|
EXHIBIT 10.1
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is
effective as of May 22, 2008 (the “Effective Date”), by
and between Hasbro, Inc., a Rhode Island corporation with a
principal place of business at 1011 Newport Avenue, Pawtucket, RI
02862 (“Hasbro”), and Brian Goldner, an individual with
a residence at 387 Washington Road, Barrington, RI 02806 (the
“Executive”).
WHEREAS, Hasbro and Executive entered into an Employment Agreement
effective January 20, 2006 in connection with Executive’s
elevation to the position of Chief Operating Officer;
WHEREAS, Executive will be elevated to the position of President
and Chief Executive Officer effective May 22, 2008, and the parties
wish to enter into an Amended and Restated Employment Agreement in
connection with Executive’s assumption of his new
responsibilities;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
TERM OF EMPLOYMENT. The term of this Agreement shall commence
on the Effective Date, and unless extended pursuant to the
provisions of this Section or terminated pursuant to the provisions
of Section 4 of this Agreement, shall end on May 21, 2011 (the
“Term”). Notwithstanding the foregoing, the Term
shall continue to automatically be extended for periods of one (1)
year so long as neither party provides written notice to the other
of its intent to terminate by a date which is at least one hundred
and eighty (180) days prior to the then-current expiration date of
the Agreement.
2.
TITLE. Executive shall serve as President and Chief Executive
Officer, and agrees to undertake the duties and responsibilities
described herein and such other duties and responsibilities as are
deemed appropriate by Hasbro’s Board of Directors.
Executive agrees to devote his entire business time,
attention and energies to the business and interests of Hasbro
during the Term. Executive agrees to comply with all
applicable Hasbro policies that are in effect during the Term.
3.
COMPENSATION AND BENEFITS.
3.1 SALARY. For the portion of the 2008
calendar year beginning as of the Effective Date, Hasbro shall pay
to Executive an annualized base salary of One Million Dollars
($1,000,000) in biweekly installments, less all applicable taxes
and withholdings. Beginning in or about February of 2009, and
in each year thereafter that this Agreement is in effect,
Executive’s salary shall be reviewed in accordance with
Hasbro’s compensation guidelines for senior executives, and
adjusted to the extent, if any, deemed appropriate by
Hasbro’s Compensation Committee and Board of Directors.
3.2 MANAGEMENT INCENTIVE PLAN BONUS. For the
2008 fiscal year, Executive shall be eligible to receive a
management incentive plan bonus based on a target of one hundred
and twenty-five percent (125%) of Executive’s earned base
salary for the incentive year. Beginning in 2009, and for
each fiscal year thereafter that this Agreement is in effect,
Executive’s target bonus shall be reviewed in accordance with
Hasbro’s compensation philosophy, market conditions and other
factors deemed relevant by the Compensation Committee, and adjusted
to the extent, if any, deemed appropriate by Hasbro’s
Compensation Committee. Actual bonus awards shall be
determined in the discretion of Hasbro’s Compensation
Committee pursuant to the terms of Hasbro’s Senior Management
Annual Performance Plan (or the successor thereto) (the
”SMPP”).
3.3 EQUITY GRANT. Hasbro intends to grant
Executive Two Million Dollars ($2,000,000) worth of Hasbro
restricted stock units (RSU’s), pursuant to the terms of
Hasbro’s 2003 Stock Incentive Performance Plan (the
“SIPP”), effective upon the date such award is approved
by the Hasbro Compensation Committee. The precise number of
RSU’s to be granted will be determined by dividing 2,000,000
by the average of the high and low sales prices of Hasbro’s
common stock on May 22, 2008, and rounded to the nearest whole
number. The RSU’s shall vest in one installment on the
third anniversary of the effective date of the grant, shall be
governed by the terms of the SIPP, and shall be conditioned upon
Executive’s execution of Hasbro’s standard form of
restricted stock unit agreement. Executive hereby elects to
defer receipt of the RSU’s and any associated dividends until
such date as he is no longer employed by Hasbro, or, if required to
comply with the rules of Section 409A of the Internal Revenue Code
(“Section 409A”), six (6) months following
“separation from service” as defined under Section
409A. Executive shall not be entitled to any voting rights
with respect to the RSU’s. Hasbro shall credit
Executive’s deferred compensation account in the amount of
any dividends accruing with respect to the RSU’s, with the
understanding that such dividends shall begin to accrue as of the
first record date following the vesting of said RSU’s.
3.4 OTHER LONG-TERM INCENTIVES. Executive
shall participate in Hasbro’s long-term incentive program,
with awards to be made in the form and amounts determined by
Hasbro’s Compensation Committee.
3.5 FRINGE BENEFITS. Executive shall be
entitled to participate in benefit programs that Hasbro establishes
and makes available to its senior officers to the extent that
Executive’s position, tenure, salary and other qualifications
make Executive eligible to participate, including but not limited
to Hasbro’s group life insurance, short and long term
disability insurance, vacation, medical, dental, defined
contribution and deferred compensation programs for salaried
executives, as in effect from time-to-time.
3.6 CHANGE OF CONTROL AGREEMENT. Hasbro and
the Executive have entered into a Change of Control Agreement dated
March 18, 2000 (the “Change of Control Agreement”), and
nothing in this Agreement shall be read to modify, cancel or
supersede the Change of Control Agreement or the provisions
thereof.
4.
EMPLOYMENT TERMINATION. This Agreement and Executive’s
employment shall terminate upon the occurrence of any of the
following:
4.1 At the election of Hasbro, for Cause,
immediately upon written notice to Executive by Hasbro. For
the purposes of this Section 4.1, termination for
“Cause” shall be deemed to exist upon (a)
Executive’s refusal to perform (i) Executive’s assigned
duties for Hasbro; or (ii) Executive’s obligations under this
Agreement; (b) conduct of the Executive involving fraud, gross
negligence or willful misconduct or other action which damages the
reputation of Hasbro; (c) Executive’s indictment for or
conviction of, or the entry of a pleading of guilty or nolo
contendere by Executive to, any crime involving moral turpitude or
any felony; (d) Executive’s fraud, embezzlement or other
intentional misappropriation from Hasbro; or (e) Executive’s
material breach of any material policies, rules or regulations of
employment which may be adopted or amended from time to time by
Hasbro. Hasbro shall provide Executive notice in writing of
any alleged violation of (a) or (e) above, after which Executive
shall have thirty (30) days to cure such violation.
Hasbro’s financial performance or the financial
performance of operating units for which Executive is responsible
shall not constitute a basis for Hasbro to terminate Executive for
Cause or refuse to provide any severance benefits under this
Agreement;
4.2 Thirty (30) days after Executive’s death
or Disability. As used in this Agreement, the term
“Disability” shall mean Executive’s inability,
due to a physical or mental disability, for a period of 180
consecutive days, to perform the services contemplated under this
Agreement, with or without reasonable accommodation. A
determination of Disability shall be made by a physician
satisfactory to both Executive and Hasbro, provided that if
Executive and Hasbro do not agree on a physician, Executive and
Hasbro shall each select a physician and these together shall
select a third physician, whose determination as to Disability
shall be binding on all parties;
4.3 At the election of either party without Cause,
upon sixty (60) days prior written notice to the other party
hereto; or
4.4 At Executive’s election with Good
Reason. For purposes of this Agreement, “Good
Reason” shall mean termination by Executive of his
employment, upon thirty (30) days written notice, for any of the
following reasons: (a) a material reduction in Executive’s
base salary or target bonus, without his consent, unless such
reduction is due to a generally applicable reduction in the
compensation of Hasbro’s senior executives, or (b) an
organizational change in which Executive no longer serves as
President and Chief Executive Officer of Hasbro; provided, however,
that Executive may not terminate his employment for “Good
Reason” unless he; (a) gives written notice of his intent to
terminate his employment under this provision (including the
reasons therefor) within thirty (30) days of the event giving rise
to the right to terminate, and (b) Hasbro fails to cure the
material reduction or restore Executive’s title within thirty
(30) days of its receipt of the written notice.
5.
EFFECT OF TERM
|
