exv10wawxliii






Exhibit 10(a) (xliii)




U.S. EMPLOYEES




Long-Term Performance Program Award Agreement

(Fiscal Years ___-____)



[DATE]



Dear [RECIPIENT NAME]:



H. J. Heinz Company is pleased to confirm that, effective as of __________, you have been granted
an Award under the Long-Term Performance Program in accordance with the terms and conditions of the
Third 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 proration pursuant to Section 3 below. Your actual Award will be paid as a
percentage of your Target Award Opportunity, as determined pursuant to Section 2 below. The
“Performance Period” means the two consecutive fiscal year periods of Fiscal Year ____ and
Fiscal Year ___.
	 
	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
(“MDCC”) 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 MDCC
(the “ROIC Target”). For each fiscal year in the Performance Period, an 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	%









 




			
	(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 “TSR Peer
Group” is comprised of the following companies: Campbell Soup Company, ConAgra
Foods, Inc., Dean Foods Company, General Mills, Inc., H. J. Heinz Company, The
Hershey Company, Hormel Foods Corporation, The J.M. Smucker Company, Kellogg
Company, Kraft Foods, Inc., and McCormick & Company, Incorporated (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




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	 	 	 	ranking of 1, to highest TSR Value, then dividing the Company’s
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 MDCC 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 Sections 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 (the “SOG”) 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 SOG, the restrictions will be lifted.
At the time that the SOG are no longer applicable because you terminate employment, the
restrictions on the escrowed, vested Restricted Stock will be lifted. To the extent
the entire award may not be paid in cash due to the limits set forth in the Plan, the
remainder of the




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	 	 	 	Award, after taxes, will be made in the form of Common 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, or Retirement, your Award
will be pro-rated automatically and paid (in accordance with Section 3 of this
Agreement) at the end of the Performance Period as determined in accordance with
Section 2, subject to the provisions of Section 5. In the event that your employment
with the Company ends during the first fiscal year of the Performance Period as a
result of your Involuntary Termination without Cause, your Award will be forfeited
automatically unless you execute a release of claims of the Company in the form
requested by the Company, in which case your Award will be pro-rated automatically and
paid (in accordance with Section 3 of this Agreement) at the end of the Performance
Period as determined in accordance with Section 2, subject to the provisions of Section
5.
	 
	 	(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, or Retirement, you will
receive your Award (in accordance with Section 3 of this Agreement), at the end of the
Performance Period as determined in accordance with Section 2, subject to the
provisions of Section 5. In the event that your employment with the Company ends
during the second year of the Performance Period as a result of your Involuntary
Termination without Cause, your Award will be forfeited automatically unless you
execute a release of claims of the Company in the form requested by the Company, in
which case you will receive your Award (in accordance with Section 3 of this Agreement)
at the end of the Performance Period as determined in accordance with Section 2,
subject to the provisions of Section 5.
	 
	 	(c)	 	Other Termination. In the event your employment with the Company ends, at any
time prior to the completion of the Performance Period, as the result of any reason
other than as set forth in subsections (a) or (b) above, including without limitation
any voluntary termination of employment, your Award will be forfeited automatically.
	 
	 	(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 accelerated immediately. 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




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	 	 	 	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 subsections (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 18 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 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 (i) that the non-solicitation provision set forth in this Section 5 is
essential for the proper protection of the business of the Company; (ii) that it is essential
to the protection of the Company’s goodwill and to the maintenance of the Company’s
competitive position that any Confidential Information be kept secret and not disclosed to
others; and (iii) that the breach or threatened breach of this Section 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 a threatened breach of this Section 5. In addition, in the sole
discretion of the Company, and in addition to all other rights and remedies available to the
Company at law, in equity, or under this Agreement, any breach by you of the provisions of
this Section 5 will result in the forfeiture of any unpaid portion of your Award to which you
would otherwise be entitled pursuant to this Agreement.
	 
	 	 	“Confidential Information” means technical or business information about or relating to the
Company and/or its products, processes, methods, engineering, technology, purchasing,
marketing, selling, and services 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.	 	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.




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	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.	 	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 the Company to terminate your employment at any
time, with or without cause, and with or without notice.
	 
	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
(collectively, 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.
	 
	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 Performance 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.




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This Award is subject to your signing and dating this Agreement and returning it to the Company.




	 	 	 	 	 
	 	H. J. HEINZ COMPANY

 	 
	 	By:  	 	 
	 	 	Stephen S. Clark 	 



	 	 	 	 	 

	Accepted:

	 	 
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:

	 	 
	 	 
	 

	 	 	 	 






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