Exhibit 10.2


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 31,
2008, by and between B&G FOODS, INC. (hereinafter the “Corporation”)
and ROBERT C. CANTWELL (hereinafter “Cantwell”).


 


WHEREAS, Cantwell and the Corporation entered into that certain
Employment Agreement, as amended by a First Amendment dated October 13,
2004 (the “Original Agreement”);


 


WHEREAS, Cantwell and the Corporation desire to amend and restate the
Original Agreement in its entirety as set forth herein.


 


NOW THEREFORE, in consideration of the material advantages accruing to
the two parties and the mutual covenants contained herein, the Corporation and Cantwell
agree with each other to amend and restate the Original Agreement, and the
Original Agreement is hereby amended and restated in its entirety as follows


 


1.                                       Effective Date.  For purposes of this Agreement, the “Effective
Date” shall mean December 31, 2008.


 


2.                                       Employment. Cantwell 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 Finance and
Chief Financial Officer 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
Finance and Chief Financial Officer 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 finance and
chief financial officer of a similar business corporation engaged in a similar
enterprise. Cantwell 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.  Cantwell
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 Cantwell
understand and agree that if and when the Corporation so directs, Cantwell
shall also provide services to any subsidiary or other Affiliate (as defined
below) by virtue of his employment under this Agreement.  If so directed, Cantwell agrees to serve as Executive
Vice President of Finance and Chief Financial Officer 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, Cantwell
shall no longer provide such services to the subsidiary or other Affiliate. The
parties recognize and agree that Cantwell 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 Cantwell’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 Finance and Chief Financial Officer required
under this Agreement, the Corporation agrees to pay Cantwell an annual base
salary of Three Hundred Thirty-Eight Thousand Dollars ($338,000), 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 Cantwell’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. Cantwell 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 Cantwell the following:


 


(a)                                  Incentive
Compensation. Cantwell 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 Cantwell’s
base salary on the last day of the Annual Bonus Plan performance period. The
percentages of base salary that Cantwell 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, Cantwell
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. Cantwell
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


 


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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. Cantwell 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. Cantwell, 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. Cantwell 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 Cantwell
with a monthly automobile allowance of $833.33 and to provide for the use by Cantwell
of a cellular telephone at the Corporation’s expense.


 


(g)                                 Liability
Insurance. The Corporation agrees to insure Cantwell 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 Finance and
Chief Financial Officer throughout the Term.


 


(h)                                 Professional
Meetings and Conferences. Cantwell will be permitted
to be absent from the Corporation’s facilities during working days to attend
professional meetings and such continuing education programs as are necessary
for Cantwell to maintain such professional licenses and certifications as are
required in the performance of his duties under this Agreement, 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
programs and accomplishment of approved professional duties shall be fully
compensated service time and shall not be considered vacation time. The
Corporation shall reimburse Cantwell for all reasonable expenses incurred by
him incident to attendance at approved professional meetings and continuing
education programs, and such reasonable entertainment expenses incurred by Cantwell
in furtherance of the Corporation’s interests; provided, however, that such
reimbursement is approved by the Chief Executive Officer of the Corporation.


 


(i)                                     Registration
Fees and Professional Dues. The Corporation shall
reimburse Cantwell for registration fees for such professional licenses and
certifications as are required in the performance of his duties under this
Agreement, including certified public accountant registration fees for the
States of New Jersey and New York.  In
addition, the Corporation agrees to pay dues and expenses to professional
associations and societies and to such community and service organizations of
which Cantwell is a member provided such dues and expenses are approved by the
Chief Executive Officer as being in the best interests of the Corporation.


 


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(j)                                     Life Insurance. The
Corporation shall provide Cantwell 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 Cantwell 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 Cantwell’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, Cantwell 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 Cantwell 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.


 


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(iii)                               Cantwell 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 Cantwell’s
discretion. If during the Severance Period Cantwell 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 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 Cantwell of a general release, in form
and substance satisfactory to Cantwell and the Corporation.  The Corporation will provide Cantwell 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 Section 7(a), or at or as soon as
administratively practicable following the expiration of the Corporation’s
right to cure provided in Section 7(d) or Section 9, but not
later than twenty-one (21) days before the date payments are required to be
begin under Section 7(a).  Cantwell
shall deliver the executed release to the Corporation eight days before the
date payments are required to begin under Section 7(a).


 


Without limiting the foregoing, such general release shall provide that
for and in consideration of the above Salary Continuation and Other Benefits, Cantwell
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 Cantwell
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 Cantwell for the compensation owed for said notice
period and in any such event Cantwell’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 Cantwell’s
authority or duties so as to effectively prevent him from performing the duties
of the Executive Vice President of Finance and Chief Financial Officer 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 Cantwell
may, at his option and upon written notice to the Board


 


5

















 


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 Section 7(a),
unless within thirty (30) days after delivery of such notice, Cantwell’s duties
have been restored.


 


(e)                                  Disability.


 


(i)                                     The
Corporation, in its sole discretion, may terminate Cantwell’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 Section 7(a), provided
however, that the annual base salary component of Salary Continuation shall be
reduced by any amounts paid to Cantwell 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 Cantwell
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 Cantwell from the performance of his duties shall be made by the
Board of Directors in its discretion. If requested by the Board of Directors, Cantwell
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 Cantwell, 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 Cantwell 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 Cantwell 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 Cantwell
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 Cantwell
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 Cantwell’s taxable year following the taxable year for which the
Excise Tax is due.


 


8.                                       Termination for
Cause. Cantwell’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 Cantwell’s employment; habitual unexcused absence from


 


6

















 


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 Cantwell
written notice specifying the effective date of such termination. Upon the
effective date of such termination, any and all payments and benefits due Cantwell
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 Cantwell is not the Executive Vice President of Finance
and Chief Financial Officer 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 Cantwell shall have the
right to terminate his employment under this Agreement and shall be entitled to
the benefits set forth in Section 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.  Cantwell 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 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.  Cantwell agrees that during (i) the
Term; (ii) the one (1) year period following the effective date of
termination of this Agreement by Cantwell 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.  Cantwell agrees that his entitlement to the
benefits set forth in Section 7(a) above is contingent upon his
compliance with the requirements of this Paragraph.


 


7

















 


11.                                 Confidentiality
of Information. Cantwell 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”). Cantwell 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 Cantwell 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 Cantwell.


 


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
Cantwell, their respective successors and permitted assigns. The parties
recognize and acknowledge that this Agreement is a contract for the personal
services of Cantwell 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.


 


16.                                 Governing Law. This
Agreement 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 Cantwell to the payment of any tax penalty or interest under such
section.


 


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17.                                 Enforcing
Compliance. If Cantwell 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 Cantwell shall be
reimbursed wholly and completely by the Corporation if Cantwell 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
  Cantwell at:

  	
   

  	
  his
  then current address included in the employment records of the Corporation

  



 


19.                                 Other Terms
Relating to Code Section 409A.  Cantwell’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 Cantwell’s
taxable year following Cantwell’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 Section 7(a)(i)(2), 7(d), 7(e) or 9 for expenses for
medical coverage purchased by Cantwell, if made during the period of time Cantwell
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 Cantwell 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 Section 7(a)(i)(2), 7(d), 7(e) or
9 for reasonable expenses for outplacement services for Cantwell shall be
exempt from Code


 


9

















 


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 Cantwell’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 Cantwell’s
taxable year in 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 Cantwell’s involuntary termination of employment under Section 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) Cantwell’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 Cantwell’s
employment that are subject to Code section 409A (“Covered Payment”)
shall be delayed for six months following such termination of employment if Cantwell
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 Cantwell’s termination of employment to
the date of payment.  The interest rate
shall be determined as of the date of Cantwell’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 Cantwell’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 Cantwell (or Cantwell’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 Cantwell’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 Cantwell’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


 


10

















 


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.


 


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IN  WITNESS WHEREOF, the Corporation and Cantwell
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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROBERT
  C. CANTWELL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Robert C. Cantwell

  



 


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