EX-10(A)(III)











Exhibit 10(a)(iii)




US EMPLOYEES




Long-Term Performance Program Award Agreement

(Fiscal Years 2009-2010)




<<DATE>>




Dear <<RECIPIENT NAME>>
:



H. J.
Heinz Company is pleased to confirm that, effective as of
<<DATE>>, you
have been granted an award under the Long-Term Performance Program in
accordance with the terms and conditions of the Second Amended and Restated
H. J. Heinz Company Fiscal Year 2003 Stock Incentive Plan, as amended from time
to time (the “Plan”). This award is also made under and pursuant to this
letter agreement (“Agreement”), the terms and conditions of which shall govern
and 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 defined meanings
as in the Plan.





	1.	 	Award. The target value of the award to you under this Agreement is
equal to $ <<VALUE>>
 (the “Target Award Opportunity”). The maximum award
opportunity for the Performance Period is equal to twice this amount (the
“Maximum Award Opportunity”), subject to prorating pursuant to Paragraph 3
below. Your actual award will be paid as a percentage of your Target
Award Opportunity, as determined pursuant to Paragraph 2 below (the
“Award”). The “Performance Period” means the two consecutive fiscal year
periods of Fiscal Year 2009 and Fiscal Year 2010 (May 1, 2008 through
April 28, 2010).
	 
	2.	 	Performance Goals. The Award will be determined based upon the level
of success the Company achieves during the Performance Period relative to
the performance goals established by the Management Development and
Compensation Committee of the Company’s Board of Directors (“MD&CC”) as
set forth below:






	 	(a)	 	Earnings Per Share (EPS) Funding Metric. The Maximum Award
Opportunity, as determined by the MD&CC, will be available at
the end of the Performance Period, if the Company meets or
exceeds a two-year cumulative EPS threshold of $5.26,
adjusted to eliminate the after-tax effects of any charges
that may be excluded when determining Performance Measures
under the Plan. The Award will then be determined subject to
the ROIC metric and the TSR metric defined below, and the
MD&CC’s discretion to adjust the Award below the Maximum
Award Opportunity. If the target EPS goal is not achieved,
the Award will not be paid.
	 
	 	(b)	 	After–Tax Return on Invested Capital (ROIC) Metric. Fifty
percent (50%) of your Target Award Opportunity will be
determined by the Company’s performance against the ROIC
target metric established by the MD&CC (“ROIC Target”). For
each fiscal year in the Performance




 









 






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	 	 	 	Period, a ROIC value will
be calculated, as adjusted to eliminate the after-tax effects
of any charges that may be excluded when determining
Performance Measures under the Plan (“ROIC Value”). Each
ROIC Value will consist of after-tax operating profit as
defined by the Company divided by average invested capital.
Average invested capital is defined as the five quarter
average of net debt, as defined by the Company, plus total
shareholder equity as set forth on the financial statements
of the Company for the five most recent fiscal quarters. At
the end of the Performance Period, the ROIC Values for each
fiscal year in the Performance Period will be averaged (the
“ROIC Average”) and the ROIC Average will be compared to the
ROIC Target.
	 
	 	 	 	The payout percentage for the ROIC metric for the Performance
Period is as follows:





	 	 	 	 	 	 	 	 	 
	 	 	Percent of ROIC Target	 	Percent of Target Award
	Performance	 	Achieved	 	Opportunity Earned (1)
	Above Maximum
	 	 	>120	%	 	 	100	%
	Maximum
	 	 	120	%	 	 	100	%
	Target
	 	 	100	%	 	 	50	%
	Threshold
	 	 	80	%	 	 	12.5	%
	Below Threshold
	 	 	<80	%	 	 	0	%








 




			
	Note:	 	 (1) Represents one-half of the Target Award Opportunity






	 	(c)	 	Total Shareholder Return (TSR) Metric. Fifty percent (50%) of
your Target Award Opportunity will be determined by the
Company’s two-year TSR growth rate (the “TSR Value”) compared
to the two-year TSR growth rates of each of the companies in
the TSR Peer Group other than the Company. The following
companies comprise the TSR Peer Group: Archer Daniels
Midland, Campbell Soup Company, ConAgra Foods Inc., Dean
Foods Company, General Mills, Inc., H.J. Heinz Company, The
Hershey Company, Kellogg Company, Kraft Foods Inc., McCormick
& Company, Incorporated, Sara Lee Corporation, and Tyson
Foods, Inc. (each a “TSR Peer Company”). Each of the TSR
Peer Companies’ two-year TSR growth rates will be calculated
by using the following values:






	 	(i)	 	Starting Value. The average of each TSR Peer Company’s
stock price for the 60 trading days prior to the first
day of a Performance Period (the “Starting Value”);
and
	 
	 	(ii)	 	Ending Value. The average of each TSR Peer Company’s
stock price for the 60 trading days prior to and
including the last day of a




 









 






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	 	 	 	Performance Period plus
all dividends paid over the Performance Period (the
“Ending Value”).
	 
	 	(iii)	 	TSR Value. Dividing the Ending Value by the Starting
Value minus one and multiplied by 100 (the “TSR
Value”).
	 
	 	(iv)	 	TSR Percentile Ranking. Arraying all of the TSR Peer
Companies, including the Company, from lowest TSR
Value, which is given a ranking of 1, to highest TSR
Value, then dividing the Company’s ranking by the
total number of TSR Peer Companies (the “TSR
Percentile Ranking”).






	 	 	 	The Company’s TSR Percentile Ranking will determine the
percentage of the Target Award Opportunity earned as
follows:





	 	 	 	 	 	 
	 	 	 	Percentage of Target Award
	Company’s TSR Percentile Ranking	 	 	Opportunity Earned (1)
	90% - 100%
	 	 	 	100.0	%
	80% - 89.99%
	 	 	 	87.5	%
	70% - 79.99%
	 	 	 	75.0	%
	60% -69.99%
	 	 	 	62.5	%
	50% - 59.99%
	 	 	 	50.0	%
	40% - 49.99%
	 	 	 	37.5	%
	30% - 39.99%
	 	 	 	25.0	%
	20% -29.99%
	 	 	 	12.5	%
	Less than 20%
	 	 	 	0.0	%








 




			
	(1)	 	Represents one-half of the Target Award Opportunity.






	3.	 	Payment of Performance Award. Unless the MD&CC offered a deferral
election satisfying the requirements of Code Section 409A with respect to
your Award, and you made such a deferral election, your Award, if earned,
will be paid as soon as administratively practicable after the last day of
the Performance Period, (but in no event later than March 15th
of the calendar year following the calendar year in which occurs the last
day of the Performance Period), subject to Paragraphs 4 and 5 below.






	 	(a)	 	If your employment with the Company began after the commencement of
the Performance Period, the actual amount of your Target Award
Opportunity will be pro-rated based upon the number of months that
you were employed by the Company (in an eligible position) during
the Performance Period, except that if your employment begins during
the last six months of the Performance Period, no Target Award
Opportunity for that Performance Period will be granted.
	 
	 	(b)	 	The Award will be paid in cash; provided, however, that in the event
that you are an executive covered by the Company’s Stock Ownership
Guidelines and you




 









 





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	 	 	 	have not yet attained the requisite level of
stock ownership at the time payment would otherwise be made, 50% of
your Award, after taxes, will be paid in the form of escrowed,
vested restricted stock. At the end of the fiscal year in which you
meet the Company’s Stock Ownership Guidelines, the restrictions will
be lifted. At the time that the Stock Ownership Guidelines are no
longer applicable because you terminate employment, the escrowed
restricted stock will be distributed in Heinz common stock, subject,
however, to the provisions of Section 13 and the six-month delay
provisions of Internal Revenue Code Section 409A(a)(2)(B), if
applicable.






	4.	 	Termination of Employment. The termination of your employment with
the Company will have the following effect on your Award:






	 	(a)	 	Qualified Termination of Employment During First Year of Performance
Period. In the event that your employment with the Company ends
during the first fiscal year of the Performance Period as a result
of your Death, Disability, Retirement, or Involuntary Termination
without Cause, your Award will automatically be pro-rated and paid
(in accordance with Paragraph 3 above) at the end of the Performance
Period as determined in accordance with Paragraph 2 above.
	 
	 	(b)	 	Qualified Termination of Employment During Second Year of Performance
Period. In the event that your employment with the Company ends
during the second year of the Performance Period as the result of
your Death, Disability, Retirement, or Involuntary Termination
without Cause, you will receive your Award (in accordance with
Paragraph 3 above) at the end of the Performance Period as
determined in accordance with Paragraph 2 above.
	 
	 	(c)	 	Other Termination. In the event your employment with the Company ends
as the result of any reason other than as set forth in subparagraph
4(a) or (b) above, including without limitation any voluntary
termination of employment or an Involuntary Termination for Cause,
your Award will automatically be forfeited.
	 
	 	(d)	 	Change in Control. In the event of a Change in Control (as defined in
Treas. Reg. §1.409A-3(i)(5)) during the Performance Period, payment
of this Performance Award will be immediately accelerated. The
amount of the Performance Award will be prorated as of the date the
Change in Control becomes effective, and shall be determined based
upon verifiable Company performance as of such date.






	5.	 	Non-Solicitation/Confidential Information. In partial consideration
for the Award 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




 









 





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	 	 	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 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.
	 
	 	 	“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.	 	Impact on Benefits. The Award, if earned, will not be included as
compensation under any of the Company’s retirement and other benefit
plans, including but not limited to the H.J. Heinz Company Supplemental
Executive Retirement Plan, the H.J. Heinz Company Employees Retirement and
Savings Excess Plan and/or any other plan of the Company.
	 
	7.	 	Tax Withholding. When your Award is paid, the Company will withhold
the amount of money payable for the federal, state, local, and/or foreign
income and/or employment taxes required to be collected or withheld with
respect to the payment.
	 
	8.	 	Non-Transferability. Your Award may not be sold, transferred, pledged,
assigned or otherwise encumbered except by will or the laws of descent and
distribution.
	 
	9.	 	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 the Company to terminate your employment at any time, with or
without cause, and with or without notice.
	 
	10.	 	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) 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 or long-term
incentive plans of the Company (the “Plans”). You further consent to the
release of personal data 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. You




 









 





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	 	 	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.
	 
	11.	 	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 Awards 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 cash or stock in the future, and does not create any contractual
or other right to receive an Award or other compensation or benefits in
the future.
	 
	12.	 	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.
	 
	13.	 	Code Section 409A. Unless a deferral election satisfying the
requirements of Code Section 409A is offered with respect to the Award, it
is intended that this Award shall not constitute a “deferral of
compensation” within the meaning of Section 409A of the Code and, as a
result, shall not be subject to the requirements of Section 409A of the
Code. The Plan, and this Award Agreement, are to be interpreted in a
manner consistent with this intention. Notwithstanding any other
provision in the Plan, a new award may not be issued if such award would
be subject to Section 409A of the Code at the time of grant, and the
existing Award may not be modified in a manner that would cause such Award
to become subject to Section 409A of the Code at the time of such
modification.




This Award is subject to your signing both copies of this Agreement and
returning one signed and dated copy to the Company.




	 	 	 	 	 
	 	H. J. HEINZ COMPANY

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	Accepted:
	 	 
	 	 
	 
	Date: