Exhibit 10.5
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 SCOTT E.
LERNER (hereinafter "Lerner").
WHEREAS, Lerner and the Corporation entered into that certain Employment
Agreement dated as of July 18, 2005 (the "Original Agreement");
WHEREAS, Lerner 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 Lerner
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. LERNER 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, GENERAL COUNSEL AND
SECRETARY 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 HIS BY VIRTUE OF HIS POSITION AS EXECUTIVE VICE
PRESIDENT, GENERAL COUNSEL AND SECRETARY 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, GENERAL COUNSEL AND SECRETARY OF A SIMILAR BUSINESS CORPORATION
ENGAGED IN A SIMILAR ENTERPRISE. LERNER 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.
LERNER 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 LERNER UNDERSTAND AND AGREE THAT IF AND WHEN THE
CORPORATION SO DIRECTS, LERNER SHALL ALSO PROVIDE SERVICES TO ANY SUBSIDIARY OR
OTHER AFFILIATE (AS DEFINED BELOW) BY VIRTUE OF HIS EMPLOYMENT UNDER THIS
AGREEMENT.
IF SO DIRECTED, LERNER AGREES TO SERVE AS EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY 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, LERNER SHALL NO LONGER
PROVIDE SUCH SERVICES TO THE SUBSIDIARY OR OTHER AFFILIATE. THE PARTIES
RECOGNIZE AND AGREE THAT LERNER 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