AURORA FOODS INC /DE/
EXHIBIT 10.7 - EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10_7.txt
<DESCRIPTION>EXHIBIT 10.7 - EMPLOYMENT AGREEMENT
<TEXT>


                                                                  Exhibit 10.7

                                     EMPLOYMENT AGREEMENT

               This AGREEMENT, made and entered into by and between Aurora
        Foods Inc., a Delaware corporation (together with its successors and
        assigns permitted under this Agreement, the "Company"), and Ronald
        Hutchison (the "Executive").

                     WHEREAS, in light of current conditions, the Company is
        considering various strategic initiatives, including but not limited
        to a financial restructuring;

                     WHEREAS, the Company believes that the Executive's
        knowledge, skill and experience will be essential in enabling the
        Company to successfully implement any such strategic initiatives;

                     WHEREAS, the Company desires to employ the Executive and
        to enter into an agreement embodying the terms of such employment
        (this "Agreement") and the Executive desires to accept such
        employment, subject to the terms and provisions of this Agreement;

                     NOW, THEREFORE, in consideration of the premises and
        mutual covenants contained herein and for other good and valuable
        consideration, the receipt of which is mutually acknowledged, the
        Company and the Executive (individually a "Party" and together the
        "Parties") agree as follows:

               1. Definitions.

                      (a) "Base Salary" shall mean the salary granted to the
        Executive pursuant to Section 4.

                      (b) "Board" shall mean the Board of Directors of the
        Company.

                      (c) "Cause" shall mean termination of the Executive
        based on (i) conduct which is a material violation of Company policy
        or which is fraudulent or unlawful or which materially interferes with
        the ability of the Executive to perform his duties, (ii) misconduct
        which results in damage or injury to the Company, including damage to
        its reputation, or (iii) negligence in the performance of, or willful
        failure to perform, the Executive's duties and responsibilities.

                      (d) "Chairman" shall mean the Chairman of the Board.

                      (e) "Constructive Termination" by the Executive shall
        mean termination based on the occurrence without the Executive's
        express consent of any of the following: (i) a significant diminution
        by the Company of the Executive's role with the Company or a
        significant detrimental change in the nature and/or scope of the
        Executive's status with the Company, other than for Cause or
        Disability or (ii) a reduction in the Executive's Base Salary, other
        than for Cause or Disability. The Executive shall further be required
        to comply with the provisions of Section 8(d)(j) of this Agreement
        with respect to a Constructive Termination.

                     (f) "Disability" shall mean the Executive's inability to
        substantial1y perform his duties and responsibilities under this
        Agreement by reason of any physical or mental incapacity for a period
        of 180 consecutive days.

                     (g) "Effective Date" shall mean the date of
        execution of this Agreement. Change in Control has occurred

                     (h) "Restructuring Date" shall mean the earlier of the
        following dates: (x) the date on which a recapitalization or
        restructuring (including, without limitation, through any exchange,
        conversion, cancellation, forgiveness, retirement and/or a material
        modification or amendment to the terms, conditions or covenants
        thereof) of the Company's indebtedness for borrowed money (including
        debt securities and trade debt), including pursuant to a repurchase or
        an exchange transaction, or a solicitation of consents, waivers,
        acceptances or authorizations is consummated or (y) the date on which
        a plan of reorganization that is confirmed by a bankruptcy court
        becomes effective or the Company otherwise emerges from Chapter 11, as
        a result of which the business of the Company is maintained on an
        ongoing basis, whether maintained by the Company, the debtor in
        possession or by an entity that has acquired all or substantially all
        of the Company's or debtor in possession's assets, or (z) the
        disposition to one or more third parties in one or a series of related
        transactions of (i) all or a significant portion of the equity
        securities of the Company by the security holders of the Company or
        (ii) all or a significant portion of the assets (including the
        assignement of any executory contracts) or businesses of the Company
        or its subsidiaries (other than the sale of frozen pizza and home meal
        replacement businesses), in either case, including through a sale or
        exchange of capital stock, options or assets, a lease of assets with
        or without a purchase option, a merger, consolidation or other
        business combination, an exchange or tender offer, a recapitalization,
        the formation of a joint venture, partnership or similar entity, or
        any similar transaction..

                     (i) "Term of Employment" shall mean the period commencing
        on the Effective Date and ending on the earlier of (i) the
        Restructuring Date or (ii) any date after December 31, 2003, of which
        either party provides the other with ninety (90) days advance written
        notice of the expiration of the term.

               2. Term of Employment. Subject to Section 9, the Company hereby
        employs the Executive, and the Executive hereby accepts such
        employment for the Term of Employment.

               3. Position, Duties and Responsibilities.

                     (a) During the Term of Employment, the Executive shall
        be, employed and serve as the Chief Restructuring Officer of the
        Company (or such other position or positions as may be agreed upon in
        writing by the Executive and the Company) and be responsible for
        managing and implementing the restructuring of the Company as directed
        by the Chairman and the Board. The Executive shall devote
        substantially all of his business time, attention and skill to the
        performance of such duties and responsibilities, and shall use his
        best efforts to promote the interests of the Company. The Executive
        shall have all authority commensurate with such position. The
        Executive shall not without the prior written approval of the Board,
        engage in any other business activity which is in violation of
        policies established from time to time by the Company.

                     (b) Anything herein to the contrary notwithstanding,
        nothing shall preclude the Executive from (i) serving on the boards of
        directors of a reasonable number of other corporations or the boards
        of a reasonable number of trade associations and/or charitable
        organizations (subject to the reasonable approval of the Board), (ii)
        engaging in charitable activities and community affairs, and (iii)
        managing his personal investments and affairs, provided that such
        activities do not materially interfere with the proper performance of
        his duties and responsibilities as an executive officer of the
        Company.

                     (c) The Executive is expected to perform his services
        hereunder primarily at the Company's headquarters. To that end, the
        Company shall provide the Executive with office space at its
        headquarters in St. Louis, Missouri that are commensurate with the
        Executive's duties hereunder.

               4. Base Salary. During the Term of Employment, the Executive
        shall be paid an annualized Base Salary, payable in bi-weekly
        installments, of three hundred thousand dollars ($300,000.00).

               5. Success Payment. Provided the Executive is employed by the
        Company on the Restructuring Date, the Executive shall be entitled to
        receive, promptly, not later than ten business days following the
        Restructuring Date, a lump sum cash payment of five hundred thousand
        dollars ($500,000.00)

               6. Employee Benefit Programs. During the Term of Employment,
        the Executive shall be eligible to participate in all employee pension
        and welfare benefit plans and programs made available generally to the
        Company's senior-level executives (other than the CEO) or to its
        employees generally, as such plans or programs may be in effect from
        time to time, including, without limitation, pension, profit sharing,
        savings and other retirement plans or programs, medical (including
        annual executive physicals), dental, hospitalization, short-term and
        long-term disability and life insurance plans, accidental death and
        dismemberment protection, travel accident insurance, and any other
        pension or retirement plans or programs and any other employee welfare
        benefit plans or programs that may be sponsored by the Company from
        time to time, including any plans that supplement the above-listed
        types of plans or programs, whether funded or unfunded; provided,
        however, that the Executive shall not be eligible to participate in
        any annual performance bonus or long term incentive plan or program.
        At Executive's request, the Company shall provide an extension of
        medical benefits for twelve (12) months after termination, and
        Executive shall have the option to pay for an additional twelve (12)
        months of COBRA coverage, the first six (6) of which shall be
        reimbursed to Executive by the Company ; provided, that such medical
        benefits coverage shall cease if Executive obtains employment with
        another company that provides medical coverage.

               7. Reimbursement of Business and Other Expenses; Perquisites;
        Vacations.

                     (a) The Executive is authorized to incur reasonable
        expenses in carrying out his duties and responsibilities under this
        Agreement and the Company shall promptly reimburse him for all
        reasonable business expenses incurred in connection with carrying out
        the business of the Company, subject to documentation in accordance
        with the Company's policy. The Company shall pay all reasonable legal
        and financial advisor expenses not to exceed two thousand five hundred
        dollars ($2,500) incurred in connection with the preparation of this
        Agreement.

                     (b) Through April 30, 2004, the Company shall reimburse
        the Executive for personal financial (including tax) counseling (other
        than legal fees) not to exceed five thousand dollars ($5,000) by a
        firm or consultant to be chosen by the Executive.

                     (c) The Executive shall be entitled to three weeks paid
        vacation per year.

                     (d) The Company agrees to continue and maintain a
        directors' and officers' liability insurance policy covering the
        Executive to the extent the Company provides such coverage for its
        other executive officers or former officers.

                     (e) During the Term of Employment, the Company shall
        reimburse the Executive for reasonable living expenses incurred by the
        Executive while residing in the St. Louis, Missouri area. The Company
        shall make to the Executive additional payments on a fully grossed-up
        basis to cover applicable federal, state and local income and excise
        taxes, when and to the extent, if any, that such taxes are payable by
        the Executive with respect to benefits provided under this Section
        (e).

               8. Termination of Employment.

                     (a) Termination Due to Death. In the event the
        Executive's employment is terminated due to his death, his estate or
        his beneficiaries as the case may be, shall be entitled to the
        following:

                         (i) Base Salary through the date of death;

                         (ii) any amounts earned, accrued or owing to the
        Executive but not yet paid under this Agreement; and

                         (iii) other or additional benefits in accordance
        with applicable plans and programs of the Company.

                    (b) Termination Due to Disability. In the event the
        Executive's employment is terminated due to his Disability, he shall
        be entitled to

                         (i) any amounts earned, accrued or owing to the
        Executive but not yet paid under this agreement; and

                         (ii) any benefits through the Company's long-term
        disability plans and programs of the Company.

                     (c) Termination by the Company for Cause. In the event
        the Company terminates the Executive's employment for Cause, he shall
        be entitled to:

                          (i) Base Salary through the date of the termination;

                          (ii) any amounts eamed, accrued or owing to the
        Executive but not yet paid under this Agreement; and

                          (iii) other or additional benefits in accordance
        with applicable plans or programs of the Company.

                 (d) Termination Without Cause or Constructive Termination.

                          (i) A Constructive Termination shall not take effect
        unless the provisions of this paragraph 8(d)(i) are complied with. The
        Company shall be given written notice by the Executive of the intention
        to terminate his employment on account of a Constructive Termination,
        such notice (A) to state in detail the particular act or acts or
        failure or failures to act that constitute the grounds on which the
        proposed Constructive Termination is based and (B) to be given upon
        the Executive learning of such act or acts of failure or failures to
        act. The Company shall have 30 days after the date that such written
        notice has been given to the Company in which to cure such conduct, to
        the extent such cure is possible.

                           (ii) In the event the Executive's employment is
        terminated by the Company without Cause, other than due to Disability
        or death, or in the event there is a Constructive Termination, the
        Executive shall be entitled to receive:

                              (A) Base Salary through the date of
        termination of the Executive's employment;

                              (B) if such termination occurs prior to the
        Restructuring Date, a lump sum cash payment equal to the Executive's
        annual Base Salary in effect on the date of termination of the
        Executive's employment (or in the event a reduction in Base Salary is
        the basis for a Constructive Termination, then the Base Salary in
        effect immediately prior to such reduction);

                              (C) if such termination occurs prior to the
        Restructuring Date and the Restructuring Date occurs within 12 months
        following such termination, a lump sum cash payment of two hundred
        thousand dollars ($200,000) be paid promptly, but in no event later
        than 10 business days, following the Restructuring Date;

                              (D) any amounts earned, accrued or owing to
        the Executive but not yet paid under this Agreement; and

                              (E) continued participation in all medical,
        dental, hospitalization and life insurance coverage and in other
        employee welfare benefit plans or programs in which he was
        participating on the date of the termination of his employment for
        twelve (12) months after termination, and Executive shall have the
        option to pay for an additional twelve (12) months of COBRA coverage;
        provided, that such benefits coverage shall cease if Executive obtains
        employment with another company that provides medical coverage; and
        provided, further, that (x) if the Executive is precluded from
        continuing his participation in an employee benefit plan or program as
        provided in this clause, he shall be provided with the after-tax
        economic equivalent of the benefits provided under the plan or program
        in which he is unable to participate for the period specified in this
        clause (E) of this Section 8(d), (y) the economic equivalent of any
        benefit foregone shall be deemed to be the lowest cost that would be
        incurred by the Executive in obtaining such benefit himself on an
        individual basis, and (z) payment of such after-tax economic
        equivalent shall be made quarterly in advance.

                      (e) Voluntary Termination. In the event of a termination
        of employment by the Executive on his own initiative, other than a
        termination due to death or Disability or a Constructive Termination,
        the Executive shall have the same entitlements as provided in Section
        8(c) above for a termination for Cause. A voluntary termination under
        this Section 8(f) shall be effective upon 30 days' prior written
        notice to the Company and shall not be deemed a breach of this
        Agreement.

                      (f) Nature of Payments. Any amounts due under this
        Section 8 are in the nature of severance payments considered to be
        reasonable by the Company. Failure to qualify for any such payment is
        not in the nature of a penalty.

                     (g) Exclusivity of Severance Payments. Upon termination
        of the Executive's employment during the Term of Employment, he shall
        not be entitled to any payments or benefits from the Company, other
        than as provided herein, or any payments by the Company on account of
        any claim by him of wrongful termination, including claims under any
        federal, state or local human and civil rights or labor laws, other
        than the payments and benefits provided hereunder, except for any
        benefits which may be due the Executive in normal course under any
        employee benefit plan of the Company which provides benefits after
        termination of employment.

                     (h) Restrictive Covenants. The Executive agrees that any
        right to receive any payments and/or benefits hereunder, other than
        Base Salary and/or any other compensation already earned by the
        Executive and required to be paid by state law other than under this
        Agreement, will cease and be immediately forfeited if the Executive
        breaches the provisions of Section 9 below. The foregoing is in
        addition to the rights of the Company under Section 9.

                     (i) Release of Claims. As a condition of the Executive's
        entitlement to the payment and/or delivery of any of the severance
        rights and benefits provided in this Section 8 (other than in the
        event of the Executive's death), the Executive shall be required to
        execute and honor a release of claims in the form reasonably requested
        by the Company.

                     (j) Termination at Will, Notwithstanding anything herein
        to the contrary, the Executive's employment with the Company is
        terminable at will with or without Cause; provided, however, that a
        termination of the Executive's employment shall be governed in
        accordance with the terms hereof.

               9. Restrictive Covenants.

                      (a) Confidential Information. During the Term of
        Employment and at all times thereafter, Executive agrees that he will
        not divulge to anyone or make use of any Confidential Information
        except in the performance of his duties as an executive of the Company
        or when legally required to do so (in which case the Executive shall
        give prompt written notice to the Company in order to allow the
        Company the opportunity to object or otherwise resist such
        disclosure). "Confidential Information" shall mean any knowledge or
        information of any type relating to the business of the Company or any
        of its subsidiaries or affiliates, as well as any information obtained
        from customers, clients or other third parties, including, without
        limitation, all types of trade secrets and confidential commercial
        information. The Executive agrees that he will return to the Company
        immediately upon termination, any and all documents, records or
        reports (including electronic information) that contain any
        Confidential Information. Confidential Information shall not include
        information (i) that is or becomes part of the public domain, other
        than through the breach of this Agreement by the Executive or (ii)
        regarding the Company's business or industry properly acquired by the
        Executive in the course of his career as an executive in the Company's
        industry and independent of the Executive's employment by the Company.
        The Executive acknowledges that the Company has expended, and will
        continue to expend, significant amounts of time, effort and money in
        the procurement of its Confidential Information, that the Company has
        taken all reasonable steps in protecting the secrecy of the
        Confidential Information, that said Confidential Information is of
        critical importance to the Company.

                      (b) Non-Disparagement. The Executive agrees that, during
        the term of employment and thereafter (including following the
        Executive's termination of employment for any reason), the Executive
        will not make statements or representations, or otherwise communicate,
        directly or indirectly, in writing, orally, or otherwise, or take any
        action which may, directly or indirectly, disparage the Company or any
        subsidiary or affiliate or their respective officers, directors,
        employees, advisors, businesses or reputations. Notwithstanding the
        foregoing, nothing in this Agreement shall preclude either the
        Executive or the Company from making truthful statements or
        disclosures that are required by applicable law, regulation or legal
        process.

                     (c) Cooperation. The Executive agrees to cooperate with
        the Company, during the term of employment and thereafter (including
        following the Executive's termination of employment for any reason),
        by being reasonably available to testify on behalf of the Company or
        any subsidiary or affiliate in any action, suit, or proceeding,
        whether civil, criminal, administrative, or investigative, and to
        assist the Company, or any subsidiary or affiliate, in any such
        action, suit or proceeding, by providing information and meeting and
        consulting with the Board or its representatives or counsel, or
        representatives or counsel to the Company, or any subsidiary or
        affiliate, as reasonably requested. The Company agrees to reimburse
        the Executive for all expenses actually incurred in connection with
        his provision of testimony or assistance.

                      (d) Remedies. The Executive agrees that any breach of
        the terms of this Section 9 would result in irreparable injury and
        damage to the Company for which the Company would have no adequate
        remedy at law; the Executive therefore also agrees that in the event
        of said breach or any reasonable threat of breach, the Company shall
        be entitled to an immediate injunction and restraining order to
        prevent such breach and/or threatened breach and/or continued breach
        by the Executive and/or any and all persons and/or entities acting for
        and/or with the Executive. The terms of this paragraph shall not
        prevent the Company from pursuing any other available remedies for any
        breach or threatened breach hereof, including, but not limited to,
        remedies available under this Agreement and the recovery of damages.

                      (e) Continuing Operation. The provisions of this Section
        9 shall survive any termination of this Agreement and the Term of
        Employment, and the existence of any claim or cause of action by the
        Executive against the Company, whether predicated on this Agreement or
        otherwise, shall not constitute a defense to the enforcement by the
        Company of the covenants and agreements of this Section. The Executive
        agrees to cooperate with the Company, during the term of employment
        and thereafter (including following the Executive's termination of
        employment for any reason), by being reasonably available to testify
        on behalf of the Company or any subsidiary or affiliate in any action,
        suit, or proceeding, whether civil, criminal, administrative, or
        investigative, and to assist the Company, or any subsidiary or
        affiliate, in any such action, suit or proceeding, by providing
        information and meeting and consulting with the Board or its
        representatives or counsel, or representatives or counsel to the
        Company, or any subsidiary or affiliate, as reasonably requested. The
        Company agrees to reimburse the Executive for all expenses actually
        incurred in connection with his provision of testimony or assistance.

               10. Assignability; Binding Nature. This Agreement shall be
        binding upon and inure to the benefit of the Parties and their
        respective successors, heirs (in the case of the Executive) and
        assigns. No rights or obligations of the Company under this Agreement
        may be assigned or transferred by the Company except that such rights
        or obligations may be assigned or transferred pursuant to a merger or
        consolidation in which the Company is not the continuing entity, or
        the sale or liquidation of all or substantially all of the assets of
        the Company, provided that the assignee or transferee is the successor
        to all or substantially all of the assets of the Company and such
        assignee or transferee assumes the liabilities, obligations and duties
        of the Company, as contained in this Agreement, either contractually
        or as a matter of law. The Company further agrees that, in the event
        of a sale or reorganization transaction as described in the preceding
        sentence, it shall take whatever action it legally can in order to
        cause such assignee or transferee to expressly assume the liabilities,
        obligations and duties of the Company hereunder. No rights Or
        obligations of the Executive under this Agreement may be assigned or
        transferred by the Executive other than his rights to compensation and
        benefits, which may be transferred only by will or operation of law,
        except as otherwise provided herein.

               11. Entire Agreement This Agreement contains the entire
        understanding and agreement between the Parties concerning the subject
        matter hereof and supersedes all prior agreements, understandings,
        discussions, negotiations and undertakings, whether written or oral,
        between the Parties with respect thereto provided, however, that this
        Agreement shall not supersede any separate written commitments by the
        Company with respect to indemnification.

               12. Miscellaneous Provisions.

                      (a) No provision in this Agreement may be amended unless
        such amendment is agreed to in writing and signed by the Executive and
        an authorized officer of the Company. No waiver by either Party of any
        breach by the other Party of any condition or provision contained in
        this Agreement to be performed by such other Party shall be deemed a
        waiver of a similar or dissimilar condition or provision at the same
        or any prior or subsequent time. Any waiver must be in writing and
        signed by the Executive or an authorized officer of the Company, as
        the case may be.

                      (b) In the event that any provision or portion of this
        Agreement shall be determined to be invalid or unenforceable for any
        reason, in whole or in part, the remaining provisions of this
        Agreement shall be unaffected thereby and shall remain in full force
        and effect to the fullest extent permitted by law.

                      (c) The respective rights and obligations of the Parties
        hereunder shall survive any termination of the Executive's employment
        to the extent necessary to the intended preservation of such rights
        and obligations.

                      (d) The Executive shall be entitled, to the extent
        provided under any applicable law, to select and change a beneficiary
        or beneficiaries to receive any compensation or benefit payable
        hereunder following the Executive's death by giving the Company
        written notice thereof. In the event of the Executive's death or a
        judicial determination of his incompetence, reference in this
        Agreement to the Executive shall be deemed, where appropriate, to
        refer to his beneficiary, estate or other legal representative.

                      (e) All amounts required to be paid by the Company shall
        be subject to reduction in order to comply with applicable Federal,
        state and local tax withholding requirements, except as otherwise
        provided herein.

                      (f) The headings of the sections contained in this
        Agreement are for convenience only and shall not be deemed to control
        or affect the meaning or construction of any provision of this
        Agreement.

                      (g) This Agreement may be executed in two or more
        counterparts.

               13. Governing Law/Jurisdiction. This Agreement shall be
        governed by and construed and interpreted in accordance with the laws
        of Missouri without reference to principles of conflict of laws.
        Subject to Section 14, the Company and the Executive hereby consent to
        the jurisdiction the United States District Court of St. Louis,
        Missouri for purposes of resolving any dispute under this Agreement.
        The Company and the Executive further agree that any service of
        process or notice requirements in any such proceeding shall be
        satisfied if the rules of such court relating thereto have been
        substantially satisfied. The Company and the Executive hereby waive,
        to the fullest extent provided by applicable law, any objection which
        it or the Executive may now or hereafter have to such jurisdiction and
        any defense of inconvenient forum, pursuant to Section 9( d) hereof.

               14. Notices. Any notice given to a party shall be in writing
        and shall be deemed to have been given when delivered personally or
        sent by certified or registered mail, postage prepaid, return receipt
        requested, duly addressed to the Party concerned at the address
        indicated below or to such changed address as such Party may
        subsequently give such notice of:

               If to the Company:           Aurora Foods Inc.
                                            11432 Lackland Road
                                            St. Louis, Missouri  631146
                                            Attention:  General Counsel

               If to the Executive:         Ronald Hutchison
                                            C/o Aurora Foods Inc.
                                            11432 Lackland Road
                                            St. Louis, Missouri  631146

        IN WITNESS WHEREOF, the undersigned have executed this Agreement on
the date provided below.

                                                   Aurora Foods Inc.



Date:  July 1, 2003                                By:   /s/ Dale Morrison
                                                       -------------------------


                                                   Executive

Date:  July 1, 2003                                By:   /s/ Ronald Hutchison
                                                       -------------------------
                                                          Ronald Hutchison






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