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Chief Financial Officer Employment Agreement

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Exhibit 10.15


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

WHEREAS, subject to the terms of this Agreement, Corporation desires to secure the services of Cantwell for two (2) years as Chief Financial Officer (hereinafter " Chief Financial Officer" ), and Cantwell 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 Cantwell 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 . Cantwell 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 Chief Financial Officer 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 Chief Financial Officer 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 a chief financial

officer of a similar business corporation engaged in a similar enterprise. Cantwell 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. Cantwell shall report to the Chief Executive Officer and the Board of Directors. 3. SERVICES TO SUBSIDIARIES OR OTHER AFFILIATES . The Corporation and Cantwell understand and agree that if and when the Corporation so directs, the Chief Financial Officer shall also provide services to any subsidiary or other Affiliate (as defined below) by virtue of his employment under this Agreement. If so directed, Cantwell agrees to serve as Chief Financial Officer 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, Cantwell shall no longer provide such services to the subsidiary or other Affiliate. The parties recognize and agree that Cantwell 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 Cantwell' s employment under this Agreement shall be two (2) years from the Effective Date; provided that unless notice of 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 Chief Financial Officer required under this Agreement, the Corporation agrees to pay Cantwell an annual base salary of Two Hundred and Fifty Thousand Dollars ($250,000), 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 Cantwell' 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. Cantwell 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 Cantwell the following:


(a) INCENTIVE COMPENSATION . Cantwell 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 percentage of Cantwell' s base salary on the last day of the Incentive Compensation Plan performance period. The percentages of base salary that Cantwell 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, Cantwell shall be eligible to participate in the Corporation' s 2004 Long-Term Incentive Plan. (b) VACATION . Cantwell 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 . Cantwell 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 Cantwell on the same terms as that provided to Cantwell by the Corporation as of the date of this Agreement. (d) MEDICAL AND DENTAL INSURANCE . Cantwell, 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 . Cantwell 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 Cantwell of an automobile and cellular telephone. The selection of said automobile, or alternatively, the amount of the car allowance that will allow Cantwell 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 Cantwell 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 Chief Financial Officer throughout the Term. (h) PROFESSIONAL MEETINGS AND CONFERENCES . In addition, Cantwell 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 Cantwell for all reasonable expenses incurred by him incident to attendance at approved professional meetings, and such reasonable entertainment expenses incurred by Cantwell in furtherance of the Corporation' s interests; provided, however, that such reimbursement is approved by the Chief Executi
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