Vesting Dates. On the second anniversary of the Grant Date (such second anniversary, the "Vesting Date"), the Grantee shall vest in the number of PSUs earned based on the Grantee's actual performance during the Performance Cycle relative to each performance metric, provided that the Grantee has remained in continuous employment with the Company from the Grant Date through such date and has accepted and agreed to all terms and conditions in this agreement. In the event of a Change in Control, vesting of PSUs, i
...f any, shall be determined in accordance with paragraph 15 of the EICP. In accordance with paragraph 15 of the EICP, if the PSUs are assumed or replaced, or remain outstanding, such that the PSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs which shall then constitute a Replaced Award as defined in the EICP. However, if within two (2) years following the Change in Control and prior to the Vesting Date, Grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), by the Grantee for Good Reason (as defined in the EICP), as a result of Grantee 's death or as a result of Grantee becoming Disabled, the Grantee 2 shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. Notwithstanding the foregoing, if the Committee determines that the PSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee shall vest in the PSUs and receive payment in accordance with the provisions of the EBPP applicable to Grantee. If prior to the Vesting Date, the Grantee's employment with the Company terminates for any reason, then the PSUs subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's employment unless the Grantee is entitled to vesting with respect to the PSUs under the terms of the EICP or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, in which case such vesting of the PSUs will be in accordance with the terms of this Notice of Special Award or the applicable plan, agreement or local law. Notwithstanding anything in the EICP or this Notice of Special Award to the contrary, if the Grantee is terminated for Cause (as defined in the EICP) from the Company prior to payment pursuant to paragraph 6, all of the PSUs will immediately and automatically without any action on the part of the Grantee or the Company, be forfeited by the Grantee.
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Vesting Dates.
On the second anniversary of the Grant Date (such second anniversary, the "Vesting Date"), the The Grantee shall vest in the number of
PSUs earned based on the Grantee's actual performance during the Performance Cycle relative to RSUs corresponding with each
performance metric, date shown below (each a "Vesting Date"); provided that the Grantee has remained in continuous employment with the Company from the Grant Date through such
date Vesting Date and has accepted and agreed to all terms and co
...nditions in this agreement. In the event of a Change in Control, vesting of PSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. In accordance with paragraph 15 of the EICP, if the PSUs are assumed or replaced, or remain outstanding, such that the PSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs which shall then constitute a Replaced Award as defined in the EICP. However, if within two (2) years following the Change in Control and prior to the RSUs Vesting Date, Grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), by the Grantee for Good Reason (as defined in the EICP), as a result of Grantee 's death or as a result of Grantee becoming Disabled, the Grantee 2 shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. Notwithstanding the foregoing, if the Committee determines that the PSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee shall vest in the PSUs and receive payment in accordance with the provisions of the EBPP applicable to Grantee. Date«Number_of_RSUs_Vested» «Vesting_Date» «Number_of_RSUs_Vested1» «Vesting_Date1» «Number_of_RSUs_Vested2» «Vesting_Date2» «Number_of_RSUs_Vested3» «Vesting_Date3» If prior to the a Vesting Date, the Grantee's employment with the Company terminates for any reason, then the PSUs unvested RSUs (and any related Dividend Equivalent Rights) subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's employment unless the Grantee is entitled to any accelerated vesting with respect to of the PSUs unvested RSUs under the terms of the EICP or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, 11(F) below, in which case such accelerated vesting of the PSUs unvested RSUs will be in accordance with the terms of this Notice of Special 2 Award or the applicable plan, agreement or local law. Under the terms of the EICP, the Grantee or the Grantee's estate is entitled to accelerated vesting of the unvested RSUs upon the Grantee's termination due to total disability or death. In the event of a Change in Control, accelerated vesting of the unvested RSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. Notwithstanding anything in the EICP or this Notice of Special Award to the contrary, if the Grantee is terminated for Cause (as defined in the EICP) from the Company prior to payment pursuant to paragraph 6, 4, all of the PSUs RSUs will immediately and automatically automatically, without any action on the part of the Grantee or the Company, be forfeited by the Grantee.
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Vesting Dates.
On the second anniversary of the Grant Date (such second anniversary, the "Vesting Date"), the The Grantee shall vest in the number of
PSUs earned based on the Grantee's actual performance during the Performance Cycle relative to RSUs corresponding with each
performance metric, date shown below (each a "Vesting Date"); provided that the Grantee has remained in continuous employment with the Company from the Grant Date through such
date Vesting Date and has accepted and agreed to all terms and co
...nditions in this agreement. In the event of a Change in Control, vesting of PSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. In accordance with paragraph 15 of the EICP, if the PSUs are assumed or replaced, or remain outstanding, such that the PSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs which shall then constitute a Replaced Award as defined in the EICP. However, if within two (2) years following the Change in Control and prior to the agreement.RSUs Vesting Date, Grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), by the Grantee for Good Reason (as defined in the EICP), as a result of Grantee 's death or as a result of Grantee becoming Disabled, the Grantee 2 shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. Notwithstanding the foregoing, if the Committee determines that the PSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee shall vest in the PSUs and receive payment in accordance with the provisions of the EBPP applicable to Grantee. Date«Number_of_RSUs_Vested» «Vesting_Date» «Number_of_RSUs_Vested1» «Vesting_Date1» «Number_of_RSUs_Vested2» «Vesting_Date2» «Number_of_RSUs_Vested3» «Vesting_Date3» If prior to the a Vesting Date, the Grantee's employment with the Company terminates for any reason, then the PSUs unvested RSUs (and any related Dividend Equivalent Rights) subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's employment unless 2 the Grantee is entitled to any accelerated vesting with respect to of the PSUs unvested RSUs under the terms of the EICP or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, 11(F) below, in which case such accelerated vesting of the PSUs unvested RSUs will be in accordance with the terms of this Notice of Special Award or the applicable plan, agreement or local law. Under the terms of the EICP, the Grantee or the Grantee's estate is entitled to accelerated vesting of the unvested RSUs upon the Grantee's termination due to total disability or death. In the event of a Change in Control, accelerated vesting of the unvested RSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. Notwithstanding anything in the EICP or this Notice of Special Award to the contrary, if the Grantee is terminated for Cause (as defined in the EICP) from the Company prior to payment pursuant to paragraph 6, 4, all of the PSUs RSUs will immediately and automatically automatically, without any action on the part of the Grantee or the Company, be forfeited by the Grantee.
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Vesting Dates.
On the second anniversary of the Grant Date (such second anniversary, the "Vesting Date"), the The Grantee shall vest in the number of
PSUs earned based on the Grantee's actual performance during the Performance Cycle relative to RSUs corresponding with each
performance metric, date shown below (each a "Vesting Date"); provided that the Grantee has remained in continuous employment with the Company from the Grant Date through such
date Vesting Date and has accepted and agreed to all terms and co
...nditions in this agreement. In the event of a Change in Control, vesting of PSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. In accordance with paragraph 15 of the EICP, if the PSUs are assumed or replaced, or remain outstanding, such that the PSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs which shall then constitute a Replaced Award as defined in the EICP. However, if within two (2) years following the Change in Control and prior to the RSUs Vesting Date, Grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), by the Grantee for Good Reason (as defined in the EICP), as a result of Grantee 's death or as a result of Grantee becoming Disabled, the Grantee Date«Number_of_RSUs_Vested» «Vesting_Date» «Number_of_RSUs_Vested1» «Vesting_Date1» «Number_of_RSUs_Vested2» «Vesting_Date2» «Number_of_RSUs_Vested3» «Vesting_Date3» 2 shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. Notwithstanding the foregoing, if the Committee determines that the PSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee shall vest in the PSUs and receive payment in accordance with the provisions of the EBPP applicable to Grantee. If prior to the a Vesting Date, the Grantee's employment with the Company terminates for any reason, then the PSUs unvested RSUs (and any related Dividend Equivalent Rights) subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's employment unless the Grantee is entitled to any accelerated vesting with respect to of the PSUs unvested RSUs under the terms of the EICP or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, 11(F) below, in which case such accelerated vesting of the PSUs unvested RSUs will be in accordance with the terms of this Notice of Special Award or the applicable plan, agreement or local law. Under the terms of the EICP, the Grantee or the Grantee's estate is entitled to accelerated vesting of the unvested RSUs upon the Grantee's termination due to total disability or death. In the event of a Change in Control, accelerated vesting of the unvested RSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. Notwithstanding anything in the EICP or this Notice of Special Award to the contrary, if the Grantee is terminated for Cause (as defined in the EICP) from the Company prior to payment pursuant to paragraph 6, 4, all of the PSUs RSUs will immediately and automatically automatically, without any action on the part of the Grantee or the Company, be forfeited by the Grantee.
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Vesting Dates.
On the second anniversary of the Grant Date (such second anniversary, the "Vesting Date"), the The Grantee shall vest in the number of
PSUs earned based on the Grantee's actual performance during the Performance Cycle relative to RSUs corresponding with each
performance metric, date shown below (each a "Vesting Date"); provided that the Grantee has remained in continuous employment with the Company from the Grant Date through such
date Vesting Date and has accepted and agreed to all terms and co
...nditions in this agreement. In the event of a Change in Control, vesting of PSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. In accordance with paragraph 15 of the EICP, if the PSUs are assumed or replaced, or remain outstanding, such that the PSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs which shall then constitute a Replaced Award as defined in the EICP. However, if within two (2) years following the Change in Control and prior to the RSUs Vesting Date, Grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), by the Grantee for Good Reason (as defined in the EICP), as a result of Grantee 's death or as a result of Grantee becoming Disabled, the Grantee 2 shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. Notwithstanding the foregoing, if the Committee determines that the PSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee shall vest in the PSUs and receive payment in accordance with the provisions of the EBPP applicable to Grantee. Date«Number_of_RSUs_Vested» «Vesting_Date» «Number_of_RSUs_Vested1» «Vesting_Date1» «Number_of_RSUs_Vested2» «Vesting_Date2» «Number_of_RSUs_Vested3» «Vesting_Date3» If prior to the a Vesting Date, the Grantee's employment with the Company terminates for any reason, then the PSUs unvested RSUs (and any related Dividend Equivalent Rights) subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's employment unless the Grantee is entitled to any accelerated vesting with respect to of the PSUs unvested RSUs under the terms of the EICP or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, 11(F) below, in which case such accelerated vesting of the PSUs unvested RSUs will be in accordance with the terms of this Notice of Special Award or the applicable plan, agreement or local law. Under the terms of the EICP, the Grantee or the Grantee's estate is entitled to accelerated vesting of the unvested RSUs upon the Grantee's termination due to total disability or death. In the event of a Change in Control, accelerated vesting of the unvested RSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. Notwithstanding anything in the EICP or this Notice of Special Award to the contrary, if the Grantee is terminated for Cause (as defined in the EICP) from the Company prior to payment pursuant to paragraph 6, 4, all of the PSUs RSUs will immediately and automatically automatically, without any action on the part of the Grantee or the Company, be forfeited by the Grantee.
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Vesting Dates.
On the second anniversary of the Grant Date (such second anniversary, the "Vesting Date"), the Grantee The grantee shall vest in the number of
PSUs earned based on RSUs corresponding with each date described in the
Grantee's actual performance during the Performance Cycle relative to each performance metric, next sentence (each a "Vesting Date") provided that the
Grantee grantee has remained in continuous employment with the Company
or a Subsidiary from the Grant Date through such
date date. Of ...the total RSUs awarded to the grantee on the Grant Date ("Total Award"), twenty-five percent (25%) of the Total Award will become vested thirteen months after the Grant Date; an additional twenty-five percent (25%) of the 1 Total Award will become vested on the second anniversary of the Grant Date; an additional twenty-five percent (25%) of the Total Award will become vested on the third anniversary of the Grant Date; and has accepted an additional and agreed to all terms final twenty-five percent (25%) of the Total Award will become vested on the fourth anniversary of the Grant Date, except in Canada where thirty-three and conditions in this agreement. one-third percent (33 1/3%) of the Total Award will become vested thirteen months after the Grant Date; an additional thirty-three and one-third percent (33 1/3%) of the Total Award will become vested on the second anniversary of the Grant Date; and an additional and final thirty-three and one-third percent (33 1/3%) of the Total Award will become vested on the third anniversary of the Grant Date. In the event of a Change in Control, accelerated vesting of PSUs, the unvested RSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. Plan. In accordance with paragraph 15 of the EICP, Plan, if the PSUs unvested RSUs are assumed or replaced, or remain outstanding, such that the PSUs RSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, Plan, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs RSUs which shall then constitute a Replaced Award as defined in the EICP. Plan. However, if within two (2) years following the Change in Control and prior to the Vesting Date, Grantee's Control, grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), Cause, by the Grantee grantee for Good Reason (as defined in the EICP), Reason, as a result of Grantee 's grantee's death or as a result of Grantee grantee becoming Disabled, the Grantee 2 grantee shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. termination. Notwithstanding the foregoing, if the Committee determines that the PSUs any remaining unvested RSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee grantee shall immediately vest in such RSUs upon the PSUs and receive payment in accordance with the provisions occurrence of the EBPP applicable to Grantee. Change in Control, and the date of such Change in Control shall be a Vesting Date under this paragraph 3. If prior to the a Vesting Date, the Grantee's grantee's employment with the Company and its Subsidiaries terminates for any reason, then the PSUs unvested RSUs (and any related Dividend Equivalent Rights) subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's grantee's employment unless the Grantee grantee is entitled to any accelerated vesting with respect to of the PSUs unvested RSUs under the terms of the EICP Plan or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, 9(E) below, in which case such accelerated vesting of the PSUs unvested RSUs will be in accordance with the terms of this Notice of Special Award or the applicable plan, agreement or local law. Notwithstanding anything in the EICP Plan or this Notice of Special Award to the contrary, if the Grantee grantee is terminated for Cause (as defined in the EICP) from the Company and its Subsidiaries prior to payment pursuant to paragraph 6, 5, all of the PSUs RSUs will immediately and automatically without any action on the part of the Grantee grantee or the Company, be forfeited by the Grantee. grantee.
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Vesting Dates.
On the second anniversary of the Grant Date (such second anniversary, the "Vesting Date"), the The Grantee shall vest in the number of
PSUs earned based on RSUs corresponding with each date described in the
Grantee's actual performance during the Performance Cycle relative to each performance metric, next sentence (each a "Vesting Date") provided that the Grantee has remained in continuous employment with the Company from the Grant Date through such
date Vesting Date and has accepted and agreed
...to all terms and conditions in of this agreement. Of the total RSUs awarded to the Grantee on the Grant Date ("Total Award"), twenty-five percent (25%) of the Total Award will become vested thirteen months after the Grant Date; an additional twenty-five percent (25%) of the Total Award will become vested on the second anniversary of the Grant Date; an additional twenty-five percent (25%) of the Total Award will become vested on the third anniversary of the Grant Date; and an additional and final twenty-five percent (25%) of the Total Award will become vested on the fourth anniversary of the Grant Date, except in Canada where thirty-three and one-third percent (33 1/3%) of the Total Award will 2 become vested thirteen months after the Grant Date; an additional thirty-three and one-third percent (33 1/3%) of the Total Award will become vested on the second anniversary of the Grant Date; and an additional and final thirty-three and one-third percent (33 1/3%) of the Total Award will become vested on the third anniversary of the Grant Date. In the event of a Change in Control, accelerated vesting of PSUs, the unvested RSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. In accordance with paragraph 15 of the EICP, if the PSUs unvested RSUs are assumed or replaced, or remain outstanding, such that the PSUs RSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs RSUs which shall then constitute a Replaced Award as defined in the EICP. However, if within two (2) years following the Change in Control and prior to the Vesting Date, Control, Grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), by the Grantee for Good Reason (as defined in the EICP), Reason, as a result of Grantee 's Grantee's death or as a result of Grantee becoming Disabled, the Grantee 2 shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. termination. Notwithstanding the foregoing, if the Committee determines that the PSUs any remaining unvested RSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee shall immediately vest in such RSUs upon the PSUs and receive payment in accordance with the provisions occurrence of the EBPP applicable to Grantee. Change in Control, and the date of such Change in Control shall be a Vesting Date under this paragraph 3. If prior to the a Vesting Date, the Grantee's employment with the Company terminates for any reason, then the PSUs unvested RSUs (and any related Dividend Equivalent Rights) subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's employment unless the Grantee is entitled to any accelerated vesting with respect to of the PSUs unvested RSUs under the terms of the EICP or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, 12(G) below, in which case such accelerated vesting of the PSUs unvested RSUs will be in accordance with the terms of this Notice of Special Award or the applicable plan, agreement or local law. Notwithstanding anything in the EICP or this Notice of Special Award to the contrary, if the Grantee is terminated for Cause (as defined in the EICP) from the Company prior to payment pursuant to paragraph 6, 5, all of the PSUs RSUs will immediately and automatically without any action on the part of the Grantee or the Company, be forfeited by the Grantee.
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Vesting Dates.
On the second anniversary of the Grant Date (such second anniversary, the "Vesting Date"), the The Grantee shall vest in the number of
PSUs earned based on RSUs corresponding with each date described in the
Grantee's actual performance during the Performance Cycle relative to each performance metric, next sentence (each a "Vesting Date") provided that the Grantee has remained in continuous employment with the Company from the Grant Date through such
date Vesting Date and has accepted and agreed
...to all terms and conditions in of this agreement. Of the total RSUs awarded to the Grantee on the Grant Date ("Total Award"), twenty-five percent (25%) of the Total Award will become vested thirteen months after the Grant Date; an additional twenty-five percent (25%) of the Total Award will become vested on the second anniversary of the Grant Date; an additional twenty-five percent (25%) of the Total Award will become vested on the third anniversary of the Grant Date; and an additional and final twenty-five percent (25%) of the Total Award will become vested on the fourth anniversary of the Grant Date, except in Canada where thirty-three and one-third percent (33 1/3%) of the Total Award will become vested thirteen months after the Grant Date; an additional thirty-three and one-third percent (33 1/3%) of the Total Award will become vested on the second anniversary of the Grant Date; and an additional and final thirty-three and one-third percent (33 1/3%) of the Total Award will become vested on the third anniversary of the Grant Date. In the event of a Change in Control, accelerated vesting of PSUs, the unvested RSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. In accordance with paragraph 15 of the EICP, if the PSUs unvested RSUs are assumed or replaced, or remain outstanding, such that the PSUs RSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs RSUs which shall then constitute a Replaced Award as defined in the EICP. However, if within two (2) years following the Change in Control and prior to the Vesting Date, Control, Grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), by the Grantee for Good Reason (as defined in the EICP), Reason, as a result of Grantee 's Grantee's death or as a result of Grantee becoming Disabled, the Grantee 2 shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. termination. Notwithstanding the foregoing, if the Committee determines that the PSUs any remaining unvested RSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee shall immediately vest in such RSUs upon the PSUs and receive payment in accordance with the provisions occurrence of the EBPP applicable to Grantee. Change in Control, and the date of such Change in Control shall be a Vesting Date under this paragraph 3. If prior to the a Vesting Date, the Grantee's employment with the Company terminates for any reason, then the PSUs unvested RSUs (and any related Dividend Equivalent Rights) subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's employment unless the Grantee is entitled to any accelerated vesting with respect to of the PSUs unvested RSUs under the terms of the EICP or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, 12(G) below, in which case such accelerated vesting of the PSUs unvested RSUs will be in accordance with the terms of this Notice of Special Award or the applicable plan, agreement or local law. Notwithstanding anything in the EICP or this Notice of Special Award to the contrary, if the Grantee is terminated for Cause (as defined in the EICP) from the Company prior to payment pursuant to paragraph 6, 5, all of the PSUs RSUs will immediately and automatically without any action on the part of the Grantee or the Company, be forfeited by the Grantee.
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Vesting Dates.
On the second anniversary of the Grant Date (such second anniversary, the "Vesting Date"), the The Grantee shall vest in the number of
PSUs earned based on RSUs corresponding with each date described in the
Grantee's actual performance during the Performance Cycle relative to each performance metric, next sentence (each a "Vesting Date") provided that the Grantee has remained in continuous employment with the Company from the Grant Date through such
date Vesting Date and has accepted and agreed
...to all terms and conditions in of this agreement. Of the total RSUs awarded to the Grantee on the Grant Date ("Total Award"), twenty-five percent (25%) of the Total Award will become vested thirteen months after the Grant Date; an additional twenty-five percent (25%) of the Total Award will become vested on the second anniversary of the Grant Date; an additional twenty-five percent (25%) of the Total Award will become vested on the third anniversary of the Grant Date; and an additional and final twenty-five percent (25%) of the Total Award will become vested on the fourth anniversary of the Grant Date, except in Canada where thirty-three and one-third percent (33 1/3%) of the Total Award will become vested thirteen months after the Grant Date; an additional thirty-three and one-third percent (33 2 1/3%) of the Total Award will become vested on the second anniversary of the Grant Date; and an additional and final thirty-three and one-third percent (33 1/3%) of the Total Award will become vested on the third anniversary of the Grant Date. In the event of a Change in Control, accelerated vesting of PSUs, the unvested RSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. In accordance with paragraph 15 of the EICP, if the PSUs unvested RSUs are assumed or replaced, or remain outstanding, such that the PSUs RSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs RSUs which shall then constitute a Replaced Award as defined in the EICP. However, if within two (2) years following the Change in Control and prior to the Vesting Date, Control, Grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), by the Grantee for Good Reason (as defined in the EICP), Reason, as a result of Grantee 's Grantee's death or as a result of Grantee becoming Disabled, the Grantee 2 shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. termination. Notwithstanding the foregoing, if the Committee determines that the PSUs any remaining unvested RSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee shall immediately vest in such RSUs upon the PSUs and receive payment in accordance with the provisions occurrence of the EBPP applicable to Grantee. Change in Control, and the date of such Change in Control shall be a Vesting Date under this paragraph 3. If prior to the a Vesting Date, the Grantee's employment with the Company terminates for any reason, then the PSUs unvested RSUs (and any related Dividend Equivalent Rights) subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's employment unless the Grantee is entitled to any accelerated vesting with respect to of the PSUs unvested RSUs under the terms of the EICP or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, 12(G) below, in which case such accelerated vesting of the PSUs unvested RSUs will be in accordance with the terms of this Notice of Special Award or the applicable plan, agreement or local law. Notwithstanding anything in the EICP or this Notice of Special Award to the contrary, if the Grantee is terminated for Cause (as defined in the EICP) from the Company prior to payment pursuant to paragraph 6, 5, all of the PSUs RSUs will immediately and automatically without any action on the part of the Grantee or the Company, be forfeited by the Grantee.
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Vesting Dates.
On The Grantee shall become 100% vested in the
second RSUs on the third anniversary of the Grant Date (such
second third anniversary, the "Vesting
Date"), the Grantee shall vest in the number of PSUs earned based on the Grantee's actual performance during the Performance Cycle relative to each performance metric, Date"); provided that the Grantee has remained in continuous employment with the Company from the Grant Date through such
date Vesting Date and has accepted and agreed to all terms and
...conditions in this agreement. In the event of a Change in Control, vesting of PSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. In accordance with paragraph 15 of the EICP, if the PSUs are assumed or replaced, or remain outstanding, such that the PSUs as assumed, replaced or continued qualify as a Replacement Award under paragraph 15 of the EICP, the occurrence of the Change in Control shall not affect the vesting or payment of the PSUs which shall then constitute a Replaced Award as defined in the EICP. However, if within two (2) years following the Change in Control and prior to the Vesting Date, Grantee's employment is terminated by the Company for any reason other than for Cause (as defined in the EICP), by the Grantee for Good Reason (as defined in the EICP), as a result of Grantee 's death or as a result of Grantee becoming Disabled, the Grantee 2 shall immediately vest in the Replacement Award upon such termination based on the provisions of The Hershey Company Executive Benefits Protection Plan ("EBPP") applicable to Grantee. Notwithstanding the foregoing, if the Committee determines that the PSUs are not replaced in connection with a Change in Control with awards meeting the requirements for Replacement Awards, the Grantee shall vest in the PSUs and receive payment in accordance with the provisions of the EBPP applicable to Grantee. If prior to the Vesting Date, the Grantee's employment with the Company terminates for any reason, then all of the PSUs RSUs (and any related Dividend Equivalent Rights) subject to this Notice of Special Award shall terminate and be completely forfeited on the date of such termination of the Grantee's employment unless the Grantee is entitled to any accelerated vesting with respect to of the PSUs RSUs under the terms of the EICP or other Company-sponsored plan or agreement or as described in this paragraph 3 relating to a Change in Control, paragraph 4 below relating to special vesting conditions or paragraph 13(G) below relating to Foreign Nationals, 11(F) below, in which case such accelerated vesting of the PSUs RSUs will be in accordance with the terms of this Notice of Special Award or the applicable plan, agreement or local law. Under the terms of the EICP, the Grantee or the Grantee's estate is entitled to accelerated vesting of the RSUs upon the Grantee's termination due to total disability or death. In the event of a Change in Control, accelerated vesting of the RSUs, if any, shall be determined in accordance with paragraph 15 of the EICP. Notwithstanding anything in the EICP or this Notice of Special Award to the contrary, if the Grantee is terminated for Cause (as defined in the EICP) from the Company prior to payment pursuant to paragraph 6, 4, all of the PSUs RSUs will immediately and automatically automatically, without any action on the part of the Grantee or the Company, be forfeited by the Grantee.
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