HSY » Topics » Deferred Compensation Plan

This excerpt taken from the HSY 10-K filed Feb 19, 2008.

Deferred Compensation Plan

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">Amended and Restated as of October 1, 2007

FACE="Times New Roman" SIZE="2">This Deferred Compensation Plan (the “Plan”) allows participants in the following programs of The Hershey Company Equity and Incentive Compensation Plan (the “EICP”) to defer receipt of all or part
of the following awards: (1) cash awards under the Annual Incentive Program (the “AIP”), (2) the cash equivalent or Common Stock of The Hershey Company (the “Company”) representing performance stock unit
(“PSU”) awards under the EICP, and (3) awards of Common Stock of the Company pursuant to restricted stock unit (“RSU”) awards under the EICP granted on or after January 1, 2001. This Plan also allows participants in The
Hershey Company Amended and Restated (2007) Supplemental Executive Retirement Plan (the “DB SERP”) and The Hershey Company Compensation Limit Replacement Plan (the “CLRP”) to defer receipt of all or a portion of a lump sum
cash payment payable under the DB SERP and CLRP. In addition, the Company may allocate Supplemental Core Retirement and Supplemental Match Contributions on behalf of eligible Plan Participants, and the Company may credit a specified percentage of
Compensation for the benefit of certain Plan Participants under the Defined Contribution Supplemental Executive Retirement Plan (the “DC SERP”). The Plan is intended to benefit those executives of the Company and subsidiaries who are
specified as participants in and receive awards under the EICP, former participants of the DB SERP and CLRP, and Plan Participants with compensation in excess of Code section 401(a)(17), to secure their goodwill, loyalty and achievement, and to help
attract and retain highly qualified executives.

For Grandfathered Amounts (as defined below), the terms of the Plan in effect on
December 31, 2004 and the requirements summarized in Appendix A of this Plan shall be followed in all respects.

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