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This excerpt taken from the HSY 10-Q filed May 7, 2008. The Wall Street Journal (or in
such other reliable publication as the Board or its delegate, in its discretion,
may determine to rely upon).
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13
SECURITIES
LAWS; ISSUANCE OF SHARES; NONCERTIFICATED
SHARES
The
obligation of the Company to issue or
credit shares of Common Stock under the Plan shall be subject to (i) the
effectiveness of a registration statement under the Securities Act of 1933, as
amended, with respect to such shares, if deemed necessary or appropriate by
counsel for the Company, (ii) the condition
that the shares shall have been listed (or authorized for listing upon official
notice of issuance) upon each stock exchange, if any, on which the Common Stock
shares may then be listed and (iii) all other applicable laws, regulations,
rules and orders which may then be in effect. If, on the date on
which any shares of Common Stock would be issued sufficient shares of Common
Stock are not available under the Plan or the Company is not obligated to issue shares pursuant
to this Section 13, then no shares of Common Stock shall be issued but rather,
in the case of Common Stock to be issued currently, cash shall be paid in
payment of the Director Fees payable. The Board shall adopt
appropriate rules and regulations to carry out the intent of the immediately
preceding sentence if the need for such rules and regulations
arises. To the extent the Plan provides
for issuance of share certificates to reflect the transfer of shares of Common
Stock, the transfer of such shares may be effected on a noncertificated or “book
entry” basis.
14
GOVERNING
LAW
The
provisions of this Plan shall be interpreted and construed in accordance with
the laws of the State of Delaware.
15
EFFECTIVE
DATE; AMENDMENT AND TERMINATION
The Plan
was adopted by the Board on December 4, 1996, and became effective as of January
1, 1997. The Plan was previously amended and restated effective October 2,
2001, December 3, 2002, June 14,
2007, November 11, 2007 and December 4, 2007. The Plan, as
amended and restated herein, shall be effective as of February 13,
2008. The Board may amend or terminate the Plan at any time, provided
that no such amendment or termination shall adversely affect rights with respect
to amounts or shares then credited to any Deferred Cash Compensation Account or
Deferred Stock Compensation Account.
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16
AUTHORIZED
SHARES; DESIGNATION AS AWARD UNDER EQUITY AND INCENTIVE
COMPENSATION PLAN
Shares issued hereunder with respect to RSUs and DSUs
credited prior to April 17, 2007 shall be deemed issued as part of the aggregate
of 300,000 (reflecting prior stock splits and stock dividends and as shall be
adjusted and subject to adjustment to reflect future stock splits and stock
dividends) shares of Common Stock previously authorized for issuance
hereunder. Effective as of April 17, 2007, the crediting of RSUs and
the ability to make elections to receive Directors Fees in shares of Common
Stock or to defer payment of Directors Fees and Post-2007 RSUs and have such fees and/or RSUs credited as DSUs shall constitute a non-employee
directors award under The Hershey Company Equity and Incentive Compensation Plan
(the “EICP”). This Plan and the related Notice of Election and other
documents contemplated hereunder shall constitute the award agreement for
purposes of the EICP and shares of Common Stock issued with respect to such
RSUs, Directors Fees or DSUs shall be deemed issued from the shares authorized
for issuance under the EICP.
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