BOULDER BRANDS, INC. SEPARATION AND RELEASE AGREEMENT

(a)

A payment equal to the Executive's accrued but unpaid base salary and 40 accrued but unused vacation hours as of the Separation Date (as well as any unpaid reimbursements for reasonable and necessary expenses incurred by the Executive on behalf of Boulder Brands during the period ending on the Separation Date);

A payment of a total gross amount of $390,833.33, representing fourteen months of base salary, to be paid in a single lump sum on the tenth (10th) day following the date that the Executive has duly executed the release agreement referred to in Section 3 hereof, provided that the Executive has not revoked such agreement;

A payment equal to $234,500, representing a bonus amount at the target level of 70% of Executive's base salary as in effect on the Separation Date;

A payment equal to $82,086.03, representing 35% of the retention bonus amount for which the Executive became eligible under that certain Retention Bonus Award Agreement between the parties dated September 15, 2015; and

In addition, the Executive's outstanding vested equity awards as of the Separation Date (in respect of 173,814 shares of Company common stock) (the "Vested Options"), notwithstanding the terms of the applicable award agreements to which the Executive is a party with respect to the equity awards granted as of December 28, 2009, December 31, 2010, March 23, 2011, April 2, 2012, April 2, 2012 and January 15, 2014 (collectively, the "Equity Award Agreements"), may be exercised as follows: (A) 100% of the Vested Options may be exercised until April 5, 2016; provided, however, that the portion of the Vested Options in respect of 86,907 shares will be forfeited and terminated as of 4:00 pm New York time on April 5, 2016 to the extent the Vested Options for that number of shares has not been exercised prior to that time; and (B) the remaining portion of the Vested Options that was not previously exercised or forfeited under clause (A) (consisting of up to 86,907 shares) may be exercised until October 4, 2016, and to the extent not so exercised, will be forfeited as of 4:00 pm New York time on that date. All unvested equity awards as of the Separation Date will be forfeited and terminated effective as of the Separation Date in accordance with the terms of the applicable Equity Award Agreement. Any exercise of the Vested Options shall be made in accordance with the terms of the applicable Equity Award Agreement. Notwithstanding anything to the contrary under the terms of the Equity Award Agreements, as applicable, Executive hereby waives the right, if any, to elect at any time in the future to pay to the Company the Exercise Price and the Tax Obligation (as such terms are defined in each of the Equity Award Agreements) in respect of that portion of the Vested Options that Executive elects to exercise by having the Company reduce the number of shares Executive receives upon exercise; therefore, at the time of exercise, the Executive may pay the applicable Exercise Price and Tax Obligation by using any of the other methods allowed under the applicable Equity Award Agreement.  The Executive hereby agrees to execute any documents as may reasonably be requested by the Company to effectuate the Executive's election to exercise any portion of the Vested Options.

In the event that the Executive makes a timely election of COBRA continuation coverage, Boulder Brands shall, at the Company's option, either pay directly or reimburse Executive for the cost of all premiums for such coverage in accordance with Section 3(c)(iii) of the Severance Agreement during the period beginning on the Separation Date and ending on the earlier of (i) the date the Executive becomes eligible for medical benefits from a subsequent employer or (ii) the date that is fourteen (14) months following the Separation Date (provided that the Executive may continue to receive COBRA coverage for up to eighteen (18) months total at the Executive's expense).  Reimbursement payments of COBRA continuation premiums shall be made in a lump sum within fifteen (15) days of the date such premiums are paid by the Executive and in all events prior to the end of the Executive's taxable year following the taxable year in which such premiums were paid by the Executive. With respect to such payments or coverage, as the case may be, the Executive hereby acknowledges that he is obligated to notify Boulder Brands that he has become eligible for benefits with a new employer.

The Executive's rights under any Boulder Brands sponsored employment benefit plan, program or arrangement shall be determined in accordance with the applicable plan or other operative document in accordance with Section 3(d) of the Severance Agreement.

Non-Competition, Non-Solicitation and Nondisparagement. The Executive and Boulder Brands agree that Section 4 of the Severance Agreement shall remain in full force and effect and the Executive further covenants that he is currently in compliance with such Section.

Confidentiality.  Boulder Brands and the Executive are parties to an Employee Invention Assignment and Confidentiality Agreement, dated as of May 31, 2008 (the "Confidentiality Agreement").  Boulder Brands and the Executive agree that the Confidentiality Agreement shall remain in full force and effect according to its terms notwithstanding the execution and entry into effect of this Agreement.

BBIG Board Service.  The Executive agrees to continue to serve at the pleasure of the Company as a Company appointed representative on the board of directors of Boulder Brands Investment Group, LLC ("BBIG") and as the BBIG representative on any or all of the BBIG portfolio companies' boards of directors, provided that such appointment and the term of such appointment is at full discretion of the Company and, provided, further, that notwithstanding anything to the contrary in the BBIG LLC agreement or other applicable governance documents, Executive shall not have the authority to legally bind BBIG or the Company (e.g., enter into contracts, provide approvals, consents or waivers, etc.) without the express consent of the Company's chief legal officer or his designee.  Executive hereby agrees that he shall not be compensated for his service as a director of BBIG or as a director of any BBIG portfolio company, other than reasonable reimbursement of approved expenses. It is the intent of the parties that Executive's service in his capacity as a director under this Section 5(c) shall not exceed 20 hours per month.

Return of Property. The Executive acknowledges that all Boulder Brands equipment and property have been safely returned to Boulder Brands.  Boulder Brands has agreed that Executive can keep his laptop, ipad, cell phone and cell phone number.  Prior to his Separation Date, the Executive shall provide Boulder Brands access to his laptop and Blackberry (or any smartphone or other communication device) to preserve and then purge all Boulder Brands data and information from the devices.

Litigation.  By executing this Agreement, the Executive agrees that he shall cooperate with and assist Boulder Brands in any legal proceedings involving Boulder Brands related to information the Executive is reasonably likely to have obtained in connection with his employment upon request of Boulder Brands to the extent permitted by law.  Such cooperation and assistance shall include without limitation:  providing information or analysis to Boulder Brand's counsel as part of their case preparation; identifying and gathering relevant documents or information; and testifying at deposition, hearing or trial.  To the extent the Executive's cooperation and assistance is requested following your termination of employment for any reason, in consideration for the Executive's full cooperation and assistance at such time, the Executive shall (i) be entitled to compensation at the rate of $250 per hour subject to a maximum of $2,000 per day and (ii) be entitled to reimbursement of reasonable costs and expenses incurred at Boulder Brands' direction. The Executive may elect to engage counsel at the Executive's own expense or choose to be represented by counsel appointed and paid for by Boulder Brands.  The Executive and Boulder Brands agree that all communication between the Executive and any employee or agent of Boulder Brands with respect to carrying out this provision shall not be shared with anyone other than employees or agents of Boulder Brands who need to know for purposes of the pending litigation.  So long as the Executive and Boulder Brands are not adverse in the proceedings, the Executive shall cooperate with Boulder Brands in seeking the Joint Defense and/or Common Interest Privilege on all such communications. If the Executive is served with a subpoena or other legal process requesting that the Executive provide testimony, documents or other information, the Executive agrees to promptly notify Boulder Brands and cooperate with any efforts by Boulder Brands' attorneys to protect confidential or proprietary company information.  This provision is not intended and shall not be construed to create any rights or duties not expressly provided herein, nor to change rights to which the Executive is entitled under the Indemnification Agreement.