Change of Control Agreement

Exhibit 10.6


CHANGE OF CONTROL AGREEMENT


This CHANGE OF CONTROL agreement is made as of March 25, 2003 between Aurora Foods Inc. (the "Company") and Michael J. Hojnacki (the "Executive").


WHEREAS, the Executive is currently employed by the Company; and


WHEREAS, the Executive and the Company entered into an Enhanced Severance Agreement dated July 12, 2002; and


WHEREAS, the Company wishes to provide the Executive with certain additional benefits exclusively in the event of a Change of Control in return for the Executive not competing with the Company.


NOW, THEREFORE, the parties agree as follows:


1. If within two years of a Change-Of-Control the executive's employment is terminated involuntarily and without Cause, or, the Executive voluntarily terminates his employment for Good Reason, the Company shall have no further obligations under this Agreement other than (i) a lump sum payment equal to two-times the Executive's annual salary and target bonus; and (ii) medical and dental coverage for 18 months, or until Executive secures other employment (whichever is less) at the same rate in effect for all active plan participants; and (iii) Rights Not Subject to Release. COBRA coverage during this time will be counted as part of the maximum COBRA period of 18 months.


2. As an executive officer of Aurora Foods and in consideration of the enhanced severance and Change-Of-Control provision outlined above, the Company will require the following:


a. While the Executive is employed by the Company and for a period of two years immediately following his termination date, the Executive agrees not to compete with Aurora Foods or undertake any planning for any competitive business either directly or indirectly whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise.


b. The Executive will not solicit or encourage any person who is a customer of Aurora Foods to terminate its relationship with any of them or to conduct with any other person any business or activity which that customer conducted with Aurora Foods or which is detrimental to the Company.


3. Capitalized terms in this Agreement shall have the meaning as set forth below:


a. Affiliate. "Affiliate" shall mean (a) any Person directly or indirectly controlling, controlled by or under direct or indirect common control with the Company (or other specified Person) (b) any other Person which, together with its Affiliates (as defined in clause (a) above) shall, directly or indirectly, own beneficially or control the voting of at least 10% of the ownership interest in the Company (or other specified Person) and (c) ay other Person of which the Company (or other specified Person) and its Affiliates (as defined in clauses (a) and (b) above) shall, directly or indirectly, own beneficially or control the voting of at least 10% of any class of outstanding capital stock or other evidence of beneficial interest or of any interest as a general partner or joint venturer.


b. Beneficial Owner. "Beneficial Owner" shall have the meaning in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have a "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is excercisable immediately or only after the passage of time.


c. Board. "Board" shall mean the Board of Directors of the Company.


d. Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate the executive's employment hereunder upon: (a) ...