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This excerpt taken from the HSY 10-Q filed May 7, 2008. General. The
amount of any Director Fees deferred in accordance with a Stock Deferral
Election shall be credited to a deferred stock compensation account maintained
by the Company in the name of the Director
(a “Deferred Stock Compensation Account”). A separate Deferred Stock
Compensation Account shall be maintained for each calendar year for which a
Director has elected a different number of payment installments or as otherwise
determined by the Board. On each date on which Director Fees and/or Post-2007 RSUs become vested and are otherwise payable and a Stock Deferral
Election applicable to such Directors Fees and/or
Post-2007 RSUs is effective for
a Director, the Director's Deferred Stock Compensation Account for that calendar
year shall be credited with a number of full and fractional Deferred Stock Units
(“DSUs”) equal, in the case of Directors
Fees, to the cash amount of the Director Fees payable divided by the Fair
Market Value of one share of the Common Stock, as defined in Section 12 hereof,
on the date on which such Director Fees are payable and, in the
case of Post-2007 RSUs, to the number of Post-2007 RSUs which became vested and
were otherwise payable. If a dividend or distribution is paid
on the Common Stock in cash or property other than Common
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Stock, on
the date of payment of the dividend or distribution to holders of the Common
Stock each Deferred Stock Compensation Account shall be credited with a number
of full and fractional DSUs equal to the number of full and fractional DSUs
credited to such Account on the date fixed for determining the stockholders
entitled to receive such dividend or distribution times the amount of the
dividend or distribution paid per share of Common Stock divided by the Fair
Market Value of one share of Common Stock, as defined in Section 12 hereof, on
the date on which the dividend or distribution is paid, it being intended that the number of full and
fractional DSUs credited as a result of the dividend or distribution shall be
equal to the number of full and fractional shares that would be issued if the
DSUs credited to the Account were actual shares participating in the Company’s
dividend reinvestment plan. If the dividend or distribution is
paid in property, the amount of the dividend or distribution shall equal the
fair market value of the property on the date on which the dividend or
distribution is paid. The Deferred Stock Compensation Account of a
Director shall be charged on the date of distribution with any distribution of
shares of Common Stock made to the Director from such Account pursuant to
Section 6(c) hereof.
(b)
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