Exhibit 10.5
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 SCOTT E. LERNER (hereinafter “Lerner”).
WHEREAS, Lerner and the Corporation entered into that certain Employment Agreement dated as of July 18, 2005 (the “Original Agreement”);
WHEREAS, Lerner 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 Lerner 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
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To the Corporation at: |
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B&G Foods, Inc |
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Four Gatehall Drive |
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Suite 110 |
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Parsippany, NJ 07054 |
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Attn: General Counsel |
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To Lerner at: |
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his then current address included in the employment records of the Corporation |
(i) The reimbursement of any expense shall be made not later than the last day of Lerner’s taxable year following Lerner’s taxable year in which the expense was incurred (unless this Agreement specifically provides for reimbursement by an earlier date). The right to reimbursement of an expense or payment of an in-kind benefit shall not be subject to liquidation or exchange for another benefit.
(ii) Any reimbursement made under Section 7(a)(i)(2), 7(d), 7(e) or 9 for expenses for medical coverage purchased by Lerner, if made during the period of time Lerner would be entitled (or would, but for such reimbursement, be entitled) to continuation coverage under the Corporation’s medical insurance plan pursuant to COBRA if Lerner had elected such coverage and paid the applicable premiums, shall be exempt from Code section 409A and the six-month delay in payment described below pursuant to Treasury Regulation section 1.409A-1(b)(9)(v)(B).
(iii) Any reimbursement or payment made under Section 7(a)(i)(2), 7(d), 7(e) or 9 for reasonable expenses for outplacement services for Lerner shall be exempt from Code section 409A and the six-month delay in payment described below pursuant to Treasury Regulation section 1.409A-1(b)(9)(v)(A).
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[Signatures on Next Page]
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IN WITNESS WHEREOF, the Corporation and Lerner have executed this Agreement as of the day and year first above written.
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B&G FOODS, INC. |
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/s/ David L. Wenner |
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Name: David L. Wenner |
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Title: President and Chief Executive Officer |
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SCOTT E. LERNER |
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/s/ Scott E. Lerner |
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