EXHIBIT 10.4
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
This Confidential Separation Agreement and General Release (the "AGREEMENT") is made as of this 11th day
of December, 2000 (the "Effective Date"), by and between Hershey Foods Corporation, a Delaware corporation
(the "COMPANY"), and Michael F. Pasquale ("EMPLOYEE"), and together with the Company, (the
"PARTIES").
WHEREAS, Employee will be retained as an employee of the Company on paid leave of absence until the
Separation Date, as hereinafter defined, whereupon Employee's employment with the Company shall terminate
(the "SEPARATION");
WHEREAS, the Company and Employee desire voluntarily to enter into this Agreement in order to set forth the
definitive rights and obligations of the Parties in connection with the Separation; and
WHEREAS, the Parties enter into this Agreement for their mutual cooperation and benefit:
NOW, THEREFORE, in consideration of the mutual covenants, commitments and agreements set forth herein,
and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
1. ACKNOWLEDGMENT OF SEPARATION. The Parties acknowledge and agree that the Separation shall
be effective (the "Separation Date") as of the earliest of (i) the date Employee commences full-time employment
with another employer; (ii) in the event Employee breaches any of his covenants, agreements or obligations
hereunder, the date the Company provides notice of such breach to Employee;
(iii) Employee's date of death; and (iv) June 1, 2002. If Employee commences full-time employment with another
employer prior to June 1, 2002, a determination of whether an exception or waiver of eligibility requirements
under the SERP (as hereinafter defined) to allow Employee to receive benefits under the SERP may be made by
and in the sole discretion of the Chief Executive Officer and Board of Directors of the Company, taking into
account Section 4.