EXHIBIT 10.2
RESTRICTED STOCK UNIT
AGREEMENT
THIS AGREEMENT, entered into effective as
of the Grant Date (as defined in Section 1), is made by and between
the Participant (as defined in Section 1) and Hasbro,
Inc. (the “Company”).
WITNESSETH THAT
:
WHEREAS, the Company maintains the 2003
Stock Incentive Performance Plan (the “Plan”), a copy
of which is annexed hereto as Exhibit A and the provisions of which
are incorporated herein as if set forth in full, and the
Participant has been selected by the Compensation Committee of the
Board of Directors of the Company (the “Committee”),
which administers the Plan, to receive an award of restricted stock
units under the Plan;
NOW, THEREFORE, IT IS AGREED, by and
between the Company and the Participant, as follows:
1.
Terms of Award . The following terms used in this Agreement
shall have the meanings set forth in this Section 1:
A.
The “Participant” is
Brian Goldner.
B.
The “Grant Date” is May 22,
2008.
C.
The “Vesting Period” is
the period beginning on the Grant Date and ending on May 22, 2011
(the “Vesting Date”).
D.
The number of restricted stock units
(“Stock Units”) awarded under this Agreement shall be
fifty-seven thousand seven hundred and eighty-seven (57,787) Stock
Units. Stock Units are fictional shares of the
Company’s common stock, par value $.50 per share
(“Common Stock”) granted under this Agreement and
subject to the terms of this Agreement and the Plan.
E.
For record-keeping purposes only, the
Company shall maintain an account (a “Stock Unit
Account”) for the Participant where Stock Units shall be
accumulated and accounted for. Without limiting the
provisions of Section 8 of the Plan, in the event the Company pays
a stock dividend or reclassifies or divides or combines its
outstanding Common Stock then an appropriate adjustment shall be
made in the hypothetical number of shares of Common Stock held in
the Stock Unit Account. The Stock Unit Account will reflect
fictional fractional shares of Common Stock to the nearest
hundredth of a share.
Other terms used in this Agreement are
defined pursuant to Section 7 or elsewhere in this
Agreement.
2.
Award . The Participant is hereby granted the number
of Stock Units set forth in Section 1.
3.
Dividends and Voting Rights
. The Participant shall not be
entitled to any voting rights with respect to the Stock Units or
Stock Unit Account. Prior to the Vesting Date, or any such
earlier date that the right to the Stock Units vests in accordance
with Section 4 of this Agreement, the Participant shall not be
entitled to any dividend rights with respect to the Stock Units.
However, beginning with the first dividend record date
following the Vesting Date, or following such earlier date of
vesting of the Stock Units, the Participant shall be entitled to
have the value of any dividends declared, which would have been
payable on the number of shares of actual Common Stock issuable
under the Stock Units, credited to the Participant’s deferred
compensation account with the Company.
4.
Vesting and Forfeiture of
Units .
A. Subject to earlier vesting (i)
as is set forth in the following paragraph in the event of a Change
in Control (as defined below), or (ii) as may be set forth in the
Amended and Restated Employment Agreement entered into between the
Participant and the Company as of the Grant Date (the
“Employment Agreement”), then at the end of the Vesting
Period, the Participant shall become vested in the Stock Units and
the Stock Unit Account.
B. The Participant shall become
vested in the Stock Units and the Stock Unit Account as of the date
of a Change in Control, if the Change in Control occurs prior to
the end of the Vesting Period.
C. Except as may be otherwise set
forth in any of the Employment
