Vice President of Sales Employment Agreement

Exhibit 10.16


EMPLOYMENT AGREEMENT


THIS AGREEMENT, dated as of the Effective Date, by and between B&G FOODS, INC., (hereinafter " Corporation" ) and David Burke (hereinafter " Burke" ).


WHEREAS, subject to the terms of this Agreement, Corporation desires to secure the services of Burke for two (2) years as Executive Vice President of Sales (hereinafter " Executive Vice President of Sales" ), and Burke desires to accept such employment.


NOW THEREFORE, in consideration of the material advantages accruing to the two parties and the mutual covenants contained herein, Corporation and Burke agree with each other as follows:


1. EFFECTIVE DATE . For purposes of this Agreement, the " Effective Date" shall mean the date of the closing of the Corporation' s initial public offering of the " Enhanced Income Securities" as described in the final prospectus to be filed with the Securities Exchange Commission by the Corporation (the " Offering" ). In the event that the Offering shall not have closed on or prior to June 30, 2004, then there shall be no Effective Date and this Agreement shall terminate automatically on such date and be null and void and of no force or effect. 2. EMPLOYMENT . Burke will render full-time professional services to Corporation and, as directed by Corporation, to its subsidiaries or other Affiliates (as defined in Paragraph 3 below), in the capacity of Executive Vice President of Sales 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 Sales 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 sales of a similar business corporation engaged in a similar enterprise. Burke 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. Burke shall report to the Chief Executive Officer and the Board of Directors. 3. SERVICES TO SUBSIDIARIES OR OTHER AFFILIATES . The Corporation and Burke understand and agree that if and when the Corporation so directs, the Executive Vice President of Sales shall also provide services to any subsidiary or other Affiliate (as defined below) by virtue of his employment under this Agreement. If so directed, Burke agrees to serve as Executive Vice President of Sales of such subsidiary or other Affiliate, including, but not limited to, the parent corporation of the Corporation, as a condition of his employment under this Agreement, and upon the termination of his employment under this Agreement, Burke shall no longer provide such services to the subsidiary or other Affiliate. The parties recognize and agree that Burke 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 of such corporation or entity, or the power to elect at least fifty (50%) percent of the directors of such corporation or entity, or such other relationship which in fact constitutes actual control. 4. TERM OF AGREEMENT . The term of Burke' s employment under this Agreement shall be two (2) years from the Effective Date; provided that unless notice of

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termination has been provided in accordance with Paragraph 7(a) at least sixty (60) days prior to the expiration of the initial two (2) year term or any additional twelve (12) month term (as provided below), or unless this Agreement is otherwise terminated, this Agreement shall automatically be extended for additional twelve (12) month periods (the " Term" ). 5. BASE COMPENSATION . During the Term, in consideration for the services as Executive Vice President of Sales required under this Agreement, the Corporation agrees to pay Burke an annual base salary of Two Hundred and Forty-Four Thousand Dollars ($244,000), or such higher figure as may be determined at an annual review of his performance and compensation by the Executive Compensation Subcommittee of the Board of Directors. The annual review of Burke' s base salary shall be conducted by the Executive Compensation Subcommittee of the Corporation within a reasonable time after the end of each fiscal year of the Corporation and any increase shall be retroactive to January 1st of the current Agreement year. The amount of annual base salary shall be payable in equal installments consistent with the Corporation' s payroll payment schedule for other employees of the Corporation. Burke may choose to select a portion of his compensation to be paid as deferred income through qualified plans or other programs consistent with the policy of the Corporation and subject to any and all applicable federal, state or local laws, rules or regulations. 6. OTHER COMPENSATION AND BENEFITS . During the Term, in addition to his base salary, the Corporation shall provide Burke the following: (a) INCENTIVE COMPENSATION . Burke shall participate in an annual incentive compensation plan (the " Incentive Compensation Plan" ), as shall be adopted and/or modified from time to time by the Board of Directors. Incentive compensation awards are calculated as a

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percentage of Burke' s base salary on the last day of the Incentive Compensation Plan performance period. The percentages of base salary that Burke is eligible to receive based on performance are 35 % at " Threshold" and 70 % at " Target" , as such terms are defined in the Incentive Compensation Plan. Incentive compensation awards are payable no later than ninety (90) days following the end of each fiscal year of the Corporation. In addition, Burke shall be eligible to participate in the Corporation' s 2004 Long-Term Incentive Plan. (b) VACATION . Burke shall be entitled to four (4) weeks of compensated vacation time during each year, to be taken at times mutually agreed upon between him and the Chief Executive Officer of the Corporation. Vacation accrual shall be limited to the amount stated in the Corporation' s policies currently in effect, as amended from time to time. (c) SICK LEAVE AND DISABILITY . Burke shall be entitled to participate in such compensated sick leave and disability benefit programs as are offered to Corporation' s other executive employees. The Corporation shall also pay for an individual disability policy for Burke on the same terms as that provided to Burke by the Corporation as of the date of this Agreement. (d) MEDICAL AND DENTAL INSURANCE . Burke, and if appropriate, his dependents, shall be entitled to participate in such medical and dental insurance programs as are provided to the Corporation' s other executive employees. (e) EXECUTIVE BENEFITS AND PERQUISITES . Burke shall be entitled to receive all other executive benefits and perquisites to which all other executive employees of the Corporation are entitled. (f) AUTOMOBILE AND CELLULAR PHONE . The Corporation agrees to provide, either directly or through a monetary allowance, for the use by Burke of an automobile and

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cellular telephone. The selection of said automobile, or alternatively, the amount of the car allowance that will allow Burke to purchase or lease an automobile, shall be subject to approval by the Chief Executive Officer of the Corporation. (g) LIABILITY INSURANCE . The Corporation agrees to insure Burke under the appropriate liability insurance policies, in accordance with the Corporation' s policies and procedures, for all acts done by him within the scope of his authority in good faith as Executive Vice President of Sales throughout the Term. (h) PROFESSIONAL MEETINGS AND CONFERENCES . In addition, Burke will be permitted to be absent from the Corporation' s facilities during working days to attend professional meetings and to attend to such outside professional duties in the food industry as have been mutually agreed upon between him and the Chief Executive Officer of the Corporation. Attendance at such approved meetings and accomplishment of approved professional duties shall be fully compensated service time and shall not be considered vacation time. The Corporation shall reimburse Burke for all reasonable expenses incurred by him incident to attendance at approved professional meetings, and such reasonable entertainment expenses incurred by Burke in furtherance of the Corporation' s interests; provided, however, that such reimburs ...