EX-10.A(XXX)






Exhibit 10a(xxx)




U.S. Employees Retention




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 Second 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 defined meanings as in the Plan.





	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), your RSUs are treated as unvested deferred compensation
amounts, the value of which 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, Disability or Involuntary Termination without Cause. If the
termination of your employment with the Company is the result of Retirement,
Disability, or Involuntary Termination without Cause, any RSUs granted hereunder that
remain unvested as of your Date of Termination shall be forfeit upon termination of
employment.
	 
	 	(b)	 	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 be forfeit upon the date of death.




 









 






U.S. Employees Retention




	 	(c)	 	Other Termination. If your employment with the Company terminates for any
reason other than as set forth in subparagraphs (a), (b) and (c) 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 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 information which the Company received from third parties under
an obligation of confidentiality.
	 
	6.	 	Dividends. An amount equal to the dividends payable on the shares of Common Stock
represented by your unvested RSUs will be paid directly to you as soon as practicable
following the date on which a dividend is declared by the Company. These payments will be
calculated based upon the number of RSUs credited to your account as of the record date.
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.




 









 





U.S. Employees Retention





	7.	 	Distribution. All RSU distributions will be made in the form of actual shares of
Common Stock and will be distributed to you on 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 you have already made an election to defer receipt to
a later date[, as provided in subparagraph (b) below].
	 
	 	(b)	 	[Deferred Distribution Date. You may elect 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 section
409A.]
	 
	 	(c)	 	Section 16 Reporting Person Exception. If you are a reporting person under
Section 16 of the Securities Act of 1934, the Distribution Date will automatically be
deferred to the close of business on the day following the last day of your employment
with the Company.
	 
	 	(d)	 	Specified Employee. If you are a “specified employee” as defined in Internal
Revenue Code section 409A(a)(2)(B)(i) on your deferred distribution date, your
distribution will be automatically deferred until the date that is six (6) months after
your “separation from service,” regardless of your deferred distribution election.
	 
	 	 	 	Subject to paragraph 7(d), 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(d), all vested RSUs will be immediately 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 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 immediately distributed to you as they vest, despite any
deferral election. 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 Internal Revenue Code 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 and
the H.J. Heinz Company Employees Retirement
and Savings Excess Plan, 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




 









 





U.S. Employees Retention











	 	 	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.
	 
	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 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) 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 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 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, 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 SOG’s minimum share ownership requirements. The Management
Development &




 









 





U.S. Employees Retention





	 	 	Compensation Committee will not approve additional RSU awards to you unless you are in
compliance with the terms of this Paragraph 14 and the 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.




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:  	 	 
	 	 	William R. Johnson 	 
	 	 	Chairman of the Board, President and
Chief Executive Officer 	 
	 




	Accepted: 	 	 

	 
	Date: