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Exhibit 10(a)(i)




FY10 U.S. Employees — Non Pensionable — Time Based Vesting




Restricted Stock Unit Award and Agreement




[DATE]



Dear                                         :



H. J. Heinz Company is pleased to confirm that, effective as of                     , you have been granted an
award of Restricted Stock Units (“RSUs”) in accordance with the terms and conditions of the Third
Amended and Restated H. J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “Plan”). This
Award is also made under and governed by the terms and conditions of this letter agreement
(“Agreement”), which shall control in the event of a conflict with the terms and conditions of the
Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its
Subsidiaries. Unless otherwise defined in this Agreement, all capitalized terms used in this
Agreement shall have the same meanings as the capitalized terms in the Plan, which are hereby
incorporated by reference into this Agreement.





	1.	 	RSU Award. You have been awarded a total of                                          RSUs.
	 
	2.	 	RSU Account. RSUs entitle you to receive a corresponding number of shares of H. J.
Heinz Company Common Stock (“Common Stock”) in the future, subject to the conditions and
restrictions set forth in this Agreement, including, without limitation, the vesting
conditions set forth in Paragraph 3 below. Your RSUs will be credited to a separate account
established and maintained by the Company on your behalf or by a third party engaged by the
Company for the purpose of implementing, administering and managing the Plan. Until the
Distribution Date (as defined herein), the value of your unvested RSUs is subject to change
based on increases or decreases in the market price of the Common Stock. Because the RSUs are
not actual shares of Common Stock, you cannot exercise voting rights on them until the
Distribution Date.
	 
	3.	 	Vesting. You will become vested in the RSUs credited to your account according to
the following schedule:                                         .
	 
	4.	 	Termination of Employment. The termination of your employment with the Company will
have the following effect on your RSUs:






	 	(a)	 	Retirement. If the termination of your employment with the Company is the result
of Retirement, any RSUs granted hereunder that remain unvested as of your Date of
Termination shall continue to vest in accordance with the vesting schedule set forth in
Paragraph 3 above, subject to the requirements of Paragraph 5 below.
	 
	 	(b)	 	Disability or Involuntary Termination without Cause. If the termination of your
employment with the Company is the result of Disability or




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	 	 	 	involuntary termination without Cause, any RSUs granted hereunder that remain
unvested as of your Date of Termination shall continue to vest in accordance with the
vesting schedule set forth in Paragraph 3 above, subject to the requirements of
Paragraph 5 of this Agreement, but in no event later than the last business day of
the month of the one year anniversary of your Date of Termination.
	 
	 	(c)	 	Death. In the event that you should die while you are continuing to perform
services for the Company or following Retirement, any RSUs that remain unvested as of
the date of your death shall continue to vest in accordance with the vesting schedule
set forth in Paragraph 3 above, but in no event later than the last business day of the
month of the one year anniversary of your Date of Termination.
	 
	 	(d)	 	Termination Following a Change in Control. In the event you terminate your
employment with the Company for Good Reason following a Change in Control, or the
Company terminates your employment other than for Cause following a Change in Control,
any RSUs that remain unvested as of your Date of Termination shall vest as set forth in
the Plan.
	 
	 	(e)	 	Other Termination. If your employment with the Company terminates for any reason
other than as set forth in subparagraphs (a), (b), (c), or (d) above, including without
limitation any voluntary termination of employment or an involuntary termination for
Cause, no further vesting will occur and you will immediately forfeit all of your rights
in any RSUs that remain unvested as of your Date of Termination.






	5.	 	Non-Solicitation/Confidential Information. In partial consideration for the RSUs
granted to you hereunder, you agree that you shall not, during the term of your employment by
the Company and for 12 months after termination of your employment, regardless of the reason
for the termination, either directly or indirectly, solicit, take away or attempt to solicit
or take away any other employee of the Company, either for your own purpose or for any other
person or entity. You further agree that you shall not, during the term of your employment by
the Company or at any time thereafter, use or disclose the Confidential Information (as
defined below) except as directed by, and in furtherance of the business purposes of, the
Company. You acknowledge that the breach or threatened breach of this Paragraph 5 will result
in irreparable injury to the Company for which there is no adequate remedy at law because,
among other things, it is not readily susceptible of proof as to the monetary damages that
would result to the Company. You consent to the issuance of any restraining order or
preliminary restraining order or injunction with respect to any conduct by you that is
directly or indirectly a breach or threatened breach of this Paragraph 5. Any breach by you
of the provisions of this Paragraph 5 will, at the option of the Company and in addition to
all other rights and remedies available to the Company at law, in




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	 	 	equity or under this Agreement, result in the immediate forfeiture of all of your rights in
any RSUs that remain unvested as of the date of such breach.
	 
	 	 	“Confidential Information” as used herein shall mean technical or business information not
readily available to the public or generally known in the trade, including but not limited
to inventions; ideas; improvements; discoveries; developments; formulations; ingredients;
recipes; specifications; designs; standards; financial data; sales, marketing and
distribution plans, techniques and strategies; customer and supplier information;
equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade
secrets and other confidential information, knowledge, data and know-how of the Company,
whether or not they originated with you, or represent information which the Company
received from third parties under an obligation of confidentiality.
	 
	6.	 	Dividend Equivalents. An amount equal to the dividends payable on the shares of
Common Stock represented by your unvested RSUs will be accrued as of each quarterly period
dividend payment record date and will be credited to you and distributed upon vesting of such
RSUs, subject to forfeiture of unvested RSUs and undistributed cash dividend equivalents
accrued on such unvested RSUs, subject to forfeiture in the event of voluntary termination of
employment or involuntary termination of employment for Cause prior to vesting. These
payments will be calculated based upon the number of such vesting RSUs that were credited to
your account as of each quarterly period dividend record date prior to vesting. These
payments will be reported as income to the applicable taxing authorities, and federal, state,
local and/or foreign income and/or any employment taxes will be withheld from such payments as
and to the extent required by applicable law.
	 
	7.	 	Distribution. All RSU distributions will be made in the form of actual shares of
Common Stock and will be distributed to you as soon as administratively practical after one of
the following dates (each, a “Distribution Date”):






	 	(a)	 	Default Distribution Date. Shares of Common Stock representing your RSUs
will be distributed to you on the date the RSUs vest, or, if such date is not a
business day, on the next business day, unless the Distribution Date is automatically
deferred as provided in subparagraph (b) below.
	 
	 	(b)	 	Separation of Service of Specified Employee. If your distribution is on
account of your “separation from service” as defined in Internal Revenue Code (“IRC”)
section 409A and the regulations thereunder, and if you are a “specified employee,” as
defined in IRC section 409A(a)(2)(B)(i) on your Distribution Date, and your
distribution constitutes the “deferral of compensation” as defined in IRC section 409A
and the regulations thereunder, your distribution will be automatically deferred until
the date that is six (6) months after your “separation from service,” regardless of
your Default Distribution Date.




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	 	 	Subject to Paragraph 7(b), certificates representing the distributed shares of Common Stock
will be delivered to the firm maintaining your account as soon as practicable after a
Distribution Date occurs. Notwithstanding the foregoing, and subject to Paragraph 7(b),
all vested RSUs will be distributed to you at the close of business on the day following
the last day of your employment with the Company, or as soon as administratively
practicable thereafter, if you terminate employment with the Company for any reason.
Notwithstanding the foregoing, RSU distributions will be made at a date other than as
described above to the extent necessary to comply with the requirements of IRC section
409A.





	8.	 	Impact on Benefits. Your RSU Award will not be included as compensation
for the year of the grant for purposes of the H.J. Heinz Company
Supplemental Executive Retirement Plan (as amended and restated
effective September 1, 2007), the H.J. Heinz Company Employees
Retirement and Savings Excess Plan (as amended and restated effective
January 1, 2005), and/or any other plan of the Company, regardless of
whether or not the RSUs subsequently vest.
	 
	9.	 	Tax Withholding. On the Distribution Date, the Company will withhold a
number of shares of Common Stock that is equal, based on the Fair
Market Value of the Common Stock on the Distribution Date, to the
amount of the federal, state, local, and/or foreign income and/or
employment taxes required to be collected or withheld with respect to
the distribution, or make arrangements satisfactory to the Company for
the collection thereof; provided however, that after you have achieved
retirement eligibility under the provisions of any formal retirement
plan of the Company or Subsidiary, you will be required to remit to
the Company a cash amount to satisfy Federal Insurance Contributions
Act taxes on all unvested RSUs.
	 
	10.	 	Non-Transferability. Your RSUs may not be sold, transferred, pledged,
assigned or otherwise encumbered except by will or the laws of descent
and distribution. You may also designate a beneficiary(ies) in the
event that you die before a Distribution Date occurs, who shall
succeed to all your rights and obligations under this Agreement and
the Plan. If you do not designate a beneficiary, your RSUs will pass
to the person or persons entitled to receive them under your will. If
you shall have failed to make a testamentary disposition of your RSUs
in your will or shall have died intestate, your RSUs will pass to the
legal representative or representatives of your estate.
	 
	11.	 	Employment At-Will. You acknowledge and agree that nothing in this
Agreement or the Plan shall confer upon you any right with respect to
future awards or continuation of your employment, nor shall it
constitute an employment agreement or interfere in any way with your
right or the right of Company to terminate your employment at any
time, with or without cause, and with or without notice.




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	12.	 	Collection and Use of Personal Data. You consent to the
collection, use, and
processing of personal data
(including name, home
address and telephone
number, identification
number and number of RSUs
held on your behalf) by the
Company or a third party
engaged by the Company for
the purpose of implementing,
administering and managing
the Plan and any other stock
option or stock incentive
plans of the Company (the
“Plans”). You further
consent to the release of
personal data (a) to such a
third party administrator,
which, at the option of the
Company, may be designated
as the exclusive broker in
connection with the Plans,
or (b) to any Subsidiary of
the Company, wherever
located. You hereby waive
any data privacy rights with
respect to such data to the
extent that receipt,
possession, use, retention,
or transfer of the data is
authorized hereunder.
	 
	13.	 	Future Awards. The Plan is discretionary in nature and the Company may modify,
cancel or terminate it at any time without prior notice in accordance with the terms of the
Plan. While RSUs or other awards may be granted under the Plan on one or more occasions or
even on a regular schedule, each grant is a one time event, is not an entitlement to an award
of RSUs in the future, and does not create any contractual or other right to receive an award
of RSUs, compensation or benefits in lieu of RSUs or any other compensation or benefits in the
future.
	 
	14.	 	Compliance with Stock Ownership Guidelines. All RSUs granted to you under this
Agreement shall be counted as shares of Common Stock that are owned by you for purposes of
satisfying the minimum share requirements under the Company’s Stock Ownership Guidelines
(“SOG”). Notwithstanding the foregoing, you acknowledge and agree that, with the exception of
the number of shares of Common Stock withheld to satisfy income tax withholding requirements
pursuant to Paragraph 9 above, 75% of the shares of Common Stock represented by the RSUs
granted to you hereunder cannot be sold or otherwise transferred, even after the Distribution
Date, unless and until you have met the Company’s SOG’s minimum share ownership requirements.
The Management Development & Compensation Committee may not approve additional RSU awards to
you unless you are in compliance with the terms of this Paragraph 14 and the applicable SOG
requirements.
	 
	15.	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.
	 
	16.	 	Internal Revenue Code Section 409A. Unless a deferral election satisfying the
requirements of IRC section 409A is offered with respect to this award and the distribution of
this award is deferred by reason of a deferral election by you, or unless you have achieved
retirement eligibility under the provisions of any formal retirement plan of the Company or
Subsidiary, it is intended that this award shall not constitute the “deferral of compensation”
within the meaning of IRC section 409A and, as a result, shall not be subject to the
requirements of IRC section 409A. The Plan, and this award Agreement, are to be interpreted
in a manner




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	 	 	consistent with this intention. Absent a deferral election, or unless you have achieved
retirement eligibility under the provisions of any formal retirement plan of the Company or
Subsidiary, and notwithstanding any other provision in the Plan, a new award may not be
issued if such award would be subject to IRC section 409A at the time of grant, and an
existing award may not be modified in a manner that would cause such award to become
subject to IRC section 409A at the time of such modification.




This RSU Award is subject to your on-line acceptance of the terms and conditions of this Agreement
through the Fidelity website.


	 	 	 	 	 
	 	H. J. HEINZ COMPANY

 	 
	 	By:  	/s/ William R. Johnson
 	 
	 	 	William R. Johnson 	 
	 	 	Chairman of the Board, President and

Chief Executive Officer 	 
	 



	 	 	 	 
	Accepted:
	 	 	 
	 
	 	 	 
	Date:
	 	 	 






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