exv10wawxlv







Exhibit
10(a)(xlv)



H J HEINZ COMPANY (“HEINZ”)




UK SUB-PLAN TO THE GLOBAL STOCK PURCHASE PLAN (the “PLAN”)





1. PURPOSE OF THE PLAN





	 	 	The Plan will provide UK eligible employees with the opportunity to purchase common Stock in
Heinz but in a UK income tax/social security efficient manner. The Plan will mirror the Stock
acquired by UK employees under the existing Global Stock Purchase Plan (“GSPP”). In addition
to UK tax/social security benefits for employees, employer social security savings will also be
achieved by H J Heinz Company Limited. Furthermore, H J Heinz Company Limited will be entitled
to relief from UK corporation tax for the costs associated with the establishment and
administration of the Plan and for the market value of Stock used in the Plan.






	 	 	The Plan is “approved” by UK Her Majesty’s Revenue and Customs (“HMRC”) and can be implemented
as a sub-plan to the main US GSPP. This can be done by using a UK addendum to the US plan and
should not require any changes to the main plan. Many UK quoted companies offer this Plan to
their employees including Tesco’s, J Sainsburys and British American Tobacco.






	 	 	The objective of the Plan is to incentive UK employees and encourage retention through a
mechanism that is UK tax/Social Security efficient for both employees and H J Heinz Company
Limited.





2. TERMS OF THE PLAN





	 	 	Under the proposed Plan, Stock can be purchased by employees from gross pay up to a limit of
£1,500 per year or if less, 10% of the employee’s total salary. The Stock may be purchased
monthly or after an accumulation period of no more than 12 months. In addition, Heinz can
award “matching stock” so that the Plan effectively mirrors the 5% discount that employees
receive under the existing GSPP. The maximum amount of “matching stock” that can be awarded
is two units of stock for every one unit of stock purchased by the employee.






	 	 	All Stock must be held in a trust (which must satisfy certain requirements set out in the
legislation), on behalf of the Plan participants and the trust is usually administered by a
specialist provider. There are a range of providers available that administer plans for
other large UK organisations.






	 	 	No UK income tax or social security (either employee or employer) is charged when a participant
in the Plan purchases the Stock. The purchase is made out of gross pay similar to the UK
flexible benefits arrangements already in place. In additional no UK income tax or social
security is charged on any “matching stock” that is awarded to employees. Provided the Stock
remains in the Plan for 5 years, then there is no UK income tax or social security to pay when
the Stock ceases to be in the Plan. If the Stock that the employee has purchased out of gross
salary is withdrawn within the first five years then the employee will be subject to income tax
and social security. There are specific rules that apply to employees who cease employment due
to injury, disability, redundancy, death and other specified circumstances. “Matching




 









 






	 	 	stock” can only be withdrawn from the Plan after a minimum period of 3 years and must remain
within the Plan for 5 years to receive the maximum tax benefits. The only exception to this is
if the employee ceases employments for the reasons set out above.






	 	 	The Plan can be terminated by the Company provided three months written notice is given to
HMRC, the trustees of the Plan and the employees.