any other circumstances upon which a vote or other approval with respect to (A) the Share Issuance and/or (B) the adoption of the Amended and Restated Certificate of Incorporation is sought, such Stockholder shall vote all Subject Shares and Voting...Voting Agreement • June 18th, 2002 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Delaware
ARTICLE 1 DEFINITIONSSupplemental Indenture • July 27th, 2001 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
Exhibit 10(a)(xvii) June 7, 2002 David R. Williams Cherry Hill Scaife Road Sewickley, PA 15143 Dear Dave: This Letter Agreement confirms our understanding regarding your retirement from active service. 1. You will retire from H. J. Heinz Co. (the...Letter Agreement • July 30th, 2002 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties
EXHIBIT 10(a)(xxx) RESTRICTED STOCK UNIT AWARD AND AGREEMENT [DATE] Dear _____________________: H. J. Heinz Company is pleased to confirm that, effective as of ______, you have been granted an award of Restricted Stock Units ("RSUs") for Fiscal Year...Heinz H J Co • June 17th, 2005 • Canned, frozen & preservd fruit, veg & food specialties • Pennsylvania
AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT dated as of September 6, 2001 and amended and restated as of August 4, 2004 H J. HEINZ COMPANY and H.J. HEINZ FINANCE COMPANY, Borrowers andCredit Agreement • February 28th, 2006 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
ANDHeinz H J Co • July 30th, 2002 • Canned, frozen & preservd fruit, veg & food specialties • New York
ARTICLE 1 DEFINITIONSHeinz H J Co • July 27th, 2001 • Canned, frozen & preservd fruit, veg & food specialties • New York
1 Exhibit 1(a) H.J. HEINZ COMPANY DEBT SECURITIES [AND WARRANTS TO PURCHASE DEBT SECURITIES] UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 1998 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
BETWEENSeparation Agreement • June 18th, 2002 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
INDENTUREIndenture • March 16th, 1998 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
BETWEENEmployee Benefits Agreement • June 18th, 2002 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
EXHIBIT 10(a)(xxxv) SEVERANCE PROTECTION AGREEMENT THIS AGREEMENT made as of the __ day of ____ 2005 by and between the "Company" (as hereinafter defined) and ___________ (the "Executive"). WHEREAS, the Board of Directors of the Company (the "Board")...Severance Protection Agreement • June 17th, 2005 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Pennsylvania
andWarrant Agreement • March 16th, 1998 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
Exhibit 10(a)(xviii) July 24, 2002 Richard H. Wamhoff 225 Virginia Avenue Pittsburgh, PA 15215 Dear Dick: This Letter Agreement confirms our understanding regarding your retirement from active service. 1. You will retire from H. J. Heinz Co. (the...Heinz H J Co • July 30th, 2002 • Canned, frozen & preservd fruit, veg & food specialties
CREDIT AGREEMENT Dated as of June 7, 2013 among H. J. HEINZ COMPANY, as the Borrower, HAWK ACQUISITION SUB, INC., as the Initial Borrower, HAWK ACQUISITION INTERMEDIATE CORPORATION II, as Holdings, JPMORGAN CHASE BANK, N.A., as Administrative Agent...Credit Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
This CREDIT AGREEMENT is entered into as of June 7, 2013, among H. J. HEINZ COMPANY, a Pennsylvania corporation (the “Borrower”), HAWK ACQUISITION SUB, INC., a Pennsylvania corporation (the “Initial Borrower”), HAWK ACQUISITION INTERMEDIATE CORPORATION II, a Delaware corporation (“Holdings”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
HAWK ACQUISITION SUB, INC., as Issuer to be merged with and into H.J. HEINZ COMPANY, the GUARANTORS party hereto AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent $3,100,000,000 4.25% Second Lien Senior Secured Notes due 2020...Indenture • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
INDENTURE dated as of April 1, 2013, among HAWK ACQUISITION SUB, INC., a Pennsylvania corporation (“Merger Sub”) to be merged with and into H.J. HEINZ COMPANY, a Pennsylvania corporation (“Heinz”), HAWK ACQUISITION INTERMEDIATE CORPORATION II, a Delaware corporation (“Holdings”), as a Guarantor, the other Guarantors party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
ARTICLE I Lease of AircraftTime Sharing Agreement • September 14th, 2007 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Pennsylvania
AND BANK ONE, NATIONAL ASSOCIATION, AS TRUSTEEIndenture • December 12th, 2002 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2008 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • March 7th, 2014 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Delaware
Unless defined in this award agreement (together with all exhibits and appendices attached thereto, this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
AND BANK ONE, NATIONAL ASSOCIATION, AS TRUSTEEIndenture • March 13th, 2003 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
Exhibit 10(a)(xxix) RESTRICTED STOCK UNIT AWARD AND AGREEMENT [DATE] Dear _____________________: H. J. Heinz Company is pleased to confirm that, effective as of ____________ (the "Effective Date"), you have been granted an award of Restricted Stock...Restricted Stock • March 1st, 2005 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2013 (the “Agreement”), is entered into by and among Hawk Acquisition Sub, Inc., a Pennsylvania corporation (the “Merger Sub”), Hawk Acquisition Intermediate Corporation II (“Holdings”), as a Guarantor and Wells Fargo Securities, LLC for itself and on behalf of J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and the other initial purchasers set forth on Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
Exhibit 10(a)(xxviii) RESTRICTED STOCK UNIT AWARD AND AGREEMENT [DATE] Dear _______________: H. J. Heinz Company is pleased to confirm that, effective as of __________, you have been granted an award of Restricted Stock Units ("RSUs") for Fiscal Year...Award and Agreement • March 1st, 2005 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Pennsylvania
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN...Heinz H J Co • March 2nd, 2012 • Canned, frozen & preservd fruit, veg & food specialties
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Restricted Stock Unit Award and AgreementRestricted Stock Unit Award and Agreement • August 24th, 2007 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Pennsylvania
AGREEMENT AND PLAN OF MERGER by and among H. J. HEINZ COMPANY, HAWK ACQUISITION HOLDING CORPORATION and HAWK ACQUISITION SUB, INC. Dated as of February 13, 2013Agreement and Plan of Merger • February 15th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 13, 2013, is entered into by and among H. J. Heinz Company, a Pennsylvania corporation (the “Company”), Hawk Acquisition Holding Corporation, a Delaware corporation (“Parent”), and Hawk Acquisition Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Agreement shall have the respective meanings ascribed to them in Annex A.
Restricted Stock Unit Award and AgreementAward and Agreement • November 20th, 2012 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Pennsylvania
Long-Term Performance Program Award Agreement (Fiscal Years 2010-2011)Award Agreement • June 17th, 2009 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Pennsylvania
300,000,000 2.00% Notes due 2016 $400,000,000 3.125% Notes due 2021 Underwriting AgreementHeinz H J Co • September 12th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • New York
The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:
SECOND LIEN SECURITY AGREEMENT dated as of June 7, 2013 among HAWK ACQUISITION INTERMEDIATE CORPORATION II, and CERTAIN OF ITS SUBSIDIARIES, collectively, as the Initial Grantors, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, and THE...Second Lien Security Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
SECOND LIEN SECURITY AGREEMENT dated as of June 7, 2013, among the Persons listed on the signature pages hereof (collectively, the “Initial Grantors”), certain subsidiaries of Holdings (as defined below) from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent”) and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as successor to Royal Bank of Canada Europe Limited, as fiscal agent and principal paying agent (in such capacities, the “Fiscal Agent”).
Stock Option Award and AgreementAward and Agreement • November 20th, 2012 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties
AMONGAgreement and Plan of Merger • June 18th, 2002 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THE HAIN CELESTIAL GROUP, INC. 5,295,957 Shares Common Stock ($.01 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2005 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
valid and binding agreement of the Selling Stockholder, subject to applicable bankruptcy, insolvency or similar laws affecting creditor’s rights generally and equitable principles of general applicability.
Restricted Stock Unit Award and AgreementRestricted Stock Unit Award and Agreement • September 1st, 2010 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • Pennsylvania
