Amendment to Long-Term Performance Program Award Agreement (Fiscal Years 2013-2014) between H. J. Heinz Company and Employee

Summary

This amendment updates the Long-Term Performance Program Award Agreement between H. J. Heinz Company and the employee for fiscal years 2013-2014. Due to a merger agreement, the company will pay 100% of the target award opportunity, based on the company's performance metrics, subject to pro-ration and payment terms in the original agreement. All other terms of the original award agreement remain unchanged. The amendment is governed by Pennsylvania law.

EX-10.ALXI 4 hnz10k4282013ex10alxi.htm EXHIBIT 10ALXI HNZ 10K 4/28/2013 EX10ALXI

Exhibit 10(a)(lxi)

FORM OF AMENDMENT TO

LONG-TERM PERFORMANCE PROGRAM AWARD AGREEMENT

(FISCAL YEARS 2013-2014)

This Amendment (“Amendment”) to Long-Term Performance Program Award Agreement (Fiscal Years 2013-2014) is made effective as of __________, 2013, by and between [EMPLOYEE NAME], an individual (“Employee”), and H. J. HEINZ COMPANY, a Pennsylvania corporation (“Company”).

WITNESSETH:

WHEREAS, Employee and Company are parties to that certain Long-Term Performance Program Award Agreement (Fiscal Years 2013-2014) dated _______ (the “Award Agreement”); and

WHEREAS, pursuant to the Agreement and Plan of Merger, by and among the Company, Hawk Acquisition Holding Corporation, and Hawk Acquisition Sub, Inc., dated as of February 13, 2013, the MDCC has determined that the Award will be paid at 100% of the Target Award Opportunity, and the Award Agreement is amended accordingly.

NOW, THEREFORE, in consideration of the foregoing and the agreements and covenants contained herein:


1.	Award. The Award Agreement is hereby amended to provide that the Company's performance against the ROIC Target metric and the TSR Value metric is deemed to be such that 100% of the Target Award Opportunity is earned for the Performance Period, subject to pro-ration and payment in accordance with Section 4(d) of the Award Agreement.

2. Miscellaneous.


(a)	Defined Terms. Unless otherwise defined herein, all capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Award Agreement.


(b)	No Other Modification. Except as amended herein, all other terms and conditions of the Award Agreement shall remain in full force and effect.


c)	Governing Law. This Amendment shall be governed by the laws of the Commonwealth of Pennsylvania.

H. J. HEINZ COMPANY

By: /s/ Randolph W. Keuch

Vice President - Total Rewards