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