Exhibit 10.13


    EMPLOYMENT
      AGREEMENT
      dated as
      of September 15, 2006, between Berry
      Plastics Corporation,
      a
      Delaware corporation (the “Company”),
      and
      the individual listed on Schedule 1 hereto (the “Employee”).
      

     

    The
      Employee is currently employed by the Company and possesses special and
      particular knowledge of the business, products and operations of the Company
      and
      of the industry in which it operates. The Company and the Employee now desire
      to
      set forth in writing the terms of the Employee’s employment by the Company upon
      the consummation of the Merger (as defined in the Agreement and Plan of Merger
      (the “Merger
      Agreement”),
      dated
      as of June 28, 2006, by and between BPC Holding Corporation, BPC Holding
      Acquisition Corp. (“BPC”),
      and
      BPC Acquisition Corp.).

     

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

     

    1. Employment.
      The
      Company hereby employs the Employee, and the Employee hereby accepts such
      employment by the Company, on the terms and subject to the conditions
      hereinafter set forth.

     

    1. Term.
      Subject
      to earlier termination as provided herein, the employment of the Employee
      hereunder shall commence on and subject to the occurrence of the Closing Date
      (as defined in the Merger Agreement) (the “Effective
      Date”),
      and
      terminate on the December 31, 2011 (the “Expiration
      Date”).
      Such
      period of employment is hereinafter referred to as the “Employment
      Period.”

     

    2. Duties.
      1)
      During
      the Employment Period, the Employee initially shall be employed by the Company
      at the position set forth on Schedule 1 hereto, and shall perform such duties
      and services for the Company consistent with such position as may be from time
      to time assigned to him by the Board of Directors of BPC. 

     

    (b) The
      Employee shall perform his duties and services hereunder at the offices of
      the
      Company in Evansville, Indiana, 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 Evansville, Indiana, 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.
      

     

    3. Time
      to be Devoted to Employment.
      Except
      for vacations in accordance with the Company’s vacation policies and absences
      due to temporary illness, during the Employment Period, the Employee shall
      devote all of his business time, attention and energies to the performance
      of
      his duties under this Agreement. During the Employment Period, the Employee
      shall not be engaged in any other business activity which, in the judgment
      of
      the Company,

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    conflicts
      with the duties of the Employee under this Agreement, whether or not such
      activity is pursued for gain, profit or other pecuniary advantage.

     

    4. Compensation;
      Reimbursement.

     

    (a) Base
      Salary.
      During
      the Employment Period, the Company shall pay to the Employee an annual base
      salary as set forth in Schedule 1 hereto, which
      shall be subject to review and, at the option of persons having authority
      regarding such matters at the Company, subject to increase (such salary, as
      the
      same may be increased 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 Company with respect to employees of the
      Company 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 Company (the “Programs”)
      generally available from time to time to employees of the Company 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 as are
      generally made available from time to time to other employees of the Company
      at
      substantially the same level of employment as the Employee. 

     

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

     

    5. Termination
      of Employment.

     

    (a) General.
      The
      Company may terminate the Employee’s employment hereunder at any time for any
      reason. The Employee may terminate his employment hereunder pursuant to a
      voluntary Termination or a Disability Termination. The Employee’s employment
      shall terminate automatically upon his death. Any termination of the Employee’s
      employment is referred to herein as a “Termination
      of Employment.”
      

     

    (b) Termination
      Notice.
      The
      Company or the Employee may initiate a Termination of Employment in any manner
      permitted hereunder by giving the other party written notice thereof (the
“Termination
      Notice”).
      

     

    (c) Termination
      Date.
      The
      effective date (the “Termination
      Date”)
      of any
      Termination of Employment shall be deemed to be the later of (i) the date on
      which the Termination Notice is given and (ii) the date specified as the
      effective date in the Termination Notice; provided,
      however,
      that in
      the case of the Employee’s death, the Termination Date shall

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    be
      his
      date of death. 

     

    6. Termination
      for Cause.
      Any
      Termination of Employment initiated by the Company upon the occurrence of an
      event that constitutes Cause shall be a “Termination
      for Cause.”
For
      purposes of this Agreement, “Cause”
shall
      mean the Employee’s (i) willful misconduct with respect to the business and
      affairs of the Company or any subsidiary or affiliate thereof, insubordination
      or willful neglect of duties (other than neglect due solely to the Employee’s
      illness or other involuntary mental or physical disability), including the
      Employee’s violation of any material Company policy, (ii) material breach of any
      of the provisions of this Agreement or (iii) conviction for a crime involving
      moral turpitude or fraud. In the event of a Termination for Cause, the
      Termination Notice must state that the Termination of Employment is for
      Cause.

     

    7. Termination
      Without Cause.
      Any
      Termination of Employment initiated by the Company (other than a Termination
      for
      Cause), the Employee’s death and a Disability Termination shall each be a
“Termination
      Without Cause.”
      

     

    8. Death
      or Disability Termination.
      Any
      Termination of Employment resulting from the Employee’s Disability (as
      hereinafter defined) shall be a Disability Termination. For purposes of this
      Agreement, the term “Employee’s
      Disability”
shall
      mean the Employee’s illness or other involuntary physical or mental disability
      which prevents the Employee from performing his duties for a period of 90 days
      in any 360-day period. In the event of a Disability Termination, the Termination
      Notice must state that the Termination of Employment is a Disability
      Termination. 

     

    9. Other
      Termination by the Employee.
      Any
      Termination of Employment initiated by the Employee (other than a Termination
      of
      Employment resulting from the Employee’s death or pursuant to Disability
      Termination) shall be a “Voluntary
      Termination.”
      

     

    10. Effect
      of Termination of Employment.
      In the
      event of a Termination of Employment, neither the Employee nor his estate or
      beneficiaries shall have any further rights or claims against the Company under
      this Agreement except the right to receive:

     

    (a) the
      portion of the Base Salary which accrued with respect to the period prior to
      the
      Termination Date but which remained unpaid as of the Termination Date;


     

    (b) the
      aggregate amount of Reimbursable Expenses which were incurred prior to the
      Termination Date but which were not reimbursed by the Company as provided in
      Section 5(d) prior to the Termination Date; and

     

    (c) any
      other
      benefits, including, without limitation, any accrued vacation payable in
      accordance with the policies of the Company from time to time in effect for
      the
      officers of the Company; and 

     

    provided,
      however,
      that if
      the Termination of Employment is pursuant to a Termination Without Cause or
      a
      Resignation for Good Reason (as defined in paragraph (e) below), then, in
      addition to the amounts computed pursuant to Sections 11(a) through 11(c),
      the
      Employee shall have the right to receive as severance compensation an amount
      equal to the pro-rata portion of the

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    applicable
      bonus provided for in Section 5(b) plus the greater of (A) 100% of one year’s
      Base Salary (as of the Termination Date) to be paid until the later to occur
      of
      (x) the second anniversary of the Effective Date and (y) the first anniversary
      of the Termination Date and (B) 1/12th of one year’s Base Salary (as of the
      Termination Date) for each year (not to exceed 30 years in the aggregate) that
      the Employee was employed by the Company (and its predecessors-in-interest),
      the
      amount referred to in clause (A) or (B), as the case may be, to be payable
      at
      the same times at which and in the same manner in which the Base Salary would
      have been payable to the Employee had the Termination of Employment not occurred
      (the amount payable by the Company to the Employee pursuant to this proviso
      being hereinafter referred to as the “Severance
      Compensation”);
      provided further,
      however,
      in the
      event that, at any time after the Expiration Date, there occurs a Termination
      of
      Employment pursuant to a Termination Without Cause, the Company shall pay the
      Severance Compensation to the Employee as if the Expiration Date had not
      occurred.

     

    (d) Upon
      the
      termination of the Employee’s employment by reason of “retirement” (as defined
      in the Company’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 Company
      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 Company 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 Company shall take all
      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.

     

    (e) For
      purposes of this Section 11, “Resignation
      for Good Reason”
means
      the Employee’s resignation as a result of Employee’s reassignment to an office
      location greater than 25 miles from the office location Employee utilized as
      of
      the Effective Date.

     

    11. Nondisclosure
      of Confidential Information.
      The
      Employee shall not, at any time during or after the Employment Period, (i)
      disclose to any person, firm, corporation, association or other entity, except
      as required by law, any Confidential Information (as hereinafter defined) for
      any reason or purpose whatsoever or (ii) make use of any Confidential
      Information for his own purpose or for the benefit of any other person, firm,
      corporation, association or other entity except the Company or any subsidiary
      or
      affiliate thereof. For purposes of this Agreement, the term “Confidential
      Information”
shall
      mean any information concerning the business, clients or affairs of the Company
      or any subsidiary or affiliate thereof, including, without limitation, any
      technical or nontechnical data, formulae (including cost and/or pricing
      formulae), devices, methods (including cost and/or pricing methods and operating
      methods), techniques, processes, financial data (including marketing information
      and strategies and personnel data) and lists of

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    actual
      or
      potential customers or suppliers; provided,
      however,
      that
      Confidential Information shall not include (i) information which is in the
      public domain at the time of receipt thereof by the Employee, (ii) information
      which, after receipt thereof by the Employee, becomes part of the public domain
      through no act or omission of the Employee and (iii) information which was
      lawfully within the Employee’s possession prior to the initial commencement of
      the Employee’s association with the Company or any subsidiary or affiliate
      thereof. 

     

    12. Restrictive
      Covenants.
      2)
      The
      Employee acknowledges and recognizes that during the Employment Period he will
      be privy to Confidential Information and further acknowledges and recognizes
      that the Company 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), without the prior written consent
      of
      the Company, the Employee shall not, at any time during the employer/employee
      relationship between the Company and the Employee and for the period of time
      beginning with the termination of such employer/employee relationship for any
      reason (including by the Employee for Good Reason and or by the Company for
      Cause) and the date on which the final payment of Severance Compensation would
      have been made to the Employee by the Company if such termination had been
      a
      Termination Without Cause, (i) directly or indirectly engage in, represent
      in
      any way, or be connected with, any Competing Business directly competing with
      the business of the Company or any subsidiary or affiliate thereof within any
      state in which the Company or any such subsidiary or affiliate transacts
      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 Company or any subsidiary
      or affiliate thereof to terminate their employment with the Company or any
      such
      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 Company or any subsidiary thereof; or (iv) induce any entity
      or
      person with which the Company or any 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 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 Company, (B) any of the products
      manufactured, sold or distributed by the Company or (C) any products or business
      being developed or conducted by the Company.

     

    (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 Company or any
      subsidiary or affiliate thereof, but he nevertheless believes that he has
      received and will receive sufficient consideration and other benefits as an
      employee of the Company 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 from earning a living.


     

    13. Right
      to Inventions.
      The
      Employee shall promptly disclose, grant and assign to the Company for its sole
      use and benefit any and all inventions, improvements, technical information
      and
      suggestions reasonably relating to the business of the Company or
      any

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    subsidiary
      or affiliate thereof (collectively, the “Inventions”)
      which
      the Employee may develop or acquire during the Employment Period (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 Company, and the Company 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 Company any rights the Employee may have in
      or
      acquire to the Inventions; 

     

    (c) the
      Employee shall, at the expense of the company, promptly execute and deliver
      such
      applications, assignments, descriptions and other instruments as may be
      necessary or proper in the opinion of the Company to vest title to the
      Inventions and any patent applications, patents, copyrights, reissues or other
      proprietary rights related thereto in the Company 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 Company, 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
      Company may be involved relating to the Inventions.

     

    14. Notices.
      All
      notices or other communications which are required or permitted hereunder shall
      be in writing and shall be deemed to have been given if (a) personally delivered
      or sent by telecopier, (b) sent by nationally-recognized overnight courier
      or
      (c) sent by registered or certified mail, postage prepaid, return receipt
      requested, addressed as follows: 

     

    if
      to the
      Employee, to the last known address on record at the Company.

     

    if
      to the
      Company, to:

     

    Berry
      Plastics Corporation

    c/o
      General Counsel

    101
      Oakley Street

    Evansville,
      IN 47710

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to each other party in writing in accordance herewith. Any such communication
      shall be deemed to have been received (i) when delivered, if personally
      delivered, sent by telecopier or sent by nationally-recognized, overnight
      courier and (ii) on the third Business Day following the date on which the
      piece
      of mail containing such communication is posted, if sent by mail. As used
      herein, the term “Business
      Day”
means
      a
      day that is not a Saturday, a Sunday or a day on which banking institutions
      in
      the city to which the notice or communication is to be sent are not required
      to
      be open.

     

    15. Entire
      Agreement; Amendments.
      This
      Agreement contains the entire agreement between the parties hereto with respect
      to the subject matter hereof and supersedes all prior or contemporaneous
      negotiations, correspondence, understandings and agreements between the parties
      with respect thereto. This Agreement may be amended only by an agreement in
      writing signed by both parties hereto.

     

    16. Assignment;
      Successors; Benefits of Agreement.
      This
      Agreement is personal in its nature and neither party hereto shall, without
      the
      consent of the other, assign or transfer this Agreement or any rights or
      obligations hereunder. The provisions of this Agreement shall be binding upon
      and inure to the benefit of the respective heirs, beneficiaries, executors
      and
      administrators and successors and permitted assigns of the parties hereto.
      

     

    17. Waiver
      of Breach.
      A
      waiver of any breach of any provision of this Agreement shall not constitute
      or
      operate as a waiver of any other breach of such provision or of any other
      provision, and any failure to enforce any provision hereof shall not operate
      as
      a waiver of such provision or of any other provision. 

     

    18. Execution
      in Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument.

     

    19. Headings.
      The
      headings of sections in this Agreement are for convenience only, are not a
      part
      of this Agreement and shall not affect the construction of the provisions of
      this Agreement. 

     

    20. Governing
      Law.
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the State of Indiana without giving effect to principles of
      conflicts of laws.

     

    21. Enforceability.
      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.

     

    22. Survival.
      Sections 11 through 22, this Section 23 and the defined terms used in any
      section referred to in this Section 23, shall survive the termination of the
      Employee’s employment on the Termination Date and the expiration of this
      Employment Agreement on the Expiration Date. 

     

    


     

    


     

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

     

    BERRY
      PLASTICS CORPORATION

     

    By:_____________________________________

       Name:


       Title:
      

     

    


     

    EMPLOYEE

     

    By: _______________________________________

       Ira
      G.
      Boots

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

    


    
      	
              Employee

            	
              Ira
                G. Boots

            
	
              Position

            	
              President
                and Chief Executive Officer

            
	
              [Office/Headquarters]

            	
              101
                Oakley Street

              Evansville,
                Indiana

            
	
              Annual
                Base Salary

            	
              $650,000