Restricted Stock Unit Award and Agreement

RSU Award. You have been awarded a total of ____________ RSUs.

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 Section 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.

Vesting. Provided the Management Development & Compensation Committee of the Board of Directors of the Company (the “MDCC”) determines the Company achieves a [INSERT PERFORMANCE GOAL] (hereinafter the “Performance Goal”), you will become vested in the RSUs credited to your account according to the following schedule: _________.

Termination of Employment. The termination of your employment with the Company during the vesting period will have the following effect on your RSUs:

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 Section 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 Section 3 above, subject to the requirements of Sections 5 and 6 of this Agreement.

Disability. If the termination of your employment with the Company is the result of Disability, provided that the MDCC determines (either before or after such termination) that the Performance Goal specified in Section 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 Section 3 above, subject to the requirements of Sections 5 and 6 of this

Involuntary Termination without Cause. Except as provided in subsection (e), if the termination of your employment with the Company is the result of involuntary termination without Cause, you shall forfeit on your Date of Termination any RSUs that remain unvested as of that date; provided, however, that if you execute a release of claims against the Company in the form provided by the Company within the applicable timeframe specified in Section 4(g)(2), and the MDCC determines (either before or after such termination) that the Performance Goal specified in Section 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 Section 3 above, subject to the requirements of Sections 5 and 6 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.

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 your death) that the Performance Goal specified in Section 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 Section 3 above, but in no event later than the last business day of the month of the one year anniversary of the date of your death.

Change in Control. If your employment with the Company is terminated within 24 months following a Change in Control, and your termination is by the Company for reasons other than Cause or by you for Good Reason, the following rules shall apply:

If the MDCC determines (either before or after such termination) that the Performance Goal specified in Section 3 is achieved, all RSUs that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Section 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.

If subsection (1) does not apply and the Change in Control occurs prior to the completion of the performance period (i.e., during the fiscal year of the grant), a pro rata portion of the RSUs shall continue to vest in accordance with the vesting schedule set forth in Section 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. The previous sentence shall apply only if the RSUs have been earned on the basis of achievement of a pro rata portion of the Performance Goal specified in Section 3 relating to the portion of the performance period completed as of the date of the Change in Control, as determined by the MDCC.

If subsections (1) and (2) do not apply, 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.

Other Termination. If your employment with the Company terminates for any reason other than as set forth in subsections (a), (b), (c), (d), or (e) above, including without limitation any voluntary termination of employment (other than a Good Reason termination described in subsection (e)) or an involuntary termination for Cause, no further vesting will occur and you

For the avoidance of doubt, the following rules shall apply:

If you are Retirement-eligible and

the termination of your employment with the Company is the result of

Disability,

death,

involuntary termination for Cause, or

termination by the Company for reasons other than Cause or by you for Good Reason within 24 months following a Change in Control (as described in subsection (e)),

the termination of your employment with the Company is the result of involuntary termination without Cause (except as provided in subsection (e)), you shall be treated for purposes of this Section as if the termination of your employment with the Company is the result of Retirement.

Non-Solicitation.¹ You agree that you shall not, during the term of your employment by the Company and for eighteen (18) months after the date of the termination of your employment with the Company, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any 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 6 below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge (i) that the non-solicitation provision set forth in this Section 5 is essential for the proper protection of the business of the Company; (ii) that it is essential to the protection of the Company's goodwill and to the maintenance of the Company's competitive position that any Confidential Information be kept secret and not disclosed to others; and (iii) that the breach or threatened breach of this Section 5 will result in irreparable injury to the Company for which there is no adequate remedy

Non-Competition/Confidential Information.² As used in this Section 6, the following terms shall have the respective indicated meanings:

Dividend Equivalents. An amount equal to the dividends payable on the shares of Common Stock represented by your unvested RSUs will be accrued as of each quarterly period dividend payment record date and will be credited to your RSU account and distributed upon vesting of such RSUs, subject to forfeiture of unvested RSUs and undistributed cash dividend equivalents accrued on such unvested RSUs due to failure to achieve the Performance Goal or as described in Sections 4, 5 and 6. These payments will be calculated based upon the number of such vesting RSUs that were in your account as of each quarterly period dividend record date prior to vesting. These payments will be reported as income to the applicable taxing authorities, and federal, state, local and/or foreign income and/or any employment taxes will be withheld from such payments as and to the extent required by applicable law.

Distribution. All RSU distributions will be made in the form of actual shares of Common Stock and will be distributed to you as soon as administratively practicable after one of the following dates (each, a “Distribution Date”):

Default Distribution Date.    Shares of Common Stock representing your RSUs will be distributed to you on the date the RSUs vest, or, if such date is not a business day, on the next

Separation of Service of Specified Employee. If your distribution is on account of your “separation from service” as defined in Code section 409A and the regulations thereunder, and if you are a “specified employee,” as defined in Code section 409A(a)(2)(B)(i) on your Distribution Date, and your distribution constitutes the “deferral of compensation” as defined in Code section 409A and the regulations thereunder, your distribution will be automatically deferred until the date that is six (6) months after your “separation from service,” regardless of your default Distribution Date. This paragraph (b) shall apply only to distributions that are triggered by your “separation from service” and which would otherwise be payable within the six-month period following your “separation from service.”

Taxes.³ Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account, or other tax-related withholding (collectively, “Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of RSUs, including the grant and vesting of RSUs, subsequent delivery of shares and/or cash related to such RSUs or the subsequent sale of any shares acquired pursuant to such RSUs and receipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the terms or any aspect of this grant of RSUs to reduce or eliminate your liability for Tax-Related Items. You shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your receipt of RSUs or of shares pursuant to RSUs that cannot be satisfied by the means described below. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Company and/or Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to deliver the shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Non-Transferability.    Your RSUs may not be sold, transferred, pledged, assigned or otherwise encumbered except by will or the laws of descent and distribution. You may also designate a beneficiary(ies) in the event that you die before a Distribution Date occurs, who shall succeed to all your rights and obligations under this Agreement and the Plan. If you do not designate a beneficiary, your RSUs will pass to the person or persons entitled to receive them under your will. If you shall have failed to make a testamentary disposition of your RSUs in your will or shall have died intestate, your RSUs will pass to the legal representative or representatives of your estate.

Employment Rights.    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 Company to terminate your employment at any time, with or without cause, and with or without notice, subject to the terms of any written employment contract that you may have with the Company that is signed by both you and an authorized representative of the Company.

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. While RSUs 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 RSUs in the future, and does not create any contractual or other right to receive an award of RSUs, compensation or benefits in lieu of RSUs, or any other compensation or benefits in the future.

Acknowledgment and Waiver. By accepting this grant of RSUs, you acknowledge and agree that:

the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;

the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of shares or RSUs, or benefits in lieu of shares or RSUs, even if shares or RSUs have been granted repeatedly in the past;

all decisions with respect to future grants, if any, will be at the sole discretion of the Company;

you are participating voluntarily in the Plan;

RSU grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of your employment contract, if any;

RSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments to the extent permitted by law;

in the event that you are not an employee of the Company, this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;

the future value of the shares is unknown, may increase or decrease from the date of grant or vesting of the RSU, and cannot be predicted with certainty; and

in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of your employment by the Company or the Employer (for any reason whatsoever) and you irrevocably release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, you shall be deemed irrevocably to have waived any entitlement to pursue such claim.

Compliance with Stock Ownership Guidelines. All RSUs granted to you under this Agreement shall be counted as shares of Common Stock that are owned by you for purposes of satisfying the minimum share requirements under the Company's Stock Ownership Guidelines (“SOG”), except if the Performance Goal set forth in Paragraph 3 is not achieved, after which time they will no longer be counted. Notwithstanding the foregoing, you acknowledge and agree that, with the exception of the number of shares of Common Stock withheld to satisfy income tax withholding requirements pursuant to Section 9 above, 75% of the shares of Common Stock represented by the RSUs granted to you hereunder cannot be sold or otherwise transferred, even after the Distribution Date, unless and until you have met the Company's SOG's minimum share ownership requirements. The MDCC may not approve additional RSU awards to you unless you are in compliance with the terms of this Section 15 and the applicable SOG requirements.

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.

United States Internal Revenue Code Section 409A. It is intended that RSUs granted to you under this Agreement will not be taxable under Code section 409A, if applicable. Accordingly, this Agreement shall be interpreted and administered, to the extent possible, in a manner that does not result in a “plan failure” (within the meaning of Code section 409A(a)(1)). This Agreement is designed to comply with Code section 409A (without incurring penalties). In the event of an inconsistency between the terms of this Agreement and Code section 409A, the terms of Code section 409A shall control.

Clawback Policy. This Award is subject to the Company's Executive Compensation Clawback Policy, as in effect and amended from time to time, to the fullest extent said Policy applies to this Award.