ANY
PAYMENT DATE SPECIFIED IN THIS SUBSECTION IS NOT ADMINISTRATIVELY PRACTICABLE
DUE TO EVENTS BEYOND THE CONTROL OF BROWN (OR BROWN'S 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 BROWN'S 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 BROWN'S 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 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]
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IN WITNESS WHEREOF, the Corporation and Brown 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
JAMES H. BROWN
/s/ James H. Brown
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