exh101.htm


    Exhibit
      10.1

     

    SECOND
      AMENDMENT TO THE

    HERSHEY
      COMPANY DEFERRED COMPENSATION PLAN

    


    WHEREAS,
      The Hershey Company (the “Company”) currently maintains The Hershey Company
      Deferred Compensation Plan (the “Plan”);

    


    WHEREAS,
      the Compensation and Executive Organization Committee of the Company's Board
      of
      Directors (the “Committee”), at its April 16, 2007 meeting, approved changes to
      the Defined Contribution Supplemental Executive Retirement Plan portion of
      the
      Plan (the “DC SERP”) to (1) require a participant to be employed on December 31
      of a year (except in certain limited circumstances) in order to receive an
      allocation under the DC SERP for such year, and (2) impose a new vesting
      schedule to determine the portion of the DC SERP account, if any, that a
      participant will be entitled to receive upon termination of
      employment;

    


    WHEREAS,
      the Committee authorized and directed the officers of the Company to adopt
      amendments to the Plan to reflect these changes; and

    


    WHEREAS,
      this amendment shall supersede the provisions of the Plan to the extent those
      provisions are inconsistent with the provisions of this amendment.

    


    NOW,
      THEREFORE, BE IT RESOLVED that, by virtue and in exercise of the power reserved
      to the Committee by Section 8.1 of the Plan, and pursuant to the authority
      delegated to officers of the Company by the Committee, the Plan is hereby
      amended, effective April 16, 2007, as follows:

    


    
      	
              1.

            	
              Sections
                3.2 a. and 3.2 b. are amended to read as
                follows:

            


    

    


    a.           Each
      Plan Year, for a Participant who defers Compensation under the 401(k) Plan
      equal
      to (i) the maximum deferral percentage as permitted by the plan administrator
      under the 401(k) Plan or (ii) the maximum contribution limit under Code section
      402(g) (indexed for inflation); provided, however, the Plan Administrator,
      in
      its sole discretion, may waive this condition in its entirety, the Company
      shall
      credit to such Participant’s Supplemental Match Contributions Sub-Account an
      amount equal to four and one-half percent (4-1/2%) of those amounts awarded
      under the AIP that are deferred under this Plan as soon as administratively
      practicable following the last day of the Plan Year.

    


    b.           Each
      Plan Year, for a Participant who defers Compensation under the 401(k) Plan
      equal
      to (i) the maximum deferral percentage as permitted by the plan administrator
      under the 401(k) Plan or (ii) the maximum contribution limit under Code section
      402(g) (indexed for inflation); provided, however, the Plan Administrator,
      in
      its sole discretion, may waive this condition in its entirety, the Company
      shall
      credit to such Participant’s Supplemental Match Contributions


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Sub-Account
      an amount equal to four and one-half percent (4-1/2%) of (1) plus (2) less
      (3),
      where (1), (2), and (3) are determined as follows:

    


    
      	
              2.

            	
              Section
                6.2 is amended to read as follows:

            


    

    


    6.2           Benefits.  A
      Participant meeting the eligibility requirements under Section 6.1 shall receive
      DC SERP Benefits in an amount equal to a percentage of Compensation determined
      by the Compensation Committee in its sole discretion.  Such DC SERP
      Benefits shall be credited to a Participant’s DC SERP Benefits Sub-Account as
      soon as administratively practicable following the last day of the Plan Year,
      provided that the Participant

    


    a.           defers
      Compensation under the 401(k) Plan equal to either (1) the maximum deferral
      percentage as permitted by the plan administrator under the 401(k) Plan or
      (2)
      the maximum contribution limit under Code section 402(g) (indexed for
      inflation); provided, however, the Plan Administrator, in its sole discretion,
      may waive this condition in its entirety, and

    


    b.           was
      employed on the last day of the Plan Year, unless during the year he or she
      (1)
      terminated employment while at least age 55, (2) retired in accordance with
      the
      provisions of any applicable Company-sponsored qualified or nonqualified
      retirement plan or program, (3) became Disabled, (4) became eligible for
      benefits under a Company-sponsored severance plan, or (5) died.  In
      the case of any allocation for a Plan Year for which the Participant was not
      employed on December 31, except as provided in the next paragraph in the case
      of
      a Participant who becomes Disabled, the allocation shall be based on the amount
      of the Participant’s actual Compensation paid for services performed through the
      last active day of the Participant’s employment, which shall not include any
      amounts paid on account of the employee's severance from employment with the
      Company.

    


    If
      a
      Participant becomes Disabled, such Participant shall continue to be credited
      with DC SERP Benefits in accordance with this Section 6.2 until the earlier
      of
      (i) two (2) years from the date benefits commence under the Company’s Long Term
      Disability Plan or (ii) the date he or she is no longer eligible for such
      long-term disability benefits, based on the amount of Compensation that was
      payable to the Participant at the time of Disability.



    
      
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    3.           A
      new Section 6.4 is added to read as follows:

    


    6.4           Vesting.  Benefits
      under this Article VI shall be payable only to the extent vested.  A
      Participant shall become vested in his or her DC SERP Benefits Sub-Account
      in
      accordance with the following vesting schedule, provided the Participant has
      first completed five (5) Years of Service with the Company:

    


    
      	
              Age

            	
              Vested
                Percentage

            
	
              45

            	
              0
                percent

            
	
              46

            	
              10
                percent

            
	
              47

            	
              20
                percent

            
	
              48

            	
              30
                percent

            
	
              49

            	
              40
                percent

            
	
              50

            	
              50
                percent

            
	
              51

            	
              60
                percent

            
	
              52

            	
              70
                percent

            
	
              53

            	
              80
                percent

            
	
              54

            	
              90
                percent

            
	
              55

            	
              100
                percent

            


    

    


    In
      all
      cases, a Participant shall be 100% vested in his or her DC SERP Benefits if
      he
      or she dies or becomes Disabled while employed with the Company.

    


    


    


    IN
      WITNESS WHEREOF, the Company has caused this amendment to be executed this
      29th
      day
      of June, 2007.

    


    


    THE
      HERSHEY COMPANY

    


    


     By: 
/s/
      Marcella K.
      Arline                                                                

    Marcella
      K. Arline

    Senior
      Vice President, Chief People
      Officer


    


    


     

     

     

     

     

    



    
      
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