Exhibit 10.3


 


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 VANESSA E. MASKAL (hereinafter “Maskal”).


 


WHEREAS, Maskal and the Corporation entered into that certain Employment
Agreement, dated as of March 6, 2007 (the “Original Agreement”);


 


WHEREAS, Maskal 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 Maskal
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. Maskal 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 Sales and Marketing under the terms and conditions of this Agreement.  She will at all times, faithfully, industriously
and to the best of her ability, perform all duties that may be required of her
by virtue of her position as Executive Vice President of Sales and Marketing 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 sales and marketing of a similar business corporation engaged in a similar
enterprise. Maskal 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.  Maskal 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 Maskal understand and
agree that if and when the Corporation so directs, Maskal shall also provide
services to any subsidiary or other Affiliate (as defined below) by virtue of her
employment under this Agreement.  If so
directed, Maskal agrees to serve as Executive Vice President of Sales and
Marketing of such subsidiary or other Affiliate of the Corporation, as a
condition of her employment under this Agreement, and upon the termination of her
employment under this Agreement, Maskal shall no longer provide such services
to the subsidiary or other Affiliate. The parties recognize and agree that Maskal
shall perform such services as part of her overall professional services to the
Corporation but that in certain circumstances approved by the Corporation she
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 Maskal’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 Sales and Marketing required under this
Agreement, the Corporation agrees to pay Maskal an annual base salary of Two
Hundred Fifty-Five Thousand Dollars ($255,000), or such higher figure as may be
determined at an annual review of her performance and compensation by the
Compensation Committee of the Board of Directors.  The annual review of Maskal’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. Maskal may choose to select a portion of her 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 her base
salary, the Corporation shall provide Maskal the following:


 


(a)                                  Incentive Compensation. Maskal 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 Maskal’s
base salary on the last day of the Annual Bonus Plan performance period. The
percentages of base salary that Maskal 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, Maskal
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. Maskal shall be entitled to four (4) weeks of compensated
vacation time during each year, to be taken at times mutually agreed upon
between her and the Chief Executive Officer of the Corporation.  Vacation accrual shall be limited to the
amount stated in the Corporation’s policies currently in effect, as amended
from time to time.


 


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(c)                                  Sick Leave and Disability. Maskal 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. Maskal, her spouse, and her 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. Maskal 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 Maskal
with a monthly automobile allowance of $833.33 and to provide for the use by Maskal
of a cellular telephone at the Corporation’s expense.


 


(g)                                 Liability Insurance. The Corporation agrees to insure Maskal
under the appropriate liability insurance policies, in accordance with the
Corporation’s policies and procedures, for all acts done by her within the
scope of her authority in good faith as Executive Vice President of Sales and
Marketing throughout the Term.


 


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


 


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


 


(j)                                     Life Insurance. The Corporation shall provide Maskal 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 Maskal for
reasonable expenses incurred by her in connection with the conduct of business
of the Corporation and its subsidiaries or other Affiliates.


 


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7.                                       Termination Without Cause.


 


(a)                                  By the Corporation. The Corporation may, in its discretion,
terminate Maskal’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, Maskal
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 her 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 her, her spouse and her 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 her 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 she 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 Maskal
accepts other employment during the Severance Period, the Corporation shall
continue the Salary Continuation in force until the end of the Severance
Period. All Other Benefits described in subparagraph (i)(2) and the
benefit set forth in (i)(3), other than all accrued and vested benefits payable
under the Corporation’s employment and benefit policies, shall cease.


 


(iii)                               Maskal 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 Maskal’s discretion. If during the
Severance Period Maskal is receiving all or any part of the benefits set forth
in subparagraph (i) above and she should die, then Salary Continuation
remaining during the Severance Period shall be paid fully and completely to her
spouse or such individual designated by her or if no such person is designated
to her 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


 


4

















 


execution and delivery by Maskal
of a general release, in form and substance satisfactory to Maskal and the
Corporation.  The Corporation will
provide Maskal 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).  Maskal
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, Maskal
releases and gives up any and all claims and rights ensuing from her employment
and termination with the Corporation, which she may have against the
Corporation, a subsidiary or other Affiliate, their respective trustees,
officers, managers, employees and agents, arising from or related to her 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 Maskal in her discretion elect to terminate this Agreement, she
shall give the Corporation at least sixty (60) days prior written notice of her
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 Maskal for the compensation owed for said
notice period and in any such event Maskal’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 Maskal’s authority or duties so as to effectively prevent her from
performing the duties of the Executive Vice President of Sales and Marketing as
defined in this Agreement, or requires that her 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
Maskal may, at her option and upon written notice to the Board of Directors
within thirty (30) days after the Board’s or Chief Executive Officer’s action,
consider herself terminated without cause and entitled to the benefits set
forth in Section 7(a), unless within thirty (30) days after delivery of
such notice, Maskal’s duties have been restored.


 


(e)                                  Disability.


 


(i)                                     The Corporation, in its sole discretion, may
terminate Maskal’s employment upon her Total Disability. In the event she is
terminated pursuant to this subparagraph, she 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


 


5

















 


paid to Maskal 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 Maskal from performing her duties under this contract
for at least four (4) consecutive months. The determination of whether or
not a physical or mental condition would prevent Maskal from the performance of
her duties shall be made by the Board of Directors in its discretion. If
requested by the Board of Directors, Maskal shall submit to a mental or
physical examination by an independent physician selected by the Corporation
and reasonably acceptable to her to assist the Board of Directors in its
determination, and her acceptance of such physician shall not be unreasonably
withheld or delayed.  Failure to comply
with this request shall prevent her from challenging the Board’s determination.


 


(f)                                    Retirement. The Corporation, in its sole discretion, may establish a retirement
policy for its executive employees, including Maskal, 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 Maskal 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 Maskal
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 Maskal 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 Maskal in the same economic position
that she 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 Maskal’s taxable year following
the taxable year for which the Excise Tax is due.


 


8.                                       Termination for Cause. Maskal’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 Maskal’s employment;
habitual unexcused absence from the facilities of the Corporation; habitual
substance abuse; willful disclosure of material confidential information of the
Corporation and/or its subsidiaries or other Affiliates; intentional violation
of conflicts of interest policies established by the Board of Directors; wanton
or willful failure to comply with the lawful written directions of the Board or
other superiors; and willful misconduct or gross negligence that results in
damage to the interests of the Corporation and its subsidiaries or other
Affiliates. Should any of these situations occur, the Board of Directors and/or
the Chief Executive Officer will provide Maskal written notice specifying the
effective date of such termination. Upon the effective date of such
termination, any and all payments and benefits due Maskal under this Agreement
shall cease except for any accrued and vested benefits payable


 


6

















 


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 Maskal is not the Executive Vice President
of Sales and Marketing 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 Maskal shall have the
right to terminate her 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.  Maskal shall provide the Corporation with
written notice of her desire to terminate her 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.  Maskal
agrees that during (i) the Term; (ii) the one (1) year period
following the effective date of termination of this Agreement by Maskal
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), she 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. 
Maskal agrees that her entitlement to the benefits set forth in Section 7(a) above
is contingent upon her compliance with the requirements of this Paragraph.


 


11.                                 Confidentiality of Information. Maskal recognizes and acknowledges that
during her employment by the Corporation, she will acquire certain proprietary
and confidential information relating to the business of the Corporation and
its subsidiaries or other Affiliates (the “Information”). Maskal agrees
that during the term of her employment under this Agreement and thereafter, for
any reason whatsoever, she shall not, directly or indirectly, except in the
proper course of exercising her duties under this Agreement, use for her 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 Maskal of the provisions of this Paragraph, the
Corporation shall be entitled to an injunction restraining her from violating
the provisions of this Paragraph. Notwithstanding the foregoing, nothing
contained herein shall be construed as


 


7

















 


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 Maskal.


 


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
Maskal, their respective successors and permitted assigns. The parties
recognize and acknowledge that this Agreement is a contract for the personal
services of Maskal and that this Agreement may not be assigned by her nor may
the services required of her 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 Maskal to the payment of
any tax penalty or interest under such section.


 


17.                                 Enforcing Compliance. If Maskal 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 Maskal shall be reimbursed
wholly and completely by the Corporation if Maskal 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


 


8

















 


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
  Maskal at:

  	
   

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

  



 


19.                                 Other Terms Relating to Code Section 409A. 
Maskal’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 Maskal’s taxable year following Maskal’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 Maskal, if
made during the period of time Maskal 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 Maskal 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 Maskal
shall be exempt from Code section 409A and the six-month delay in payment
described below pursuant to Treasury Regulation section 1.409A-1(b)(9)(v)(A).


 


(b)                                 Short-Term Deferrals.  It
is intended that payments made under this Agreement due to Maskal’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
Maskal’s taxable year in which her 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).


 


9

















 


(c)                                  Separation Pay Upon Involuntary Termination
of Employment.  It is intended that payments made under this
Agreement due to Maskal’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) Maskal’s annualized compensation for her taxable year
preceding the taxable year in which her 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 Maskal’s employment that are
subject to Code section 409A (“Covered Payment”) shall be delayed for
six months following such termination of employment if Maskal is a “specified
employee” on the date of her 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 Maskal’s termination of employment to the
date of payment.  The interest rate shall
be determined as of the date of Maskal’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 Maskal’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 Maskal (or
Maskal’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 Maskal’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 Maskal’s death occurs.


 


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


 


[Signatures on Next Page]


 


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IN  WITNESS WHEREOF, the Corporation and Maskal
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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VANESSA
  E. MASKAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Vanessa E. Maskal

  



 


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