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This excerpt taken from the HSY 10-Q filed May 7, 2008. Director Fees. A
Director shall be entitled to Director Fees, in such amounts as shall be
determined by the Board, for services on the Board and as a chair of any
committee of the Board. Pursuant to
Section 4 hereof, a Director may elect to have payment of Directors Fees made
currently in cash and/or Common Stock or deferred for subsequent payment in cash
or Common Stock; provided that if paid currently, fees payable for
services as a chair of any committee of the Board shall be payable only in
cash. Any shares of Common Stock payable under this Section 3(a)
shall be paid by the issuance to the Director of a number of shares of Common
Stock equal to the cash amount of the retainer so payable divided by the Fair
Market Value of one share of the Common Stock, as defined in Section 12
hereof. Any fractional share
-1-
of Common
Stock resulting from such payment shall be rounded to the nearest whole
share. The Company shall issue
share certificates to the Director for the shares of Common Stock acquired or,
if requested in writing by the Director and permitted under such plan, the
shares acquired shall be added to the Director's account under the Company's Automatic Dividend Reinvestment
Plan. As of the date on which the part or whole of the retainer is
payable in shares of Common Stock, the Director shall be a stockholder of the
Company with respect to such
shares. Unless otherwise elected in Section 4, any remaining Director
Fees shall be payable in cash.
(b) |
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