Exhibit 10.18
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of March 6, 2007, by and between B&G FOODS, INC.
(hereinafter the "Corporation") and Vanessa E. Maskal (hereinafter "Maskal").
WHEREAS, subject to the terms of this Agreement, the Corporation desires to
secure the services of Maskal as Executive Vice President of Sales (hereinafter
"Executive Vice President of Sales"), and Maskal desires to accept such
employment.
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 as follows:
1.
EFFECTIVE DATE.
FOR PURPOSES OF THIS AGREEMENT, THE "EFFECTIVE
DATE" SHALL MEAN JANUARY 1, 2007.
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 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 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 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, THE
EXECUTIVE VICE PRESIDENT OF SALES 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 OF SUCH SUBSIDIARY OR OTHER AFFILIATE, INCLUDING, BUT NOT LIMITED TO,
THE PARENT CORPORATION, IF ANY, 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