exv10wawxl






Exhibit 10 (a) (xl)




FY12 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 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 Section 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. 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 forfeited on your Date of Termination.
	 
	 	(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




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	 	 	 	unvested as of
the date of your death shall be forfeited upon the date of death.






	 	(c)	 	Other Termination. If your employment with the Company terminates for any reason
other than as set forth in subsections (a) and (b) 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. You agree that you shall not, during the term of your employment
by the Company and for eighteen (18) months after the date of the termination of your
employment with the Company, 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 Confidential Information (as defined in Section 6 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. Any breach by you of the provisions of this Section 5 will, at the option of the
Company (in its sole discretion) and in addition to all other rights and remedies available to
the Company at law, in equity or under this Agreement, result in the forfeiture of all of your
rights in any RSUs that remain unvested as of the date of such breach.
	 
	6.	 	Non-Competition/Confidential Information. As used in this Section 6, the following
terms shall have the respective indicated meanings:
	 
	 	 	“Affiliated Company or Companies” means any person, corporation, limited liability company,
partnership, or other entity controlling, controlled by or under common control with the
Company.
	 
	 	 	“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:




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	 	 	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.






	 	 	“Conflicting Product” means any product or process of any person or organization, other
than the Company, in existence or under development, (i) that competes with a product or
process of the Company upon or with which you shall have worked during the two years prior
to the termination of your employment with the Company or (ii) whose use or marketability
could be enhanced by application to it of Confidential Information acquired by you in
connection with your employment by the Company during such two-year period. For purposes
of this definition, it shall be conclusively presumed that you have knowledge of
information to which you have been directly exposed through actual receipt or review of
memoranda or documents containing such information or through actual attendance at meetings
at which such information was discussed or disclosed.






	 	 	“Conflicting Organization” means any person or organization that is engaged in or about to
become engaged in research on or the development, production, marketing, or selling of, or
the use in production, marketing, or sale of, a Conflicting Product.






	 	 	In partial consideration for the RSUs granted to you hereunder, you agree that, for a
period of eighteen (18) months after the date of the termination of your employment with
the Company, you shall not render services, directly or indirectly, as a director, officer,
employee, agent, consultant or otherwise to any Conflicting Organization in any geographic
area or territory in which such Conflicting Organization is engaged in or about to become
engaged in the research on or the development, production, marketing, or sale of, or the
use in production, marketing, or sale of, a Conflicting Product. The foregoing limitation
does not apply to a Conflicting Organization whose business is diversified and that, as to
that part of its business to which you render services, is not engaged in the development,
production, marketing, use or, sale of a Conflicting Product, provided that the Company
shall receive separate written assurances satisfactory to the Company from you and the
Conflicting Organization that you shall not render services during such period with respect
to a Conflicting Product or directly or indirectly provide or reveal Confidential
Information to such organization.






	 	 	You acknowledge and agree that the non-competitive restrictions set forth in this Section 6
are reasonable and necessary to protect the goodwill and legitimate




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	 	 	business interests of
the Company and to prevent the disclosure of the Company’s Confidential Information and
trade secrets and, further, that you have the business experience and abilities such that
you would be able to obtain employment in a business other than with a Conflicting
Organization.
	 
	 	 	Any breach by you of the provisions of this Section 6 will, at the option of the Company
(in its sole discretion), and in addition to all other rights and remedies available to the
Company at law, in equity, or under this Agreement, result in the forfeiture of all of your
rights in any RSUs that remain unvested as of the date of such breach.
	 
	 	 	In addition to the remedies stated in the preceding paragraph, the Company shall, if it
shall so elect, be entitled to institute legal proceedings to obtain damages for a breach
by you of this Section 6, or to enforce the specific performance of the Agreement by you
and to enjoin you from any further violation of this Section 6, or to exercise such
remedies cumulatively or in conjunction with all other rights and remedies provided by law.
You acknowledge, however, that the remedies at law for any breach by you of the provisions
of this Section 6 may be inadequate and that the Company shall be entitled to obtain
preliminary or permanent injunctive relief without the necessity of proving actual damages
by reason of such breach or threatened breach and, to the extent permitted by applicable
law, a temporary restraining order (or similar procedural device) may be granted
immediately upon the commencement of such action.
	 
	 	 	You agree that if any of the provisions herein shall for any reason be determined by a
court of competent jurisdiction to be overly broad as to scope of activity, duration, or
geography, such provision shall be limited or reduced so as to be enforceable to the extent
compatible with existing law.
	 
	7.	 	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 your RSU account and distributed upon
vesting of such RSUs, subject to forfeiture in the event of termination of employment prior to
vesting and subject to the provisions of Sections 5 and 6 of this Agreement. These payments
will be calculated based upon the number of such vesting RSUs that were in 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.
	 
	8.	 	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 practicable after one
of the following dates (each, a “Distribution Date”):




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	 	(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 receipt is deferred as provided in subsection
(b) below.






	 	(b)	 	Separation of Service of Specified Employee. If your distribution is on
account of your “separation from service” as defined in Internal Revenue Code (“Code”)
section 409A and the regulations thereunder, and if you are a “specified employee,” as
defined in Code section 409A(a)(2)(B)(i) on your Distribution Date, and your
distribution constitutes the “deferral of compensation” as defined in Code 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 Section 8(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 Section 8(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. 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 Code section 409A.






	9.	 	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 (as amended and restated
effective September 1, 2007), the H. J. Heinz Company Employees
Retirement and Savings Excess Plan (as amended and restated effective
January 1, 2005), and/or any other plan of the Company, regardless of
whether or not the RSUs subsequently vest.
	 
	10.	 	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
the collection thereof.
	 
	11.	 	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.
	 
	12.	 	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.
	 
	13.	 	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
(collectively, 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.
	 
	14.	 	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.
	 
	15.	 	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 Section 10 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 Section 15 and the applicable SOG requirements.




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	16.	 	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.
	 
	17.	 	Internal Revenue Code Section 409A. Unless the distribution of this Award is
deferred by reason of Section 8(b), it is intended that this Award shall not constitute the
“deferral of compensation” within the meaning of Code section 409A and, as a result, shall not
be subject to the requirements of Code section 409A. The Plan and this Award Agreement are to
be interpreted in a manner consistent with this intention. Absent automatic deferral pursuant
to Section 8(b), and notwithstanding any other provision in the Plan, a new award may not be
issued if such award would be subject to Code section 409A 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 Code section 409A at the time of such modification.




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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: Signed electronically




Date: Acceptance Date





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