EXHIBIT 10 (jj)
HASBRO, INC.
DIRECTOR’S INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is entered into
between Hasbro, Inc., a Rhode Island corporation (the
“Corporation”), and
(the “Director”).
Introductory Statement
The Director is currently serving as
a director of the Corporation, and the Corporation desires that the
Director continue to serve in that capacity. The Director is
willing, under certain circumstances, to continue in such
capacity.
In addition to the indemnification to
which the Director is entitled pursuant to the By-laws of the
Corporation, the Corporation has provided at its expense
directors’ and officers’ liability insurance protecting
the Director in connection with such service. The directors’
and officers’ liability insurance excludes or limits coverage
for certain types of claims and is limited in the amount of its
coverage.
The Corporation and the Director have
concluded that the protection available under the
Corporation’s By-laws and the directors’ and
officers’ liability insurance now in effect needs to be
supplemented to more fully protect the Director against the risks
associated with the Director’s service to the
Corporation.
In order to induce the Director to
continue to serve as a director, the Corporation has agreed to
provide the Director with the benefits contemplated by this
Agreement.
In consideration of the provision of
these benefits and by the execution of this Agreement, the Director
agrees to continue to serve as a director of the Corporation.
IT IS MUTUALLY AGREED by the parties
hereto as follows:
1. Definitions. As used
herein, the following terms will have the following meanings:
“Act” shall mean the
Rhode Island Business Corporation Act, as amended.
“1934 Act” shall mean the
Securities Exchange Act of 1934, as amended.
“Change in Control” shall
mean any of the following events:
(i) The
acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the 1934 Act) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of 20% or more of either (i) the then outstanding
shares of the common stock of the Corporation (the
“Outstanding Stock”) or (ii) the combined voting
power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the
“Outstanding Voting Securities”); provided,
however , that the following acquisitions shall not constitute
a Change in Control:
(a) any acquisition directly from the
Corporation or any of its subsidiaries;
(b) any acquisition by the
Corporation or any of its subsidiaries;
(c) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Corporation or any of its subsidiaries;
(d) any acquisition by Alan or Sylvia
Hassenfeld, members of their respective immediate families, or
heirs of Alan or Sylvia Hassenfeld or of any member of their
respective immediate families, the Sylvia Hassenfeld Trust, the
Merrill Hassenfeld Trust, the Stephen Hassenfeld Trust, the Alan
Hassenfeld Trust, The Hassenfeld Foundation, any trust or
foundation established by or for the primary benefit of any of the
foregoing or controlled by one or more of any of the foregoing, or
any affiliates or associates (as such terms are defined in
Rule 12b-2 promulgated under the 1934 Act) of any of the
foregoing; or
(e) any acquisition by any
corporation with respect to which, following such acquisition, more
than 60% of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and the Outstanding Voting
Securities immediately prior to such acquisition in substantially
the same proportions as their ownership, immediately prior to such
acquisition, of the Outstanding Stock and Outstanding Voting
Securities, as the case may be; or
(ii) Individuals who, as of the effective date of this
Agreement, constitute the Board of Directors of the Corporation
(the “Incumbent Board”) ceasing for any reason to
constitute at least a majority of the Board; provided,
however , that any individual becoming a director subsequent to
the effective date of this Agreement whose election, or nomination
for election by the Corporation’s shareholders, was approved
by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of
Regulation 14A
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promulgated
under the 1934 Act) or other actual or threatened solicitation of
proxies or consents; or
(iii) Approval by the shareholders of the Corporation of a
reorganization, merger or consolidation, in each case, with respect
to which all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding
Stock and Outstanding Voting Securities immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly
or indirectly, more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such reorganization, merger or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger or consolidation, of the
Outstanding Stock and Outstanding Voting Securities, as the case
may be; or
(iv) Approval by the shareholders of the Corporation of
(a) a complete liquidation or dissolution of the Corporation
or (b) the sale or other disposition of all or substantially
all of the assets of the Corporation, other than to a corporation,
with respect to which following such sale or other disposition,
more than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Stock
and Outstanding Voting Securities, as the case may be.
“Covered
Act” means any actual or alleged breach of duty, neglect,
error, misstatement, misleading statement, or other act or omission
by the Director in the Director’s capacity as a director of
the Corporation, including, without being limited to, the
Director’s service on any committee of the Board of Directors
of the Corporation or service, at the request of the Corporation,
as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, limited liability company,
partnership, joint venture, trust, other enterprise, employee
benefit plan or other entity.
“Disinterested Director” means a director of the
Corporation who is not a party to the Proceeding in respect of
which indemnification or advancement of Expenses is sought by the
Director.
“Excluded
Claim” has the meaning set forth in Section 5
hereof.
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“Expenses” means all costs and expenses (including,
without limitation, fees and expenses of counsel, retainers,
accounting or investigative fees and expenses, costs, transcript
fees, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage and
delivery service fees) incurred by the Director in connection with
prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise
participating in, a Proceeding. Expenses shall include expenses
incurred in connection with any appeal resulting from any
Proceeding including, without limitation, the premium, security for
and other costs relating to any cost bond, supersedeas bond or
other appeal bond or its equivalent.
“Independent Counsel” means a law firm, or a member of
a law firm, that is experienced in matters of corporate law and
neither currently is, nor in the five years previous to its
selection or appointment has been, retained to represent
(i) the Corporation (including any predecessor or successor
entity or any affiliate of the Corporation) or the Director in any
matter material to either such party (provided that acting as an
Independent Counsel under this Agreement or in a similar capacity
with respect to any other indemnification arrangements between the
Corporation and its present and former directors shall not be
deemed a representation of the Corporation or the Director) or
(ii) any other party to Proceedings related to the Covered
Act(s) giving rise to a claim for indemnification. Notwithstanding
the foregoing, Independent Counsel shall not include any person
who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing
either the Corporation or the Director in an action to determine
the Director’s rights under this Agreement.
If a Change in
Control of the Corporation shall not have occurred, Independent
Counsel will be selected by (A) a majority vote of the
Disinterested Directors, or (B) if a quorum of Disinterested
Directors does not exist, by majority vote of a committee,
consisting of two or more Disinterested Directors, which committee
is designated by a majority vote of the full Board of Directors,
including interested directors or (C) if such a committee
cannot be established, by a majority vote of the full Board of
Directors (in which selection all directors, whether or not
Disinterested Directors, and including the Director, may
participate). If a Change in Control shall have occurred, the
Independent Counsel shall be selected by the Director (unless the
Director requests that the selection shall be made pursuant to the
preceding sentence as though no Change in Control occurred).
Whichever of the Corporation or the Director has the right to
select Independent Counsel in the situation at issue will notify
the other of such selection.
Following
receipt of notice of the selection of Independent Counsel, the
party receiving the notice may, within 10 calendar days, deliver to
the other party a written objection to such selection; provided
that such objection may be asserted, irrespective of who selected
the Independent Counsel, only on the ground that either the
Independent Counsel selected (A) does not meet the
requirements of
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“Independent Counsel” as defined above or (B) is
otherwise not well qualified to serve as Independent Counsel, and,
in either case, the objection shall set forth with particularity
the factual basis of such assertion. Absent a timely objection, the
person selected shall act as Independent Counsel. If a timely
objection is made, the person selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of
competent jurisdiction has determined that such objection is
without merit.
“Loss” means any amount which the Director is legally
obligated to pay arising from, relating to or as a result of any
claim, demand, or Proceeding made against the Director for Covered
Acts including, without being limited to, judgments for, and awards
of, damages, or amounts paid in settlement of any claim, any fine
or penalty or, with respect to an employee benefit plan, any excise
tax or penalty, and other liabilities (including all interest,
assessments and other charges paid or payable in connection with or
in respect of any such amounts).
“Proceeding” means any threatened, pending or completed
action, suit or other proceeding (which shall include an
arbitration or other alternate dispute resolution mechanism or an
inquiry, investigation or administrative hearing), whether civil,
criminal, administrative or investigative in nature (including any
appeal therefrom) and whether instituted by or on behalf of the
Corporation or any other party, in any such case, in which the
Director was, is or may be involved as a party or otherwise by
reason of the Director’s status as a current or former
director, officer, employee or agent of the Corporation, including,
without being limited to, a Director’s service on any
committee of the Board of Directors of the Corporation or service,
at the request of the Corporation, as a director, officer, partner,
trustee, employee or agent of another foreign or domestic
corporation, limited liability company, partnership, joint venture,
trust, other enterprise, employee benefit plan or other entity (in
each case, whether or not serving in such capacity at the time any
Loss or Expense is incurred for which indemnification or
advancement of Expenses can be provided under this Agreement), or
any inquiry or investigation that the Director in good faith
believes might lead to the institution of any such action, suit or
other proceeding; provided, however, that the term
“Proceeding” shall not include an action, suit or other
proceeding contemplated by Section 14.
2. Indemnification. To
the maximum extent permitted by the Act, the Corporation will
(a) indemnify the Director and hold the Director harmless from
any Loss and (b) reimburse the Director for the
Director’s Expenses.
3. Continuation as a
Director. The Director agrees to continue to serve as a
director of the Corporation to the best of the Director’s
ability until the expiration or earlier termination of the
Director’s term of office or until the Director tenders his
or her resignation in writing.
4. Advance Payment of
Expenses.
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