Hasbro Inc – ‘10-K405’ for 12/26/99 – EX-10

On:  Friday, 3/24/00   ·   For:  12/26/99   ·   Accession #:  46080-0-3   ·   File #:  1-06682   ·   Correction:  This Filing was Corrected by the SEC on 3/29/00. ®

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     10-K Document                                         38    189K 
 3: EX-4        Exhibit 4 (B)(Ii)                                      7±    33K 
 2: EX-4        Exhibit 4(B)(I)                                       79±   360K 
 4: EX-10       Exhibit 10 (Ff)                                        7±    35K 
 5: EX-10       Exhibit 10 (Ss)                                        9±    46K 
 6: EX-11       Statement re: Computation of Earnings Per Share        1      7K 
 7: EX-12       Statement re: Computation of Ratios                    1      6K 
 8: EX-13       Annual or Quarterly Report to Security Holders        41±   174K 
 9: EX-21       Subsidiaries of the Registrant                         2±     9K 
10: EX-23       Consent of Experts or Counsel                          1      8K 
11: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-10   —   Exhibit 10 (Ss)
Exhibit Table of Contents

                        EXHIBIT 10(ss)

December 30, 1999                                                               

Mr. John T. O'Neill                                                             
28 Narragansett Bay Avenue                                                      
Warwick, RI  02889                                                              

Dear John:                                                                      

In connection with your retirement from employment with Hasbro,                 
Inc. (the "Company"), on December 31, 1999, the "Company" will                  
pay you the basic early retirement benefits described in Section                
2 of the attached "Description of Early Retirement Benefits" if                 
you do not sign and return this letter postmarked by February 22,               
2000.                                                                           

If you timely sign and return this letter, the Company will pay                 
and provide you the enhanced early retirement benefits subject to               
the terms and conditions outlined in Section 1 of the attached                  
"Description of Early Retirement Benefits".   By signing and                    
returning this letter you will be agreeing to the terms and                     
conditions set forth in the numbered paragraphs below, including                
the release of claims set forth in paragraph 2.  You should                     
consult with your own attorney before signing this letter.                      

If after reviewing this letter with your attorney, you find the                 
terms and conditions are satisfactory to you, you should sign and               
return this letter to Bob Carniaux, Sr. Vice President, Human                   
Resources in the enclosed Airborne  Express return envelope                     
postmarked by February 22, 2000.   If you sign this letter, you                 
may change your mind and revoke your agreement during the seven                 
(7) day period after you have signed it.  If you do not so                      
revoke, this letter will become a binding agreement between you                 
and the Company upon the expiration of the seven (7) day                        
revocation period.                                                              

The following numbered paragraphs set forth the terms and                       
conditions which will apply if you timely sign and return this                  
letter and do not revoke it within the seven (7) day revocation                 
period:                                                                         

1.  Description of Early Retirement Benefits.  The early                    
retirement benefits to be paid to you if you timely sign and                    
return this letter are as described in Section 1 of the attached                
"Description of Early Retirement Benefits".  The payment of these               
benefits is subject to the terms of this letter.  You acknowledge               
and agree that the benefits payable to you if you timely sign and               
return this letter are more than the Company would be obligated                 
to pay or provide to you if you did not sign and return this                    
letter.                                                                         

2.  Release.  You hereby fully, forever, irrevocably and                    
unconditionally release, remise and discharge the Company, and                  
any subsidiary or affiliated organization of the Company or their               
current or former officers, directors, stockholders, corporate                  
affiliates, attorneys, agents and employees (the "Released                      
Parties") from any and all claims, charges, complaints, demands,                
actions, causes of action, suits, rights, debts, sums of money,                 
costs, accounts, reckonings, covenants, contracts, agreements,                  
promises, doings, omissions, damages, executions, obligations,                  
liabilities, and expenses (including attorneys' fees and costs),                
of every kind and nature, known or unknown, which you ever had or               
now have against the Released Parties, including, but not limited               
to, all claims arising out of your employment, all claims arising               
out of the retirement of your employment, all claims arising from               
any failure to re-employ you, all claims of race, sex, national                 
origin, handicap, religious, sexual preference, benefit and age                 
discrimination, all employment discrimination claims under Title                
VII of the Civil Rights Act of 1964, 42 U.S.C. Sec. 2000 et seq.,               
the Age Discrimination in Employment Act, 29 U.S.C. Sec. 621 et                 

JOHN T. O'NEILL                                                                 
December 30, 1999                                                               
Page 2                                                                          

seq., the Americans with Disabilities Act of 1990, 29 U.S.C.                  
Sec. 12101 et seq., the Employee Retirement Income Security Act                 
of 1974, 29 U.S.C. Sec. 1001 et seq., and similar state or local                
statutes, wrongful discharge claims, common law tort, defamation,               
breach of contract and other common law claims, and any claims                  
under any other federal, state or local statutes or ordinances                  
not expressly referenced above; provided, that nothing contained                
herein will be construed to release your rights, as a former                    
employee, officer and director of the Company and various of its                
divisions and subsidiaries, to indemnification under applicable                 
by-laws and Company policies, or to your rights to vested                       
benefits under Company-sponsored employee benefits plans.                       

3.  Covenant Not To Sue.  You represent and warrant that you                
have not filed any complaints, charges, or claims for relief                    
against the Released Parties.  You further agree not to bring any               
complaints, charges or claims against the Released Parties with                 
respect to any matters arising out of your employment with or                   
retirement from employment with the Company.                                    

4.  Proprietary Information.  You acknowledge and reaffirm your             
representations and obligations as set forth in the Invention,                  
Assignment and Proprietary Information Agreement which you                      
previously signed in connection with your employment with the                   
Company.                                                                        

5.  Legal Expenses.  The Company agrees to pay reasonable and               
documented legal expenses, up to a maximum of fifteen thousand                  
dollars ($15,000), incurred by you in connection with drafting                  
this Letter Agreement and related documents.                                    

6.  Nature of Agreement.  You and the Company understand and                
agree that this letter agreement is a early retirement and                      
settlement agreement and does not constitute an admission of                    
liability or wrongdoing on the part of you, the Company, or any                 
other person.                                                                   

7.  Amendment.  This letter agreement shall be binding upon the             
parties and may not be modified in any manner, except by an                     
instrument in writing of concurrent or subsequent date signed by                
a duly authorized representative of the parties hereto.  This                   
agreement is binding upon and shall inure to the benefit of the                 
parties and their respective agents, assigns, heirs, executors,                 
successors and administrators.  No delay or omission by the                     
Company in exercising any right under this agreement shall                      
operate as a waiver of that or any other right.  A waiver or                    
consent given by the Company on any one occasion shall be                       
effective only in that instance and shall not be construed as a                 
bar or waiver of any right on any other occasion.                               

8.  Validity.  Should any provision of this letter agreement                
be declared or be determined by any court of competent                          
jurisdiction to be illegal or invalid, the validity of the                      
remaining parts, terms, or provisions shall not be affected                     
thereby and said illegal and invalid part, term or provision                    
shall be deemed not to be a part of this agreement.                             

JOHN T. O'NEILL                                                               
December 30, 1999                                                             
Page 3                                                                        

9.  Confidentiality.  You understand and agree that the terms               
and contents of this letter agreement, and the contents of the                  
negotiations and discussions resulting in this agreement, shall                 
be maintained as confidential by you and your agents and                        
representatives, and any dispute resolved by this agreement shall               
also remain confidential, and none of the above shall be                        
disclosed except to the extent required by federal or state law                 
or as otherwise agreed to in writing by an officer of the                       
Company; provided, that you shall not be under any restraint with               
respect to disclosure of your continuing obligations to the                     
Company under Section 4 and 13 hereof.                                          

10.  Entire Agreement and Applicable Law.  This letter                      
agreement contains and constitutes the entire understanding and                 
agreement between the parties hereto with respect to your early                 
retirement benefits and settlement of claims against the Company                
and cancels all previous oral and written negotiations,                         
agreements, commitments, and writings in connection therewith.                  
This agreement shall be governed by the laws of the State of                    
Rhode Island to the extent not preempted by federal law.                        

11.  Acknowledgments.  You acknowledge that you have been given             
at least twenty-one (21) days to consider this letter agreement                 
and that the Company advised you to consult with any attorney of                
your own choosing prior to signing this letter.  You may revoke                 
this agreement for a period of seven (7) days after signing this                
letter, and the agreement shall not be effective or enforceable                 
until the expiration of this seven (7) day revocation period.                   
Additionally, you will receive another seven (7) day revocation                 
period if the Company's Compensation and Stock Option Committee                 
fails to approve the items described in Section 1(j) of the                     
attached Description of Early Retirement Benefits, said seven (7)               
days to run from receipt by you of written notice of the                        
Compensation and Stock Option Committee's decision.                             

12.  Voluntary Assent.  You affirm that no other promises or                
agreements of any kind have been made to or with you by any                     
person or entity whatsoever to cause you to sign this letter                    
agreement, and that you fully understand the meaning and intent                 
of this agreement.  You state and represent that you have had an                
opportunity to fully discuss    and review the terms of this                    
agreement with an attorney.  You further state and represent that               
you have carefully read this letter, understand the contents                    
herein, freely and voluntarily assent to all of the terms and                   
conditions hereof, and sign your name of your own free act.                     

13.  Covenant Not to Compete.                                               
(a).  You agree that you will not, without written consent of           
the Company, at any time during which Early Retirement Benefits                 
are payable under this letter agreement and for a period of two                 
years from the date Early Retirement Benefits cease under this                  
letter agreement, directly or indirectly, own, manage, operate,                 
join, control or participate in the ownership, management,                      
operation or control of, render services or advice to, or be                    
connected with, as partner, stockholder, director, officer,                     
agent, employee, consultant or otherwise, any business, firm or                 
corporation which competes with the Company in any country or                   
line of business in which the Company is engaged.                               

(b).  You agree that during the period in which Early                   
Retirement Benefits are paid and thereafter for a period of two                 
years, you will not interfere with any relationship, contractual                
or otherwise, between the Company and any other party, including;               
without limitation, any customer, supplier, distributor, lessor                 
or lessee, licenser or licensee, commercial or investment banker.               

(c).  You understand, acknowledge and agree that the                    
provisions of this Section 12 shall survive the termination of                  
this letter agreement.                                                          

JOHN T. O'NEILL                                                               
December 30, 1999                                                             
Page 4                                                                          

If you have any questions about the matters covered in this                     
letter, please call Bob Carniaux, Sr. Vice President, Human                     
Resources at (401) 727-5654.                                                    

     Very truly yours,

          /s/ Alan G. Hassenfeld

      Alan G. Hassenfeld
  Chairman & CEO
Hasbro, Inc.

JOHN T. O'NEILL                                                                 
December 30, 1999                                                               
Page 5                                                                          

I hereby agree to the terms and conditions set forth above and in               
the attached Description of Early Retirement Benefits.  I intend                
that this letter will become a binding agreement between me and                 
the Company if I do not revoke my acceptance within seven (7)                   
days.                                                                           

                           /s/ John T. O'Neill
                   Signature ---------------------
                                 (Employee's Name)
February 18, 2000                                                 
Date:  --------------------                                                     

To be returned in enclosed envelope by February 22, 2000.                       

HASBRO, INC.

  DESCRIPTION OF EARLY RETIREMENT BENEFITS

Name of Employee: JOHN T. O'NEILL                                               

Date of Offer: December 30, 1999                                                

Retirement Date:  December 31, 1999                                             

If you timely sign and return the attached letter and it becomes                
a binding contract between you and the Company, the Company will                
pay you the enhanced early retirement subject to the terms and                  
conditions outlined in Section 1 below, the terms and conditions                
contained in the attached letter and description.                               

If you do not timely sign and return the attached letter, the                   
Company will pay you the basic early retirement benefits                        
described in Section 2 below, subject to the terms and conditions               
contained in this description and the Company's Early Retirement                
Benefits Plan for Salaried Employees.                                           

Section 1.   Enhanced Early Retirement Benefits.  If you timely                 
sign and return the attached letter and it becomes a binding                    
contract between you and the Company, you will be entitled to an                
enhanced program of early retirement benefits consisting of the                 
following.  These enhanced early retirement payments are offered                
in consideration of your agreement to retire early:                             

(a)  early retirement payment in the amount of $960,000 paid in             
five installments as follows: first payment by February 28, 2000                
in the amount of $135,000, three quarterly payments in the amount               
of $200,000 paid on March 31, 2000, June 30, 2000, September 30,                
2000, and a final payment on January 3, 2001 in the amount of                   
$225,000.                                                                       

(b)  early retirement pay at the base rate of $20,280.78 bi-                
weekly for 43 pay periods beginning January 21, 2000 and ending                 
on August 31, 2001, (the period between December 31, 1999 and                   
August 31, 2001 being sometimes hereinafter referred to as the                  
"early retirement period").  In addition, since your first week                 
of early retirement will be during the middle of a bi-weekly pay                
period, your first week of early retirement pay (January 3, 2000                
- January 7, 2000) will be for $10,140.39 and will be combined                  
with your last week of employment pay in the amount of $10,140.39               
for a total of $20,280.78 which will be paid on January 7, 2000.                

(c)  an enhanced deferred compensation program where you will               
defer 40% of your early retirement pay in the amount of $8,112.31               
bi-weekly on a pre-tax basis for 43 pay periods and one pay                     
period of 40% of your first week's retirement pay in the amount                 
of $4,056.16, which will be made on January 7, 2000 and                         
thereafter in bi-weekly deferrals (the "Deferrals"). The                        
Deferrals will constitute a separate deferred compensation                      
program ("Program") for you in consideration of your early                      
retirement, the terms of which shall be consistent with the terms               
of the Hasbro, Inc., Nonqualified Deferred Compensation plan (the               
"DCP"), in which you will continue to participate including,                    
without limitation, the beneficiary designation and trust                       
provisions, except to the extent inconsistent with the following                
terms: For purposes of your Program, the Deferrals will be deemed               
allocated to the same funds and in the same percentages as your                 
election under the DCP and your distributions will be made in ten               
annual installments in a manner consistent with the DCP, but not                
commencing until the month next following the termination of your               
early retirement payments described above;                                      

(d)  an award equal to your target incentive (i.e. $290,015)                
payable as a management bonus for 1999 when bonuses are paid by                 
the Company in Q1 of 2000;                                                      

JOHN T. O'NEILL                                                                 
December 30, 1999                                                               

DESCRIPTION OF EARLY RETIREMENT BENEFITS (CONTINUED)  

- 2 -   

(e)  continuance of your current level of basic, supplemental               
and dependent life insurance with the Company and you sharing the               
cost for this coverage on the same basis as the cost is shared                  
between the Company and similarly situated active employees                     
during the early retirement period.  Long-term disability benefit               
ends on December 31, 1999;                                                      

(f)  continuance of your current medical and dental coverage                
during the early retirement period, with the Company and you                    
sharing the cost for this coverage on the same basis as the cost                
is shared between the Company and similarly situated active                     
employees during the same period, and with your and your                        
dependents respective rights to continued coverage (or conversion               
to an individual policy) at your own expense where available                    
beginning when the extended coverage under this item ends and                   
continuing for the maximum period permitted by the law known as                 
COBRA notwithstanding the continuation of medical and dental                    
coverage during the early retirement period;                                    

(g)  continuance of your leased Company executive automobile                
through the end of the current lease (i.e. January 2002);                       

(h)  continuance of use of your personal computer during the                
early retirement period provided that you will be responsible for               
all operating and maintenance costs;                                            

(i)  continuance of reimbursement for reasonable expenses for               
personal executive income tax filing preparation and advising                   
services for tax years 1999 and 2000;                                           

(j)  the vesting of all previously granted unvested stock                   
options will be accelerated to  December 31, 1999.  You will be                 
granted an extended exercise period expiring 36 months after the                
end of the early retirement period for all your outstanding                     
premium priced stock options.  You will be granted an extended                  
exercise period of 12 months after the end of the early                         
retirement period for: (A) all regular stock options granted in                 
and after 1997, and (B) 22,500 regular stock options granted on                 
December 21, 1993.  All other regular stock options held by you                 
will be canceled.  All of the terms in this section 1 (j) are                   
subject to the approval of the Compensation and Stock Option                    
Committee of the Board of Directors of Hasbro, Inc.                             

(k)  during the early retirement period, your right to                      
reimbursement for income tax service expenses, executive                        
automobile, personal computer, continuance of basic, supplemental               
and dependent life insurance coverage partially at Company                      
expense, continuance of medical and dental coverage partially at                
Company expense each shall end to the extent that you are                       
provided with similar coverage(s) or benefit(s) through such new                
employment.                                                                     

Section 2.   Basic Benefits.  If you do not timely sign and                     
return the attached letter, you will be entitled to a                           
program of early retirement benefits consisting of:                             

(a)  early retirement pay at your base rate of pay (as in                   
effect immediately before termination and exclusive of any                      
bonuses, commissions, overtime pay, or other extra forms of                     
compensation) for three (3) weeks;                                              

(b)  a lump sum payment to be made at the end of the period of              
early retirement pay for your unused vacation that has been                     
granted for use in the current year;                                            

JOHN T. O'NEILL                                                                 
December 30, 1999                                                               

DESCRIPTION OF EARLY RETIREMENT BENEFITS (CONTINUED)  

- 3 -   

(c)  continuance of your current level of basic, supplemental               
and dependent life insurance with the company and you sharing the               
cost for this coverage on the same basis as the cost is shared                  
between the company and similarly situated active employees                     
during the period of early retirement pay;                                      

(d)  continuance of your current medical and dental coverage                
during the period of early retirement pay, with the Company and                 
you sharing the cost for this coverage on the same basis as the                 
cost is shared between the Company and similarly situated active                
employees during the same period, and with your and your                        
dependents rights to continued coverage (or conversion to an                    
individual policy) at your own expense where available beginning                
when the extended coverage under this item ends and continuing                  
for the maximum period permitted by the law known as COBRA                      
notwithstanding the continuation of medical and dental coverage                 
during the salary continuation period.                                          

(e)  If you begin new employment during the period of early                 
retirement pay, your right to early retirement pay and                          
continuance of basic, supplemental and dependent life insurance                 
coverage and of medical and dental coverage partially at Company                
expense shall end when the new employment begins and you shall be               
obligated to repay to the Company any early retirement pay paid                 
to you and any premiums paid by the Company for basic life                      
insurance coverage and the Company's share of the cost for                      
medical and dental coverage paid after you begin the new                        
employment.                                                                     

Section 3.  Other Provisions.                                                   

(a)  You will be entitled to any benefits payable after or on               
account of retirement from employment under any employee pension                
or welfare benefit plans, stock option  plans, or other plans or                
programs or policies of the Company in accordance with their                    
terms and conditions, unless otherwise stated above in Section 1.               
You also will receive a profit sharing payment for fiscal year                  
1999 on the same basis as other similarly-situated senior                       
executives.  Further, for the purpose of computing your pension                 
benefit, you will be credited with 1.30435 years of Credited                    
Service for each 1.0 year of Credited Service actually earned                   
under the Pension Plan. The benefits attributed to the additional               
service credit shall be payable by the Company and not from the                 
Hasbro, Inc. Pension Plan or the Hasbro, Inc. Supplemental                      
Benefit Retirement Plan, but shall be included and secured under                
any trust established with respect to the Hasbro, Inc.,                         
Supplemental Benefit Retirement Plan, on the same terms and                     
subject to the same conditions as benefits under the Hasbro, Inc.               
Supplemental Benefits Retirement Plan;                                          

(b)  The Company may withhold from any payment described                    
herein:                                                                         

(1)  any federal, state, or local income or payroll taxes               
required by law to be withheld with respect to such payment;                    

(2)  such sum as the Company may reasonably estimate is                 
necessary to cover any taxes for which the Company may be liable                
and which may be assessed with regard to such payment; and                      

JOHN T. O'NEILL                                                                 
December 30, 1999                                                               

DESCRIPTION OF EARLY RETIREMENT BENEFITS (CONTINUED)  

- 4 -   

(3)  such other amounts as appropriately may be withheld                
under the Company's payroll policies and procedures from time to                
time in effect.                                                                 

(c)  The early retirement benefits described herein are the                 
maximum benefits that the Company will pay.  To the extent that                 
the Company owes you any amounts in the nature of early                         
retirement benefits under any other program, policy or plan of                  
the Company, or to the extent that any federal, state or local                  
law, including, without limitation, so-called "plant closing"                   
laws, requires the Company to give advance notice or make a                     
payment of any kind to you because of your involuntary                          
termination due to a layoff, reduction  in force, plant or                      
facility closing, sale of business, or similar event, the                       
benefits provided hereunder or under the other arrangement shall                
either be reduced or eliminated to avoid any duplication of                     
payment;                                                                        

(d)  In the event of your death during the early retirement                 
period, the early retirement pay shall cease at death.                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
		8/31/01
		1/3/01
		9/30/00
		6/30/00
		3/31/00		PRE 14A,  SC TO-I/A
Corrected on:		3/29/00
Filed on:		3/24/00
		2/28/00		SC TO-I,  SC TO-I/A
		2/22/00
		2/18/00
		1/21/00
		1/7/00
		1/3/00
		12/31/99
		12/30/99
For Period End:		12/26/99
		12/21/93
				List all Filings

14 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Hasbro, Inc.                      10-K       12/31/23  138:20M
11/01/23  Hasbro, Inc.                      10-Q       10/01/23   91:9.7M
 8/04/23  Hasbro, Inc.                      10-Q        7/02/23   91:9.2M
 5/03/23  Hasbro, Inc.                      10-Q        4/02/23   89:8.6M
 2/22/23  Hasbro, Inc.                      10-K       12/25/22  132:20M
10/26/22  Hasbro, Inc.                      10-Q        9/25/22   85:9.9M
 7/26/22  Hasbro, Inc.                      10-Q        6/26/22   85:9.9M
 4/27/22  Hasbro, Inc.                      10-Q        3/27/22   93:9M
 2/23/22  Hasbro, Inc.                      10-K       12/26/21  139:29M
10/27/21  Hasbro, Inc.                      10-Q        9/26/21   97:10M
 7/28/21  Hasbro, Inc.                      10-Q        6/27/21  102:10M
 4/29/21  Hasbro, Inc.                      10-Q        3/28/21   94:15M
 2/24/21  Hasbro, Inc.                      10-K       12/27/20  136:35M
11/04/20  Hasbro, Inc.                      10-Q        9/27/20   92:10M