CORPORATION WILL INCREASE THE COVERED PAYMENT TO
INCLUDE INTEREST PAYABLE ON SUCH COVERED PAYMENT AT THE INTEREST RATE DESCRIBED
BELOW FROM THE DATE OF HERBES' TERMINATION OF EMPLOYMENT TO THE DATE OF
PAYMENT.
THE INTEREST RATE SHALL BE DETERMINED AS OF THE DATE OF HERBES'
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 HERBES' 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 HERBES (OR HERBES' 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 HERBES' 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 HERBES' 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.
[Signatures on Next Page]
11
IN WITNESS WHEREOF, the Corporation and Herbes 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
WILLIAM F. HERBES
/s/ William F. Herbes
12