Restricted Stock Unit Award and
Agreement
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.
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1.
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RSU Award . You have been awarded a total of
___RSUs.
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2.
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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
Paragraph 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), your RSUs are treated as
unvested deferred compensation amounts, the value of which 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.
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3.
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Vesting . You will become vested in the RSUs
credited to your account according to the following schedule:
___.
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4.
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Termination of Employment
. The termination of
your employment with the Company will have the following effect on
your RSUs:
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(a)
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Retirement. If the termination of your
employment with the Company is the result of Retirement, any RSUs
granted hereunder that remain unvested as of your Date of
Termination shall continue to vest in accordance with the vesting
schedule set forth in Paragraph 3 above, subject to the
requirements of Paragraph 5 below.
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(b)
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Disability or Involuntary
Termination without Cause. If the termination of your
employment with the Company is the result of Disability or
Involuntary Termination without Cause, any RSUs granted hereunder
that remain unvested as of your Date of Termination shall continue
to vest in accordance with the vesting schedule set forth in
Paragraph 3 above, subject to the requirements of
Paragraph 5 of this Agreement, but in no event later than the
last business day of the month of the one year anniversary of your
Date of Termination.
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(c)
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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 unvested as of the date
of your death shall continue to vest in accordance with the vesting
schedule set forth in Paragraph 3 above, but in no event later
than the last business day of the month of the one year anniversary
of your Date of Termination.
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(d)
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Termination Following a Change in
Control . In
the event you terminate your employment with the Company for Good
Reason following a Change in Control, or the Company terminates
your employment other than for Cause following a Change in Control,
any RSUs that remain unvested as of your Date of Termination shall
vest as set forth in the Plan.
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(e)
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Other Termination
. If your employment
with the Company terminates for any reason other than as set forth
in subparagraphs (a), (b), (c) or (d) 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.
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5.
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Non-Solicitation/Confidential
Information .
In partial consideration for the RSUs 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 or threatened breach of this
Paragraph 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 threatened breach of this
Paragraph 5. Any breach by
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you of the
provisions of this Paragraph 5 will, at the option of the
Company and in addition to all other rights and remedies available
to the Company at law, in equity or under this Agreement, result in
the immediate forfeiture of all of your rights in any RSUs that
remain unvested as of the date of such breach.
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“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 informa
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