EX-10(A)(XIV)






Exhibit 10 (a) (xiv)






THIRD AMENDED AND RESTATED

H. J. HEINZ COMPANY GLOBAL

STOCK PURCHASE PLAN





 









 





THIRD AMENDED AND RESTATED

H. J. HEINZ COMPANY




GLOBAL

STOCK PURCHASE PLAN

TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	1. Purpose
	 	 	1	 
	 	 	 	 	 
	2. Definitions
	 	 	1	 
	 	 	 	 	 
	3. Eligibility
	 	 	3	 
	 	 	 	 	 
	4. Participation and Withdrawal
	 	 	3	 
	 	 	 	 	 
	5. Offering
	 	 	5	 
	 	 	 	 	 
	6. Purchase of Stock
	 	 	6	 
	 	 	 	 	 
	7. Payment and Delivery
	 	 	6	 
	 	 	 	 	 
	8. Recapitalization
	 	 	6	 
	 	 	 	 	 
	9. Merger, Liquidation, Other Corporation Transactions
	 	 	7	 
	 	 	 	 	 
	10. Transferability
	 	 	7	 
	 	 	 	 	 
	11. Amendment or Termination of the Plan
	 	 	7	 
	 	 	 	 	 
	12. Administration
	 	 	8	 
	 	 	 	 	 
	13. Committee Rules for Foreign Jurisdictions
	 	 	9	 
	 	 	 	 	 
	14. Securities Law Requirements
	 	 	9	 
	 	 	 	 	 
	15. Government Regulations
	 	 	9	 
	 	 	 	 	 
	16. No Enlargement of Employee Rights
	 	 	9	 
	 	 	 	 	 
	17. Governing Law
	 	 	10	 
	 	 	 	 	 
	18. Effective Date
	 	 	10	 
	 	 	 	 	 
	19. Code Section 409A
	 	 	10	 
	 	 	 	 	 
	Appendix A. Sub-Plan for Participants located in the European Economic Area
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THIRD AMENDED AND RESTATED

H. J. HEINZ COMPANY




GLOBAL

STOCK PURCHASE PLAN




1. PURPOSE.




     The purpose of this Plan is to provide an opportunity for Employees of H. J. Heinz Company
(the “Corporation”) and its Designated Affiliates, to purchase Common Stock of the Corporation and
thereby to have an additional incentive to contribute to the prosperity of the Corporation. It is
not the intention of the Corporation that the Plan qualify as an “Employee Stock Purchase Plan”
under section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, this
Plan authorizes the grant of options and issuance of Common Stock pursuant to sub-plans adopted by
the Committee designed to achieve desired tax or other objectives in particular locations outside
the United States.



2. DEFINITIONS.




     (a) “Affiliate” shall mean (i) any parent corporation or subsidiary corporation of the
Corporation, as those terms are defined in Sections 424(e) and (f), respectively, of the Code and
(ii) any other entity (whether or not a corporation for tax or local law purposes) in which the
Corporation has an equity interest.



     (b) “Board” shall mean the Board of Directors of the Corporation.



     (c) “Code” shall mean the Internal Revenue Code of 1986, of the U.S.A., as amended.



     (d) “Committee” shall mean the committee appointed by the Board in accordance with
Section 12 of the Plan.



     (e) “Common Stock” shall mean the Common Stock of the Corporation, or any stock into
which such Common Stock may be converted.



     (f) “Compensation” shall mean an Employee’s total cash compensation including variable
and non-variable cash compensation, paid on account of personal services rendered by the Employee
to the Corporation or a Designated Affiliate, plus pre-tax contributions of the Employee which are
part of deferred compensation or benefit plans maintained by the Corporation or a Designated
Affiliate, with any modifications determined by the Committee. The Committee shall have the
authority to determine and



 









 







approve all forms of compensation (such as commissions) to be included in the definition of
compensation and may change the definition on a prospective basis.



     (g) “Corporation” shall mean H. J. Heinz Company, a Pennsylvania corporation.



     (h) “Designated Affiliate” shall mean any Affiliate which has been designated by the
Committee as eligible to participate in the Plan with respect to its Employees.



     (i) “Employee” shall mean an individual classified as an employee by the Corporation
or a Designated Affiliate on the payroll records of the Corporation or the Designated Affiliate
during the relevant participation period.



     (j) “Offering Date” shall mean the first business day of each Purchase Period.



     (k) “Fair Market Value” shall mean the value of one (1) share of Common Stock on the
relevant date, determined as follows:



             (1) If the shares are traded on an exchange, the reported “closing price” on the trading day
which precedes the relevant day (e.g., the Offering Date or Purchase Date);



             (2) If (1) does not apply, the fair market value as determined by the Committee in good
faith. Such determination shall be conclusive and binding on all persons.



     (l) “Participant” shall mean a participant in the Plan as described in Section 4 of
the Plan.



     (m) “Plan” shall mean this Third Amended and Restated H. J. Heinz Company Global
Stock Purchase Plan as amended from time to time.



     (n) “Purchase Date” shall mean the last business day of each Purchase Period.



     (o) “Purchase Period” shall mean a three-month, six-month, or other period, as
determined by the Committee. The first Purchase Period shall commence on the Plan’s Effective
Date. Subsequent Purchase Periods, if any, shall run consecutively after the termination of the
preceding Purchase Period. Consistent with Section 19 of the Plan, the Purchase Period cannot be a
period that would give rise to deferred compensation subject to Code section 409A.



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     (p) “Shareholder” shall mean a record holder of shares entitled to vote shares of
Common Stock under the Corporation’s by-laws.



3. ELIGIBILITY.




     Any Employee regularly employed on a full-time or part-time basis by the Corporation or by a
Designated Affiliate on an Offering Date shall be eligible to participate in the Plan with respect
to the Purchase Period commencing on such Offering Date, provided that the Committee may establish
administrative rules requiring that employment commence some minimum period (e.g., one month’s
employment) prior to an Offering Date for the Employee to be eligible to participate with respect
to the Purchase Period beginning on that Offering Date, and provided further that: (1) the
Committee may exclude part-time employees from participation pursuant to criteria and procedures
established by the Committee, and (2) the Committee may impose an eligibility period on
participation of up to two years employment with the Corporation and/or a Designated Affiliate with
respect to participation on any prospective Offering Date. The Board also may determine that a
designated group of highly compensated Employees are ineligible to participate in the Plan so long
as the excluded category fits within the definition of “highly compensated employee” in Code
section 414(g). An Employee shall be considered employed on a full-time basis unless his or her
customary employment is less than 20 hours per week or five months per year. Employees whose
employment terms are covered by a collective bargaining agreement are ineligible to participate in
the Plan unless the collective bargaining agreement specifically provides for participation in this
Plan. The Board may impose restrictions on eligibility and participation of Employees who are
officers and directors to facilitate compliance with federal or state securities laws, foreign
laws, stock exchange requirements, or U.S. accounting rules.



4. PARTICIPATION AND WITHDRAWAL.




     4.1 An Employee who is eligible to participate in the Plan in accordance with Section 3 may
become a Participant by filing, on a date prescribed by the Committee prior to an applicable
Offering Date, a completed payroll deduction authorization and Plan enrollment form provided by the
Corporation or by following an electronic or other enrollment process as prescribed by the
Committee. Participation may be conditioned on an eligible Employee’s consent to transfer and
process personal data and on acknowledgment and agreement to Plan terms and other specified
conditions. An eligible Employee may authorize payroll deductions at the rate of any whole
percentage of the Employee’s base salary, not to exceed fifteen percent (15%) of the Employee’s
Compensation, or such greater percentage, as specified by the Committee, as applied to a Purchase
Period. The Committee may provide for a separate election (of a different percentage) for a
specified item or items of Compensation, including specified bonus payments, if any. All payroll
deductions may be held by the Corporation and commingled with its other corporate funds. No
interest shall be paid or credited to the



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Participant with respect to such payroll deductions
except where required by local law as determined by the Committee. A separate bookkeeping account
for each Participant shall be maintained by the Corporation under the Plan and the amount of each
Participant’s payroll deductions
shall be credited to such account. A Participant may not make any additional payments into such
account. Payroll deductions made with respect to employees paid in currencies other than U.S.
dollars shall be converted to U.S. dollars as of each Purchase Date using the then applicable
exchange rate, as determined by the Committee; provided, however, that the Committee may determine,
with respect to any Purchase Period, that payroll deductions shall be converted to U.S. dollars
based on an average or median exchange rate applicable for the relevant Purchase Period.




     4.2 A Participant may decrease his or her rate of payroll deductions at any time unless other
procedures are prescribed by the Committee. A Participant may increase his or her rate of payroll
deductions only effective on the first payroll date following the next Purchase Date by filing a
new payroll deduction authorization and Plan enrollment form or by following electronic or other
procedures prescribed by the Committee. If a Participant has not followed such procedures to
change the rate of payroll deductions, the rate of payroll deductions shall continue at the
originally elected rate throughout the Purchase Period and future Purchase Periods unless the
Committee determines to change the maximum permissible rate.



     4.3 (a) Under procedures established by the Committee, a Participant may discontinue
participation in the Plan at any time during a Purchase Period by completing and filing a new
payroll deduction authorization and Plan enrollment form with the Corporation or by following
electronic or other procedures prescribed by the Committee. If a Participant has not followed such
procedures to discontinue the payroll deductions, the rate of payroll deductions shall continue at
the originally elected rate throughout the Purchase Period and future Purchase Periods unless the
Committee determines to change the maximum permissible rate.



          (b) If a Participant discontinues participation during a Purchase Period, his or her
accumulated payroll deductions will remain in the Plan for purchase of shares as specified in
Section 6 on the following Purchase Date, but the Participant will not again participate until he
or she re-enrolls in the Plan. Alternatively, participants may request a cash distribution of
monies accumulated but not yet distributed by following such procedures, electronic or otherwise,
as specified by the Committee. The Committee may establish rules limiting the frequency with which
Participants may discontinue and resume payroll deductions under the Plan and may impose a waiting
period on Participants wishing to resume payroll deductions following discontinuance. The
Committee also may change the rules regarding discontinuance of participation or changes in
participation in the Plan.




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          (c) In the event any Participant terminates employment with the Corporation or any Designated
Affiliate for any reason (including death) prior to the expiration of a Purchase Period, the
Participant’s participation in the Plan shall terminate and all amounts credited to the
Participant’s account shall be paid to the Participant or the Participant’s estate without interest
(except where required by local law). Whether a termination of employment has occurred shall be
determined by the Committee. The Committee also may establish rules regarding when leaves of
absence or change of employment status (e.g., from full-time to part-time, transfer to an Affiliate
which is not a Designated Affiliate) will be considered to be a termination of employment, and the
Committee may establish termination of employment procedures for this Plan which are independent of
similar rules established under other benefit plans of the Corporation and its Affiliates. In the
event of a Participant’s death, any accumulated payroll deductions will be paid, without interest,
to the estate or legal representative of the Participant.




5. OFFERING.




     5.1 The maximum number of shares of Common Stock which may be issued pursuant to the Plan
shall be 5,000,000 shares.



     5.2 Subject to Section 19 of this Plan, each Purchase Period shall be determined by the
Committee. Unless otherwise determined by the Committee, the Plan will operate with successive
semi-annual Purchase Periods commencing at the Plan Effective Date. Subject to Section 19 of this
Plan, the Committee shall have the power to change the duration of future Purchase Periods, without
shareholder approval, and without regard to the expectations of any Participants.



     5.3 With respect to each Purchase Period, each eligible Employee who has elected to
participate as provided in Section 4.1 shall be granted an option to purchase the number of shares
of Common Stock which may be purchased with the payroll deductions accumulated in an account
maintained on behalf of such Employee (assuming payroll deductions at a rate of 15% of base salary
or such greater percentage of base salary as determined by the Committee) during each Purchase
Period at the purchase price specified in Section 5.4 below. Each eligible employee is subject to
a limit of $25,000 for purchases during a calendar year.



     5.4 The option price under each option shall be (not less than eighty-five percent (85%))
established by the Committee (“Designated Percentage”) of the Fair Market Value (as defined in
Section 2(k)) of the Common Stock on the Purchase Date on which the Common Stock is purchased. The
Committee may change the Designated Percentage with respect to any future Purchase Period, but not
below eighty-five percent (85%), and the Committee may determine with respect to any prospective
Purchase Period that the option price shall be the Designated Percentage of the Fair Market Value
of the Common Stock on the Purchase Date.



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6. PURCHASE OF STOCK.




     Upon the expiration of each Purchase Period, a Participant’s option shall be exercised
automatically for the purchase of that number of full and fractional shares of Common Stock which
the accumulated payroll deductions credited to the Participant’s account at that time shall
purchase at the applicable price specified in Section 5.4.



7. PAYMENT AND DELIVERY.




     Upon the exercise of an option on each Purchase Date, the Corporation shall deliver (by
electronic or other means) to the Participant a record of the Common Stock purchased, except as
specified below. The Committee may permit or require that shares be deposited directly with a
broker designated by the Committee (or a broker selected by the Committee) or to a designated agent
of the Company, and the Committee may utilize electronic or automated methods of share transfer.
The Committee may require that shares be retained with such broker or agent for a designated period
of time (and may restrict dispositions during that period) and/or may establish other procedures to
permit tracking of such shares or to restrict transfer of such shares. The Committee may require
that shares purchased under the Plan shall automatically participate in a dividend reinvestment
plan or program maintained by the Corporation. The Corporation shall retain the amount of payroll
deductions used to purchase Common Stock as full payment for the Common Stock and the Common Stock
shall then be fully paid and non-assessable. No Participant shall have any voting, dividend, or
other shareholder rights with respect to shares subject to any option granted under the Plan until
the shares subject to the option have been purchased and delivered to the Participant as provided
in Section 7.



8. RECAPITALIZATION.




     8.1 If after the grant of an option, but prior to the purchase of Common Stock under the
option, there is any increase or decrease in the number of outstanding shares of Common Stock
because of a stock split, stock dividend, combination or recapitalization of shares subject to
options, the number of shares to be purchased pursuant to an option, the share limit of Section 5.3
and the maximum number of shares specified in Section 5.1 shall be proportionately increased or
decreased, the terms relating to the purchase price with respect to the option shall be
appropriately adjusted by the Board, and the Board shall take any further actions which, in the
exercise of its discretion, may be necessary or appropriate under the circumstances.



     8.2 The Board, if it so determines in the exercise of its sole discretion, also may adjust the
number of shares specified in Section 5.1, as well as the price per share of Common Stock covered
by each outstanding option and the maximum number of shares subject to any individual option, in
the event the Corporation effects one or more



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reorganizations, recapitalizations, spin-offs,
split-ups, rights offerings, or reductions of shares of its outstanding Common Stock.




     8.3 The Board’s determinations under this Section 8 shall be conclusive and binding on all
parties.



9. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.




     9.1 In the event of the proposed liquidation or dissolution of the Corporation, the Purchase
Period then in progress will terminate immediately prior to the consummation of such proposed
liquidation or dissolution, unless otherwise provided by the Board in its sole discretion, and all
outstanding options shall automatically terminate and the amounts of all payroll deductions will be
refunded without interest to the Participants.



     9.2 In the event of a proposed sale of all or substantially all of the assets of the
Corporation, or the merger or consolidation of the Corporation with or into another corporation,
then in the sole discretion of the Board, (1) each option shall be assumed or an equivalent option
shall be substituted by the successor corporation or parent or subsidiary of such successor
corporation, (2) a date established by the Board on or before the date of consummation of such
merger, consolidation or sale shall be treated as an Exercise Date, and all outstanding options
shall be deemed exercisable on such date, or (3) all outstanding options shall terminate and the
accumulated payroll deductions shall be returned to the Participants, without interest.



10. TRANSFERABILITY.




     Options granted to Participants may not be voluntarily or involuntarily assigned, transferred,
pledged, or otherwise disposed of in any way, and any attempted assignment, transfer, pledge, or
other disposition shall be null and void and without effect. If a Participant in any manner
attempts to transfer, assign, or otherwise encumber his or her rights or interest under the Plan,
other than as permitted by the Code, such act shall be treated as an election by the Participant to
discontinue participation in the Plan pursuant to Section 4.2.



11. AMENDMENT OR TERMINATION OF THE PLAN.




     11.1 The Plan shall continue until September 14, 2014, unless previously terminated in
accordance with Section 11.2.



     11.2 The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend
the Plan, or revise or amend it in any respect whatsoever, except that, without approval of the
shareholders, no such revision or amendment shall:



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          (a) materially increase the number of shares subject to the Plan, other than an adjustment
under Section 8 of the Plan;




          (b) materially modify the requirements as to eligibility for participation in the Plan, except
as otherwise specified in this Plan;




          (c) materially increase the benefits accruing to Participants;




          (d) reduce the purchase price specified in Section 5.4, except as specified in Section 8;




          (e) extend the term of the Plan beyond the date specified in Section 11.1; or




          (f) amend this Section 11.2 to defeat its purpose.




12. ADMINISTRATION.




     The Board shall appoint a Committee consisting of at least two members who will serve for such
period of time as the Board may specify and who may be removed by the Board at any time. The
Committee will have the authority and responsibility for the day-to-day administration of the Plan,
the authority and responsibility specifically provided in this Plan and any additional duties,
responsibility, and authority delegated to the Committee by the Board, which may include any of the
functions assigned to the Board in this Plan. The Committee may delegate to one or more
individuals the day-to-day administration of the Plan. The Committee shall have full power and
authority to promulgate any rules and regulations which it deems necessary for the proper
administration of the Plan, to interpret the provisions and supervise the administration of the
Plan, to make factual determinations relevant to Plan entitlements, to adopt sub-plans applicable
to specified Affiliates or locations, and to take all action in connection with administration of
the Plan as it deems necessary or advisable, consistent with the delegation from the Board.
Decisions of the Board and the Committee shall be final and binding upon all participants. Any
decision reduced to writing and signed by a majority of the members of the Committee shall be fully
effective as if it had been made at a meeting of the Committee duly held. The Corporation shall
pay all expenses incurred in the administration of the Plan. No Board or Committee member shall be
liable for any action or determination made in good faith with respect to the Plan or any option
granted thereunder.



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13. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.




     13.1 The Committee may adopt rules or procedures relating to the operation and administration
of the Plan to accommodate the specific requirements of local laws and procedures. Without
limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules
and procedures regarding handling of payroll deductions, payment of interest, conversion of local
currency, payroll tax, withholding procedures, and handling of stock certificates, which vary with
local requirements.



     13.2 The Committee may also adopt sub-plans applicable to particular Affiliates or locations.
The rules of such sub-plans may take precedence over other provisions of this Plan, with the
exception of Section 5.1, but unless otherwise superseded by the terms of such sub-plan, the
provisions of this Plan shall govern the operation of such sub-plan.



14. SECURITIES LAW REQUIREMENTS.




     The Corporation shall not be under any obligation to issue Common Stock upon the exercise of
any option unless and until the Corporation has determined that: (i) it and the Participant have
taken all actions required to register the Common Stock under the Securities Act of 1933, or to
perfect an exemption from the registration requirements thereof; (ii) any applicable listing
requirement of any stock exchange on which the Common Stock is listed has been satisfied; and (iii)
all other applicable provisions of state, federal, and applicable foreign law have been satisfied.



15. GOVERNMENTAL REGULATIONS.




     This Plan and the Corporation’s obligation to sell and deliver shares of its stock under the
Plan shall be subject to the approval of any governmental authority required in connection with the
Plan or the authorization, issuance, sale, or delivery of stock hereunder.



16. NO ENLARGEMENT OF EMPLOYEE RIGHTS.




     Nothing contained in this Plan shall be deemed to give any Employee the right to be retained
in the employ of the Corporation or any Designated Affiliate or to interfere with the right of the
Corporation or Designated Affiliate to discharge any Employee at any time. It is not intended that
any rights or benefits provided under this Plan shall be considered part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy, end of service
payments, bonuses, long service awards, pension, retirement, or similar payments.



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17. GOVERNING LAW.




     This Plan shall be governed by Pennsylvania law.



18. EFFECTIVE DATE.




     This Plan was effective September 15, 1999, subsequent to the approval of the shareholders of
the Corporation at the annual meeting on September 9, 1999. The second amended and restated
version of this plan was effective upon approval of the shareholders of the Corporation at the
annual meeting on August 15, 2007.



19. CODE SECTION 409A.




     It is intended that the options granted and the Common Stock issued pursuant to the terms of
this Plan shall not constitute “deferrals of compensation” within the meaning of Code Section 409A
and, as a result, shall not be subject to the requirements of Code Section 409A. The Plan is to be
interpreted in a manner consistent with this intention. The Plan is designed to comply with Code
section 409A (without incurring penalties). In the event of an inconsistency between the terms of
the Plan and Code section 409A, the terms of Code section 409A shall control.


Notwithstanding any other provision in this Plan, a new option may not be issued if such option
would be subject to Code Section 409A, and an existing option may not be modified in a manner that
would cause such option to become subject to Code Section 409A.




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H.J. HEINZ COMPANY (“HEINZ”)

SUB-PLAN TO THE

GLOBAL STOCK PURCHASE PLAN (the “PLAN”)

FOR PARTICIPANTS LOCATED IN THE EUROPEAN ECONOMIC AREA




I. PURPOSE OF THE SUB-PLAN.



Heinz has established the Plan to provide eligible employees with an opportunity to purchase Common
Stock and thereby have an additional incentive to contribute to the prosperity of the Company.



Section 13.2 of the Plan authorizes the Committee to adopt special terms applicable to particular
Affiliates or locations. The Committee has determined that it is appropriate and advisable to
establish a Sub-Plan to the Plan with effect from May 8, 2007, for the purpose of complying with
applicable local laws implementing the EU Prospectus Directive. The terms of the Plan shall,
subject to the modifications in the following rules, constitute a Sub-Plan to the Plan for
Participants located in any EU Member State or European Economic Area (“EEA”) treaty adherent state
(the “Sub-Plan”).




II. TERMS OF THE SUB-PLAN.



Notwithstanding any other provision in the Plan, in no event shall the total consideration to be
paid by Participants located in EU Member States and EEA treaty adherent states for the purchase of
the Company’s Common Stock pursuant to an offer under this Sub-Plan, when combined with the total
consideration of all other offers of securities to the public by the Company of its Common Stock
within EU Member States and EEA treaty adherent states, exceed the amount of €2,499,999 in a
twelve month period. In order not to exceed this limit, the Company shall limit the number of
shares of Common Stock that may be purchased by such Participants to ensure that the total
consideration of all offers of its Common Stock within EU Member States and European Economic Area
treaty adherent states does not exceed €2,499,999 in a twelve month period. Any such limit
imposed under this Sub-Plan will be applied to all impacted Participants on similar terms and on a
pro-rata basis.





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