This excerpt taken from the HSY DEF 14A filed Mar 10, 2005.
Management Succession
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The Board shall review management succession plans annually. This
shall include review by the Board of organization strength and management development and succession plans for each member of the Company’s
executive team. The Board shall also maintain and review annually, or more often if appropriate, a succession plan for the CEO.
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If the President, CEO and/or Chairman of the Board is unable to
perform for any reason, including death, incapacity, termination, or resignation before a replacement is elected, then: (1) if the Company is without a
Chairman of the Board, the Chair of the Committee on Directors and Corporate Governance shall serve as Chairman until a replacement is elected or, in
the case of temporary incapacity, until the Board determines that the incapacity has ended; (2) if the Company is without a President and CEO, the
interim President and CEO shall be the officer of the Company approved by the Board, taking into consideration the annual recommendation of the CEO;
(3) in the case of incapacity of the President, CEO and/or Chairman, the Board shall determine whether to search for a replacement; and (4) the Chair
of the Compensation and Executive Organization Committee shall lead any search for a replacement.
