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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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______________________________
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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December
27,
2006
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Date
of Report (Date of earliest event
reported)
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The
Hershey
Company
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-183
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23-0691590
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Crystal A Drive, Hershey, Pennsylvania
17033
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant's
telephone number, including area code: (717)
534-4200
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any
of the following provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
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·
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change
the definition of Annual Bonus upon which certain benefits are
determined
to the greater of (i) the highest bonus amount paid or deferred
in any of
the three (3) years preceding a Change in Control or (ii) the current
target bonus amount payable in the year of termination from
employment;
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eliminate
performance stock unit ("PSU") awards from the formula for determining
the
amount of severance benefits;
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provide
that eligibility for coverage under the Plan shall be determined
by the
Compensation and Executive Organization Committee of the Board
of
Directors in its sole discretion;
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·
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eliminate
as a factor for determining whether termination from employment
was by the
Executive for Good Reason in connection with a Potential Change
in Control
or Change in Control an event which requires the Executive to relocate
to
a different office;
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eliminate
the Plan's provision of severance benefits to the Chief Executive
Officer,
the Senior Vice President and Chief Financial Officer, the Senior
Vice
President, General Counsel and Secretary of the Company, the Vice
President, Strategy and Innovation, or the Senior Vice President,
Human
Resources and Corporate Affairs in the case of a voluntary termination
following a Change in Control;
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·
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provide
a minimum of twelve (12) months of severance benefits where the
normal
three (3) years of benefits are limited because of the Executive's
proximity to his or her Mandatory Retirement
Age;
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fully
vest outstanding PSU awards that are in the first and second year
of their
performance cycle at the time in which a Change in Control occurs
and
prorate outstanding PSUs that are in the first year of the performance
cycle at the time of a Change in
Control;
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provide
immediate vesting under The Hershey Company Amended and Restated
(2007)
Supplemental Executive Retirement Plan, The Hershey Company Deferred
Compensation Plan, The Hershey Company Retirement Plan, and The
Hershey
Company 401(k) Plan upon a Change in
Control;
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modify
the Plan's pension benefits provisions to reflect recent changes
made to
the Company's retirement plans under the WorkLife Invest Program
(announced October 10, 2006);
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provide
for the payment of the Plan's pension benefits only to Executives
who
terminate from employment within two (2) years following a Change
in
Control, provided such termination is not on account of death or
Disability, by the Company for Cause, or by the Executive without
Good
Reason;
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provide
for the payment of Financial Counseling and Tax Preparation Services
for a
two (2) year period to Executives who terminate from employment
within two
(2) years following a Change in Control, provided such termination
is not
on account of death or Disability, by the Company for Cause, or
by the
Executive without Good Reason;
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eliminate
the Relocation Allowance payable under the
Plan;
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·
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change
Plan provisions to comply with the requirements under Internal
Revenue
Code section 409A, including the requirement that the distribution
of
benefits to a Key Employee be delayed for at least six (6) months
after
the Key Employee's separation from
service.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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10.1
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Executive
Benefits Protection Plan (Group 3A) Amended and Restated as of
December
29, 2006
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THE
HERSHEY COMPANY
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By:
/s/
Burton H. Snyder
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Burton
H. Snyder
Senior
Vice President, General Counsel and
Secretary
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Exhibit
No.
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Description
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10.1
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Executive
Benefits Protection Plan (Group 3A) Amended and Restated as of
December
29, 2006
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