Long Term Incentive Plan (2000)Full Document 

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                 MOTHER'S CAKE & COOKIE CO.

                 SECOND AMENDED AND RESTATED
                        SUPPLEMENTAL
                  LONG TERM INCENTIVE PLAN
                      FOR KEY EMPLOYEES




MOTHER'S CAKE & COOKIE CO.
SECOND AMENDED AND RESTATED
SUPPLEMENTAL LONG TERM INCENTIVE PLAN
FOR KEY EMPLOYEES


     Section 1.     Purpose.  The purpose of the Mother's
Cake & Cookie Co. Supplemental Long Term Incentive Plan for
Key Employees is to promote the interests of Mother's Cake &
Cookie Co. and Specialty Foods Corporation, its parent
corporation, by attracting, incenting and rewarding certain
key executives of Mother's Cake & Cookie Co. to: (a) create
economic value; (b) focus management's attention on overall
corporate performance and thereby promote cooperation and
teamwork among management; and (c) provide executives with a
direct economic interest in the attainment of long term
business objectives.  This Plan supersedes the Mother's Cake
& Cookie Co. Supplemental Long Term Incentive Plan effective
October 31, 1997 and the Amended and Restated Supplemental
Long Term Incentive Plan effective March 15, 1999.  All
Participant Awards previously granted under the First
Amended and Restated Plan effective March 15, 1999 remain in
full force and effect (unless otherwise previously
terminated pursuant to the terms of the first Amended and
Restated Plan) and are to be deemed granted under the terms
of this Second Amendment.

     Section 2.     Definitions.  As used in this Plan,
capitalized terms shall have the meanings set forth below:

          (a)  "Board of Directors" shall mean the board of
directors of SFC, as in place from time to time.

          (b)  "Change of Control" shall mean a sale or
transfer, directly or indirectly, of all of the outstanding
stock of Holdings or the Company or substantially all of the
assets of Holdings or the Company to an unaffiliated entity.


          (c)  "Change of Control Payment" shall mean a
payment to be made to a Participant in accordance with
Section 4(a).

          (d)  "Company" shall mean Mother's Cake & Cookie
Co., a California corporation and its subsidiaries,
including Archway Cookies, L.L.C., a Delaware limited
liability corporation.

          (e)  "Effective Date" shall mean March 15, 2000.

          (f)  "EBITDA" shall mean the amount determined on
a consolidated basis for Holdings and the Company (as
reflected on the consolidated financial statements of
Holdings and the Company) for the Measuring Fiscal Year
equal to the consolidated (i) income from operations, plus
(ii) depreciation of its property, plant and equipment and
amortization of intangible assets of Holdings and the
Company.

          (g)  "Employee" shall mean an employee of the
                Company.

          (h)  "Fair Market Value" shall mean:

                              (i)  In the event of a
                    potential Change of Control
                    Payment, the aggregate net cash
                    proceeds received by Holdings, the
                    Company and/or SFC (and its
                    subsidiaries) (after deducting all
                    transaction fees and expenses
                    incurred by Holdings, the Company
                    and/or SFC in connection with such
                    Change of Control); and

                              (ii) In the event of a
                    potential Terminal Value Payment,
                    the Fair Market Value of Holdings
                    and the Company, as of the Terminal
                    Value Measurement Date, as
                    determined by multiplying the
                    EBITDA of the Measuring Fiscal Year
                    by a factor of nine and a half
                    (9.5).  By way of example, if the
                    EBITDA of the Measuring Fiscal Year
                    equaled $25.0 million, the Fair

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