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This excerpt taken from the HSY 10-Q filed May 7, 2008. Deemed
Investment Elections.
(A) The
Director shall designate, on a form prescribed by the Company, the percentage of the deferred Director
Fees that are to be deemed to be invested in the available funds under
paragraph (1) above. Said designation shall be effective on a date
specified therein and remain in effect and
apply to all subsequent deferred Director Fees until changed as provided
below.
(B) A
Director may elect to change, on a calendar year basis (or on such other basis
as permitted from time to time by the Board), the deemed investment election
under paragraph (A) above with respect to future deferred Director Fees among
one or more of the options then available by written notice to the Secretary of
the Company, on a form prescribed by the
Company (or by voice or other form of
notice permitted by the Company), at least
ten days before the first day of the calendar year for which the change is to be
effective, with such change to be effective for Director Fees credited to the
Deferred Cash Compensation Account on and after the effective date of the
change.
(C)
A Director may elect to reallocate the balance of his Deferred Cash Compensation
Account, subject to limitations imposed by the Board, on a calendar year
basis, among the deemed investment options then
available. A Director may make such an election by written notice to
the Secretary of the Company, on a form
prescribed by the Company (or by voice or
other form of notice
permitted by the Company), at least ten
days before the first day of the calendar year for which the transfer election
is to be effective, with such transfer
to be based on the value of the Deferred Cash Compensation Account on the last
day of the calendar year preceding the effective date of the transfer
election.
(D) The
election of deemed investments among the options provided above shall be the
sole responsibility of each Director. The Company and Board members are not authorized to
make any recommendation to any Director with respect to such
election. Each Director assumes all risk connected with any
adjustment to the value of his Deferred Cash Compensation
Account. Neither the Board nor the Company in any way guarantees against loss or
depreciation.
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(E)
All payments from the Plan shall be made pro-rata from the portion of the
Director's Deferred Cash Compensation Account which is deemed to be invested in
such funds as may be available from time to time for deemed investment elections
under the Plan.
(F)
The Company shall not be required or
obligated to invest any amounts in the funds provided as deemed investment
options, and such funds shall be used solely to measure investment
performance. Further, the Company shall not be precluded from providing for
its liabilities hereunder by investing in such funds or in any other investments
deemed to be appropriate by the Board.
(c)
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