Exhibit 10.5
The Hershey Company
Deferred Compensation Plan
Amended and Restated as of October 1, 2007
This Deferred Compensation Plan (the “Plan”) allows participants in the following programs of The Hershey Company
Equity and Incentive Compensation Plan (the “EICP”) to defer receipt of all or part of the following awards: (1) cash awards
under the Annual Incentive Program (the “AIP”), (2) the cash equivalent or Common Stock of The Hershey Company (the
“Company”) representing performance stock unit (“PSU”) awards under the EICP, and (3) awards of Common Stock of the
Company pursuant to restricted stock unit (“RSU”) awards under the EICP granted on or after January 1, 2001. This Plan also
allows participants in The Hershey Company Amended and Restated (2007) Supplemental Executive Retirement Plan (the “DB
SERP”) and The Hershey Company Compensation Limit Replacement Plan (the “CLRP”) to defer receipt of all or a portion of a
lump sum cash payment payable under the DB SERP and CLRP. In addition, the Company may allocate Supplemental Core
Retirement and Supplemental Match Contributions on behalf of eligible Plan Participants, and the Company may credit a
specified percentage of Compensation for the benefit of certain Plan Participants under the Defined Contribution Supplemental
Executive Retirement Plan (the “DC SERP”). The Plan is intended to benefit those executives of the Company and subsidiaries
who are specified as participants in and receive awards under the EICP, former participants of the DB SERP and CLRP, and Plan
Participants with compensation in excess of Code section 401(a)(17), to secure their goodwill, loyalty and achievement, and to
help attract and retain highly qualified executives.
For Grandfathered Amounts (as defined below), the terms of the Plan in effect on December 31, 2004 and the requirements
summarized in Appendix A of this Plan shall be followed in all respects.
Article I
Definitions
The following definitions apply to this Plan:
1.1 401(k) Plan . “401(k) Pl