EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED,
THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE AMENDED AT ANY TIME BY MUTUAL
AGREEMENT OF THE PARTIES, PROVIDED THAT BEFORE ANY AMENDMENT SHALL BE VALID OR
EFFECTIVE, IT SHALL HAVE BEEN REDUCED TO WRITING, APPROVED BY THE BOARD OF
DIRECTORS OR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, AND SIGNED BY
THE CHAIRPERSON OF THE BOARD OF DIRECTORS, THE CHAIRMAN OF THE COMPENSATION
COMMITTEE OR THE CHIEF EXECUTIVE OFFICER AND HERBES.
14.
INVALIDITY OR UNENFORCEABILITY PROVISION.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PARTICULAR PROVISION OF THIS AGREEMENT SHALL NOT AFFECT
ITS OTHER PROVISIONS AND THIS AGREEMENT SHALL BE CONSTRUED IN ALL ASPECTS AS IF
SUCH INVALID OR UNENFORCEABLE PROVISION HAD BEEN OMITTED.
15.
BINDING AGREEMENT; ASSIGNMENT. THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE CORPORATION AND HERBES, THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS. THE PARTIES RECOGNIZE AND ACKNOWLEDGE THAT
THIS AGREEMENT IS A CONTRACT FOR THE PERSONAL SERVICES OF HERBES AND THAT THIS
AGREEMENT MAY NOT BE ASSIGNED BY HIM NOR MAY THE SERVICES REQUIRED OF HIM
HEREUNDER BE PERFORMED BY ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF
THE CORPORATION.
16.
GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE
PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF
THE PARTIES SHALL BE CONSTRUED AND ENFORCED UNDER AND IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE TERMS OF THIS
AGREEMENT SHALL BE INTERPRETED AND APPLIED IN A MANNER CONSISTENT WITH THE
REQUIREMENTS OF CODE
8
SECTION 409A SO AS NOT TO SUBJECT HERBES TO THE PAYMENT OF ANY TAX PENALTY OR
INTEREST UNDER SUCH SECTION.
17.
ENFORCING COMPLIANCE. IF HERBES NEEDS TO RETAIN LEGAL COUNSEL TO
ENFORCE ANY OF THE TERMS OF THIS AGREEMENT EITHER AS A RESULT OF NONCOMPLIANCE
BY THE CORPORATION OR A LEGITIMATE DISPUTE AS TO THE PROVISIONS OF THE
AGREEMENT, THEN ANY FEES INCURRED IN SUCH EXPENSE BY HERBES SHALL BE REIMBURSED
WHOLLY AND COMPLETELY BY THE CORPORATION IF HERBES PREVAILS IN SUCH LEGAL
PROCEEDINGS.
18.
NOTICES. ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVE WHEN DELIVERED, IF
DELIVERED IN PERSON, OR UPON RECEIPT IF MAILED BY OVERNIGHT COURIER OR BY
CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE
PARTIES AT THE ADDRESSES SET FORTH BELOW, OR AT SUCH OTHER ADDRESSES AS THE
PARTIES MAY DESIGNATE BY LIKE WRITTEN NOTICE:
To the Corporation at:
B&G Foods, Inc
Four Gatehall Drive
Suite 110
Parsippany, NJ 07054
Attn:
General Counsel
To Herbes at:
his then current address included in the employment records of the Corporation
19.
OTHER TERMS RELATING TO CODE SECTION 409A.
HERBES' RIGHT TO
SALARY CONTINUATION, RIGHT TO OTHER BENEFITS, AND RIGHT TO REIMBURSEMENTS UNDER
THIS AGREEMENT EACH SHALL BE TREATED AS A RIGHT