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EXHIBIT 10.3
Non-Competition and Non-Solicitation
Agreement
This Non-Competition and Non-Solicitation Agreement (the
"Agreement"), dated as of _______________, 2006 is entered into by
and between Hasbro, Inc., a Rhode Island corporation with a
principal place of business at 1027 Newport Avenue, Pawtucket, RI
02862 (the "Company") and <<Name>> an individual
with a residence at <<Address>> (the "Employee").
WHEREAS, the Employee is a valued employee of the Company;
WHEREAS, the Employee has been offered a Contingent Stock
Performance Award and a Non-Qualified Stock Option Grant,
(collectively, the "Award") pursuant to the Company’s 2003
Stock Incentive Performance Plan, as amended (the "Plan") on or
about July 27, 2006 and as further described in that certain
Contingent Stock Performance Award Agreement and Stock Option
Agreement by and between Employee and the Company.
WHEREAS, the Company desires to secure from the Employee certain
non-competition and non-solicitation covenants in exchange for the
granting of the Award.
NOW, THEREFORE, in consideration of these premises and other
good and valuable consideration, the receipt of which is hereby
acknowledged, the Employee and Company agree as follows:
WITNESSETH
1. Non-Competition/Non-Solicitation .
(a)
In consideration of the Award, the Employee agrees that while
employed by the Company and for a period of one (1) year after
Employee’s Date of Termination (as defined below), the
Employee will not directly or indirectly engage in any business or
enterprise (whether as an owner, partner, officer, employee,
director, investor, lender, consultant, independent contractor or
otherwise, except as the holder of not more than one percent (1%)
of the combined voting power of the outstanding stock of a publicly
held company) that directly or indirectly develops, designs,
manufactures, markets or sells toys or games of any kind or
nature.
(b)
The geographic scope of this Section 1 shall extend to anywhere
the Company or any of its subsidiaries or affiliates is doing
business at the time of the Employee’s termination or
cessation of employment with the Company.
(c)
Either alone or in association with others, the Employee agrees
that while employed by the Company and for a period of one (1) year
after Employee’s Date of Termination (as defined below), the
Employee shall not solicit or permit any person or organization
directly or indirectly to solicit, any individual who at the time
of the solicitation is, or who within the six (6) month period
prior to such solicitation was, an employee of the Company to leave
the employ of the Company or terminate his/her relationship with
the Company.
(d)
The Employee acknowledges that
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