EXHIBIT 10.6
LOCK-UP AGREEMENT
___________________
Ascendia Brands, Inc.
100 American Metro Boulevard
Hamilton, NJ 08619
Dear Sirs:
Reference is made to that certain
Employment Agreement, dated as of February 9, 2007 (the “
Employment Agreement ”), by and between Ascendia
Brands, Inc. (“ Ascendia Brands ”) and Steven R.
Scheyer (the “ Executive ”). Capitalized terms
used but not defined herein shall have the meanings given to them
in the Employment Agreement.
For and in consideration of the
grant of the Option, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
during the Lock-Up Period (as defined below), the Executive will
not, without the prior written consent of Ascendia Brands, directly
or indirectly, (i) offer, sell, contract to sell, lend, encumber,
pledge, donate or otherwise dispose of or transfer (any of the
foregoing, a “ Transfer ”) the Option, any
shares of common stock of Ascendia Brands (“ Ascendia
Brands Common Stock ”) underlying the Option or any
securities received as a distribution thereon or otherwise with
respect thereto, whether now owned or hereafter acquired by the
Executive or with respect to which the Executive has or hereafter
acquires the power of disposition (collectively, the “
Securities ”) or (ii) enter into any swap or any other
agreement or transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of
the Securities, whether any such swap or transaction described in
(i) or (ii) above is to be settled by the delivery of shares of
Ascendia Brands Common Stock or other securities, in cash or
otherwise. Notwithstanding the foregoing or anything contained
herein to the contrary, (A) if Prence
