This excerpt taken from the HSY DEF 14A filed Mar 10, 2005.
Director Compensation and Benefits
General The Compensation and Executive Organization
Committee shall review and make recommendations to the Board annually with respect to the form and amount of compensation and benefits. These will be
established after due consideration of the responsibilities assumed and the compensation of directors at similarly situated companies.
The Board will not nominate any person to be elected a director
at an Annual Meeting of Stockholders unless such person owns, as defined below, or agrees to purchase and own at least 200 shares of the Companys
Common Stock on or before the record date for the proxy statement for such meeting.
The Board desires that each director own, as defined herein,
shares of the Companys Common Stock in an amount at least equal to the Stockholding Guidelines as of January 1 of each year following the fifth
anniversary of the date the Board approves this policy [February 17, 2004] in the case of current directors and as of January 1 of each year following
the fifth anniversary of becoming a director in the case of a director first becoming a director subsequent to the date of such Board approval. For
purposes of the requirements herein and in the preceding paragraph, ownership of the Companys Common Stock includes Common Stock equivalent
shares such as common stock units deferred under the Companys Directors Compensation Plan and restricted stock units granted quarterly
under that plan.
Stockholding Guidelines as of January 1 of any year means the
number of shares of the Companys Common Stock, as described in the preceding paragraph, with a value, valued at the average closing price on the
NYSE of the Common Stock on the first three trading days of the month of December of the preceding year, equal to three times the sum of (a) the annual
retainer under the Companys Directors Compensation Plan for such year and (b) the target value of the restricted stock unit grant under