Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of July 18, 2005, by and between B&G FOODS, INC.,
(hereinafter "Corporation") and Scott E. Lerner (hereinafter "Lerner").
WHEREAS, subject to the terms of this Agreement, the Corporation desires to
secure the services of Lerner as Vice President, General Counsel and Secretary
(hereinafter "Vice President, General Counsel and Secretary"), and Lerner
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 Lerner
agree with each other as follows:
1.
EFFECTIVE DATE.
FOR PURPOSES OF THIS
AGREEMENT, THE "EFFECTIVE DATE" SHALL MEAN JULY 18, 2005.
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 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 HIM BY VIRTUE OF HIS POSITION AS 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 A 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, THE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 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 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY OF SUCH SUBSIDIARY OR
OTHER AFFILIATE, INCLUDING, BUT NOT LIMITED TO, THE PARENT CORPORATION, IF ANY,
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
IN THE INCOME OF SUCH CORPORATION OR ENTITY, OR THE POWER TO ELECT AT LEAST
FIFTY (50%)