HERSHEY FOODS CORPORATION
EXECUTIVE BENEFITS PROTECTION PLAN
The Hershey Foods Corporation Executive Benefits Protection Plan (Group 3A), as set forth herein, is intended
to help attract and retain qualified management employees and maintain a stable work environment by making
provision for the protection of covered employees in connection with a Change in Control or Termination
Without Cause as set forth herein.
As hereinafter used, the following words shall have the meanings set forth below.
1.1 AIP means the Annual Incentive Program under the KEIP and annual (but not quarterly) incentives awarded
under the Company's Sales Incentive Plan and any successor or replacement plan thereof.
1.2 ANNUAL BASE SALARY means with respect to an Executive the higher of:
1.2.1 his highest annual base salary in effect during the one (1) year period preceding a Change in Control; or
1.2.2 his highest annual base salary in effect during the one year period preceding his Date of Termination.
For purposes of the foregoing, salary reduction elections pursuant to Sections 125 and 401(k) of the Code shall
not be taken into account.
1.3 ANNUAL BONUS means with respect to an Executive the highest of:
1.3.1 the average of the three highest bonuses paid or payable, including any bonus or portion thereof which has
been earned but deferred, to him by the Company in respect of the five fiscal years (or such shorter period during
which he has been employed by the Company or eligible to receive any bonus payment) immediately preceding
the fiscal year in which a Change in Control occurs (annualized for any fiscal year during such period consisting of
less than twelve full months or with respect to which he has been employed by the Company or eligible to receive
a bonus for less than twelve full months);
1.3.2 the bonus paid or payable (annualized as described above), including any bonus or portion thereof which
has been earned but deferred, to him by the Comp