Exhibit 10.1
Compensation
Summary
(As reported in The Hershey
Company’s
Current Report on Form 8-K filed
February 19, 2009)
On February 16, 2009, the
Compensation and Executive Organization Committee
(“Committee”) of our Board of Directors approved 2009
incentive compensation awards for certain of the executive officers
who were named in the Summary Compensation Table of our 2008 Proxy
Statement. Those executive officers, who we refer to in this filing
as the “named executive officers,” are
D. J. West, President and Chief Executive Officer, H. P.
Alfonso, Senior Vice President, Chief Financial Officer,
J. P. Bilbrey, Senior Vice President, President Hershey
North America and B. H. Snyder, Senior Vice President, General
Counsel and Secretary.
The independent members of our Board
of Directors also approved certain compensation for Mr. West
on February 17, 2009, all as more fully described
below.
2009 Annual Incentive Program
(AIP) Target Awards. The
Committee approved 2009 contingent target awards for our named
executive officers, excluding Mr. West, and recommended to the
independent directors as a group a 2009 contingent target award for
Mr. West, under the annual incentive program
(“AIP”) of the Company’s Equity and Incentive
Compensation Plan (“Incentive Plan”). For named
executive officers other than Mr. West, the final award, if
any, will be calculated as the product of the executive
officer’s base salary, his applicable target percentage
(described below), a corporate performance score (weighted 75%)
reflecting the Company’s achievement in 2009 of certain
growth objectives (described below) and an individual performance
score (weighted 25%) based upon the executive’s achievement
in 2009 of certain individual performance goals. For Mr. West,
the Committee recommended that the final award, if any, be
calculated as the product of his base salary, applicable target
percentage and the Company’s achievement of the 2009
corporate growth objectives. The corporate growth objectives are
based upon the Company’s diluted earnings per share from
operations (weighted 40%), consolidated net sales (weighted 40%)
and free cash flow (weighted 20%). The target percentage of base
salary used in the 2009 AIP contingent target award for each of the
named executive officers is as follows:
|
|
|
|
|
David J. West
|
|
100
|
%
|
|
Humberto P. Alfonso
|
|
70
|
%
|
|
John P. Bilbrey
|
|
75
|
%
|
|
Burton H. Snyder
|
|
60
|
%
|
The Committee may, in its
discretion, increase or decrease by up to 30% the component of the
final award paid to any named executive officer other than
Mr. West based upon Company financial performance at the
conclusion of the 2009 performance period, and for Mr. West,
may recommend to the independent directors that a similar
adjustment be made to his final award. Additionally, the Committee
may reduce the final award by up to 10%
