Exhibit 10.3
SECOND AMENDMENT TO
THE
HERSHEY COMPANY DEFERRED
COMPENSATION PLAN
(Amended and restated as of
October 1, 2007)
WHEREAS, The Hershey Company (the
“Company”) currently maintains The Hershey Company
Deferred Compensation Plan, amended and restated as of
October 1, 2007 (the “Plan”);
WHEREAS, the Compensation and
Executive Organization Committee of the Company’s Board of
Directors (the “Committee”), at its December 1,
2008 meeting, approved changes to the Plan to (1) provide for
full vesting in the supplemental matching contributions account and
supplemental core contributions account at the same time vesting
occurs for matching and core contributions under the
Company’s 401(k) Plan, (2) clarify that AIP awards are
treated as eligible compensation for purposes of determining the
amount of Plan benefits for the year in which paid or deferred, and
(3) clarify that an initial deferral election can generally
specify the time of payment as separation from service plus a
specified number of years;
WHEREAS, the Committee authorized
and directed the officers of the Company to adopt amendments to the
Plan to reflect these changes; and
WHEREAS, this amendment shall
supersede the provisions of the Plan to the extent those provisions
are inconsistent with the provisions of this amendment.
NOW, THEREFORE, BE IT RESOLVED that,
by virtue and in exercise of the pow
