CONFIDENTIAL AGREEMENT AND GENERAL RELEASE
This is a Confidential Agreement and General Release (hereinafter “Agreement”) between The Hershey Company
(hereinafter “the Company”) and Thomas K. Hernquist (hereinafter “you”). The Company is presenting this Agreement to you
on November 29, 2007. You should talk to an attorney before you sign this Agreement because it affects your legal rights .
You and the Company have mutually agreed to terminate your employment relationship with the Company. You and the
Company are entering into this Agreement because you wish to receive benefits under Article 9 of the Company’s Executive
Benefits Protection Plan (Group 3A), receipt of which is conditioned upon the execution of a waiver and release acceptable to
You agree that this Agreement applies to The Hershey Company and its past and present subsidiaries, divisions, affiliates,
benefits plans and its and their agents, directors, officers, employees, representatives, successors and assigns (hereinafter
collectively “the Company”). You also agree that you are entering into this Agreement knowingly and voluntarily on your own
behalf and also on behalf of any heirs, agents, representatives, successors and assigns that you may have now or in the future.
You will receive a lump sum payment in the amount of two times your current base salary, totaling $840,000. In addition,
you shall receive a lump sum payment for any unused 2007 vacation days, excluding any carry-over days from 2006 or any prior
year. These amounts will be paid on the date on which the Company makes its first payroll payment in January 2008.
Your period of active employment with the Company will end on December 31, 2007. It is intended that such termination
will be a separation from service for purposes of Internal Revenue Code Section 409A, because, except for the consultation and
transition assistance the Company might request of you under paragraph 6 below (which assistance will involve bona fide