exv10wawii







Exhibit 10 (a) (ii)

FY10 Non-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 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 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.




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	 	 	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 is not a business day, on the next business day, unless
the Distribution Date is automatically deferred as provided in
subparagraph (b) below.




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	 	(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.






	 	 	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.
	 
	8.	 	Taxes.






	 	(a)	 	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 their collection.
	 
	 	(b)	 	Fringe Benefits Tax. By accepting the grant of RSUs, you consent and
agree to assume any liability for fringe benefit tax that may be
payable by the Company and/or your employer in connection with the
RSUs. Further, by accepting the grant of the RSUs, you agree that
the Company and/or your employer may collect the fringe benefit tax
from you by any of the means set forth in Section 8(a) or any other
reasonable method established by the Company. You further agree to
execute any other consents or elections required to accomplish the
above, promptly upon request of the Company.






	9.	 	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




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	 	 	will or shall have
died intestate, your RSUs will pass to the legal representative or
representatives of your estate.
	 
	10.	 	Employment Rights. 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, subject to the terms of any written
employment contract that you may have with the Company that is signed by
both you and an authorized representative of the Company.
	 
	11.	 	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.
	 
	12.	 	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.
	 
	13.	 	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 8 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 13 and the applicable SOG
requirements.




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	14.	 	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.




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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