AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.3
AMENDMENT
TO EXECUTIVE EMPLOYMENT AGREEMENT
WHEREAS,
The Hershey Company (the “Employer”) and Xxxxxxx X. Xxxxx (the “Executive”)
entered into an Executive Employment Agreement as of March 12, 2001 (the
“Agreement”);
WHEREAS,
Section 14 of the Agreement provides that it may be amended through a written
instrument executed by the Employer and the Executive;
WHEREAS,
the Board of Directors of the Employer (the “Board”), at its meeting on October
3, 2006, approved changes to The Hershey Company Supplemental Executive
Retirement Plan (“SERP”) and The Hershey Company Retirement Plan (“Retirement
Plan”);
WHEREAS,
the Compensation and Executive Organization Committee of the Board, at its
meeting on October 2, 2006, approved changes to The Hershey Company Deferred
Compensation Plan (these changes along with the changes to the SERP and
Retirement Plan are collectively referred to herein as the
“Amendments”);
WHEREAS,
the Board and the Executive desire to amend the Agreement in a manner consistent
with the Amendments and to revise a provision of the Agreement dealing with
Annual Bonus Programs.
NOW,
THEREFORE, for and in consideration of the mutual covenants herein contained,
intending to be legally bound, Employer and Executive agree as
follows:
1. The
second sentence of Section 3(b) of the Agreement, which currently reads “If the
Executive achieves his target performance goals, as determined by the
Compensation Committee on an annual basis, the Executive shall have a target
annual bonus under such Annual Bonus Programs equal to eighty percent (80%)
of
Base Salary, and a maximum annual bonus equal to one hundred sixty percent
(160%) of Base Salary.” is amended to read as follows:
The
Executive shall have a target annual bonus under such Annual Bonus Programs
equal to not less than eighty percent (80%) of Base Salary.
2. The
Agreement is amended to the extent necessary to conform to the provisions of
the
Amendments in accordance with their terms and conditions so that the benefit
reductions, offsets or limitations intended to be implemented by the Amendments
will apply to the Executive in the same manner as they apply to similarly
situated members of the Hershey Executive Team.
3. The
Agreement is amended to delete Section 3(g)(iii) in its entirety.
[Signature
Page Follows]
IN
WITNESS WHEREOF, each of the parties hereto has duly executed this Amendment
to
Executive Employment Agreement, effective as of October 3, 2006.
EXECUTIVE:
Xxxxxxx
X. Xxxxx
/s/
Xxxxxxx X. Lenny
EMPLOYER:
The
Hershey Company, a
Delaware corporation
By:/s/
Xxxxxxxx X. Xxxxxx
Xxxxxxxx
X. Xxxxxx
Senior
Vice President, Chief People Officer
ATTEST:
/s/
Xxxxxx X. Xxxxxx
Xxxxxx
X.
Xxxxxx
Secretary
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