exv10wawi











Exhibit 10 (a) (i)

FY10 U.S. Employees




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. Provided the Management Development & Compensation
Committee of the Board of Directors of the Company (the “MDCC”) determines
the Company achieves [INSERT PERFORMANCE GOAL] (hereinafter “Performance
Goal”), 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, provided that the MDCC determines (either
before or after such termination) that the Performance Goal specified
in Paragraph 3 is achieved, any RSUs granted hereunder that remain
unvested as of your Date




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	 	 	 	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 involuntary termination without Cause, provided that
the MDCC determines (either before or after such termination) that
the Performance Goal specified in Paragraph 3 is achieved, 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, provided
that the MDCC determines (either before or after such termination)
that the Performance Goal specified in Paragraph 3 is achieved, 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)	 	Change in Control. If a Change in Control occurs prior to the
completion of the performance period (the fiscal year of the grant),
a pro rata portion of the award shall become payable as of the date
of the Change in Control to the extent earned on the basis of
achievement of the pro rata portion of the Performance Goal relating
to the portion of the performance period completed as of the date of
the Change in Control. If a Change in Control occurs after the
completion of the performance period and the Performance Goal is
achieved, the entire award shall become payable as of the date of the
Change in Control.
	 
	 	(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




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	 	 	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 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 the employee and distributed upon vesting of such RSUs,
subject to forfeiture of unvested RSUs and undistributed cash dividend
equivalents accrued on such unvested RSUs as described in Paragraph 4 (d)
and (e). 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




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	 	 	 	is not a business day, on the next business day, unless
you have already made an election to defer receipt to a later date,
as provided in subparagraph (b) below.
	 
	 	(b)	 	Deferred Distribution Date. To the extent permitted by the MDCC, you
may have elected to defer distribution of your RSUs to a date
subsequent to the Default Distribution Date by providing a written
election form to the Company in accordance with the provisions of
Internal Revenue Code (“IRC”) section 409A.
	 
	 	(c)	 	Separation of Service of Specified Employee. If your distribution is
on account of your “separation from service” as defined in 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 or your Deferred Distribution Date election.






	 	 	Subject to Paragraph 7(c), 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(c), 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 and deferred RSUs that vest after the date of
your termination will be distributed to you as soon as administratively
practicable after they vest, in a lump sum if you have elected a lump sum
distribution, or in installments commencing on termination of employment
if you have elected an installment distribution. 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. Because your RSU Award is or is related to an
annual RSU award, the face value of the award on the date of the RSU grant
(the number of RSUs multiplied by the closing price, as listed on the New
York Stock Exchange, of the shares of Common Stock represented by the RSUs
on the date of the grant) will be included as compensation for the year of
the grant pursuant to 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.




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	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 such time that the MDCC determines that the
Performance Goal set forth in Paragraph 3 has been achieved, and 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.
	 
	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




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	 	 	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”), except if the
Performance Goal set forth in Paragraph 3 is not achieved, after which
time they will no longer be counted. 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 MDCC 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 on or after such time that the MDCC determines that
the Performance Goal set forth in Paragraph 3 has been achieved, 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 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.




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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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