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HSY » Topics » What awards can be made to non-employee directors?

This excerpt taken from the HSY DEF 14A filed Mar 16, 2007.

What awards can be made to non-employee directors?

Our non-employee directors currently receive an annual restricted stock unit grant and may elect to convert their cash retainer payments into Common Stock shares at the time of payment or into deferred stock units under the Directors’ Compensation Plan. If the EICP is approved by the stockholders, the restricted stock units, deferred stock units and Common Stock shares will be treated as awards made from the shares available under the EICP.

The EICP also will permit the Board to use other types of awards, including stock options or SARs, as part of the compensation package paid to our non-employee directors.

See the Director Compensation section of this proxy statement, beginning on page 18, for more information about compensation paid to our non-employee directors.

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