EX-10.A(XXXV)






Exhibit 10a(xxxv)




NON-US EMPLOYEES




Long-Term Performance Program Award Agreement

(Fiscal Years 2010-2011)




<<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 2010 and Fiscal Year 2011 (April 30, 2010 through April 27, 2011).
	 
	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)	 	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 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










 



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	 	 	 	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






	 	(b)	 	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 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










 



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	 	 	 	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, subject to the limits set forth in the Plan;
provided, however, that in the event that you are an executive covered by the Company’s
Stock Ownership Guidelines and you 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. To the










 



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	 	 	 	extent the entire award may not be paid in cash due to the limits set forth in the
Plan, the remainder of the Award, after taxes, will be made in Restricted Stock to
the extent permitted by the Plan.






	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)	 	Accelerated Payment Upon a 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. In the event of a change in control not defined in Treas. Reg. §1.409A-3(i)(5),
there will be no accelerated payment of the Performance Award, but instead the rules of
subparagraphs (a) through (c) above shall control.






	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 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










 



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	 	 	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 5.






	 	 	“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
such information originated with you, or represents 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.	 	No Contract of Employment. 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 an assurance of employment
through the Performance Period.
	 
	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 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.










 



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	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.
Absent a deferral election satisfying the requirements of section 409A of the Code and
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: