EXECUTIVE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT
THIS EXECUTIVE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is entered
into as of , 2009 (the “Effective Date”), between The Hershey Company, a Delaware corporation together with its
subsidiaries and affiliates and its and their respective successors and assigns (“Employer” or “Company”), and the
undersigned officer of Employer (“Executive”).
WHEREAS, Executive currently serves, or is being hired or promoted to serve, as an officer of the Company subject to
election or appointment by the Company’s Board of Directors and eligible for participation in the performance stock unit
(“PSU”) program, the restricted stock unit (“RSU”) program and in other equity grants and future cycles under the Company’s
Equity and Incentive Compensation Program (“E-grade Officer”).
WHEREAS, Employer possesses certain valuable confidential, proprietary and/or trade secret information (collectively,
“Confidential Information,” as further defined below) that gives Employer a competitive advantage.
WHEREAS, Employer has developed and maintained, at substantial expense and over a considerable period of time,
relationships with customers, suppliers, agents, licensees, licensors and others that likewise give Employer a competitive
advantage (“Business Relationships”).
WHEREAS, as a result of Executive’s past, future, and/or continued employment as an E-grade Officer, Executive has been
and/or will be and/or will continue to be given access to, and will assist in, the development and maintenance of Employer’s
Confidential Information and Business Relationships, and it is the parties’ intent to continue to safeguard such Confidential
Information and Business Relationships both during and after the term of Executive’s employment with Employer.
WHEREAS, Employer’s reputation and present and future competitive position are dependent upon Employer’s ability to
protect its interests in such Confidential Infor