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 E
