Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of August 6, 2009, by and
between B&G FOODS, INC. (hereinafter the "Corporation") and WILLIAM F. HERBES
(hereinafter "Herbes").
WHEREAS, subject to the terms of this Agreement, Corporation desires to employ
Herbes as Executive Vice President of Operations, and Herbes 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 Herbes
agree with each other as follows
1.
EFFECTIVE DATE.
FOR PURPOSES OF THIS AGREEMENT, THE "EFFECTIVE
DATE" SHALL MEAN AUGUST 6, 2009.
2.
EMPLOYMENT. HERBES 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 OPERATIONS 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
EXECUTIVE VICE PRESIDENT OF OPERATIONS 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 OPERATIONS OF A SIMILAR BUSINESS CORPORATION ENGAGED IN A SIMILAR
ENTERPRISE, PROVIDED, HOWEVER, THAT UPON THE EFFECTIVE DATE HERBES WILL ASSUME
RESPONSIBILITY FOR THE SUPPLY CHAIN PORTIONS OF THE COMPANY'S OPERATIONS
DEPARTMENT, INCLUDING ALL LOGISTICS, PURCHASING AND PLANNING FUNCTIONS, AND
CO-PACKER MANUFACTURING BUT WILL NOT ASSUME RESPONSIBILITY FOR INTERNAL
MANUFACTURING UNTIL THE CORPORATION'S EXECUTIVE VICE PRESIDENT OF MANUFACTURING
RETIRES, WHICH IS EXPECTED TO OCCUR IN 2010.
HERBES 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.
HERBES 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
HERBES UNDERSTAND AND AGREE THAT IF AND WHEN THE CORPORATION SO DIRECTS, HERBES
SHALL ALSO PROVIDE SERVICES TO ANY SUBSIDIARY OR OTHER AFFILIATE (AS DEFINED
BELOW) BY VIRTUE OF HIS EMPLOYMENT UNDER THIS AGREEMENT.
IF SO DIRECTED, HERBES
AGREES TO SERVE AS EXECUTIVE VICE PRESIDENT OF OPERATIONS 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,
HERBES SHALL NO LONGER PROVIDE SUCH SERVICES TO THE SUBSIDIARY OR OTHER
AFFILIATE. THE PARTIES RECOGNIZE AND AGREE THAT HERBES 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