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HSY » Topics » What are the effects of a change in control?

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

What are the effects of a change in control?

Upon a change in control of Hershey, all outstanding stock options and SARs and all restricted stock unit and restricted stock awards will fully vest, unless the Committee provided otherwise in the award agreement. The effect of a change in control on performance-based and other awards will be as the Committee determines.

Currently, a change in control will occur if:

 

  •  

there is an unwelcome change in the majority of the members of the Board;

 

  •  

a person or group acquires shares of Common Stock and/or Class B Common Stock representing 25% or more of the shares or the votes represented by the shares and the Milton Hershey School Trust no longer owns more than 50% of the voting power; or

 

  •  

the stockholders approve a business combination or sale of substantially all the Company’s assets after which the Milton Hershey School Trust will no longer own more than 50% of the voting power of the combined business or purchaser of assets.

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