Exhibit 10
(a) (ii)
FY10 Non-U.S. Employees
Restricted
Stock Unit Award and Agreement
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), 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.
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3.
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Vesting . Provided the Management
Development & Compensation Committee of the Board of Directors
of the Company (the “MDCC”) determines the Company
achieves [INSERT PERFORMANCE GOAL] (hereinafter “Performance
Goal”), 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, provided
that the MDCC determines (either before or after such termination)
that the Performance Goal specified in Paragraph 3 is
achieved, any RSUs granted hereunder that remain unvested as of
your Date of Termination shall continue to vest in
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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, provided that the MDCC
determines (either before or after such termination) that the
Performance Goal specified in Paragraph 3 is achieved, 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, provided that the MDCC determines (either
before or after such termination) that the Performance Goal
specified in Paragraph 3 is achieved, 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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Change in Control
. If a Change in Control
occurs prior to the completion of the performance period (the
fiscal year of the grant), a pro rata portion of the award shall
become payable as of the date of the Change in Control to the
extent earned on the basis of achievement of the pro rata portion
of the Performance Goal relating to the portion of the performance
period completed as of the date of the Change in Control. If a
Change in Control occurs after the completion of the performance
period and the Performance Goal is achieved, the entire award shall
become payable as of the date of the Change in Control.
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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.
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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 adeq
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