H. J. Heinz Company
Fiscal Year 2003 Stock Incentive Plan
 
1. Purposes
 
The purposes of the Plan are to promote the growth and profitability of the
Company by enabling it to attract and retain the best available personnel for
positions of substantial responsibility; to motivate Participants, by means of
appropriate incentives, to achieve long-range goals; to provide incentive
compensation opportunities that are competitive with those of other similar
companies; and to align Participants' interests with those of the Company's
other shareholders through compensation that is based on the Company's Common
Stock and thereby promote the long-term financial interest of the Company and
its Subsidiaries, including the growth in value of the Company's equity and
enhancement of long-term shareholder return.
 
2. Effective Date
 
Subject to the approval of the shareholders of the Company at the annual
meeting of the Company's shareholders on September 12, 2002, the Plan shall be
effective as of September 12, 2002. The Plan shall be unlimited in duration
and, in the event of Plan termination, shall remain in effect as long as any
Awards under it are outstanding.
 
3. Definitions
 
Capitalized terms used in this Plan have the meanings specified in this Section
3:
 
"Award" means a grant to a Participant of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Performance Shares, Cash Awards, or
any combination thereof.
 
"Award Grant" means the written notification or agreement confirming an Award
and setting forth the terms and conditions thereof.
 
"Board of Directors" means the Board of Directors of the Company.
 
"Cash Award" means the right to receive cash with the amount of such cash
subject to achievement of specified Performance Goals and subject to such other
restrictions and conditions as may be established by the Committee.
 
"Cause" means an act of dishonesty, moral turpitude or an intentional or
grossly negligent act detrimental to the best interests of the Company or a
Subsidiary, as determined by the Committee.
 
"Change in Control" means any of the following events:
 
   (1) An acquisition (other than directly from the Company) of any voting
       securities of the Company (the "Voting Securities") by any "Person" (as
       the term person is used for purposes of Section 13(d) or 14(d) of the
       Exchange Act) immediately after which such Person has "Beneficial
       Ownership" (within the meaning of Rule 13d-3 promulgated under the
       Exchange Act) of twenty percent (20%) or more of the
 
       combined voting power of the Company's then outstanding Voting
       Securities; provided, however, that in determining whether a Change in
       Control has occurred, Voting Securities which are acquired in a
       "Non-Control Acquisition" (as hereinafter defined) shall not constitute
       an acquisition which would cause a Change in Control. A "Non-Control
       Acquisition" means an acquisition by (i) an employee benefit plan (or a
       trust forming a part thereof) maintained by the Company or any
       Subsidiary, (ii) the Company or any Subsidiary, or (iii) any Person in
       connection with a transaction described in paragraph (3) below.
 
   (2) The individuals who, as of the Effective Date, are members of the Board
       of Directors (the "Incumbent Board"), cease for any reason to constitute
       at least two-thirds of the Board of Directors; provided, however, that
       if the election, or nomination for election by the Company's
       shareholders, of any new director was approved by a vote of at least
       two-thirds of the Incumbent Board, such new director shall, for purposes
       of this Plan, be considered as a member of the Incumbent Board;
       provided, further, however, that no individual shall be considered a
       member of the Incumbent Board if such individual initially assumed
       office as a result of either an actual or threatened "Election Consent"
       (as described in Rule 14a-11 promulgated under the Exchange Act) or
       other actual or threatened solicitation of proxies or consents by or on
       behalf of a Person other than the Board of Directors (a "Proxy Contest")
       including by reason of any agreement intended to avoid or settle any
       Election Contest or Proxy Contest.
 
   (3) A merger, consolidation or reorganization involving the Company or a
       subsidiary of the Company, unless
 
    (i)   the Voting Securities of the Company, immediately before such merger,
          consolidation or reorganization, continue immediately following such
          merger, consolidation or reorganization to represent, either by
          remaining outstanding or by being converted into voting securities of
          the surviving corporation resulting from such merger, consolidation
          or reorganization or its parent (the "Surviving Corporation"), at
          least sixty percent (60%) of the combined voting power of the
          outstanding voting securities of the Surviving Corporation;
 
    (ii)  the individuals who were members of the Incumbent Board immediately
          before the execution of the agreement providing for such merger,
          consolidation or reorganization constitute more than one-half of the
          members of the board of directors of the Surviving Corporation; and
 
    (iii) no person (other than the Company, any Subsidiary, any employee
          benefit plan (or any trust forming a part thereof) maintained by the
          Company, the Surviving Corporation or any Subsidiary, or any Person
          who, immediately before such merger, consolidation or reorganization
          had Beneficial Ownership of fifteen percent (15%) or more of the then
          outstanding Voting Securities) has Beneficial Ownership of fifteen
          percent (15%) or more of the combined voting power of the Surviving
          Corporation's then outstanding voting securities.
 
   (4) A complete liquidation or dissolution of the Company.
 
   (5) Approval by stockholders of the Company of an agreement for the sale or
       other disposition of all or substantially all of the assets of the
       Company to any Person (other than a transfer to a Subsidiary).
 
   (6) Any other transaction involving the Company designated as a "Change in
       Control" by a majority of the Board of Directors.
 
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person,
provided that if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by the Company,
and after such share acquisition by the Company the Subject Person becomes the
Beneficial Owner of any additional voting Securities which increases the
percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.
 
"Code" means the Internal Revenue Code of 1986, as amended.
 
"Committee" means the Management Development and Compensation Committee of the
Board of Directors described in Section 4, or any committee or other person or
persons designated by the Board of Directors as successor to the powers and
duties of the Management Development and Compensation Committee as described in
Section 4.
 
"Common Stock" means the Company's common stock, par value $.25 per share,
except as this definition may be modified as provided in Section 13.
 
"Company" means H. J. Heinz Company, a Pennsylvania corporation.
 
"Covered Employee" means a person defined as such in Code section 162(m)(3) and
the regulations thereunder (or any successor section and regulations
thereunder).
 
"Date of Termination" means the first day occurring on or after the date or
grant of an Award on which the Participant is not performing services for the
Company or any Subsidiary, regardless of the reason for cessation of services;
provided that a cessation of services shall not be deemed to occur by reason of
a transfer of a Participant between the Company and a Subsidiary or between two
Subsidiaries; and further provided that a Participant's services shall not be
considered terminated while the Participant is on an approved leave of absence
from the Company or a Subsidiary. If, as a result of a sale or other
transaction, the organization for which a Participant is performing services
ceases to be the Company or a Subsidiary and the Participant is not, at the end
of the 30-day period following the transaction, performing services for the
Company or an organization that is then a Subsidiary, then the occurrence of
such transaction shall be treated as the Participant's Date of Termination.
 
"Director" means any member of the Board of Directors who is not an Employee.
 
"Disability" has the meaning ascribed to such term in the Company's Long Term
Disability Plan. For the purposes of this Plan, the question whether a
Participant's condition shall be considered a Disability shall be determined in
each case by the Committee and such determination by the Committee shall be
final and binding.
 
"Effective Date" shall have the meaning set forth in Section 2.
 
"Employee" means any employee of the Company or a Subsidiary, including any
such person who is an officer or a member of the Board of Directors.
 
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
"Exercise Period" means the period from the date of grant of an Option or Stock
Appreciation Right to the Expiration Date of such Option or Stock Appreciation
Right.
 
"Exercise Price" means the price established by the Committee (or determined
according to a method established by the Committee) at the time an Option or
Stock Appreciation Right is granted and shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date of grant of the Option or
Stock Appreciation Right (or, if greater, the par value of a share of Common
Stock), provided that if a Stock Appreciation Right is granted in tandemwith an Option that was previously outstanding, the Exercise Price of such
Stock Appreciation Right shall not be less than 100% of the Fair Market Value
of a share of Common Stock on the date of grant of the Option (or, if greater,
the par value of a share of Common Stock on such date).
 
"Expiration Date" means, with respect to an Option or Stock Appreciation Right,
the date specified in the Award Grant after which such Option or Stock
Appreciation Right may not be exercised; provided that the Expiration Date
shall not be later than the earliest to occur of:
 
 (i)   the ten-year anniversary of the date of grant;
 
 (ii)  if the Participant's Date of Termination occurs by reason of Retirement,
       the five-year anniversary of such Date of Termination;
 
 (iii) if the Participant's Date of Termination occurs by reason of death or
       Disability, the one-year anniversary of such Date of Termination;
 
 (iv)  if the Participant's Date of Termination occurs by reason of involuntary
       termination without Cause by the Company or a Subsidiary, the 90th day
       after the Date of Termination unless the Committee determines otherwise;
 
 (v)   if the Participant's Date of Termination occurs by reason of involuntary
       termination by the Company or a Subsidiary for Cause, the Date of
       Termination; or
 
 (vi)  if the Participant's Date of Termination occurs voluntarily by the
       Participant or for any other reason not described above, the Date of
       Termination.
 
The Committee in its sole discretion may establish an Expiration Date later
than as described above, but not later than the ten-year anniversary of the
date of grant. Notwithstanding the foregoing, if the Participant's Date of
Termination occurs by reason of death or Disability or if death or Disability
of the Participant occurs after Retirement or involuntary termination without
Cause and before the otherwise applicable Expiration Date, the Expiration Date
for a Non-Statutory Option or Stock Appreciation Right which was exercisable as
of the date of death or Disability or which becomes exercisable by reason of
death or Disability shall not be earlier than the first anniversary of the date
of Date of Termination.
 
"Fair Market Value" as of any specified date means the closing sale price of
the Common Stock on the New York Stock Exchange--Composite Tape on such date
or, if there are no sales on such date, on the next preceding day on which
there are sales.
 
"Incentive Option" means an Option which is an "incentive stock option" as
defined in Code section 422 (or any successor section thereto).
 
"Non-Statutory Option" means an Option which is not intended to qualify as an
Incentive Option as defined above.
 
"Option" means an Incentive Option or a Non-Statutory Option granted by the
Company pursuant to the Plan to purchase shares of Common Stock at an Exercise
Price established by the Committee.
 
"Participant" means an Employee, Director or other person selected by the
Committee to receive an Award. The term shall include any transferee or
transferees of any person who has received an Award to the extent the transfer
is permitted by the Plan and the applicable Award Grant.
 
"Performance Award" means an Award of Performance Shares and/or a Cash Award.
 
"Performance Goal" means a target based on Performance Measures that is
established by the Committee in connection with a Performance Award;
Performance Goals may beestablished on a corporate-wide basis or with respect to one or more business
units, divisions, or subsidiaries, and may be in either absolute terms or
relative to the performance of one or more comparable companies or an index
covering multiple companies.
 
"Performance Measures" means criteria established by the Committee relating to
any of the following: revenue; earnings before interest, taxes, depreciation
and amortization (EBITDA); operating income; pre- or after-tax income; cash
flow; cash flow per share; net earnings; earnings per share; return on equity;
return on invested capital; return on assets; economic value added (or an
equivalent metric); share price performance; total shareholder return;
improvement in or attainment of expense levels; improvement in or attainment of
working capital levels; ability to execute against customer service goals; and
innovation as measured by a percentage of sales from new products. Performance
Measures may be applied by excluding the impact of charges for restructurings,
discontinued operations, extraordinary items, and other unusual or
non-recurring items, and the cumulative effects of accounting changes, each as
defined by generally accepted accounting principles.
 
"Performance Share" means a grant of shares of Common Stock, Restricted Stock
or Restricted Stock Units which are contingent on achievement of specified
Performance Goals and satisfaction of such other restrictions and conditions as
may be established by the Committee.
 
"Plan" means the H. J. Heinz Company Fiscal Year 2003 Stock Incentive Plan.
 
"Restricted Stock" means a grant of shares of Common Stock subject to a risk of
forfeiture or other restrictions that will lapse upon the completion of service
by the Participant, or achievement of other objectives, as determined by the
Committee.
 
"Restricted Stock Unit" means a grant of a Stock Unit which is subject to a
risk of forfeiture or other restrictions that will lapse upon the completion of
service by the Participant, or achievement of other objectives, as determined
by the Committee.
 
"Retirement" means cessation of services for the Company or a Subsidiary by
reason of retirement under the provisions of any formal retirement plan of the
Company or Subsidiary.
 
"Stock Appreciation Right" means a grant which entitles the Participant to
receive, in cash or Common Stock (as determined pursuant to subsection 7(C)),
value equal to (or otherwise based on) the excess of: (a) the Fair Market Value
of a specified number of shares of Common Stock at the time of exercise over
(b) an Exercise Price established by the Committee.
 
"Stock Unit" means a right to receive shares of Common Stock in the future.
 
"Subsidiary" means any corporation, partnership, joint venture or other entity
during any period in which at least a fifty percent voting or profits interest
is owned, directly or indirectly, by the Company (or by any entity that is a
successor to the Company), and any other business venture designated by the
Committee in which the Company (or any entity that is a successor to the
Company) has a significant interest, as determined in the discretion of the
Committee.
 
"Subsidiary Corporation" means any corporation in which the Company owns,
directly (or indirectly through Subsidiary Corporations), at least 50% of the
total combined voting power of all classes of stock.
 
"Successor" means the person or persons entitled in lieu of the Participant to
receive any shares of Common Stock or other benefits under the Plan by reason
of a beneficiary designation, will, laws of intestacy, or family assignments as
permitted under the Plan.  The Successor of a deceased Participant shall be the
person or persons entitled to do so under a beneficiary designation in
accordance with Section 11 or, if none, under the Participant's will
 
or, if the Participant shall have failed to designate a beneficiary or make
testamentary disposition of such benefits or shall have died intestate, by the
Participant's legal representative or representatives.
 
"Surviving Corporation" means the surviving corporation, its parent or any
other entity that results from any merger, consolidation or reorganization of
the Company.
 
4. Administration
 
The Plan shall be administered by a Management Development and Compensation
Committee of not less than three Directors of the Company appointed by the
Board of Directors. No person shall be eligible or continue to serve as a
member of such Committee unless such person is "independent" as defined by the
New York Stock Exchange and an "outside director" within the meaning of
regulations under Code section 162(m).
 
The Committee shall keep minutes of its meetings. A majority of the Committee
shall constitute a quorum thereof and the acts of a majority of the members
present at any meeting of the Committee at which a quorum is present, or acts
approved in writing by the entire Committee, shall be the acts of the Committee.
 
The Committee shall have the authority and discretion to interpret the Plan and
to make such rules and regulations and establish such procedures for the
administration of the Plan as it deems appropriate. In the event of any dispute
or disagreement as to the interpretation of this Plan or of any rule,
regulation or procedure, or as to any question, right or obligation arising
from or related to the Plan, the decision of the Committee shall be final and
binding upon all persons.
 
Except to the extent prohibited by applicable law or the applicable rules of a
stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to the Chief Executive
Officer of the Company or a committee of officers of the Company, except with
respect to Awards to any Covered Employee or to an officer or other person
subject to Section 16 of the Exchange Act. Any such allocation or delegation
may be revoked by the Committee at any time.
 
5. Eligibility
 
Subject to the provisions of the Plan, the Committee shall determine and
designate, from time to time, those Employees, Directors or other persons who
will be granted one or more Awards under the Plan, and who thereby will become
"Participants" in the Plan.
 
   (A) In determining eligibility to receive an Award, as well as in
       determining the type and amount of the Award to any Participant, the
       Committee shall consider the position and responsibilities of the person
       being considered, the nature and value to the Company or a Subsidiary of
       such person's services and accomplishments, such person's present and
       potential contribution to the success of the Company or its Subsidiaries
       and such other factors as the Committee may deem relevant.
 
   (B) The Plan does not constitute a contract of employment or for provision
       of other services, and selection as a Participant will not give any
       participating employee or other individual the right to be retained in
       the employ of or continue to provide services to the Company or any
       Subsidiary or give any participating employee or other individual any
       right or claim to any benefit under the Plan, unless such right or claim
       has specifically accrued under the terms of the Plan, nor shall the Plan
       in any way interfere with the right of the Company or any Subsidiary to
       terminate the employment or services of any participating employee or
       other individual at any time.
 
   (C) Neither a Participant nor any other person shall, by reason of
       participation in the Plan, acquire any right in or title to any assets,
       funds or property of the Company or any Subsidiary whatsoever,
       including, without limitation, any specific funds, assets, or other
       property which the Company or any Subsidiary, in its sole discretion,
       may set aside in anticipation of a liability under the Plan. A
       Participant shall have only a contractual right to the Common Stock or
       amounts, if any, payable under the Plan, unsecured by any assets of the
       Company or any Subsidiary, and nothing contained in the Plan shall
       constitute a guarantee that the assets of the Company or any Subsidiary
       shall be sufficient to pay any benefits to any person.
 
6. Shares Available
 
Subject to the provisions of Section 13, the type and number of shares of
Common Stock for which Awards may be granted under the Plan shall be determined
in accordance with this Section 6:
 
   (A) The shares of Common Stock with respect to which Awards may be made
       under the Plan shall be shares authorized but unissued or currently held
       or shares reacquired by the Company and presently or hereafter held as
       treasury shares, including shares purchased in the open market or in
       private transactions.
 
   (B) Subject to the following provisions of this Section 6, the maximum
       number of shares of Common Stock that may be delivered to Participants
       and their Successors under the Plan shall be equal to the sum of: (i)
       seventeen million (17,000,000) shares of Common Stock; (ii) any shares
       of Common Stock subject to Awards under this Plan which are forfeited,
       expire or are canceled or settled in cash without delivery of shares of
       Common Stock; (iii) any shares of Common Stock tendered (either actually
       or through attestation) to pay the Exercise Price of any Option or to
       satisfy withholding taxes; and (iv) any shares of Common Stock withheld
       for payment of withholding taxes.
 
   (C) The following additional limitations are imposed on the shares of Common
       Stock that may be delivered to Participants and their Successors as
       provided above.
 
      (1) The maximum number of shares of Common Stock that may be issued by
          Options intended to be Incentive Options shall be nine million
          (9,000,000) shares.
 
      (2) The maximum number of shares of Common Stock that may be issued in
          conjunction with Awards granted pursuant to Section 9 (relating to
          Other Stock Awards) and Section 10 (relating to Performance Shares)
          shall be, in the aggregate, fifty percent (50%) of the total shares
          reserved for Awards pursuant to paragraph (B) above.
 
      (3) The maximum number of shares that may be covered by Awards granted to
          any one individual pursuant to Section 8 (relating to Options and
          Stock Appreciation Rights) shall be three million (3,000,000) shares
          during any 36 month period. If an Option is in tandem with a Stock
          Appreciation Right, such that the exercise of the Option or Stock
          Appreciation Right with respect to a share of Common Stock cancels
          the tandem Stock Appreciation Right or Option, respectively, with
          respect to such share, the tandem Option and Stock Appreciation Right
          with respect to each share of Common Stock shall be counted as
          covering but one share of Common Stock for purposes of applying the
          limitations of this subparagraph (3).
 
      (4) The maximum number of shares that may be covered by Awards granted to
          any one individual pursuant to Section 9 (relating to Other Stock
          Awards) and Section 10 (relating to Performance Shares) shall be, in
          the aggregate, one million (1,000,000) shares during any 36 month
          period.
 
      (5) For Cash Awards that are intended to be "performance-based
          compensation" (within the meaning of regulations under Code section
          162(m)), the maximum Awards payable in cash to any one individual for
          a 36-month performance period shall not exceed ten million dollars
          ($10,000,000). Such maximum shall be reduced proportionately in the
          case of a performance period of less than 36 months and shall be
          increased proportionately for a performance period of longer than 36
          months (but no further adjustment shall be made in the case of a
          performance period of greater than 60 months). If, after an amount
          has been earned with respect to a Cash Award, the delivery of such
          amount is deferred pursuant to Section 7(B), any additional amount
          attributable to earnings during the deferral period shall be
          disregarded for purposes of this limitation.
 
7. Awards
 
The Committee shall have full and complete authority, in its discretion,
subject to the provisions of the Plan, to grant Awards to Participants
consisting of Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Performance Shares, Cash Awards or any combination thereof, as
more fully described in Sections 8 through 10, subject to such terms and
conditions as the Committee deems appropriate. Awards may be granted singly, in
combination or in tandem so that the settlement or payment of one automatically
reduces or cancels the other. Awards may also be made in combination or in
tandem with, in replacement of, as alternatives to, or as the payment form for,
grants or rights under any other compensation plan of the Company or any
Subsidiary, including the plan of any acquired entity.
 
(A) Dividends and Dividend Equivalents
 
The Committee may provide that Awards denominated in Common Stock earn
dividends or dividend equivalents. Such dividend equivalents may be paid
currently in cash or shares of Common Stock or may be credited to an account
established by the Committee under the Plan in the name of the Participant. In
addition, dividends or dividend equivalents paid on outstanding Awards or
issued shares may be credited to such account rather than paid currently. Any
crediting of dividends or dividend equivalents may be subject to such
restrictions and conditions as the Committee may establish, including
reinvestment in additional shares or share equivalents.
 
(B) Deferrals
 
The Committee may require or permit Participants to elect to defer the issuance
of shares or the settlement of Awards in cash under such rules and procedures
as it may establish under the Plan. It may also provide that deferred
settlements include the payment or crediting of interest on the deferral
amounts, conversion of deferred amounts into deferred Common Stock (or other)
equivalents, or the payment or crediting of dividend equivalents on deferred
settlements denominated in shares.
 
(C) Settlements
 
Settlement of Awards may be in the form of cash, shares of Common Stock, other
Awards, or in such combinations thereof as the Committee shall determine at the
time of grant, and with such restrictions as it may impose.
 
8. Options and Stock Appreciation Rights
 
The Committee may grant Options containing such terms and conditions as shall
be requisite, in the judgment of the Committee, to constitute either Incentive
Options or Non-StatutoryOptions. Non-Statutory Options shall be identified as such in the Award Grant.
The Committee may grant Stock Appreciation Rights either (i) independently of
Options or (ii) in tandem with Options such that the exercise of the Option or
Stock Appreciation Right with respect to a share of Common Stock cancels the
tandem Stock Appreciation Right or Option, respectively, with respect to such
share. The grant of each Option or Stock Appreciation Right shall be confirmed
in writing by an Award Grant in the form prescribed by the Committee.
 
(A) Exercise Price
 
At the time an Option or Stock Appreciation Right is granted, the Committee
shall determine the Exercise Price. Except for adjustments as provided in
Section 13, the Exercise Price for any outstanding Option or Stock Appreciation
Right may not be decreased after the date of grant nor may any outstanding
Option or Stock Appreciation Right be surrendered to the Company as
consideration for the grant of a new Option or Stock Appreciation Right with a
lower Exercise Price.
 
(B) Exercise Period
 
Each Option or Stock Appreciation Right granted under this Plan shall be
exercisable during such period and under such circumstances as the Committee
shall determine, subject to the following rules unless otherwise determined by
the Committee:
 
   (1) An Option or Stock Appreciation Right must be exercised prior to the
       Expiration Date.
 
   (2) Each Option or Stock Appreciation Right shall become immediately
       exercisable upon the occurrence of a Change in Control whether or not
       otherwise then exercisable under this Plan or the provisions of the
       applicable Award Grant relating thereto.
 
   (3) The effect of a Participant's cessation of performance of services for
       the Company and its Subsidiaries shall be as follows:
 
    (i)   Retirement.  If cessation of performance of services is the result of
          Retirement, the Participant may exercise any outstanding Option or
          Stock Appreciation Right at any time after and to the extent that
          such Option or Stock Appreciation Right has become exercisable under
          the terms of the applicable Award Grant and before the applicable
          Expiration Date.
 
    (ii)  Death.  If a Participant dies while the Participant is continuing to
          perform services for the Company or a Subsidiary or during the period
          following Retirement and before the Expiration Date, the Successor
          may exercise the Participant's Options or Stock Appreciation Rights
          at any time prior to the applicable Expiration Date, whether or not
          such Options or Stock Appreciation Rights were otherwise exercisable
          on the date of the Participant's death under this Plan or the
          applicable Award Grant.
 
    (iii) Disability.  If the Committee determines that a Participant ceased to
          perform services for the Company or a Subsidiary because of
          Disability, any Option or Stock Appreciation Right held by such
          Participant on the Date of Termination may be exercised (whether or
          not such Option or Stock Appreciation Right was otherwise exercisable
          on the Date of Termination under this Plan or the provisions of the
          Award Grant relating thereto) at any time prior to the Expiration
          Date.
 
    (iv)  Involuntary Termination without Cause.  If the Participant ceases to
          perform services for the Company and its Subsidiaries involuntarily
          without Cause, the Participant may exercise any outstanding Option or
          Stock Appreciation Right at          any time after and to the extent that such Option or Stock
          Appreciation Right has become exercisable under the terms of the
          applicable Award Grant and before the applicable Expiration Date.
 
    (v)   Involuntary Termination for Cause.  If a Participant ceases to
          perform services for the Company and its Subsidiaries involuntarily
          for Cause, any outstanding Options held by such Participant shall be
          immediately cancelled on such Date of Termination.
 
    (vi)  Other Termination.  If a Participant ceases to perform services for
          the Company and its Subsidiaries for any reason other than as set
          forth in subparagraphs (i) through (v) above, the Participant may
          exercise any outstanding Option or Stock Appreciation Right at any
          time after and to the extent that such Option or Stock Appreciation
          Right has become exercisable under the terms of the applicable Award
          Grant and before the applicable Expiration Date.
 
(C) Exercise Procedures
 
Each Option or Stock Appreciation Right granted under this Plan may be
exercised to the extent exercisable, in whole or in part at any time during the
Exercise Period, for such number of shares as shall be prescribed by the
provisions of the Award Grant evidencing such Option, provided that:
 
   (1) An Option or Stock Appreciation Right may be exercised by the
       Participant or a Successor only by written notice (in the form
       prescribed by the Committee) to the Company specifying the number of
       shares to which such notice applies.
 
   (2) The aggregate Exercise Price of the shares as to which an Option may be
       exercised shall be, in the discretion of the Committee, (a) paid in U.S.
       funds by any one or any combination of the following: cash, (including
       check, draft or wire transfer made payable to the order of the Company),
       or delivery of Common Stock certificates endorsed in blank or
       accompanied by executed stock powers with signatures guaranteed by a
       national bank or trust company or a member of a national securities
       exchange evidencing shares of Common Stock which have been held for more
       than six months (or such other period of time as the Committee deems
       appropriate), whose value shall be deemed to be the Fair Market Value on
       the date of exercise of such Common Stock, or (b) deemed to be paid in
       full provided the notice of the exercise of an Option is accompanied by
       a copy of irrevocable instructions to a broker to promptly deliver to
       the Company the amount of sale or loan proceeds sufficient to cover the
       Exercise Price or (c) paid upon such terms and conditions, including
       provision for securing the payment of the same, as the Committee, in its
       discretion, shall provide.
 
   (3) As soon as practicable after receipt by the Company of notice of
       exercise and of payment in full of the Exercise Price of the shares with
       respect to which an Option has been exercised, a certificate or
       certificates representing such shares shall be registered in the name or
       names of the Participant or Successor and shall be delivered to the
       Participant or Successor. If any part of the Exercise Price is paid on a
       deferred basis (to the extent such deferral is permitted by the
       Committee), the shares for which payment has been deferred shall be
       registered in the name of the Participant or Successor but the
       certificate or certificates representing such shares shall not be
       delivered to the Participant or Successor until the Exercise Price for
       such shares has been paid in full.
 
(D) Special Rules Relating to Incentive Options
 
   (1) No Incentive Option may be granted to an individual who is not an
       Employee of the Company or a Subsidiary Corporation.
 
   (2) No Incentive Option may be granted on or after the 10th anniversary of
       the Effective Date.
 
   (3) The aggregate Fair Market Value (determined as of the time the Option is
       granted) of the Common Stock with respect to which Incentive Options are
       exercisable for the       first time during any calendar year by an Employee under all plans of
       the Company and its Subsidiaries shall not exceed the greater of
       $100,000 or such sum as may from time to time be permitted under Code
       section 422.
 
9. Other Stock Awards
 
The Committee may make Awards consisting of Restricted Stock or Restricted
Stock Units, containing such terms and conditions, and subject to such
restrictions and contingencies as the Committee shall determine, subject to the
provisions of the Plan. If the right to become vested in a Restricted Stock
Award or Restricted Stock Unit Award granted under this Section 9 is
conditioned on the completion of a specified period of service with the Company
or the Subsidiaries, without achievement of Performance Measures or other
performance objectives being required as a condition of vesting, and without it
being granted in lieu of other compensation or to replace forfeited awards from
a prior service recipient, then the required period of service for full vesting
shall be not less than three years, subject to acceleration of vesting in the
following circumstances:
 
   (A) to the extent permitted by the Committee, in the event of the
       Participant's death, Disability, or involuntary termination without
       Cause; or
 
   (B) in the event of a Change in Control, unless such Award is replaced by an
       award of equivalent value provided by the Surviving Corporation which
       replacement award vests not later than the replaced Award and, to the
       extent not previously vested, vests in full in the event of any
       involuntary cessation of performance of services for the Surviving
       Corporation following the Change in Control (other than involuntary
       termination by reason of an act of dishonesty, moral turpitude or an
       intentional or grossly negligent act detrimental to the best interests
       of the Surviving Corporation) unless otherwise determined by the
       Committee at the time of the Award.
 
10. Performance Awards
 
The Committee may make Awards consisting of Performance Shares or Cash Awards,
containing such terms and conditions, and subject to such restrictions and
contingencies as the Committee shall determine, subject to the provisions of
the Plan. Performance Awards shall be conditioned on the achievement of
Performance Goals, based on one or more Performance Measures, as determined by
the Committee, over a performance period (not less than one year) prescribed by
the Committee. For Awards under this Section 10 intended to be
"performance-based compensation" within the meaning of regulations under Code
section 162(m), the grant of the Awards and the performance goals shall be made
during the period required under Code section 162(m). In the event that a
Change in Control occurs after a Performance Award has been granted but before
completion of the applicable performance period, a pro rata portion of such
Award shall become payable as of the date of the Change in Control to the
extent otherwise earned on the basis of achievement of the pro rata portion of
the Performance Goals relating to the portion of the performance period
completed as of the date of the Change in Control.
 
11. Non-Transferability
 
Unless otherwise designated by the Committee to the contrary, each Award
granted under the Plan shall by its terms be non-transferable by the
Participant (except by will or the laws of descent and distribution). An Option
or Stock Appreciation Right shall be exercisable during the Participant's
lifetime only by the Participant, his or her guardian or legal representative
or by such other means as the Committee may approve from time to time that is
not inconsistent with or contrary to the provisions of either Section 16(b) of
the Exchange Act or Rule 16b-3, as either may be amended from time to time, or
any law, rule, regulation or other provision that may hereafter replace such Rule. A Participant may also designate a beneficiary
to exercise his or her Awards after the Participant's death. The Committee may
amend outstanding Awards to provide for transfer, without payment of
consideration, to immediate family members of the Participant or to trusts or
partnerships for such family members.
 
12. Listing and Registration of Shares
 
If at any time the Board of Directors shall determine, in its discretion, that
the listing, registration or qualification of any of the shares subject to
Awards under the Plan upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the purchase or
issue of shares thereunder, no outstanding Awards which would result in the
purchase or issuance of shares may be exercised or otherwise settled unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board of
Directors. The Board of Directors may require any Participant to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of the shares in compliance with
applicable law and shall have the authority to cause the Company at its expense
to take any action related to the Plan which may be required in connection with
such listing, registration, qualification, consent or approval.
 
13. Adjustments
 
The Committee may make such adjustments as it deems appropriate to meet the
intent of the Plan in the event of changes that impact the Company's share
price or share status, provided that any such actions are consistently and
equitably applicable to all affected Participants.
 
In the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, reorganization, spin-off or other distribution
(other than normal cash dividends) of Company assets to shareholders, or any
other change affecting shares, such adjustments, if any, as the Committee in
its discretion may deem appropriate to reflect such change shall be made with
respect to (i) the aggregate number of shares and/or kind of shares that may be
issued under the Plan or that may be subject to Awards of a specified type
and/or to any individual; (ii) the number of shares and/or kind of shares
covered by outstanding Awards to any individual under the Plan; and/or (iii)
the applicable price per share with respect to any outstanding Options, Stock
Appreciation Rights and other Awards under the Plan.
 
14. Tax Withholding
 
Delivery of any shares or any other benefits under the Plan is subject to
withholding of applicable taxes. The Committee unilaterally or by arrangement
with the Participant or Successor shall make appropriate provision for
satisfaction of withholding taxes in the case of any transaction under the Plan
which gives rise to a withholding requirement. The Committee, in its
discretion, and subject to such requirements as the Committee may impose prior
to the occurrence of such withholding, may permit such withholding obligations
to be satisfied through cash payment by the Participant, through the surrender
of shares of Common Stock which the Participant already owns and which have
been held for more than six months (or such other period of time that the
Committee deems appropriate), or (to the extent of minimum statutory
withholding requirements) through withholding of shares of Common Stock to
which the Participant is otherwise entitled under the Plan.
 
15. Amendments and Termination
 
The Board of Directors may amend this Plan as it shall deem advisable, except
that the Board of Directors may not, without further approval of the
shareholders of the Companysubject to Section 13, (a) increase the total number of shares of Common Stock
which may be issued under the Plan as set forth in Section 6(B) or the maximum
number of shares that may be issued, as provided in Section 6(C), (b) change
the class of individuals eligible for Awards, or (c) change the rules governing
Exercise Price. The Board of Directors may, in its discretion, terminate this
Plan at any time. No amendment or termination may, in the absence of written
consent to the change by the affected Participant (or, if the Participant is
not then living, the affected Successor), adversely affect the rights of any
Participant or Successor under any Award granted under the Plan prior to the
date such amendment is adopted, provided that adjustments pursuant to Section
13 are not be subject to such limitation. Subject to the foregoing and the
requirements of Code section 162(m), the Board of Directors may without further
action on the part of the shareholders of the Company or the consent of
Participants, amend the Plan, (a) to permit or facilitate qualification of
Options thereafter granted under the Plan as Incentive Options, and (b) to
preserve the Company's tax deduction under Code section 162(m).
 
16. Foreign Jurisdictions
 
The Committee may, from time to time, adopt, amend, and terminate under the
Plan such arrangements, not inconsistent with the intent of the Plan, as it may
deem necessary or desirable to make available tax or other benefits of laws of
any foreign jurisdiction to Participants who are subject to such laws and who
receive Awards under the Plan.
 
17. Compliance with Code section 162(m)
 
With respect to Covered Employees, transactions under the Plan are intended to
avoid loss of the deduction referred to in paragraph (1) of Code section 162(m)
or any successor section thereto. Anything in the Plan or elsewhere to the
contrary notwithstanding, to the extent any provision of the Plan or action by
the Committee fails to so comply or avoid the loss of such deduction, it shall
be deemed null and void as relates to Covered Employees, to the extent
permitted by law and deemed advisable by the Committee.
 
18. Notices
 
All notices under the Plan shall be in writing, and if to the Company, shall be
delivered to the Secretary of the Company or mailed to its principal office,
Post Office Box 57, Pittsburgh, Pennsylvania 15230, addressed to the attention
of the Secretary; and if to the Participant, shall be delivered personally or
mailed to the Participant at the address appearing in the payroll records of
the Company or a Subsidiary or, if applicable, to the Participant's Successor
at the last known address appearing in the records of the Company. Such
addresses may be changed at any time by written notice to the other party.

 

 

 

 

EX-99 2 j2081301exv99.htm EX-99

 

Exhibit 99

Long-Term Performance Program Award Agreement

«DATE»

Dear «RECIPIENT NAME»:

H. J. Heinz Company is pleased to confirm that, effective as of <<DATE>>, you have been granted an award under the Long-Term Performance Program in accordance with the terms and conditions of the H. J. Heinz Company Fiscal Year 2003 Stock Incentive Plan as amended by Amendment Number One (the “Plan”). This 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.

 

Award. The target value of the award to you under this Agreement is equal to $<< VALUE>> (the “Target Award Opportunity”). The maximum award opportunity for the Performance Period is equal to twice this amount (the “Maximum Award Opportunity”), subject to prorating pursuant to Paragraph 3 below. Your actual award will be paid as a percentage of your Target Award Opportunity, as determined pursuant to Paragraph 2 below (the “Award”). The “Performance Period” means the two consecutive fiscal year periods of Fiscal Year 2007 and Fiscal Year 2008 (May 4, 2006 through April 30, 2008).

2.

 

Performance Goals. The Award 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 Company’s Board of Directors (“MD&CC”) as set forth below:

        [PERFORMANCE GOALS]

3.

 

Payment of Performance Award. Your Award, if earned, will be paid promptly after the end of the Performance Period, subject to Paragraphs 4 and 5 below.

 

(a)

 

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, except that if your employment begins during the last six months of the Performance Period, no Award for that Performance Period will be granted.

 

 

(b)

 

The 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, 50% of your Award, after taxes, will be paid in the form of restricted stock units. At the end of the

 


 

 

 

 

fiscal year in which you meet the Company’s Stock Ownership Guidelines, the restricted stock units will be distributed in Heinz Common Stock.

4.

 

Termination of Employment. The termination of your employment with the Company will have the following effect on your Award:

 

 

(a)

 

Qualified Termination of Employment During First Year of Performance Period. In the event that your employment with the Company ends during the first fiscal year of the Performance Period as a result of your Death, Disability, Retirement, or Involuntary Termination without Cause, your Award will automatically be pro-rated and paid at the end of the Performance Period as determined in accordance with Paragraph 2 above.

 

(b)

 

Qualified Termination of Employment During Second Year of Performance Period. In the event that your employment with the Company ends during the second year of the Performance Period as the result of your Death, Disability, Retirement, or Involuntary Termination without Cause, you will receive your Award at the end of the Performance Period as determined in accordance with Paragraph 2 above.

 

 

(c)

 

Other Termination. In the event your employment with the Company ends as the result of any reason other than as set forth in subparagraph 4(a) or (b) above, including without limitation any voluntary termination of employment or an Involuntary Termination for Cause, your Award will automatically be forfeited.

 

(d)

 

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 Performance Period, payment of this Performance Award will be immediately accelerated. The amount of the Performance Award will be prorated as of the date the Change in Control becomes effective, and shall be determined based upon verifiable Company performance as of such date.

 

5.

 

Non-Solicitation/Confidential Information. In partial consideration for the Award 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 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

2


 

 

 

 

injunction with respect to any conduct by you that is directly or indirectly a breach or threatened breach of this Paragraph.

 

 

 

 

 

 

 

“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 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.

6.

 

Impact on Benefits. The Award, if earned, will not be eligible for contributions under any of the Company’s retirement and other benefit plans, including but not limited to the Company’s Supplemental Executive Retirement Plan, the Employees Retirement and Savings Plan or the Company Match plan.

 

 

 

7.

 

Tax Withholding. When your Award is paid, the Company will withhold the amount of money (or, if applicable, the number of shares of Common Stock that is equivalent, based on the Fair Market Value of the Common Stock on the payment date to the amount of money) payable for the federal, state, local, and/or foreign income and/or employment taxes required to be collected or withheld with respect to the payment.

 

 

 

8.

 

Non-Transferability. Your Award may not be sold, transferred, pledged, assigned or otherwise encumbered except by will or the laws of descent and distribution.

 

 

 

9.

 

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 the Company to terminate your employment at any time, with or without cause, and with or without notice.

 

 

 

10.

 

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) 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 or long-term incentive plans of the Company (the “Plans”). You further consent to the release of personal data 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. 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.

 

11.

 

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.

3


 

 

 

 

While Awards 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 cash or stock in the future, and does not create any contractual or other right to receive a Award or other compensation or benefits in the future.

12.

 

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.

This Award is subject to your signing both copies of this Agreement and returning one signed and dated copy to the Company.

 

 

 

 

 

 

 

 

H. J. HEINZ COMPANY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accepted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

 

 

 

 

 

 

 

 

 

4