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Exhibit 10(a)(xvii)
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F O R M
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FY 09 AWARDS/UK EXPAT WAIVER
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Stock Option Award and Agreement [DATE] Dear
: H. J. Heinz Company is pleased to advise you that, effective
, you have been granted options ("Options") to purchase
shares
of H. J. Heinz Company Common Stock, at an exercise price of $
per share, in accordance with the terms and conditions of the stock
option plan under which the Options were granted (the "Plan"), and
a copy of which is posted along with a copy of the Prospectus. The
Options are also granted 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 Affiliated Companies (as defined in
Section 4 below) in the United States and throughout the
world. Unless otherwise specifically defined herein, all other
capitalized terms used in this Agreement shall have the same
defined meanings as the capitalized terms in the Third Amended and
Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan
(the "2003 Stock Incentive Plan"), which are hereby incorporated by
reference into this Agreement and a copy of which is posted along
with this agreement.
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1.
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The Options are Non-Statutory Options, as defined in the Plan.
The Options will vest beginning on
, and will expire on
, subject to earlier expiration in accordance with the terms of
this Agreement or the Plan.
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2.
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Subject to paragraphs 3 and 4 of this Agreement, the exercise
period for the Options, including the effect of the termination of
your employment with the Company or a "Change in Control", shall be
governed by and determined in accordance with Section 8(B) of
the 2003 Stock Incentive Plan, which is incorporated herein by
reference and which shall control over and supersede any
additional, different or inconsistent terms or provisions contained
in the Plan; provided, however, that in the event of termination of
your employment without "Cause", or by you for "Good Reason, the
"Expiration Date" shall be five years after the "Date of
Termination" or the date of expiration specified in Section 1
above, whichever is sooner.
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You may exercise the Options in any manner provided for in the
Plan; provided however, you must first obtain the approval of the
Chief Executive Officer, or his designee, prior to choosing a "net
exercise" arrangement, and if you are a reporting officer pursuant
to Section 16 of the Securities Act of 1934 on the date of
exercise, you must obtain the approval of the Management
Development and Compensation Committee of the Board of Directors of
the Company.
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F O R M
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FY 09 AWARDS/UK EXPAT
WAIVER
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3.
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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 Confidential Information
(as defined in Section 4 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
3 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
violation or a threatened violation of this paragraph. Any breach
by you of the provisions of this paragraph 3 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 forfeiture of all unexercised options granted to you
under this Agreement as of the date of such breach.
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4.
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As used in this paragraph 4, the following terms shall have the
respective indicated meanings:
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"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.
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"Confidential Information" means 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 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.
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"Conflicting Product" means any product or process of any person
or organization, other than the Company, in existence or under
development, (1) 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 (2) 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
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F O R M
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FY 09 AWARDS/UK EXPAT WAIVER
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knowledge of information to which you have been directly exposed
through actual receipt or review of memorandum or documents
containing such information or through actual attendance at
meetings at which such information was discussed or disclosed.
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"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.
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In partial consideration for the Options granted to you
hereunder, you agree that, for a period of eighteen
(18) months following 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
busin
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