Exhibit 10.1
THE HERSHEY
COMPANY
TERMS AND CONDITIONS
OF
NONQUALIFIED STOCK OPTION
AWARDS
UNDER THE
EQUITY AND INCENTIVE COMPENSATION
PLAN
1. The
Optionee, by accepting the option to purchase shares of the
Company's Common Stock (the "Options") awarded to him/her on
__________, (the “ Award Date ”), accepts
and agrees to these terms and conditions and the terms and
conditions of the Equity and Incentive Compensation Plan (the "
Plan "), which Plan is incorporated herein by
reference.
2. The
Options shall not be exercisable until vested. The Options shall be
exercisable during the period __________through
__________ (the “ Exercise Period
”), subject to the vesting schedule described in the next
sentence and the provisions regarding termination set forth in
paragraphs 3 and 5 below and in the Plan. Of the total Options
awarded to the Optionee on the Award Date (“ Total
Award ”), twenty-five percent (25%) of the Total Award
will become vested on the first anniversary of the Award Date; an
additional twenty-five percent (25%) of the Total Award will become
vested on the second anniversary of the Award Date; an additional
twenty-five percent (25%) of the Total Award will become vested on
the third anniversary of the Award Date; and an additional and
final twenty-five percent (25%) of the Total Award will become
vested on the fourth anniversary of the Award
Date. During the Exercise Period, vested Options may be
exercised in whole or in part and on one or more than one
occasion. The purchase price of any shares as to which
the Options shall be exercised shall be paid in full at the time of
such exercise.
3. In
the event Optionee's employment with the Company is terminated for
any reason other than the occurrence of an event described in
paragraph 5 below, or a “Change in Control” as
described in this paragraph 3, the Options shall
terminate immediately upon termination of Optionee’s
employment and may not be exercised after such termination of
employment unless: (i) Optionee is eligible to receive severance
benefits pursuant to a Company-sponsored severance benefits plan or
an employment or severance or similar agreement to which Optionee
is a party upon termination of employment, in which cas