Executive Benefits Protection Plan


    Exhibit
      10.1

    


    


    THE
      HERSHEY COMPANY

    EXECUTIVE
      BENEFITS PROTECTION PLAN

    (GROUP
      3A)

    Amended
      and Restated as of December 29, 2006 

    


    The
      Hershey Company Executive Benefits Protection Plan (Group 3A), as set forth
      herein, is intended to help attract and retain qualified management employees
      and maintain a stable work environment by making provision for the protection
      of
      covered employees in connection with a Change in Control or termination of
      employment under certain circumstances as set forth herein. The Plan is an
      amendment to and restatement (as amended) of the Hershey Foods Corporation
      Executive Benefits Protection Plan (Group 3A), which was last amended and
      restated effective June 4, 2003. 

    


    ARTICLE
      1

    DEFINITIONS

    


    As
      hereinafter used, the following words shall have the meanings set forth
      below.

    


    1.1 AIP
      means
      the Annual Incentive Program under the KEIP and annual incentives awarded under
      the Company’s Sales Incentive Plan and any successor or replacement plan
      thereof.

    


    1.2 Annual
      Base Salary
      means
      with respect to an Executive the higher of:

    


    1.2.1 his
      or
      her highest annual base salary in effect during the one (1) year period
      preceding a Change in Control; or

    


    1.2.2 his
      or
      her highest annual base salary in effect during the one (1) year period
      preceding his or her Date of Termination.

    


    For
      purposes of the foregoing, salary reduction elections pursuant to Sections
      125
      and 401(k) of the Code shall not be taken into account.

    


    1.3 Annual
      Bonus
      means
      with respect to an Executive the higher of:

    


    1.3.1 the
      highest bonus paid or payable, including any bonus or portion thereof which
      has
      been earned but deferred, to him or her by the Company with respect to any
      of
      the three fiscal years (or such shorter period during which he or she has been
      employed by the Company or eligible to receive any bonus payment) immediately
      preceding the fiscal year in which a Change in Control occurs (annualized for
      any fiscal year during such period consisting of less than twelve full months
      or
      with respect to which he or she has been employed by the Company or eligible
      to
      receive a bonus for less than twelve full months); or

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.3.2 his
      or
      her 100% target bonus award amount for the year including his or her Date of
      Termination.

    


    For
      purposes herein, only payments under the AIP, as well as payments under any
      successor or replacement substitute plan, shall be treated as bonus payments.
      

    


    1.4 Base
      Amount
      shall
      have the meaning ascribed to such term in Section 280G(b)(3) of the
      Code.

    


    1.5 Board
      means
      the Board of Directors of the Company.

    


    1.6 Cause
      means
      with respect to an Executive:

    


    1.6.1 his
      or
      her willful and continued failure to substantially perform his or her duties
      with the Company (other than any such failure resulting from incapacity due
      to
      physical or mental illness), after a written demand for substantial performance
      is delivered to him or her by the Board or the Chief Executive Officer of the
      Company which specifically identifies the manner in which the Board or Chief
      Executive Officer believes that the Executive has not substantially performed
      his or her duties; or

    


    1.6.2 his
      or
      her willfully engaging in illegal conduct or gross misconduct which is
      materially and demonstrably injurious to the Company.

    


    For
      purposes of this Section 1.6, no act or failure to act, on the part of an
      Executive, shall be considered willful unless it is done, or omitted to be
      done,
      by him or her in bad faith and without reasonable belief that his or her action
      or omission was in the best interests of the Company. Any act, or failure to
      act, based upon prior approval given by the Board or upon the instruction or
      with the approval of the Chief Executive Officer or an Executive’s superior or
      based upon the advice of counsel for the Company shall be conclusively presumed
      to be done, or omitted to be done, by the Executive in good faith and in the
      best interests of the Company. The cessation of employment of an Executive
      shall
      not be deemed to be for Cause unless and until there shall have been delivered
      to him or her a copy of a resolution duly adopted by the affirmative vote of
      not
      less than three-quarters of the entire membership of the Board at a meeting
      of
      the Board called and held for such purpose (after reasonable notice is provided
      to him or her and he or she is given an opportunity, together with counsel,
      to
      be heard before the Board), finding that, in the good faith opinion of the
      Board, he or she is guilty of the conduct described in Subsection 1.6.1 or
      1.6.2
      above, and specifying the particulars thereof in detail.

    


    1.7 CLRP
      means
      The Hershey Company Compensation Limit Replacement Plan and any successor or
      replacement plan thereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    1.8 Change
      in Control
      means:

    


    1.8.1 individuals
      who, on April 18, 2006, constitute the Board (the “Incumbent Directors”) cease
      for any reason to constitute at least a majority of the Board, provided that
      any
      person becoming a director subsequent to April 18, 2006, whose election or
      nomination for election was approved by a vote of at least two-thirds of the
      Incumbent Directors then on the Board (either by specific vote or by approval
      of
      the proxy statement of the Company in which such person is named as nominee
      for
      director, without written objection to such nomination) shall be an Incumbent
      Director; provided,
      however,
      that no
      individual initially elected or nominated as a director of the Company as a
      result of an actual or threatened election contest (as described in Rule
      14a-12(c) under the Securities Exchange Act of 1934 (the “Exchange Act”))
      (“Election Contest”) or other actual or threatened solicitation of proxies or
      consents by or on behalf of any person (as such term is defined in Section
      3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and 14(d)(2) of
      the
      Exchange Act) (“Person”) other than the Board (“Proxy Contest”), including by
      reason of any agreement intended to avoid or settle any Election Contest or
      Proxy Contest, shall be deemed an Incumbent Director; and provided further,
      however,
      that a
      director who has been approved by the Hershey Trust while it beneficially owns
      more than 50% of the combined voting power of the then outstanding voting
      securities of the Company entitled to vote generally in the election of
      directors (the “Outstanding Company Voting Power”) shall be deemed to be an
      Incumbent Director;

    


    1.8.2 the
      acquisition or holding by any Person of beneficial ownership (within the meaning
      of Section 13(d) under the Exchange Act and the rules and regulations
      promulgated thereunder) of shares of the Common Stock and/or the Class B Common
      Stock of the Company representing 25% or more of either (i) the total
      number of then outstanding shares of both Common Stock and Class B Common Stock
      of the Company (the “Outstanding Company Stock”) or (ii) the Outstanding
      Company Voting Power; provided that, at the time of such acquisition or holding
      of beneficial ownership of any such shares, the Hershey Trust does not
      beneficially own more than 50% of the Outstanding Company Voting Power; and
      provided, further, that any such acquisition or holding of beneficial ownership
      of shares of either Common Stock or Class B Common Stock of the Company by
      any
      of the following entities shall not by itself constitute such a Change in
      Control hereunder: (i) the Hershey Trust; (ii) any trust established
      by the Company or by any Subsidiary for the benefit of the Company and/or its
      employees or those of a Subsidiary; (iii) any employee benefit plan (or
      related trust) sponsored or maintained by the Company or any Subsidiary; (iv)
      the Company or any Subsidiary or (v) any underwriter temporarily holding
      securities pursuant to an offering of such securities; 

    


    1.8.3 the
      approval by the stockholders of the Company of any merger, reorganization,
      recapitalization, consolidation or other form of business combination (a
“Business Combination”) if, following consummation of such Business Combination,
      the Hershey Trust does not beneficially own more than 50% of the total voting
      power of all outstanding voting securities eligible to elect directors of (x)
      the surviving entity or entities (the “Surviving Corporation”) or (y) if
      applicable, the ultimate parent corporation that directly or indirectly has
      beneficial ownership of more than 50% of the combined voting power of the then
      outstanding voting securities eligible to elect directors of the Surviving
      Corporation; or

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    1.8.4 the
      approval by the stockholders of the Company of (i) any sale or other
      disposition of all or substantially all of the assets of the Company, other
      than
      to a corporation (the “Acquiring Corporation”) if, following consummation of
      such sale or other disposition, the Hershey Trust beneficially owns more than
      50% of the total voting power of all outstanding voting securities eligible
      to
      elect directors (x) of the Acquiring Corporation or (y) if applicable, the
      ultimate parent corporation that directly or indirectly has beneficial ownership
      of more than 50% of the combined voting power of the then outstanding voting
      securities eligible to elect directors of the Acquiring Corporation, or
      (ii) a liquidation or dissolution of the Company.

    


    1.09 Code
      means
      the Internal Revenue Code of 1986, as amended from time to time.

    


    1.10 Committee
      means
      the Compensation and Executive Organization Committee of the Board or any
      successor committee having similar authority.

    


    1.11 Company
      means
      The Hershey Company, a Delaware corporation.

    


    1.12 Coverage
      Period
      means
      the period commencing on the date on which a Change in Control occurs and ending
      on the date which is the second anniversary thereof.

    


    1.13 Date
      of Termination
      has the
      meaning assigned to such term in Section 4.2 hereof.

    


    1.14 Deferred
      Compensation Plan
      means
      The Hershey Company Deferred Compensation Plan and any successor or replacement
      plan thereof.

    


    1.15 DC
      SERP
      means
      the Defined
      Contribution Supplemental Executive Retirement Plan benefit of The Hershey
      Company Deferred Compensation Plan.

    


    1.16 Disability
      means
      the long-term disability of the Executive determined in accordance with the
      terms of the Company's long-term disability plan (regardless of whether the
      Executive is covered by such long-term disability plan). 

    


    1.17 Effective
      Date
      means
      December 29, 2006.

    


    1.18 Executive
      means an
      individual designated by the Committee, in its sole discretion, as eligible
      for
      coverage under the Plan.

    


    1.19 Excise
      Tax
      means
      any excise tax imposed under Section 4999 of the Code.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    1.20 Good
      Reason
      means
      with respect to an Executive:

    


    1.20.1 the
      assignment to him or her of any duties inconsistent in any respect with his
      or
      her position (including status, offices, titles and reporting relationships),
      authority, duties or responsibilities immediately prior to either the Potential
      Change in Control which precedes the Change in Control or the Change in Control
      or any other action by the Company which results in a diminution in any respect
      in such position, authority, duties or responsibilities, excluding for this
      purpose an isolated, insubstantial and inadvertent action not taken in bad
      faith
      and which is remedied by the Company promptly after receipt of notice thereof
      given by the Executive;

    


    1.20.2 a
      reduction by the Company in his or her annual base salary as in effect, as
      applicable, on the Effective Date or as the same may be increased from time
      to
      time, or on the date he or she first becomes an Executive if he or she was
      not
      an Executive on the Effective Date or as the same may be increased from time
      to
      time;

    


    1.20.3 the
      Company’s requiring him or her to travel on Company business to a substantially
      greater extent than required immediately prior to either the Potential Change
      in
      Control which precedes the Change in Control or the Change in
      Control;

    


    1.20.4 the
      failure by the Company, without his or her consent, to pay to him or her any
      portion of his or her current compensation (including, but not limited to,
      any
      amounts the Executive is entitled to receive under Section 2.6 hereof), or
      to
      pay to him or her any portion of an installment of deferred compensation under
      any deferred compensation program of the Company within thirty (30) business
      days of the date such compensation is due;

    


    1.20.5 the
      failure by the Company to continue in effect any compensation plan in which
      he
      or she participates immediately prior to either the Potential Change in Control
      preceding the Change in Control or the Change in Control which is material
      to
      his or her total compensation, including but not limited to the KEIP (other
      than
      with respect to any contingent PSU grant that is outstanding as of the date
      of
      the Change in Control), the CLRP, and the SERP, as applicable, or any substitute
      or alternative plans adopted prior to either such Potential Change in Control
      or
      Change in Control, unless an equitable arrangement (embodied in an ongoing
      substitute or alternative plan) has been made with respect to such plan, or
      the
      failure by the Company to continue the Executive’s participation therein (or in
      such substitute or alternative plan) on a basis not materially less favorable,
      both in terms of the amount of benefits provided and the level of his or her
      participation relative to other participants, as existed at the time of such
      Potential Change in Control or Change in Control;

    


    1.20.6 the
      failure by the Company to continue to provide him or her with benefits
      substantially similar to those enjoyed by him or her under any of the Company’s
      pension, life insurance, medical, health and accident, disability or other
      welfare plans in which he or she was participating at the time of either the
      Potential Change in Control preceding the Change in Control or the Change in
      Control, the taking of any action by the Company which would directly or
      indirectly materially reduce any of such benefits or deprive him or her of
      any
      material fringe 


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    benefit
      enjoyed by him or her at the time of such Potential Change in Control or Change
      in Control, or the failure by the Company to provide him or her with the number
      of paid vacation days to which he or she is entitled on the basis of years
      of
      service with the Company in accordance with the Company’s normal vacation policy
      in effect at the time of such Potential Change in Control or Change in
      Control;

    


    1.20.7 any
      purported termination by the Company of his or her employment after a Change
      in
      Control otherwise than in accordance with the termination procedures of Article
      4 hereof;

    


    1.20.8 any
      material failure by the Company to comply with and satisfy any of its
      obligations under this Plan after a Potential Change in Control that is followed
      within one (1) year by a Change in Control; or

    


    1.20.9 any
      material failure by the Company to comply with and satisfy any of its
      obligations under any grantor trust established by the Company to provide itself
      with a source of funds to assist itself in satisfying its liabilities under
      this
      Plan after (i) a Change in Control described in Subsection 1.8.1, clause (ii)
      of
      Subsection 1.8.4, or clause (i) of Subsection 1.8.4 other than a sale or other
      disposition to a corporation; (ii) a Change in Control described in Subsection
      1.8.2 if during the Coverage Period, Incumbent Directors, as described in
      Subsection 1.8.1, cease for any reason to constitute at least a majority of
      the
      Board; (iii) a Change in Control described in Subsection 1.8.3 if, at any time
      during the Coverage Period, Incumbent Directors, as described in Subsection
      1.8.1, do not constitute at least a majority of the board of directors of the
      Surviving Corporation; or (iv) a Change in Control described in clause (i)
      of
      Subsection 1.8.4 involving a sale or other disposition to a corporation if,
      at
      any time during the Coverage Period, Incumbent Directors, as described in
      Subsection 1.8.1, do not constitute at least a majority of the board of
      directors of such corporation.

    


    For
      purposes of this Plan, any good faith determination of Good Reason made by
      the
      Executive shall be conclusive.

    


    1.21 Hershey
      Pension Plan
      means
      The Hershey Company Retirement Plan and any successor or replacement plan
      thereof.

    


    1.22 Hershey
      Trust
      means
      either or both of (a) the Hershey Trust Company, a Pennsylvania corporation,
      as
      Trustee for the Milton Hershey School, or any successor to the Hershey Trust
      Company as such trustee, and (b) the Milton Hershey School, a Pennsylvania
      not-for-profit corporation.

    


    1.23 KEIP
      means
      the Hershey Foods Corporation Key Employee Incentive Plan and any successor
      or
      replacement plan thereof.

    


    1.24 Mandatory
      Retirement Age
      means
      age sixty-five (65) in the case of an Executive who has served for a minimum
      of
      two (2) years at a high level executive or high policy-making position and
      who
      is entitled to a nonforfeitable, immediate, annual employer-provided retirement
      

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    benefit
      from any source, which is at least equal to a benefit, computed as a life
      annuity, of at least $44,000 per year (or such other amount as may be provided
      by future legislation). In the case of all other Executives, there shall be
      no
      Mandatory Retirement Age.

    


    1.25 Notice
      of Intent to Terminate
      shall
      have the meaning assigned to such term in Section 4.1 hereof.

    


    1.26 Plan
      means
      The Hershey Company Executive Benefits Protection Plan (Group 3A), as set forth
      herein, as amended from time to time.

    


    1.27 Plan
      Administrator
      means
      The Company's Senior Vice President, Chief People Officer (or other officer
      of
      the Company holding a successor position in the Company having the same or
      substantially similar organizational responsibilities).

    


    1.28 Potential
      Change in Control
      means
      the occurrence of any of the following:

    


    1.28.1 the
      Hershey Trust by action of any of the Board of Directors of Hershey Trust
      Company; the Board of Managers of Milton Hershey School; the Investment
      Committee of the Hershey Trust; and/or any of the officers of Hershey Trust
      Company or Milton Hershey School (acting with authority) undertakes
      consideration of any action the taking of which would lead to a Change in
      Control as defined herein, including, but not limited to consideration of (1)
      an
      offer made to the Hershey Trust to purchase any number of its shares in the
      Company such that if the Hershey Trust accepted such offer and sold such number
      of shares in the Company the Hershey Trust might no longer have more than 50%
      of
      the Outstanding Company Voting Power, (2) an offering by the Hershey Trust
      of
      any number of its shares in the Company for sale such that if such sale were
      consummated the Hershey Trust might no longer have more than 50% of the
      Outstanding Company Voting Power or (3) entering into any agreement or
      understanding with a person or entity that would lead to a Change in Control;
      or

    


    1.28.2 the
      Board
      approves a transaction described in Subsection 1.8.2, 1.8.3 or 1.8.4 of the
      definition of a Change in Control contained herein.

    


    1.29 SERP
      means
      The Hershey Company Amended and Restated (2007) Supplemental Executive
      Retirement Plan and any successor or replacement plan thereof.

    


    1.30 Severance
      Benefits
      has the
      meaning assigned to such term in Section 3.2 hereof.

    


    1.31 Subsidiary
      means
      any corporation controlled by the Company, directly or indirectly.

    


    1.32 The
      401(k) Plan
      means
      The Hershey Company 401(k) Plan.

    


    1.33 Vested
      Current Bonus Amount
      shall
      have the meaning assigned to such term in Section 2.1 hereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    1.34 Vested
      Current PSU Amount
      shall
      have the meaning assigned to such term in Section 2.2 hereof.

    


    1.35 Vested
      SERP Benefit
      shall
      have the meaning assigned to such term in Section 2.3 hereof.

    


    ARTICLE
      2

    VESTING
      OR PAYMENT OF CERTAIN BENEFITS

    IN
      THE
      EVENT OF A CHANGE IN CONTROL

    


    2.1 Vesting
      of AIP Benefits; Payment of Benefits.
      Upon
      the occurrence of a Change in Control:

    


    2.1.1 each
      Executive shall have a vested and nonforfeitable right hereunder to receive
      in
      cash an amount equal to the greater of (x) the 100% target award amount of
      all
      then outstanding contingent target AIP grants made to him or her under the
      KEIP,
      and (y) the amount that would have been payable to him or her under such
      contingent target AIP grants as of the end of the applicable award period
      calculated using as the applicable performance factors, his or her and the
      Company’s actual performance on an annualized basis as of the date of the Change
      in Control (the greater of (x) and (y) is herein referred to as the “Vested
      Current Bonus Amount”); and

    


    2.1.2 the
      Company shall, within thirty (30) business days following the Change in Control,
      pay to each Executive a lump sum cash payment equal to his or her Vested Current
      Bonus Amount.

    


    2.2 Vesting
      of PSU Benefits; Payment of Benefits.
      Upon
      the occurrence of a Change in Control:

    


    2.2.1 each
      Executive shall have a vested and nonforfeitable right hereunder to receive
      in
      cash (as specified in Subsection 2.2.2) an amount equal to the contingent target
      Performance Stock Unit (“PSU”) grant, if any, made to him or her under the KEIP
      for the cycle ending in the year of the Change in Control, determined as the
      greater of (x) the 100% target award amount and (y) the amount that would have
      been payable to him or her at the end of such award cycle based on the Company’s
      actual performance through the date of the Change in Control and annualized,
      plus, if applicable, PSUs from any other completed cycle for which (i) payment
      has not been made or (ii) an election to defer such PSUs has been made, but
      such
      amounts have not been credited to the Executive's PSU Award Sub-Account under
      the Deferred Compensation Plan, in each case valued at the higher of
      (i) the highest closing price of the Company’s Common Stock on the New York
      Stock Exchange during the sixty (60) day period preceding and including the
      date
      of the Change in Control, and (ii) if the Change in Control involves a
      transaction in which an offer is made to purchase shares of Common Stock from
      the Company’s stockholders, the price at which such offer is made (the higher of
      (i) and (ii) is herein 


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    referred
      to as the “Transaction Value”) (the greater of (x) and (y) is herein referred to
      as the “Vested Current PSU Amount”); and

    


    2.2.2 the
      Company shall, within thirty (30) business days following the Change in Control,
      pay to each Executive a lump sum cash payment equal to his or her Vested Current
      PSU Amount, increased for any dividends that would be otherwise payable on
      the
      PSUs following the Change in Control but prior to the distribution date under
      this Subsection 2.2.2.  

    


    2.3 Vested
      SERP Benefit.
      Upon
      the occurrence of a Change in Control each Executive who either is a participant
      in the SERP on the date of the Change in Control or was a participant in the
      SERP on the date of the Potential Change in Control preceding the Change in
      Control shall be fully vested under the SERP (such vested benefit is hereinafter
      referred to as "Vested SERP Benefit"). If an Executive continues to be a
      participant in the SERP as of his or her Date of Termination and he or she
      has
      not attained age fifty-five (55), the Executive shall be treated as being
      eligible for the Early Retirement Benefit under Section 4.b. of the SERP;
      provided, however, the reduction factor prescribed in Section 4.b(4) of the
      SERP
      shall still be given effect in calculating his or her Vested SERP Benefit,
      provided that (i) for an Executive (other than the Chief Executive Officer
      of
      the Company) who has not yet attained age fifty (50) as of the Executive's
      Date
      of Termination, the reduction factor in Section 4.b(4) of the SERP shall be
      based on the number of complete calendar months by which the Date of Termination
      precedes his or her fifty-second (52nd)
      birthday, and (ii) for an Executive (other than the Chief Executive Officer
      of
      the Company) who has attained age fifty (50) as of the Executive's Date of
      Termination, the reduction factor in Section 4.b(4) of the SERP shall be zero
      percent (0%). 

    


    An
      Executive's Vested SERP Benefit shall be payable in accordance with Section
      6.a.
      of the SERP, but the actuarial present value of such Executive's Vested SERP
      Benefit, taking into account the foregoing provisions, shall be determined
      using: (i) the mortality table described in Section 6.a. of the SERP; (ii)
      an
      interest rate equal to the "Lump Sum Interest Rate," as defined in Section
      2(h)
      of the SERP, as of the Executive's Date of Termination; (iii) the Executive's
      Date of Termination as the date on which payment of the Executive’s Vested SERP
      Benefit is to commence and as the date as of which the actuarial present value
      of such Vested SERP Benefit is calculated; and (iv) the actual age of the
      Executive and his or her spouse as of the Executive's Date of Termination.
      

    


    2.4 Vested
      Deferred Compensation Plan Benefit.
      Upon
      the occurrence of a Change in Control, each Executive who either is a
      participant in the Deferred Compensation Plan on the date of the Change in
      Control or was a participant in the Deferred Compensation Plan on the date
      of
      the Potential Change in Control preceding the Change in Control shall be fully
      vested in all benefits payable under the Deferred Compensation
      Plan.

    


    2.5 Vested
      Hershey Pension Plan Benefit.
      Upon
      the occurrence of a Change in Control, each Executive who either is a
      participant in the Hershey Pension Plan on the date of the Change in Control
      or
      was a participant in the Hershey Pension Plan on the date of the Potential
      Change in Control preceding the Change in Control shall be fully vested under
      the Hershey Pension Plan.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    2.6 Vested
      Core Retirement and Matching Contributions.
      Upon
      the occurrence of a Change in Control, each Executive who either is a
      participant in The 401(k) Plan on the date of the Change in Control or was
      a
      participant in The 401(k) Plan on the date of the Potential Change in Control
      preceding the Change in Control shall have a vested nonforfeitable right to
      receive Core Retirement Contributions and Matching Contributions payable under
      The 401(k) Plan.

    


    2.7 SERP,
      CLRP, or Deferred Compensation Plan Amendments.
      Notwithstanding any provision of the SERP, CLRP, or Deferred Compensation Plan,
      none of the SERP, CLRP, or Deferred Compensation Plan may be terminated or
      amended in any manner that is adverse to the interests of any Executive without
      his or her consent either: (i) after a Potential Change in Control occurs and
      for one (1) year following the cessation of the Potential Change in Control,
      or
      (ii) after a Change in Control. Any termination or amendment of the SERP, CLRP,
      or Deferred Compensation Plan in a manner adverse to the interests of an
      Executive within one (1) year prior to a Potential Change in Control shall
      not
      be given effect for purposes of determining benefits under this
      Plan.

    


    2.8 Other
      PSU Grants Outstanding as of the Date of a Change in Control.
      An
      Executive shall have
      a
      vested and non-forfeitable right hereunder to receive a lump sum cash payment
      with respect to each contingent target PSU grant that is outstanding
as
      of the
      date of a Change in Control (and that is not otherwise paid out in whole or
      in
      part in accordance with the terms of Section 2.2) in an amount equal to the
      product of (x) and (y), where (x) is an amount equal to the 100% target award
      amount of each such contingent target PSU grant valued at the higher of (i)
      the
      Transaction Value and (ii) the highest closing price of the Company’s Common
      Stock on the New York Stock Exchange from the date of the Change in Control
      until the end of the cycle, and (y) is 100%, unless the Change in Control occurs
      within the first year of the award period, in which case, (y) is a fraction
      the
      numerator of which is the number of days from and including the first day of
      the
      award period applicable to such outstanding contingent target PSU grant until
      (and including) the date of the Change in Control and the denominator of which
      is the number of days in the award period applicable to such outstanding
      contingent target PSU grant, increased for any dividends that would be otherwise
      payable on the PSUs following the Change in Control but prior to the
      distribution date under this Section 2.8. The payment provided for in this
      Section 2.8 with respect to each such contingent target PSU grant shall be
      made
      to an Executive by the thirtieth (30th)
      business day following the first to occur of (a) the end of the cycle of such
      grant and (b) the Executive’s Date of Termination. 

    


    


    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    ARTICLE
      3

    EXECUTIVE
      BENEFITS AND RIGHTS

    UPON
      TERMINATION OF EMPLOYMENT

    


    3.1 General
      Termination Rights and Benefits.
      If an
      Executive’s employment by the Company is terminated at any time after a Change
      in Control for any reason (whether by him or her or the Company), the Company
      shall pay to him or her the payments described in Subsections 3.1.1 through
      3.1.5 below.

    


    3.1.1 Previously
      Earned Salary.
      The
      Company shall pay his or her full salary to him or her through his or her Date
      of Termination at the highest rate in effect during the period between the
      Potential Change in Control preceding the Change in Control and the date the
      Notice of Intent to Terminate is given, together with all compensation and
      benefits payable to him or her through the Date of Termination under the terms
      of any compensation or benefit plan, program or arrangement maintained by the
      Company during such period.

    


    3.1.2 Previously
      Earned Benefits.
      The
      Company shall pay his or her normal post-termination compensation and benefits
      to him or her as such payments become due. Such post-termination compensation
      and benefits shall be determined under, and paid in accordance with, the
      Company’s retirement, insurance, pension, welfare and other compensation or
      benefit plans, programs and arrangements.

    


    3.1.3 Payment
      of Vested Current Bonus Amount.
      Except
      to the extent that the Company has previously paid or concurrently pays to
      him
      or her all or a portion of his or her Vested Current Bonus Amount pursuant
      to
      Section 2.1, Subsection 3.1.1 or Subsection 3.1.2 hereof, the Company shall
      pay
      to him or her a lump sum cash payment equal to his or her Vested Current Bonus
      Amount.

    


    3.1.4 Payment
      of Vested Current PSU Amount.
      Except
      to the extent that the Company has previously paid or concurrently pays to
      him
      or her all or a portion of his or her Vested Current PSU Amount pursuant to
      Section 2.2, Subsection 3.1.1 or Subsection 3.1.2 hereof, the Company shall
      pay
      to him or her a lump sum cash payment equal to his or her Vested Current PSU
      Amount.

    


    3.1.5 Hershey
      Pension Plan and 401(k) Plan.
      In
      the
      event that any amount under the Hershey Pension Plan and The 401(k) Plan that
      vests pursuant to Sections 2.5 and 2.6 cannot be paid to the Executive under
      the
      terms of the applicable plan, the Company shall pay such amount to the Executive
      under the terms of this Plan.

    


    3.2 Severance
      Benefits.
      In
      addition to the payments provided for by Section 3.1 hereof, the Company shall
      pay or provide to an Executive the payments, benefits, and services described
      in
      Subsections 3.2.1 through 3.2.5 below (the “Severance Benefits”) in accordance
      with such Subsections upon termination of his or her employment with the Company
      during the 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Coverage
      Period, unless such termination is (a) by the Company for Cause, (b)  by
      reason of his or her death or Disability or after his or her Mandatory
      Retirement Age, if applicable, or (c) by him or her without Good
      Reason.

    


    3.2.1 Lump-Sum
      Severance Payment.
      In lieu
      of any further salary payments to him or her for periods subsequent to the
      Date
      of Termination, the Company shall pay to him or her a lump-sum severance
      payment, in cash, equal to three (3) (or, if less, the number of years,
      including fractions, from the Date of Termination until he or she would have
      reached Mandatory Retirement Age, if applicable, but not less than one (1)
      year)
      times the sum of (a) and (b), where (a) equals his or her Annual Base
      Salary, and (b) equals his or her Annual Bonus.

    


    3.2.2 Continued
      Welfare Benefits.
      For a
      thirty-six (36) month period (or, if less, the number of months from the Date
      of
      Termination until he or she would have reached Mandatory Retirement Age, if
      applicable, but not less than 12 months) after the Date of Termination, the
      Company shall provide him or her with life insurance (subject to Section
      10.1.4), health and other welfare benefits, excluding long-term and short-term
      disability benefits (“Welfare Benefits”) substantially similar in all respects
      to those which he or she was receiving immediately prior to the Notice of
      Termination on substantially the same terms and conditions, including
      contributions required from him or her for such benefits (without giving effect
      to any reduction in such benefits subsequent to the Potential Change in Control
      preceding the Change in Control or the Change in Control, which reduction
      constitutes or may constitute Good Reason); provided that if he or she cannot
      continue to participate in the Company plans providing Welfare Benefits, the
      Company shall otherwise provide such benefits on the same after-tax basis as
      if
      continued participation had been permitted. The Executive shall be entitled
      to
      elect to change his or her level of coverage and/or his or her choice of
      coverage options (such as Executive only or family medical coverage) with
      respect to the Welfare Benefits to be provided by the Company to him or her
      to
      the same extent that actively employed executives of the Company are permitted
      to make such changes; provided, however, that in the event of any such changes
      he or she shall pay the amount of any cost increase that would actually be
      paid
      by an actively employed executive of the Company by reason of such actively
      employed executive making the same change in level of coverage or coverage
      options. Notwithstanding the foregoing, in the event that the Executive
      becomes reemployed with another employer and becomes eligible to receive welfare
      benefits from such employer, the Welfare Benefits described herein shall be
      secondary to such benefits, but only to the extent that the Company reimburses
      him or her for any increased cost and provides any additional benefits necessary
      to give him or her the Welfare Benefits provided hereunder. 

    


    3.2.3 Outstanding
      Awards.
      Except
      to the extent the Company has previously paid or concurrently pays to him or
      her
      all or a portion of his or her Vested Current Bonus Amount as provided for
      herein, if an Executive’s Date of Termination occurs within the Coverage Period,
      he or she shall be entitled to a lump sum cash payment with respect to each
      outstanding contingent target AIP grant under the KEIP or any similar types
      of
      grants under any replacement plans or programs equal to the product of
      (x) and (y) for each then outstanding contingent target AIP grant made to
      him or her under the KEIP (or similar types of grants under any replacement
      plans or programs) for the applicable award period that includes his or her
      Date


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    of
      Termination, where (x) is an amount equal to the greater of (A) the 100%
      target award amount of such outstanding contingent target AIP grant, and
      (B) the amount that would have been payable to him or her under such
      contingent target AIP grant as of the end of the applicable award period,
      calculated utilizing as the applicable performance factors his or her and the
      Company’s actual performance on an annualized basis as of his or her Date of
      Termination, and (y) is a fraction the numerator of which is the number of
      days from and including the first day of the award period applicable to such
      outstanding contingent AIP grant that includes his or her Date of Termination
      until (and including) his or her Date of Termination and the denominator of
      which is the number of days in such applicable award period.

    


    3.2.4 Outplacement
      Services.
      If an
      Executive becomes eligible to receive Severance Benefits, such Executive shall
      be entitled to receive outplacement services in accordance with the Company’s
      outplacement services policy (as in effect immediately prior to the Change
      in
      Control) for up to one (1)
      year
      following the Date of Termination and in an amount not to exceed
      $35,000. 

    


    3.2.5 Financial
      Counseling and Tax Preparation. If
      an
      Executive becomes eligible to receive Severance Benefits, such Executive shall
      be entitled to receive reimbursements for expenses incurred for financial
      counseling and tax preparation services under The Hershey Company Financial
      Counseling and Tax Preparation Services Program (hereinafter referred to as
      "Qualifying Expenses") for twenty-four (24) months following the Date of
      Termination (hereinafter referred to as "Severance Period"). The Company shall
      reimburse the Executive directly or indirectly on a date that is six months
      following the Executive's Separation from Service and on the first day of each
      subsequent calendar quarter until the end of the Severance Period. Such
      reimbursements shall be in an amount equal to the Qualifying Expenses that
      are
      submitted to the Company during each such period. For the purposes of this
      Section 3.2.5, the Committee in its sole discretion shall determine whether
      the
      expenses incurred by the Executive for financial counseling and tax preparation
      services constitute Qualifying Expenses.

    


    3.3 Enhanced
      Pension Benefits.
      In
      addition to payments provided for by Sections 3.1 and 3.2 hereof, the Company
      shall pay or provide to an Executive the benefits described in Subsections
      3.3.1
      through 3.3.4 below in accordance with such Subsections upon termination of
      his
      or her employment with the Company during the Coverage Period, unless such
      termination is (a) by the Company for Cause, (b) by reason of his or her death
      or Disability or after his or her Mandatory Retirement Age, if applicable,
      or
      (c) by him or her without Good Reason.

    


    3.3.1 Enhanced
      SERP Benefit.
      For an
      Executive who continues to be a participant in the SERP as of his or her Date
      of
      Termination, such Executive shall receive in cash an amount equal to his or
      her
      Vested SERP Benefit increased in the following manner (the amount an Executive
      is entitled to receive under this Subsection 3.3.1 is hereinafter referred
      to as
      "Enhanced SERP Benefit"):

    


    for
      purposes of determining such Executive's Enhanced SERP Benefit as of the date
      of
      his or her Date of Termination: (i) he or she shall be credited for all purposes
      under the SERP with additional Years of Service (as defined in the SERP) equal
      to three (3) or, if less, 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    the
      number of years (including fractions thereof) from his or her Date of
      Termination until he or she would attain Mandatory Retirement Age, if
      applicable, but not less than one (1) year; (ii) the provisions of Section
      2.3
      regarding vesting and early retirement eligibility and reduction factors shall
      apply (iii) he or she shall be deemed to have been paid his or her Annual Base
      Salary for three (3) additional years (or, if less, the number of years
      (including fractions thereof) from his or her Date of Termination until he
      or
      she would attain Mandatory Retirement Age, if applicable, but not less than
      one
      (1) year) which shall be considered to have been earned over such period of
      time
      during his or her last five (5) years of employment with the Company for
      purposes of calculating "Final Average Compensation" in Section 2.f of the
      SERP;
      (iv) he or she shall be deemed to have been paid his or her Annual Bonus for
      three (3) additional years (or, if less, the number of years (including
      fractions thereof) from his or her Date of Termination until he or she would
      attain Mandatory Retirement Age, if applicable, but not less than one (1) year)
      which, together with his or her Vested Current Bonus Amount as determined
      pursuant to Section 2.1.1 shall be considered his or her AIP awards paid or
      accrued with respect to the last three (3) consecutive calendar years (or such
      lesser number of calendar years (including fractions) as appropriate if limited
      by his or her Mandatory Retirement Age) during his or her last five (5) years
      of
      employment with the Company for purposes of calculating “Final Average
      Compensation” in Section 2.f of the SERP; and (v) for the purposes of Section
      2.f of the SERP (and not for the purposes of any other provision of the SERP),
      in the event he or she has not participated in the AIP portion of the KEIP
      (after taking into account the year during which the Change in Control occurs
      as
      to which he or she is entitled to his or her Vested Current Bonus Amount plus
      the number of years with respect to which he or she is deemed to have been
      paid
      his or her Annual Bonus as provided in Subsection 3.3.1(v)) for three (3)
      consecutive years in his or her last five (5) years of employment with the
      Company, he or she shall have his or her highest annual average AIP award be
      based on the average of his or her AIP awards paid or accrued over the sum
      of
      the number of years preceding the year during which the Date of Termination
      occurs during which he or she has participated in the AIP portion of the KEIP
      plus the number of years with respect to which he or she is deemed to have
      been
      paid his or her Annual Bonus as provided in Subsection 3.3.1(v) plus the year
      during which the Change in Control occurs with respect to which he or she is
      entitled to his or her Vested Current Bonus Amount regardless of his or her
      actual years of participation in the AIP portion of the KEIP at the time of
      his
      or her Date of Termination and regardless of the number of years such Executive
      has been employed by the Company as of the Date of Termination.

    


    3.3.2 Enhanced
      DC SERP Benefit.
      Each
      Executive who is a participant in the DC SERP as of his or her Date of
      Termination shall receive in cash an amount equal to the applicable percentage
      rate under Section 6.2 of the Deferred Compensation Plan multiplied by his
      or
      her Annual Base Salary and Annual Bonus determined as if such amounts were
      paid
      to the Executive for three (3) additional years (or, if less, the number of
      years (including fractions thereof) from his or her Date of Termination until
      he
      or she would attain Mandatory Retirement Age, if applicable, but not less than
      one (1) year). 


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    3.3.3 Additional
      Enhanced Benefits.
      Each
      Executive who is not a participant in the SERP as of his or her Date of
      Termination shall have a vested and nonforfeitable right hereunder to receive
      in
      cash an amount equal to the amount determined under either Subsections 3.3.3.1
      or 3.3.3.2, as applicable. 

    


    3.3.3.1 for
      an
      Executive who is a participant in the Hershey Pension Plan, a lump sum cash
      amount equal to the Basic Credit rate applicable to the Executive under the
      Hershey Pension Plan multiplied by his or her Annual Base Salary and Annual
      Bonus determined as if such amounts were paid to the Executive for three (3)
      additional years (or, if less, the number of years (including fractions thereof)
      from his or her Date of Termination until he or she would attain Mandatory
      Retirement Age, if applicable, but not less than one (1) year). For this
      purpose, the IRS limitations imposed under the Hershey Pension Plan shall not
      apply. Notwithstanding the foregoing, for purposes of determining the lump
      sum
      cash amount payable under this Subsection 3.3.3.1 to an Executive who is a
      participant under the DC SERP, the Basic Credit rate applicable to amounts
      paid
      to the Executive in excess of the limitation under Code section 401(a)(17)
      shall
      equal three (3) percent; and

    


    3.3.3.2 for
      an
      Executive who is not a participant in the Hershey Pension Plan, a lump sum
      cash
      amount equal to the Core Retirement Contribution rate in effect under The 401(k)
      Plan multiplied by his or her Annual Base Salary and Annual Bonus determined
      as
      if such amounts were paid to the Executive for three (3) additional years (or,
      if less, the number of years (including fractions thereof) from his or her
      Date
      of Termination until he or she would attain Mandatory Retirement Age, if
      applicable, but not less than one (1) year). For this purpose, the IRS
      limitations imposed under The 401(k) Plan shall not apply. 

    


    3.3.4 Enhanced
      Matching Contributions.
      Each
      Executive who is eligible to receive amounts under Subsections 3.3.1, 3.3.2,
      or
      3.3.3 shall also receive in cash an amount equal to the Matching Contribution
      rate in effect under The 401(k) Plan multiplied by his or her Annual Base Salary
      and Annual Bonus determined as if such amounts were paid to the Executive for
      three (3) additional years (or, if less, the number of years (including
      fractions thereof) from his or her Date of Termination until he or she would
      attain Mandatory Retirement Age, if applicable, but not less than one (1) year).
      For this purpose, the IRS limitations imposed under The 401(k) Plan shall not
      apply.

    


    3.4 Gross-Up
      Payment.
      In the
      event that an Executive becomes entitled to the Severance Benefits or any other
      benefits or payments under this Plan (other than pursuant to this Section 3.4),
      or the KEIP by reason of the accelerated vesting of stock options thereunder
      (together, the “Total Benefits”), and in the event that any of the Total
      Benefits will be subject to the Excise Tax, the Company shall pay to him or
      her
      an additional amount (the “Gross-Up Payment”) such that the net amount retained
      by him or her, after deduction of any Excise Tax on the Total Benefits and
      any
      federal, state and local income tax, Excise Tax and FICA and Medicare
      withholding taxes upon the payment provided for by this Section 3.4, shall
      be
      equal to the Total Benefits.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    For
      purposes of determining whether any of the Total Benefits will be subject to
      the
      Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits
      received or to be received by an Executive in connection with a Change in
      Control or his or her termination of employment (whether pursuant to the terms
      of this Plan or any other plan, arrangement or agreement with the Company, any
      Person whose actions result in a Change in Control or any Person affiliated
      with
      the Company or such Person) shall be treated as parachute payments within the
      meaning of Section 280G(b)(2) of the Code, and all excess parachute payments
      within the meaning of Section 280G(b)(1) shall be treated as subject to the
      Excise Tax, unless in the opinion of tax counsel (“Tax Counsel”) selected by the
      Company’s independent auditors, such other payments or benefits (in whole or in
      part) do not constitute parachute payments, or such excess parachute payments
      (in whole or in part) represent reasonable compensation for services actually
      rendered within the meaning of Section 280G(b)(4) of the Code in excess of
      the
      Base Amount, or are otherwise not subject to the Excise Tax, (ii) the amount
      of
      the Total Benefits which shall be treated as subject to the Excise Tax shall
      be
      equal to the lesser of (A) the total amount of the Total Benefits reduced by
      the
      amount of such Total Benefits that in the opinion of Tax Counsel are not
      parachute payments, or (B) the amount of excess parachute payments within the
      meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii)
      the
      value of any non-cash benefits or any deferred payment or benefit shall be
      determined by the Company’s independent auditors in accordance with the
      principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
      determining the amount of the Gross-Up Payment, an Executive shall be deemed
      to
      pay federal income taxes at the applicable rate for federal income tax
      withholding on supplemental wage payments in the calendar year in which the
      Gross-Up Payment is to be made and state and local income taxes at the
      applicable rate for withholding taxes on supplemental wage payments in the
      state
      and locality of his or her residence on the Date of Termination, net of the
      reduction in federal income taxes which could be obtained from deduction of
      such
      state and local taxes (calculated by assuming that any reduction under Section
      68 of the Code in the amount of itemized deductions allowable to him or her
      applies first to reduce the amount of such state and local income taxes that
      would otherwise be deductible by him or her).

    


    In
      the
      event that the Excise Tax is determined to exceed the amount taken into account
      hereunder at the time of the termination of an Executive’s employment (including
      by reason of any payment the existence or amount of which cannot be determined
      at the time of the Gross-Up Payment), the Company shall make an additional
      Gross-Up Payment, determined as previously described, to him or her in respect
      of such excess (plus any interest, penalties or additions payable by him or
      her
      with respect to such excess) at the time that the amount of such excess is
      finally determined.

    


    3.5 Timing
      of Payments.
      Subject
      to Section 10.1.3, the amounts payable under Subsections 3.1.1, 3.1.3, 3.1.4,
      3.1.5, 3.2.1, 3.2.3, 3.2.4, or Sections 3.3 and 3.4 hereof shall be made to
      an
      Executive not later than the thirtieth (30th)
      business day following his or her Date of Termination. 


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    3.6 Reimbursement
      of Legal Costs.
      The
      Company shall pay to an Executive all legal fees and expenses incurred by him
      or
      her as a result of a termination of his or her employment which entitles him
      or
      her to any payments under this Plan (including all such fees and expenses,
      if
      any, incurred in contesting or disputing any Notice of Intent to Terminate
      under
      Section 4.3 hereof or in seeking to obtain or enforce any right or benefit
      provided by this Plan or in connection with any tax audit or proceeding to
      the
      extent attributable to the application of Section 4999 of the Code to any
      payment or benefit provided hereunder). Such payments shall be made within
      thirty (30) business days after delivery of his or her respective written
      requests for payment accompanied by such evidence of fees and expenses incurred
      as the Company reasonably may require.

    


    3.7 Executives’
      Covenant.
      The
      Company may condition the payment of the amounts and provision of the benefits
      described in Article 3 of the Plan to an Executive upon his or her providing
      to
      the Company a written agreement that, subject to the terms and conditions of
      this Plan, in the event of a Potential Change in Control, he or she will remain
      in the employ of the Company until the earliest of (a) a date which is nine
      months after the date of such Potential Change in Control, (b) the date of
      a
      Change in Control, (c) the date of his or her termination of his or her
      employment for Good Reason (determined by treating the Potential Change in
      Control for this purpose as a Change in Control in applying the definition
      of
      Good Reason) or by reason of death or Disability, (d) the termination by the
      Company of his or her employment for any reason or (e) his or her attaining
      age
      sixty-five (65).

    


    ARTICLE
      4

    TERMINATION
      PROCEDURES AND

    COMPENSATION
      DURING DISPUTE

    


    4.1 Notice
      of Intent to Terminate.
      After a
      Change in Control, any purported termination of an Executive’s employment (other
      than by reason of death) must be preceded by a written Notice of Intent to
      Terminate from him or her to the Company or the Company to him or her, as
      applicable, in accordance with Section 8.17 hereof. For purposes of this Plan,
      a
      Notice of Intent to Terminate shall mean a notice which shall indicate the
      notifying party’s opinion regarding the specific provisions of this Plan that
      will apply upon such termination and shall set forth in reasonable detail the
      facts and circumstances claimed to provide a basis for the application of the
      provisions so indicated. Further, a Notice of Intent to Terminate for Cause
      is
      required to include a copy of a resolution duly adopted by the affirmative
      vote
      of not less than three-quarters (3/4) of the entire membership of the Board
      at a
      meeting of the Board which was called and held for the purpose of considering
      such termination (after reasonable notice to the Executive and an opportunity
      for him or her, together with his or her counsel, to be heard before the Board)
      finding that, in the good faith opinion of the Board, he or she was guilty
      of
      conduct set forth in Subsection 1.6.1 or 1.6.2 herein, and specifying the
      particulars thereof in detail.

    


    4.2 Date
      of Termination.
      Date of
      Termination, (a) with respect to any purported termination of an Executive’s
      employment after a Change in Control, shall mean (except as provided in Section
      4.3 hereof) (i) if his or her employment is terminated by reason of his or
      her


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    death,
      his or her date of death, (ii) if his or her employment is terminated for
      Disability, thirty (30) days after Notice of Intent to Terminate is given
      (provided that he or she shall not have returned to the full-time performance
      of
      his or her duties during such thirty (30) day period), or (iii) if his or her
      employment is terminated for any other reason, the date specified in the Notice
      of Intent to Terminate (which (x) in the case of a termination by the Company,
      shall not be less than thirty (30) days, except in the case of a termination
      for
      Cause in which case it shall not be less than ten (10) days, provided that
      the
      Company may require him or her to not report to work during such ten (10) day
      period and (y) in the case of a termination by an Executive, shall not be less
      than fifteen (15) days nor more than sixty (60) days, respectively, from the
      date such Notice of Intent to Terminate is given), and (b) for purposes of
      Section 2.3 of this Plan and the definitions of the defined terms Annual Base
      Salary and Annual Bonus as used in such Section 2.3, shall mean the date a
      Change in Control occurs.

    


    4.3 Dispute
      Concerning Termination.
      If
      within fifteen (15) days after any Notice of Intent to Terminate is given
      (within eight (8) days in the case of a termination for Cause by the Company),
      or, if later, prior to the Date of Termination (as determined without regard
      to
      this Section 4.3), the person receiving such Notice of Intent to Terminate
      notifies the person giving such notice that a dispute exists concerning the
      termination or the provisions of this Plan that apply to such termination,
      the
      Date of Termination shall be the date on which the dispute is finally resolved,
      either by mutual written agreement of the parties to such dispute or by a final
      judgment, order or decree of a court of competent jurisdiction (which is not
      appealable or with respect to which the time for appeal therefrom has expired
      and no appeal has been perfected); provided, however, that the Date of
      Termination shall be extended by a notice of dispute only if such notice is
      given in good faith and the person giving such notice pursues the resolution
      of
      such dispute with reasonable diligence.

    


    4.4 Compensation
      During Dispute.
      If a
      purported termination of an Executive’s employment occurs following a Change in
      Control and such termination or the provisions of this Plan that apply upon
      such
      termination is disputed in accordance with Section 4.3 hereof (including a
      dispute as to the existence of good faith and/or reasonable diligence
      thereunder), the Company shall continue to pay the Executive the full
      compensation (including, but not limited to, salary) at his or her Annual Base
      Salary and continue his or her participation in all compensation plans required
      to be maintained hereunder and continue to provide to him or her the Welfare
      Benefits provided for in Subsection 3.2.2 hereof until the dispute is finally
      resolved in accordance with Section 4.3 hereof. Amounts paid under this Section
      4.4 are in addition to all other amounts due under this Plan (other than those
      due under Subsection 3.1.1 hereof) and shall not be offset against or reduce
      any
      other amounts due under this Plan.

    


    ARTICLE
      5

    PLAN
      ADMINISTRATION

    


    5.1 Authority
      to Plan Administrator.
      The
      Plan shall be interpreted, administered and operated by the Plan Administrator,
      subject to the express provisions of the Plan.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    5.2 Delegation
      of Duties.
      The
      Plan Administrator may delegate any of his or her duties hereunder to such
      person or persons from time to time as he or she may designate.

    


    5.3 Engagement
      of Third Parties.
      The
      Plan Administrator is empowered, on behalf of the Plan, to engage accountants,
      legal counsel and such other personnel as he or she deems necessary or advisable
      to assist him or her in the performance of his or her duties under the Plan.
      The
      functions of any such persons engaged by the Plan Administrator shall be limited
      to the specified services and duties for which they are engaged, and such
      persons shall have no other duties, obligations or responsibilities under the
      Plan. Such persons shall exercise no discretionary authority or discretionary
      control respecting the management of the Plan. All reasonable expenses thereof
      shall be borne by the Company.

    


    ARTICLE
      6

    CLAIMS

    


    6.1 Claims
      Procedure.
      Claims
      for benefits under the Plan shall be filed with the Plan Administrator. If
      any
      Executive or other payee claims to be entitled to a benefit under the Plan
      and
      the Plan Administrator determines that such claim shall be denied in whole
      or in
      part, the Plan Administrator shall notify such person of its decision in
      writing. Such notification will be written in a manner calculated to be
      understood by such person and will contain (a) specific reasons for the denial,
      (b) specific reference to pertinent Plan provisions, (c) a description of any
      additional material or information necessary for such person to perfect such
      claim and an explanation of why such material or information is necessary,
      and
      (d) information as to the steps to be taken if the person wishes to submit
      a
      request for review. Such notification will be given within 90 days after the
      claim is received by the Plan Administrator. If such notification is not given
      within such period, the claim will be considered denied as of the last day
      of
      such period and such person may request a review of his or her
      claim.

    


    6.2 Review
      Procedure.
      Within
      60 days after the date on which a person receives a written notice of a denied
      claim (or, if applicable, within 60 days after the date on which such denial
      is
      considered to have occurred) such person (or his or her duly authorized
      representative) may (a) file a written request with the Plan Administrator
      for a
      review of his or her denied claim and of pertinent documents and (b) submit
      written issues and comments to the Plan Administrator. The Plan Administrator
      will notify such person of its decision in writing. Such notification will
      be
      written in a manner calculated to be understood by such person and will contain
      specific reasons for the decision as well as specific references to pertinent
      Plan provisions. The decision on review will be made within 60 days after the
      request for review is received by the Plan Administrator. If the decision on
      review is not made within such period, the claim will be considered
      denied.

    


    6.3 Claims
      and Review Procedures Not Mandatory.
      The
      claims procedure and review procedure provided for in this Article 6 are
      provided for the use and benefit of Executives who may choose to use such
      procedures, but compliance with the provisions of this Article 6 is not
      mandatory for any Executive claiming benefits under the Plan. It shall not
      be
      necessary for any 


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    Executive
      to file a claim with the Plan Administrator or to exhaust the procedures and
      remedies provided for by this Article 6 prior to bringing any legal claim or
      action, or asserting any other demand, for payments or other benefits to which
      he or she claims entitlement hereunder.

    


    ARTICLE
      7

    PLAN
      MODIFICATION OR TERMINATION

    


    The
      Plan
      may be amended or terminated by resolution of the Board at any time; provided,
      however, that (a) the Plan may not be terminated or amended in a manner adverse
      to the interests of any Executive, without his or her consent (i) after a
      Potential Change in Control occurs and for one (1) year following the cessation
      of a Potential Change in Control, or (ii) for the two-year period following
      consummation of the transaction(s) resulting from or in the Change in Control;
      and (b) no termination of this Plan or amendment hereof in a manner adverse
      to
      the interests of any Executive, without his or her consent, shall be effective
      if such termination or amendment occurs (i) at the request of a third party
      who
      has taken steps reasonably calculated to effect a Change in Control or
      (ii) in connection with or in anticipation of a Change in Control or
      Potential Change in Control. For this purpose, the cessation of a Potential
      Change in Control occurs if a Change in Control has not occurred within one
      (1)
      year following the Potential Change in Control. In the event that the
      termination of this Plan by the Company or an amendment hereof in a manner
      adverse to the interests of any Executive (without his or her consent) occurs
      within six (6) months prior to a Potential Change in Control or a Change in
      Control, there shall be a presumption that the conditions of subclauses (i)
      and
      (ii) of clause (b) of the next preceding sentence shall have been met. Upon
      the
      expiration of the Coverage Period, the Plan may not be amended in any manner
      which would adversely affect the rights which any Executive has at that time
      to
      receive any and all payments or benefits pursuant to Articles 2, 3, and 4 by
      reason of a Change in Control which has theretofore occurred or by reason of
      a
      termination of his or her employment during the Coverage Period, and the
      Company’s obligations to make such payments and provide such benefits shall
      survive any termination of the Plan.

    


    ARTICLE
      8

    MISCELLANEOUS

    


    8.1 Terminations
      in Anticipation of Change in Control.
      An
      Executive’s employment shall be deemed to have been terminated by the Company
      without Cause during the Coverage Period if his or her employment is terminated
      by the Company without Cause prior to a Change in Control or Potential Change
      in
      Control and such termination of employment (a) was at the request of a third
      party who had indicated an intention to take or had taken steps reasonably
      calculated to effect a Change in Control, or (b) otherwise arose in connection
      with or in anticipation of a Change in Control and (c) in either case, a Change
      in Control does occur which may involve such third party (or a party competing
      with such third party to effectuate a Change in Control). An Executive shall
      be
      deemed to have terminated his or her employment for Good Reason during the
      Coverage Period if he or she terminates his or her employment with Good Reason
      prior to a Change in Control or Potential Change in Control if the circumstance
      or event


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    which
      constitutes Good Reason (a) occurred at the request of a third party who had
      indicated an intention to take or had taken steps reasonably calculated to
      effect a Change in Control, or (b) otherwise arose in connection with or in
      anticipation of a Change in Control, and (c) in either case, a Change in Control
      does occur which may involve such third party (or a party competing with such
      third party to effectuate a Change in Control). In the event of a termination
      of
      employment described in this Section 8.1, the Executive shall be entitled to
      all
      payments and other benefits to which he or she would have been entitled had
      such
      termination occurred during the Coverage Period (other than salary pursuant
      to
      Subsection 3.1.1 hereof for any period after the actual date of termination)
      and
      he or she shall be entitled to an additional payment in an amount which shall
      compensate him or her to the extent that he was deprived by such termination
      of
      the opportunity prior to termination of employment to exercise any stock options
      granted to him or her under the KEIP (including any such stock options that
      were
      not exercisable at the time of his or her termination of employment) at the
      highest market price of the Company’s Common Stock reached in connection with
      the Change in Control or Potential Change in Control if a Potential Change
      in
      Control shall occur and not be followed by a Change in Control within twelve
      (12) months of the Potential Change in Control. In the event that the
      termination of employment of an Executive as described in this Section 8.1
      occurs following a Potential Change in Control or within six (6) months prior
      to
      a Change in Control, there shall be a presumption that clauses (a) and (b)
      of
      the first two sentences of this Section 8.1 shall have been met.

    


    8.2 Burden.
      In any
      proceeding (regardless of who initiates such proceeding) in which the payment
      of
      Severance Benefits or other compensation or benefits under this Plan is at
      issue, (i) the burden of proof as to whether Cause exists for purposes of this
      Plan shall be upon the Company and (ii) in the event that the last sentence
      of
      Section 8.1 applies, the Company shall have the burden to prove, by clear and
      convincing evidence, that a termination of employment has not been made in
      anticipation of a Change in Control as contemplated by Section 8.1.


    


    8.3 No
      Right to Continued Employment.
      Nothing
      in the Plan shall be deemed to give any Executive the right to be retained
      in
      the employ of the Company, or to interfere with the right of the Company to
      discharge him or her at any time and for any lawful reason, with or without
      notice, subject in all cases to the terms of this Plan.

    


    8.4 No
      Assignment of Benefits.
      Except
      as otherwise provided herein or by law, no right or interest of any Executive
      under the Plan shall be assignable or transferable, in whole or in part, either
      directly or by operation of law or otherwise, including without limitation
      by
      execution, levy, garnishment, attachment, pledge or in any manner; no attempted
      assignment or transfer thereof shall be effective; and no right or interest
      of
      any Executive under the Plan shall be liable for, or subject to, any obligation
      or liability of such Executive.

    


    8.5 Death.
      This
      Plan shall inure to the benefit of and be enforceable by an Executive’s personal
      or legal representatives, executors, administrators, successors, heirs,
      distributees, devisees and legatees. If an Executive shall die while any amount
      would still be payable to him or her hereunder (other than amounts which, by
      their terms, terminate upon his or her death) if he or she had continued to
      live, all such amounts, unless otherwise provided herein, 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    shall
      be
      paid in accordance with the terms of this Plan to the executors, personal
      representatives or administrators of his or her estate.

    


    8.6 Incompetency.
      Any
      benefit payable to or for the benefit of an Executive, if legally incompetent
      or
      incapable of giving a receipt therefor, shall be deemed paid when paid to his
      or
      her guardian or to the party providing or reasonably appearing to provide for
      his or her care, and such payment shall fully discharge the Company, the Plan
      Administrator and all other parties with respect thereto.

    


    8.7 Reduction
      of Benefits By Legally Required Benefits.
      Notwithstanding any other provision of this Plan to the contrary, if the Company
      is obligated by law or by contract (other than under this Plan) to pay severance
      pay, a termination indemnity, notice pay, or the like, to an Executive or if
      the
      Company is obligated by law or by contract to provide advance notice of
      separation (“Notice Period”) to an Executive, then any Severance Benefits
      payable to him or her hereunder shall be reduced by the amount of any such
      severance pay, termination indemnity, notice pay or the like, as applicable,
      and
      by the amount of any pay received during any Notice Period; provided however,
      that the period following a Notice of Intent to Terminate shall not be
      considered a Notice Period.

    


    8.8 Enforceability.
      If any
      provision of the Plan shall be held invalid or unenforceable, such invalidity
      or
      unenforceability shall not affect any other provisions hereof, and the Plan
      shall be construed and enforced as if such provisions had not been included.
      

    


    8.9 Effective
      Date.
      The
      Plan shall be effective as of the Effective Date and shall remain in effect
      unless and until terminated by the Board, subject to the requirements of Article
      7 hereof.

    


    8.10 No
      Mitigation.
      The
      Company agrees that, if an Executive’s employment by the Company is terminated
      during the Coverage Period, the Executive is not required to seek other
      employment or to attempt in any way to reduce any amounts payable to him or
      her
      by the Company pursuant to this Plan. Further, the amount of any payment or
      benefit provided for under this Plan (other than to the extent provided in
      Subsection 3.2.2) shall not be reduced by any compensation earned by him or
      her
      as a result of employment by another employer, by retirement benefits, by offset
      against any amount claimed to be owed by him or her to the Company, or
      otherwise.

    


    8.11 Successors.
      In
      addition to any obligations imposed by law upon any successor to the Company,
      the Company shall be obligated to require any successor (whether direct or
      indirect, by purchase, merger, consolidation, operation of law, or otherwise)
      to
      all or substantially all of the business and/or assets of the Company to
      expressly assume and agree to perform the Company’s obligations under this Plan
      in the same manner and to the same extent that the Company would be required
      to
      perform them if no such succession had taken place. Failure of the Company
      to
      obtain such assumption and agreement prior to the effectiveness of any such
      succession shall entitle each Executive to compensation and benefits from the
      Company in the 


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    same
      amount and on the same terms as he would be entitled to hereunder if he were
      to
      terminate his or her employment for Good Reason during the Coverage
      Period.

    


    8.12 Consent
      to Cancellation of Awards and Reduction of SERP Benefit.
      The
      Company may condition the payment to an Executive of his or her Vested Current
      Bonus Amount and Vested Current PSU Amount upon his or her providing a written
      consent to the cancellation of the applicable contingent target AIP and PSU
      grants which are based and in lieu of which such amounts are paid. The Company
      may condition the payment to an Executive of his or her Vested SERP Benefit
      or
      the providing of any benefit or payment under Section 3.3.1 hereof upon his
      or
      her providing a written consent to the reduction in the amount of the Vested
      SERP Benefit or the amount of any payments or benefits provided under Section
      3.3.1.

    


    8.13 Employment
      by Subsidiary.
      For
      purposes of this Plan, an Executive who is employed by a Subsidiary shall be
      treated as if employed by the Company and his or her entitlement to benefits
      hereunder shall be determined as if he or she were employed by the Company.
      For
      such purpose, the Subsidiary shall be treated as if it were an unincorporated
      division of the Company.

    


    8.14 Waiver.
      No
      waiver by an Executive at any time of any breach of the terms of this Plan,
      or
      compliance with, any condition or provision of this Plan to be performed by
      the
      Company shall be deemed a waiver of similar or dissimilar provisions or
      conditions at the same or at any prior or subsequent time.

    


    8.15 Withholding
      Taxes.
      Any
      payments to an Executive provided for hereunder shall be paid net of any
      applicable withholding required under federal, state or local law and any
      additional withholding to which he or she has agreed.

    


    8.16 Construction.
      The
      headings and captions herein are provided for reference and convenience only,
      shall not be considered part of the Plan, and shall not be employed in the
      construction of the Plan. Neither the gender nor the number (singular or plural)
      of any word shall be construed to exclude another gender or number when a
      different gender or number would be appropriate. 

    


    8.17 Notices.
      Any
      notice or other communication required or permitted pursuant to the terms hereof
      shall be deemed to have been duly given when delivered or mailed by United
      States Mail, first class, postage prepaid, addressed to the intended recipient
      at his or her last known address (which in the case of an Executive shall be
      the
      address specified by him or her in any written notice provided to the Company
      in
      accordance with this Section 8.17).

    


    8.18 Statutory
      Changes.
      All
      references to sections of the Exchange Act or the Code shall be deemed also
      to
      refer to any successor provisions to such sections.

    


    8.19 Governing
      Law.
      This
      Plan shall be construed and enforced according to the laws of the State of
      Delaware to the extent not preempted by Federal law, which shall otherwise
      control.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    ARTICLE
      9


    TERMINATION
      UNRELATED TO A POTENTIAL CHANGE IN

    CONTROL
      OR CHANGE IN CONTROL

    


    9.1 Subject
      to the terms and conditions noted below, in the event Executive’s employment
      with the Company is, or is deemed to be, terminated by the Company without
      cause
      (as defined below), or is, or is deemed to be, terminated by the Executive
      for
      good reason (as defined below) regardless of whether a Potential Change in
      Control or Change in Control has occurred or is pending (such termination
      hereinafter is referred to as “Change in Status Event”); provided, however, any
      termination of an Executive’s employment which results in such Executive being
      entitled to Severance Benefits pursuant to Section 3.2 shall not constitute
      a
      Change in Status Event and no Executive entitled to Severance Benefits pursuant
      to Section 3.2 shall in addition be entitled to the benefits provided for in
      this Section 9.1: 

    


    From
      and
      after the date of the Change in Status Event for a period of two years
      thereafter, the Company will continue Executive as an employee on a paid leave
      of absence with the benefit coverage of an active employee, excluding disability
      coverage and, in the case of an Executive that terminates on or after January
      1,
      2007, excluding coverage under all tax-qualified retirement plans. Executive’s
      base compensation during the paid leave of absence will equal his or her Annual
      Base Salary as defined in Section 1.2 (substituting “Change in Status
      Event” for “Change in Control”) of Article 1 of this Group 3A Plan.
      Executive shall also remain a participant in the AIP during the paid leave
      of
      absence period and Executive’s target percentage for AIP payment purposes will
      be that in effect just prior to the Change in Status Event, and Executive will
      be scored on the basis of the actual achievement of the Company’s performance
      targets for AIP, but up to a maximum of 100%. Executive will additionally be
      entitled to payments for AIP and PSU grants for any previously deferred awards
      or any awards covering periods ending prior to the date of the Change in Status
      Event that have been earned but not yet paid prior to the date of the Change
      in
      Status Event. 

    


    9.1.1 During
      the above leave of absence: (a) Executive’s stock options granted prior to the
      Change in Status Event will continue to vest in accordance with the vesting
      schedule(s) applicable under the terms of the grant(s), but (b) Executive will
      not be eligible to participate in or receive new grants or benefits under the
      LTIP and will not be eligible for participation in or the payment of benefits
      under the Executive Benefits Protection Plan (except for under this
      Article 9), the Employee Benefits Protection Plan, or the Severance
      Benefits Plan. If Executive meets the eligibility requirements of paragraph
      3 of
      the SERP and elects to retire from employment with the Company during the leave
      of absence, Executive’s paid leave of absence will cease and the Executive will
      be treated for all purposes as a retiree in accordance with the terms of the
      SERP and the Company’s other benefit plans. 

    


    9.2 Executive’s
      voluntary resignation from the Company other than for good reason (as defined
      below) shall not constitute a Change in Status Event, and therefore will not
      entitle Executive to the benefits provided for in Section 9.1 above. In such
      event, Executive would be entitled to the benefits provided under the benefit
      plans of the Company to which Executive is entitled in accordance with the
      terms
      of those plans.

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    9.3 Termination
      of Executive’s employment “without cause” for purposes of this Article 9
      shall mean termination of active employment by the Company not based on “cause”
as defined in paragraph 2(a) of the SERP. Termination of Executive’s employment
“for good reason” for purposes of this Article 9 shall mean termination of
      active employment by the Executive during the first two years of the tenure
      of
      the Company’s then current Chief Executive Officer if, and only if, the
      Executive has not given the Company written notice of his or her intention
      to
      retire and during such two year period and prior to the Executive’s termination
      of active employment either (i) the Company has assigned duties to the Executive
      or taken other actions which are inconsistent with his or her position
      (including status, offices, titles and reporting relationships), authority,
      duties or responsibilities immediately prior to the then current Chief Executive
      Officer becoming the Chief Executive Officer of the Company and such assignment
      of duties or other action results in more than an insignificant diminution
      in
      such position, authority, duties or responsibilities, excluding for this purpose
      an isolated, insubstantial and inadvertent action not taken in bad faith and
      which is remedied by the Company promptly after receipt of notice thereof given
      by the Executive; or (ii) the Company has reduced the Executive’s annual base
      salary as in effect, as applicable, on the date the then current Chief Executive
      Officer became the Chief Executive Officer of the Company or as the same may
      be
      increased from time to time.

    


    9.4 The
      severance arrangements of this Article 9 shall not be considered to constitute
      an employment contract. The terms and conditions of the Long-Term Incentive
      Program Participation Agreement and Mutual Agreement to Arbitrate Claims by
      and
      between Executive and the Company (“Participation and Arbitration Agreement”),
      are incorporated herein by reference and made a part hereof as if fully set
      forth herein. Notwithstanding any provisions to the contrary in the
      Participation and Arbitration Agreement, the terms and conditions thereof shall
      remain in effect for three years after Executive’s Change in Status Event
      regardless of whether Executive is eligible or not to receive benefits under
      the
      SERP. 

    


    ARTICLE
      10

    APPLICATION
      OF CODE SECTION 409A

    


    10.1 To
      the
      extent Code section 409A applies to any compensation or other benefit payable
      under this Plan, this Article 10 applies, and to the extent that it conflicts
      with any other provision of this Plan, it supersedes such conflicting
      provisions. If Code section 409A does not apply to any compensation or other
      benefits payable under this Plan, this Article 10 shall have no
      effect.

     

    


    10.1.1 In
      General.
      This
      Article 10 is intended to comply with the provisions of Code section 409A and
      the Treasury regulations relating thereto. In furtherance of this intent, to
      the
      extent this Plan is subject to Code section 409A, it shall be interpreted,
      operated, and administered in a manner consistent with these
      intentions.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    


    
      	 	
              10.1.2

            	
              Definitions.
                For purposes of, and as used in, this Plan,


            


    

    


                                                
         10.1.2.1 Key
      Employee shall mean an employee who is treated as a "specified employee" under
      Section 409A(a)(2)(B)(i) of the Code, i.e., a key employee (as defined in
      Section 416(i) of the Code, without regard to paragraph (5) thereof, and
      determined as of each December 31 in accordance with Section 409A of the Code)
      of the Company.

    


    10.1.2.2 Separation
      from Service or Separate from Service shall mean a "separation from service"
      within the meaning of Code section 409A.

    


    10.1.3 Timing
      of Benefit Payments.
      If the
      Executive is a Key Employee, all amounts payable under Article 3 and Article
      9
      as a result of the Executive's Separation from Service that are subject to
      Code
      section 409A shall not be paid prior to the date that is six months following
      the Executive's Separation from Service (or on the date of the Executive's
      death, if earlier). With respect to PSUs payable to a Key Employee under Section
      3.2.3, such PSUs will be credited with any dividends that would otherwise be
      payable on the PSUs during the six-month period.

    


    10.1.4 Continuation
      of Group Term Life Insurance.
      If the
      Company continues to provide life insurance coverage under Section 3.2.2 to
      an
      Executive who is a Key Employee, to the extent payment of such coverage by
      the
      Company would violate Code section 409A, the Executive shall be solely
      responsible for paying for the coverage during the six month period following
      the Executive's Separation from Service (or until the date of the Executive's
      death, if earlier).

    


    IN
      WITNESS WHEREOF, the Company has caused the Plan to be amended and restated
      as
      of December 29, 2006.

     

     

    
      	 	
              THE
                HERSHEY COMPANY

            
	 	
               

               

              BY:    /s/
                Marcella  K. Arline 

            
	 	
              Marcella
                 K. Arline

              Senior
                Vice President, 

                         
                Chief  People Officer

            


    

    


    


    
      
        
        

      

      
        26