exh101.htm


    Exhibit 10.1

     

    
      	
              The
      Hershey Company

              100
      Crystal A Drive

              Hershey,
      Pennsylvania  17033

            


    

    


    
      	 
      	 
      	 
      
	
              Notice
      of Special Award of Restricted Stock Units

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Name
      of Grantee

            	
              Plan:

            	
              EICP

            	 
      
	
              Address

            	
              ID:

            	
              PERNR

            	 
      
	
              City,
      State Zip Country

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    


    1.  EFFECTIVE DATE AND LEVEL OF
AWARD.  Effective ___________ (the “Grant Date”), grantee has
been awarded Restricted Stock Units (“RSUs”) representing ________ shares of
Common Stock of The Hershey Company (the “Company”).  Each RSU
represents the right to receive a share of the Company’s Common Stock, $1.00 par
value, at a future date and time, subject to the terms of this Notice of Special
Award of Restricted Stock Units (the “Notice of Special Award”).

    


    2.  DEFINITIONS.  Wherever
used herein, the following terms shall have the meanings set forth
below.  Capitalized terms not otherwise defined in this Notice of
Special Award shall have the same meanings as set forth in the
Plan.

    


    (A)
“Deferred Compensation Plan” means The Hershey Company Deferred Compensation
Plan and any successor or replacement plan thereof.

    


    (B)
“Dividend Equivalent Right” means a right that entitles the grantee to receive
an amount equal to any cash dividends paid on a share of Common Stock, which
dividends have a record date between the Grant Date and the date a Vested Unit
is paid.  Dividend Equivalent Rights will be paid in
cash.

    


    (C)
“Plan” means The Hershey Company Equity and Incentive Compensation Plan
(formerly known as the Hershey Foods Corporation Key Employee Incentive Plan)
and any successor or replacement plan thereof.

    


    3.  VESTING
DATES.  The grantee shall vest in the number of RSUs
corresponding with each date shown below (each a “Vesting Date”); provided that
the grantee has remained in continuous employment with the Company or a
Subsidiary from the Grant Date through such Vesting Date.

    


    


    
      	
              RSUs

            	 
      	
              Vesting
      Date

            
	
              ###

            	 
      	 
      
	 
      	 
      	 
      
	
              ###

            	 
      	 
      
	 
      	 
      	 
      
	
              ###

            	 
      	 
      
	 
      	 
      	 
      
	
              ###

            	 
      	 
      


    

    


    If prior
to a Vesting Date, the grantee’s employment with the Company and its
Subsidiaries terminates for any reason, then the unvested RSUs (and any related
Dividend Equivalent Rights) subject to this Notice of Special Award shall
terminate and be completely forfeited on the date of such termination of the
grantee’s employment unless the grantee is entitled to any accelerated vesting
of the unvested RSUs under the terms of the Plan or other Company-sponsored plan
or agreement or as described in paragraph 8(E) below, in 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    which
case such accelerated vesting of the unvested RSUs will be in accordance with
the terms of the applicable plan, agreement or local
law.  Notwithstanding anything in the Plan or this Notice of Special
Award to the contrary, if the grantee is terminated for Cause from the Company
and its Subsidiaries prior to payment pursuant to paragraph 5, all of the RSUs
will immediately and automatically without any action on the part of the grantee
or the Company, be forfeited by the grantee.

    


    4.  PAYMENT OF
AWARD.  Unless deferred under Deferred Compensation Plan, an
RSU that has vested (“Vested Unit”) shall be paid in the form of a share of
Common Stock, unless prohibited by applicable local law, in which case the
Vested Unit will be paid in the cash equivalent, as soon as practicable
following each Vesting Date or, if earlier, any accelerated vesting event in
accordance with the terms of the Plan or other Company-sponsored plan or
agreement, but in no event later than March 15 following the calendar year in
which such RSUs vest.  In addition, the grantee shall be entitled to
receive a lump sum cash payment equal to the Dividend Equivalent Rights with
respect to any Vested Units at the same time as the payment for such underlying
Vested Units.

    


    5.  RESTRICTIONS AND
LIMITATIONS.

    


    (A) To
the extent that the grantee does not vest in any RSUs, all interest in such
units, the related shares of Common Stock, and any Dividend Equivalent Rights
shall be forfeited.  The grantee shall have no right or interest in
any RSU or related share of Common Stock that is forfeited.

    


    (B) Upon
each issuance or transfer of shares of Common Stock in accordance with this
Notice of Special Award, a number of RSUs equal to the number of shares of
Common Stock issued or transferred to the grantee shall be extinguished and such
number of RSUs will not be considered to be held by the grantee for any
purpose.

    


    6.  WITHHOLDING.

    


    (A) The
Company’s obligation to deliver shares of Common Stock or cash to settle the
Vested Units and Dividend Equivalent Rights shall be subject to the satisfaction
of applicable tax withholding requirements.  The grantee must pay to
the Company any withholding tax due as a result of such payment.

    


    (B) The
Company shall have the right to reduce the number of shares of Common Stock
issued to the grantee to satisfy the minimum applicable tax withholding
requirements.

    


    7.  OTHER
LAWS.  The Company shall have the right to refuse to issue or
transfer any shares under this Notice of Special Award if the Company acting in
its absolute discretion determines that the issuance or transfer of such Common
Stock might violate any applicable law or regulation.

    


    8.  MISCELLANEOUS.

    


    (A) This
Notice of Special Award shall be subject to all of the provisions, definitions,
terms and conditions set forth in the Plan and any interpretations, rules and
regulations promulgated by the Committee from time to time, all of which are
incorporated by reference in this Notice of Special Award.

    


    (B) If
one or more of the provisions of this Notice of Special Award shall be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the invalid, illegal or unenforceable provisions shall be
deemed null and void; however, to the extent permissible by law, any provisions
which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit this Notice of Special Award to be construed so
as to foster the intent of this award and the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (C) By
accepting the RSUs awarded herewith, the grantee acknowledges and agrees,
subject to paragraph (E) below, that the RSUs are awarded under and governed by
the terms and conditions set forth in this Notice of Special Award and in the
Plan, and the Executive Confidentiality and Restrictive Covenant Agreement (or
similar or successor agreement), if any, applicable to grantee, and that such
terms and conditions shall supersede all prior discussions, negotiations,
understandings, commitments and agreements with respect to such
matters.  Any dispute or disagreement which shall arise under, as a
result of, or in any way relate to the interpretation, construction or
administration of the Plan or the RSUs awarded thereunder shall be determined in
all cases and for all purposes by the Committee, or any successor committee, and
any such determination shall be final, binding and conclusive for all
purposes.

    


    (D) The
terms and conditions set forth in this document shall not, unless expressly
stated otherwise, modify or supersede the terms and conditions of any other plan
or agreement applicable to employee benefit plans of the Company.

    


    (E)
Notwithstanding anything herein to the contrary, in the event the grantee: (i)
is an employee of the Company in a country other than the United States (a
“Foreign National”), (ii) is not subject to the federal income tax laws of the
United States (“U.S. Tax Law”) for purposes of these RSUs, and (iii) has certain
rights in the vesting and payment of the RSUs upon termination of employment
under the laws of the country in which grantee is employed, the vesting and
payment of any unvested RSUs (and any related Dividend Equivalent Rights) will
be in accordance with the terms of a severance agreement entered into between
the Company and grantee that complies with the laws of the country in which
grantee is employed or in the absence of a severance agreement, as may be
required by the laws of such country; provided, however, if any RSUs, granted to
such Foreign National, are subject to U.S. Tax Law, the payment of such RSUs
shall be governed by the terms of this Notice of Special Award.

    


    9.  CONTACT
INFORMATION.  Copies of the Plan and the Information Statement
(Prospectus) for the EICP are available upon request from the WorkLife Center by
calling 1-800-878-0440 or by email to worklifecenter@hersheys.com.