each Performance Period in a pro rata amount based on (i) the length of time
that has elapsed for each Performance Period as of the date of termination and
(ii) the actual achievement of each performance goal other than continued
service with the Company.

Article 6     Cash-Based Award Funding

         Amounts used to fund the payment of Cash-Based Awards pursuant to the
Plan will not be segregated by the Company in any way and will be subject to
attachment by the Company's general creditors.

Article 7.    Timing of Cash-Based Award Payments

         Except as otherwise provided in the Award Agreement, the Board shall
certify achievement of the performance goals for Cash-Based Awards at its
meeting following receipt of the Company's audited financial statements for the
Performance Period for such Cash-Based Awards and shall direct the payment of
such Cash-Based Awards, in a single sum or in periodic installments, within
forty-five days of such Board meeting.

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Article 8.    Deferrals

         Prior to the end of the first year of any Performance Period, a
Participant may defer up to 100% of the Cash-Based Award for such Performance
Period to a non-qualified deferral plan of the Company in accordance with terms
and conditions established by the Board. Notwithstanding the foregoing,
deferrals of Cash-Based Awards not paid prior to or upon termination of
employment shall terminate.

Article 9.    No Employment or Participation Rights

         Nothing in the Plan, any Award Agreement or other document executed or
Cash-Based Award granted pursuant thereto shall confer upon any Participant any
right to continue to serve the Company or an Affiliate in the capacity in effect
at the time the Cash-Based Award was granted or shall affect the right of the
Company or an Affiliate to terminate the employment of a Participant with or
without notice and for any reason. No Employee shall have the right to be
selected as a Participant in this Plan, or, having been so selected in one
Performance Period, to be selected in a future Performance Period.

Article 10.   Change in Control

         10.1 Treatment of Outstanding Cash-Based Awards. Upon the occurrence of
a Change in Control, unless (a) otherwise specifically prohibited under
applicable laws, or by the rules and regulations of any governing governmental
agencies or national securities exchanges, or (b) otherwise provided in the
Award Agreement, all outstanding Cash-Based Awards shall be deemed to have been
earned as of the effective date of the Change in Control. Notwithstanding any
other provision of this Plan or of any Award Agreement, Participants shall
receive cash payments within thirty days following the effective date of the
Change in Control, in amount based on (i) the length of time that has elapsed
for each Performance Period as of the effective date of the Change in Control
and (ii) the deemed achievement of all performance goals to the fullest extent
permitted by the Award Agreement.

         10.2 Termination, Amendment, and Modifications of Change-in-Control
Provisions. Notwithstanding any other provision of this Plan or of any Award
Agreement, the provisions of this Article 10 may not be terminated, amended, or
modified on or after the date of a Change in Control to adversely affect any
Cash-Based Award theretofore granted under the Plan without the prior written
consent to the Participant with respect to said Participant's outstanding
Cash-Based Awards; provided, however, the Board may terminate, amend, or modify
this Article 10 at any time and from time to time prior to the date of a Change
in Control.

Article 11.   Amendment, Modification, and Termination

         11.1 Amendment, Modification, Suspension and Termination. Subject to
the terms of the Plan, the Board may at any time and from time to time, amend,
modify, suspend, or terminate the Plan in whole or in part.

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         11.2 Adjustment of Cash-Based Awards. The Board may make adjustments in
the terms and conditions of, and the performance goals for, Cash-Based Awards
(including, without limitation, the provisions of Article 10 hereof) whenever
the Board determines that such adjustments are appropriate in order to reflect
acquisitions, divestitures, changes in external factors affecting the Company
and similar circumstances so as to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan.

         11.3 Compliance with Code Section 162(m). Notwithstanding anything
contained hereof to the contrary, in the event that a Cash-Based Award shall be
ineligible for treatment as "other performance based compensation" under Section
162(m) of the Code, the Board, in its sole discretion, shall have the right,
with respect to any Executive Officer who is, in the year any Cash-Based Award
becomes deductible by the Company a Covered Employee, to defer, in whole or in
part, such Executive Officer's receipt of such Cash-Based Award until the
Executive Officer is no longer a Covered Employee or until such time as shall be
determined by the Board; provided, however, that the Board may effect such a
deferral only in a situation in which the Company would be prohibited a
deduction under Section 162(m) and such deferral shall be limited to the portion
of the Cash-Based Award that is not deductible.

         11.4 Stockholder Approval. The Board may, in its sole discretion,
submit the Plan for stockholder approval, including, but not limited to,
amendments to the Plan intended to satisfy the requirements of Section 162(m) of
the Code and the regulations thereunder regarding the exclusion of
performance-based compensation from the limit on deductibility of compensation
paid to Covered Employees.

Article 12.   General Provisions.

         12.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         12.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

         12.3 Tax Withholding. The Company shall have the power and right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising under the Plan.

         12.4 Beneficiary Designation. Each Participant under the Plan may, from
time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his death before he or she receives any or all such benefit. Each
such designation shall revoke all prior designations by the same Participant,
shall be in a form prescribed by the Company, and will be effective only when
filed by the Participant in writing with the Company during the Participant's
lifetime. In the absence

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of any such designation, benefits remaining unpaid at the Participant's death
shall be paid to the Participant's estate.

         12.5 Successors. All obligations of the Company under the Plan with
respect to Cash-Based Award granted hereunder shall be binding on any successor
to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.

         12.6 Requirements of Law. The granting of Cash-Based Awards under the
Plan shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.

         12.7 Governing Law. The Plan and each Award Agreement shall be governed
by the laws of the State of Delaware, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of
the Plan to the substantive law of another jurisdiction.

         This Plan is hereby adopted by the Board of Directors of the Company as
of the first day of January, 2002.

Aurora Foods Inc.

By:    /s/ Paul Graven
       --------------------------
Name:  Paul Graven
Title: Senior Vice President-Human Resources

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