UPDATE 2-Heinz CEO's golden parachute set at $56 mln

Mon Mar 4, 2013 6:56pm EST

March 4 (Reuters) - H.J. Heinz Co Chief Executive William Johnson would receive about $56 million if he gets terminated following the ketchup maker's acquisition by Berkshire Hathaway and 3G Capital, the company said on Monday.

In its preliminary proxy statement, the world's largest ketchup maker also said the merger agreement, announced on Feb. 14, has been amended so that restricted stock units would vest in keeping with their existing schedule instead of all at once at the time of the merger.

Heinz spokesman Michael Mullen said Johnson's "golden parachute" payment would reflect his success in building shareholder value over his 15 years as CEO.

"This compensation consists of equity that Mr. Johnson accumulated over his 30-year career with Heinz and existing equity awards and contractual rights that were in place well before the announcement of the proposed merger," Mullen said.

Arthur Winkleblack, chief financial officer, and David Moran, CEO of Heinz Europe and its global infant nutrition business, would each get about $15.5 million in a similar scenario, Heinz said.

The filing also showed that the initial offer for Heinz, made by Brazilian private equity firm 3G and Berkshire, was for $70 per share. The buyers later raised their offer to $72.50.