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Exhibit 10(a)(xxxi)
PERFORMANCE UNIT AWARD AGREEMENT
[DATE]
Dear ____________________:
H. J. Heinz Company is pleased to confirm
that, effective as of __________, you
have been granted a Performance Unit Award
in accordance with the terms and
conditions of the H. J. Heinz Company
Fiscal Year 2003 Stock Incentive Plan (the
"Plan"). This Performance Unit 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. Performance Unit Award. The
annual unadjusted target value of the
Performance
Units awarded to you under this Agreement is $____________. The
total target
award opportunity for the Performance Period is equal to twice
this amount,
subject to prorating pursuant to Paragraph 3 below (the "Award
Opportunity").
Your actual Award will be paid as a percentage of the Award
Opportunity, as
determined pursuant to Paragraph 2 below (the "Payout
Percentage").
The "Performance Period" means the two-year period spanning
the Company's
Fiscal Year __ and Fiscal Year __.
2. Performance Goals. The
Payout Percentage 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 Board of Directors as set forth below.
[PERFORMANCE
GOALS]
3. Payment of Performance
Award. Your Performance Unit Award, if earned, will
be paid promptly
after the end of the Performance Period, subject to
Paragraphs 4 and
5 below. If your employment with the Company began after
the commencement
of the Performance Period, the actual amount of your Award
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. The
Performance Unit
Award will be paid in cash; 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, your
Performance Award will be paid in the form of shares of
Heinz Common
Stock, which you would be expected to thereafter retain in
accordance with
the Stock Ownership Guidelines. Notwithstanding the
foregoing or any
other provision or term of this Agreement to the contrary,
you must have
been employed by the Company in an eligible position for a
minimum of
twelve (12) months during the Performance Period in order to be
eligible to
receive payment of a Performance Unit Award hereunder.
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4. Termination of Employment.
The termination of your employment with the
Company will
have the following effect on your Performance Unit Award:
(a) Termination of Employment During
First Year of Performance Period. In
the event that your employment with the Company ends during the
first
year of the Performance Period for any reason, including
without
limitation as a result of death, disability, retirement,
voluntary
termination or involuntary termination with or without Cause,
your
Performance Unit Award will automatically be forfeited.
(b) Termination of Employment During
Second Year of Performance Period.
(i)
Death, Disability or Retirement. In the event that your
employment with the Company ends during the second year of
the Performance Period as the result of your Death,
Retirement, or Disability, you will receive a Performance
Unit Award at the end of the Performance Period determined
in accordance with Paragraph 2 above, prorated through the
date your employment ends or the date of your disability, as
applicable.
(ii)
Involuntary Termination without Cause. In the event your
employment with the Company ends during the second year of
the Performance Period as the result of an Involuntary
Termination without Cause, the MD&CC may, in its sole
discretion, authorize the payment of a Performance Unit
Award at the end of the Performance Period, determined in
accordance with Paragraph 2 above, prorated through your
last day of employment with the Company.
(iii) Other
Termination. In the event your employment with the
Company ends during the second year of the Performance
Period as the result of any reason other than as set forth
in subparagraphs 4(b)(i) and 4(b)(ii) above, including
without limitation any voluntary termination of employment
or an involuntary termination for Cause, your Performance
Unit Award will automatically be forfeited.
(c) Change in Control. In the event of
a Change in Control (as defined in
IRS Notice 2005-1, Section IV, Q&A-12) during the P
