Exhibit 10.4
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 JAMES H.
BROWN (hereinafter "Brown").
WHEREAS, Brown and the Corporation entered into that certain Employment
Agreement, as amended by a First Amendment dated October 13, 2004 (the "Original
Agreement");
WHEREAS, Brown 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 Brown
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. BROWN 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 MANUFACTURING 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 MANUFACTURING 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 MANUFACTURING OF A SIMILAR BUSINESS
CORPORATION ENGAGED IN A SIMILAR ENTERPRISE. BROWN 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.
BROWN 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 BROWN UNDERSTAND AND AGREE THAT IF AND WHEN THE
CORPORATION SO DIRECTS, BROWN SHALL ALSO PROVIDE SERVICES TO ANY SUBSIDIARY OR
OTHER AFFILIATE (AS DEFINED BELOW) BY VIRTUE OF HIS EMPLOYMENT UNDER THIS
AGREEMENT.
IF SO DIRECTED, BROWN AGREES TO SERVE AS EXECUTIVE VICE PRESIDENT OF
MANUFACTURING 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, BROWN SHALL NO LONGER PROVIDE SUCH SERVICES
TO THE SUBSIDIARY OR OTHER AFFILIATE. THE PARTIES RECOGNIZE AND AGREE THAT BROWN
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