Exhibit 10.1
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 DAVID L.
WENNER (hereinafter "Wenner").
WHEREAS, Wenner and the Corporation entered into that certain Employment
Agreement, as amended by a First Amendment dated October 13, 2004 (the "Original
Agreement");
WHEREAS, Wenner 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 Wenner
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. WENNER 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 PRESIDENT
AND CHIEF EXECUTIVE OFFICER 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
PRESIDENT AND CHIEF EXECUTIVE OFFICER 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 PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF A SIMILAR BUSINESS CORPORATION ENGAGED IN A SIMILAR
ENTERPRISE. WENNER 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.
WENNER SHALL REPORT SOLELY AND DIRECTLY TO THE BOARD
OF DIRECTORS.
3.
SERVICES TO SUBSIDIARIES OR OTHER AFFILIATES. THE CORPORATION AND
WENNER UNDERSTAND AND AGREE THAT IF AND WHEN THE CORPORATION SO DIRECTS, WENNER
SHALL ALSO PROVIDE SERVICES TO ANY SUBSIDIARY OR OTHER AFFILIATE (AS DEFINED
BELOW) BY VIRTUE OF HIS EMPLOYMENT UNDER THIS AGREEMENT.
IF SO DIRECTED, WENNER
AGREES TO SERVE AS PRESIDENT AND CHIEF EXECUTIVE OFFICER 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,
WENNER SHALL NO LONGER PROVIDE SUCH SERVICES TO THE SUBSIDIARY OR OTHER
AFFILIATE. THE PARTIES RECOGNIZE AND AGREE THAT WENNER 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