PRO FAC COOPERATIVE INC
EQUITY VALUE PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit101dec2920010q.txt
<DESCRIPTION>EQUITY VALUE PLAN
<TEXT>
                                                                    Exhibit 10.1



                              Agrilink Foods, Inc.

                                Equity Value Plan

                As Amended and Restated Effective August 23, 2000


<PAGE>


                              AGRILINK FOODS, INC.
                                EQUITY VALUE PLAN
               AS AMENDED AND RESTATED EFFECTIVE August 23, 2000


1.   PURPOSE.  The purpose of the Agrilink  Foods,  Inc.  Equity Value Plan (the
     "Plan") is to incent its officers and other key employees who are primarily
     responsible  for the  management  of the business to create and improve the
     long-term  value  of the  company,  and  to  align  management's  financial
     objectives  with  those of the  company's  owners and  stakeholders.  It is
     intended that this objective will be effected through the granting of units
     of  "phantom  stock",  (hereafter  referred to as "EVP  units").  It is the
     intent of the Agrilink  Foods,  Inc.  (the  "Company")  that the Plan shall
     constitute a "top hat plan" for a select group of management employees,  as
     such term is used in the Employee  Retirement  Income Security Act of 1974.
     The Plan is a cash-based  compensation  program. No securities are actually
     issued to the participating employees. Rather, EVP units are created. These
     EVP units have a value, in this case based on a formula which  incorporates
     various performance factors. The value of the EVP units fluctuates based on
     the  performance  of the Company.  The criteria  which  control unit values
     fluctuate in a manner  similar to the  performance  criteria which normally
     impact a Company's stock value.

2.   ADMINISTRATION   AND   INTERPRETATION  OF  THE  PLAN.  The  Plan  shall  be
     administered  by the Phantom Stock Plan Committee (the  "Committee")  which
     shall consist of at least three (3)  employees of the Company.  The members
     of the  Committee  shall be appointed by and shall serve at the pleasure of
     the Agrilink  Foods,  Inc. Board of Directors (the "Board").  The Committee
     shall have the  authority to adopt rules and  regulations  for carrying out
     the Plan,  and shall  conclusively  determine  all  questions  and disputes
     involving the  interpretation  or construction of the Plan unless otherwise
     determined by the Board.

3.   ELIGIBILITY.  Eligibility  for  participation  in the  Plan is  based  upon
     approval  by the  Board.  EVP units  may be  granted  to all key  employees
     (including officers, whether or not they are directors) of the Company, and
     of any  subsidiary  corporation  of the  Company  who are  selected  by the
     Committee to receive such EVP units.  The term "Company,"  wherever used in
     this Plan,  shall  include  any such  subsidiary  corporation.


<PAGE>

4.   EVP UNIT GRANTS.  The grant of EVP units will be reserved to the Board. EVP
     units  shall be  evidenced  by a  notice  of grant  prepared  in such  form
     consistent with this Plan as the Committee shall approve from time to time.
     The notice shall specify the number of EVP units granted, the date on which
     the EVP units are granted, and the beginning value of the EVP units.

5.   VALUATION  OF EVP UNITS PRIOR TO JUNE  28,2000.  The  determination  of the
     beginning  value of EVP units at the time of grant will be  reserved to the
     Board.  This  value  will  be  expressed  as (a) a level  of the  Company's
     earnings before interest,  taxes,  depreciation  and amortization  (EBITDA)
     multiplied  by a  factor  of six (6),  less  (b) a level  of the  Company's
     interest-bearing  debt;  the sum of which  shall be divided by ten  million
     (10,000,000)  EVP units.  The potential  value of future  payments from the
     Plan is equal to the  appreciation in the value the EVP units determined at
     the end of each fiscal year  subsequent to the grant date.  This value will
     be expressed as (a) the Company's fiscal year end earnings before interest,
     taxes, depreciation and amortization (EBITDA) multiplied by a factor of six
     (6), less (b) the Company's interest-bearing debt at the end of each fiscal
     year;  the sum of which  shall be divided by ten million  (10,000,000)  EVP
     units. Notwithstanding the foregoing, no appreciated value in the EVP units
     will accrue nor will any EVP units  vest,  in any fiscal year in which less
     than 100% of Commercial Market Value is paid to Pro-Fac Cooperative members
     for product purchased by the Company. Commercial Market Value is defined as
     the weighted average price paid by other commercial  processors for similar
     crops sold under preseason  contracts and in the open market in the same or
     competing market areas.

6.   VALUATION OF EVP UNITS GRANTED ON JUNE 28,2000. The determination of the
     beginning value of EVP units at the time of grant and the ending value of
     the EVP units will be reserved to the board in its sole discretion.
     Notwithstanding the foregoing, no appreciated value in the EVP units will
     accrue nor will any EVP units vest, in any fiscal year other than the year
     in which the cash payout will occur.

7.   VESTING OF EVP UNITS GRANTED PRIOR TO JUNE 29, 2000. Subject to the
     provisions of paragraphs 14, 15 and 16 hereof concerning a termination of
     employment by reason of retirement, death or permanent disability, each EVP
     unit granted thereunder shall vest in 25% intervals on each of the first
     four anniversaries of the grant of the EVP unit. This results in full
     vesting on the fourth anniversary of the date of grant. Notwithstanding the
     foregoing, the Board shall have the authority to vary the vesting of an EVP
     unit at the time of grant, or accelerate the vesting of EVP units, in which
     case the EVP unit shall be exercised at such time and in such manner as
     specified by the Board.


<PAGE>

8.   VESTING  OF EVP UNITS  GRANTED ON OR AFTER  JUNE 29,  2000.  Subject to the
     provisions of paragraphs  14, 15 and 16 hereof  concerning a termination of
     employment by reason of retirement, death or permanent disability, each EVP
     unit granted  thereunder shall fully vest on the fourth  anniversary of the
     grant of the EVP unit.  Notwithstanding the foregoing, the Board shall have
     the  authority to vary the vesting of an EVP unit at the time of grant,  or
     accelerate  the  vesting of EVP units,  in which case the EVP unit shall be
     exercised at such time and in such manner as specified by the Board.

9.   INVESTMENT  PROVISIONS  FOR UNITS ISSUED  PRIOR TO JUNE 25,  1997.  All EVP
     units under the Plan must remain  invested  within the Plan for a period of
     at least five years.  During this period, the units are valued according to
     the  valuation  formula  as  defined  in  paragraph  5  hereof.  The  final
     appreciated  value an election to lock in the appreciated  value of the EVP
     unit may be made at any time  after  the fifth  anniversary  of the date of
     grant and prior to the tenth  anniversary of the date of grant. The "locked
     in" value of units that are no longer "in the market"  will be converted to
     a fixed  rate of return  under the  non-qualified  retirement  savings  and
     incentive  plan.  Upon the  tenth  anniversary  of the date of  grant,  the
     appreciated  value of the EVP units will either be paid to the  employee in
     the  form  of  cash  compensation,  or  will  remain  in the  non-qualified
     retirement  savings  and  incentive  plan,  pursuant  to  the  distribution
     election  made by the  employee  at the  time of  grant  in  accordance  to
     paragraph 11.

10.  INVESTMENT  PROVISIONS  FOR UNITS ISSUED ON OR AFTER JUNE 25, 1997. All EVP
     units under the Plan must remain  invested  within the Plan for a period of
     four years.  During this period,  the units  granted prior to June 28, 2000
     are valued  according  to the  valuation  formula as defined in paragraph 5
     hereof.  Units granted on or after June 28, 2000 are valued by the Agrilink
     Foods  Board of  Directors.  The  final  appreciated  value as  defined  in
     paragraphs  5 or 6 hereof  of each  vested  EVP unit is  determined  on the
     fourth anniversary of the date of grant. This final appreciated value shall
     be either deferred into the Non-qualified  Retirement Savings and Incentive
     Plan pursuant to the distribution election made by the employee at the time
     of grant in  accordance  with  paragraph 12, or paid to the employee in the
     form of cash  compensation  during the three  fiscal  years  following  the
     fourth  anniversary of the grant,  the specific date to be determined  each
     year by the Committee.  During this three year payment  period,  the unpaid
     appreciated  value of the fully vested EVP units shall earn interest  equal
     to the  fixed  rate  of  return  paid  under  the  company's  Non-qualified
     Retirement Savings and Incentive Plan.

11.  DISTRIBUTION  PROVISIONS FOR UNITS ISSUED ON OR AFTER JUNE 25, 1997. At the
     time of grant, each employee must make a distribution  election for the EVP
     units. If no written distribution election is


<PAGE>

     made by the employee,  the value,  if any of the granted units will be paid
     in  accordance  with the first  distribution  alternative  available to the
     employee is for payment equal to one-third of the final  appreciated  value
     of the units  during  the three  years  immediately  following  the  fourth
     anniversary  of the  date  of  grant.  The  actual  payment  date  of  such
     distributions  is determined in each year by the Committee and will be paid
     in three annual  payments as  compensation  taxable to the employee at that
     time.  The Board  may,  in its sole  discretion,  grant  EVP units  with an
     earlier cash payout date. The second distribution alternative is to convert
     the EVP units  into a  deferred  compensation  account  Plan at the  fourth
     anniversary  of the date of grant,  pursuant  to the terms of the  Agrilink
     Foods  Inc.   Non-qualified   Retirement   Savings  and   Incentive.   This
     distribution election is made at the date of grant. The election sets forth
     the attained  age and  distribution  amounts  applicable  to the  converted
     units,  in  accordance  with the  distribution  election  provisions of the
     Non-qualified Retirement Savings and Incentive Plan.

12.  DISTRIBUTION  PROVISIONS  FOR UNITS ISSUED  PRIOR TO JUNE 25, 1997.  At the
     time of grant, each employee must make a distribution  election for the EVP
     units. The first distribution  alternative available to the employee is for
     payment of the value of the units  determined in accordance  with paragraph
     8, at the tenth  anniversary of the date of grant.  Such a distribution  is
     paid in a single sum as compensation  taxable to the employee at that time.
     The Board may, in its sole discretion, grant EVP units with an earlier cash
     payout  date.  The second  distribution  alternative  is to convert the EVP
     units into a deferred compensation account Plan at the tenth anniversary of
     the date of  grant,  pursuant  to the  terms  of the  Agrilink  Foods  Inc.
     Non-qualified Retirement Savings and Incentive.  This distribution election
     is made at the date of grant.  The election sets forth the attained age and
     distribution  amounts applicable to the converted units, in accordance with
     the  distribution  election  provisions  of  the  Non-qualified  Retirement
     Savings and Incentive Plan.

13.  TERMINATION IN THE ORDINARY COURSE.  In the event that the employment of an
     employee  terminates  for any  reason  other  than  death,  disability,  or
     retirement,  the  unvested  portion  of any EVP units  will be  immediately
     forfeited.  The  accumulated  value of any vested EVP units will be paid to
     the  employee  in the form of cash  compensation  during  the  three  years
     following the fourth  anniversary  of grant in accordance  with paragraph 8
     hereof.

14.  DISABILITY.  In the event  that the  employment  of the  employee  with the
     Company is terminated by reason of the employee's disability,  any unvested
     EVP units will  immediately  vest,  and the  accumulated  value of such EVP
     units will be paid in the form of cash  compensation  to the  employee in a
     single sum. For purposes of the Plan,  disability is defined as a permanent
     and total disability which the Committee in its sole discretion
<PAGE>

     determines is of a nature that prevents the employee from performing his or
     her normal  duties and  responsibilities,  and which  lasts for a period of
     twelve or more consecutive months.

15.  DEATH.  In the  event  of the  death of an  employee  either  (a)  while an
     employee of the Company,  or (b) during the three (3) year period following
     the employee's termination of employment by reason of retirement as defined
     below, any unvested EVP units will immediately  vest. The accumulated value
     of such EVP units will be paid to the employee's  beneficiary as designated
     on the  beneficiary  election  made for the  Agrilink  Foods  Non-qualified
     Retirement   Savings  and  Incentive  Plan,  or,  if  no  such  beneficiary
     designation has been made, to the employee's estate.

16.  RETIREMENT.  In the event of a  termination  of  employment on or after the
     employee's  retirement  date,  if  such  retirement  is  on  or  after  the
     attainment of age 62 by the employee,  all unvested EVP units will continue
     to vest in  accordance  with  paragraph 7 or 8 hereof for a period of three
     (3) years following the actual retirement date of the employee.  At the end
     of the three year period following the employee's  normal  retirement date,
     the accumulated  value of all vested EVP units will be paid to the employee
     in the form of cash  compensation  in a single  sum.  The Board may, in its
     sole  discretion,  accelerate  the vesting  schedule for  employees who are
     approaching or have attained normal retirement age.

17.  NON-ASSIGNABILITY  OF EVP  UNITS.  No EVP  units  shall  be  assignable  or
     transferable  by the employee  except by will or by the laws of descent and
     distribution.

18.  TERMINATION AND AMENDMENT OF THE PLAN. The Board may terminate this Plan at
     any time.  Termination  of the Plan will not affect rights and  obligations
     theretofore  granted and then in effect. The Board may at any time, without
     limitation, and from time to time modify or amend this Plan or the terms of
     EVP units hereunder in any respect whatsoever,  provided,  however, that no
     termination,  modifications  or  amendment  to the  Plan  or any  agreement
     thereunder  shall,  without the  consent of the  employee to whom any grant
     shall  theretofore  have  been  made,  alter or impair  the  rights of such
     employee,  unless such termination,  modifications or amendment to the Plan
     are made in compliance  with any law or regulation  applicable to the Plan,
     or are required to avoid any  penalties  or excise  taxes  relating to such
     laws or regulations.

19.  CONSOLIDATION  OR  MERGER.  No  provision  of this Plan shall  prevent  the
     consolidation  or merger of the Company  with or into any  corporation,  or
     prevent the sale or  transfer  by the  Company of its  property or any part
     thereof.  The  successor  corporation  resulting  from  any  consolidation,
     merger, or transfer shall succeed the Company and become a party hereto.


<PAGE>

20.  TERMINATION IN EVENT OF MERGER,  ETC. If the Company merges or consolidates
     with another corporation, or sells or transfers all or substantially all of
     its assets, and if the successor corporation refuses to succeed the Company
     and become a party to this Plan, the participants  (and  beneficiaries)  of
     the Plan shall be entitled to all legal and equitable  remedies,  including
     injunctive relief and other equitable relief to prevent the transfer of all
     or substantially all of the Company's assets.

21.  LIMITATIONS ON CONSOLIDATION, MERGER OF PLAN OR TRANSFER OF PLAN ASSETS. In
     the event of this  Plan's  merger or  consolidation  with,  or  transfer of
     assets or liabilities to, any other plan, each  participant in the Plan (if
     the  Plan  then  terminates)   shall  be  entitled  to  receive  a  benefit
     immediately after such merger,  consolidation or transfer which is equal to
     or greater  than the benefit he or she would have been  entitled to receive
     immediately  before the merger,  consolidation or transfer (if the Plan had
     then  terminated).  22.  GOVERNING  LAW. This Plan has been executed in the
     State  of  New  York  and  all   questions   pertaining  to  its  validity,
     construction or  administration  shall be determined in accordance with the
     laws of New York or, if applicable, the provisions of ERISA.

23.  EMPLOYMENT  RIGHTS.  It is understood that the  establishment  of this Plan
     gives no rights  whatever to a participant to be retained in the employment
     or service of the Company,  and all  participants  shall remain  subject to
     discharge to the same extent as if this instrument had never been executed.
     Nothing contained herein shall be construed as a contract of employment.

24.  UNFUNDED,  UNSECURED  OBLIGATION.  The Company's obligation to participants
     represents  nothing more than its unfunded,  unsecured  promise to make the
     payments described in this Plan.

          IN WITNESS  WHEREOF,  the undersigned has adopted this  restatement of
 the Agrilink Foods Equity Value Plan effective as of August 23, 2000.

                                         AGRILINK FOODS, INC.


                                  BY:  /s/ Lois Warlick-Jarvie
                                       ---------------------------------


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</DOCUMENT>
