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Hasbro, Inc. – ‘10-K’ for 12/31/23 – ‘EX-10.V’

On: Wednesday, 2/28/24, at 4:11pm ET · For: 12/31/23 · Accession #: 46080-24-34 · File #: 1-06682

Previous ‘10-K’: ‘10-K’ on 2/22/23 for 12/25/22 · Latest ‘10-K’: This Filing · 27 References:

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

 2/28/24  Hasbro, Inc.                      10-K       12/31/23  138:20M

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.68M 
 4: EX-10.AA    Hasbro, Inc. Change in Control Severance Plan for   HTML     78K 
                Designated Senior Executives                                     
 2: EX-10.K     Hasbro, Inc. Amended and Restated Deferred          HTML     56K 
                Compensation Plan for Non                                        
 3: EX-10.V     Hasbro, Inc. 2023 Performance Rewards Program       HTML    104K 
 5: EX-21       Subsidiaries List                                   HTML     45K 
 6: EX-23       Consent of Expert or Counsel                        HTML     37K 
11: EX-97       Hasbro, Inc. Policy Relating to Recovery of         HTML     55K 
                Erroneously Awarded Compensation                                 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     39K 
17: R1          Cover Page                                          HTML    104K 
18: R2          Audit Information                                   HTML     43K 
19: R3          Consolidated Balance Sheets                         HTML    152K 
20: R4          Consolidated Balance Sheets (Parenthetical)         HTML     59K 
21: R5          Consolidated Statements of Operations               HTML    139K 
22: R6          Consolidated Statements of Comprehensive Earnings   HTML     88K 
23: R7          Consolidated Statement of Cash Flows                HTML    153K 
24: R8          Consolidated Statements of Shareholders? Equity     HTML    118K 
                and Redeemable Noncontrolling Interests                          
25: R9          Summary of Significant Accounting Policies          HTML    118K 
26: R10         Revenue Recognition                                 HTML     61K 
27: R11         Sale of Non-core Entertainment One Film and TV      HTML     59K 
                Business                                                         
28: R12         Other Comprehensive Earnings (Loss)                 HTML     90K 
29: R13         Property, Plant and Equipment                       HTML     53K 
30: R14         Goodwill and Intangible Assets                      HTML     86K 
31: R15         Equity Method Investment                            HTML     46K 
32: R16         Investments in Productions and Investments in       HTML     75K 
                Acquired Content Rights                                          
33: R17         Financing Arrangements                              HTML     50K 
34: R18         Accrued Liabilities                                 HTML     60K 
35: R19         Long-Term Debt                                      HTML     87K 
36: R20         Income Taxes                                        HTML    138K 
37: R21         Capital Stock                                       HTML     41K 
38: R22         Fair Value of Financial Instruments                 HTML     78K 
39: R23         Stock Options, Other Stock Awards and Warrants      HTML    131K 
40: R24         Pension, Postretirement and Postemployment          HTML    141K 
                Benefits                                                         
41: R25         Leases                                              HTML     64K 
42: R26         Derivative Financial Instruments                    HTML     89K 
43: R27         Restructuring Actions                               HTML     53K 
44: R28         Commitments and Contingencies                       HTML     44K 
45: R29         Segment Reporting                                   HTML    156K 
46: R30         Schedule II Valuation and Qualifying Accounts       HTML     53K 
47: R31         Pay vs Performance Disclosure                       HTML     50K 
48: R32         Insider Trading Arrangements                        HTML     44K 
49: R33         Summary of Significant Accounting Policies          HTML    147K 
                (Policies)                                                       
50: R34         Summary of Significant Accounting Policies          HTML     66K 
                (Tables)                                                         
51: R35         Revenue Recognition (Tables)                        HTML     53K 
52: R36         Sale of Non-core Entertainment One Film and TV      HTML     58K 
                Business (Tables)                                                
53: R37         Other Comprehensive Earnings (Loss) (Tables)        HTML     89K 
54: R38         Property, Plant and Equipment (Tables)              HTML     52K 
55: R39         Goodwill and Intangible Assets (Tables)             HTML     93K 
56: R40         Investments in Productions and Investments in       HTML     74K 
                Acquired Content Rights (Tables)                                 
57: R41         Accrued Liabilities (Tables)                        HTML     60K 
58: R42         Long-Term Debt (Tables)                             HTML     87K 
59: R43         Income Taxes (Tables)                               HTML    139K 
60: R44         Fair Value of Financial Instruments (Tables)        HTML     77K 
61: R45         Stock Options, Other Stock Awards and Warrants      HTML    130K 
                (Tables)                                                         
62: R46         Pension, Postretirement and Postemployment          HTML    138K 
                Benefits (Tables)                                                
63: R47         Leases (Tables)                                     HTML     64K 
64: R48         Derivative Financial Instruments (Tables)           HTML     95K 
65: R49         Restructuring Actions (Tables)                      HTML     52K 
66: R50         Segment Reporting (Tables)                          HTML    155K 
67: R51         Summary of Significant Accounting Policies -        HTML     90K 
                Narrative (Details)                                              
68: R52         Summary of Significant Accounting Policies -        HTML     41K 
                Breakout of Noncontrolling Interests (Details)                   
69: R53         Summary of Significant Accounting Policies -        HTML     70K 
                Schedule of Earnings per Share, Basic and Diluted                
                (Details)                                                        
70: R54         Revenue Recognition - Contract Assets and           HTML     62K 
                Liabilities (Details)                                            
71: R55         Revenue Recognition - Additional Information        HTML     77K 
                (Details)                                                        
72: R56         Sale of Non-core Entertainment One Film and TV      HTML     56K 
                Business - Additional Information (Details)                      
73: R57         Sale of Non-core Entertainment One Film and TV      HTML     78K 
                Business - Major Classes of eOne Music Assets and                
                Liabilities Sold (Details)                                       
74: R58         Sale of Non-core Entertainment One Film and TV      HTML     44K 
                Business - Income Before Income Taxes (Details)                  
75: R59         Other Comprehensive Earnings (Loss) - Schedule of   HTML     60K 
                Other Comprehensive Income (Loss), Tax Effect                    
                (Details)                                                        
76: R60         Other Comprehensive Earnings (Loss) - Schedule of   HTML     77K 
                Accumulated Other Comprehensive Earnings (Loss)                  
                (Details)                                                        
77: R61         Other Comprehensive Earnings (Loss) - Gains         HTML     68K 
                (Losses) on Derivative Instruments (Details)                     
78: R62         Property, Plant and Equipment - Schedule of         HTML     65K 
                Property, Plant and Equipment (Details)                          
79: R63         Property, Plant and Equipment - Narrative           HTML     40K 
                (Details)                                                        
80: R64         Goodwill and Intangible Assets - Narrative          HTML     56K 
                (Details)                                                        
81: R65         Goodwill and Intangible Assets - Schedule of        HTML     59K 
                Goodwill (Details)                                               
82: R66         Goodwill and Intangible Assets - Schedule of Other  HTML     53K 
                Intangibles (Details)                                            
83: R67         Goodwill and Intangible Assets - Schedule of        HTML     49K 
                Expected Amortization Expense (Details)                          
84: R68         Equity Method Investment (Details)                  HTML     75K 
85: R69         Investments in Productions and Investments in       HTML     67K 
                Acquired Content Rights - Programming Costs                      
                (Details)                                                        
86: R70         Investments in Productions and Investments in       HTML     68K 
                Acquired Content Rights - Program Costs                          
                Amortization (Details)                                           
87: R71         Financing Arrangements (Details)                    HTML    124K 
88: R72         Accrued Liabilities (Details)                       HTML     80K 
89: R73         Long-Term Debt - Long-term Debt Instruments         HTML     85K 
                (Details)                                                        
90: R74         Long-Term Debt - Narrative (Details)                HTML    109K 
91: R75         Long-Term Debt - Future Contractual Maturities      HTML     66K 
                (Details)                                                        
92: R76         Long-Term Debt - Schedule of Movements in           HTML     46K 
                Production Financing and Other Related Loans                     
                (Details)                                                        
93: R77         Income Taxes - Components of Earnings Before        HTML     48K 
                Income Taxes Determined by Tax Jurisdiction                      
                (Details)                                                        
94: R78         Income Taxes - Income Taxes Attributable to         HTML     66K 
                Earnings Before Income Taxes (Details)                           
95: R79         Income Taxes - Effective Income Tax Rate            HTML     75K 
                Reconciliation (Details)                                         
96: R80         Income Taxes - Deferred Tax Assets and Liabilities  HTML     91K 
                (Details)                                                        
97: R81         Income Taxes - Narrative (Details)                  HTML     76K 
98: R82         Income Taxes - Deferred Tax Assets and Liabilities  HTML     43K 
                by Balance Sheet Location (Details)                              
99: R83         Income Taxes - Unrecognized Tax Benefits Roll       HTML     54K 
                Forward (Details)                                                
100: R84         Capital Stock (Details)                             HTML     50K  
101: R85         Fair Value of Financial Instruments - Fair Value    HTML     79K  
                Hierarchy (Details)                                              
102: R86         Fair Value of Financial Instruments -               HTML     41K  
                Reconciliation of Level 3 Fair Value (Details)                   
103: R87         Stock Options, Other Stock Awards and Warrants -    HTML    114K  
                Narrative (Details)                                              
104: R88         Stock Options, Other Stock Awards and Warrants -    HTML     61K  
                Total Compensation Expense Related to Stock                      
                Options, Restricted Stock Units and Stock                        
                Performance Awards (Details)                                     
105: R89         Stock Options, Other Stock Awards and Warrants -    HTML     74K  
                Activities of Stock Performance Awards and                       
                Restricted Stock Units (Details)                                 
106: R90         Stock Options, Other Stock Awards and Warrants -    HTML     66K  
                Stock Options Activities (Details)                               
107: R91         Stock Options, Other Stock Awards and Warrants -    HTML     57K  
                Options Valuation Assumptions (Details)                          
108: R92         Pension, Postretirement and Postemployment          HTML     99K  
                Benefits - Narrative (Details)                                   
109: R93         Pension, Postretirement and Postemployment          HTML     95K  
                Benefits - Summary of Changes in Projected Benefit               
                Obligation (Details)                                             
110: R94         Pension, Postretirement and Postemployment          HTML     48K  
                Benefits - Assumptions used to determine year-end                
                Pension and Postretirement Benefit Obligation                    
                (Details)                                                        
111: R95         Pension, Postretirement and Postemployment          HTML     64K  
                Benefits - Components of Net Periodic Benefit Cost               
                (Details)                                                        
112: R96         Pension, Postretirement and Postemployment          HTML     49K  
                Benefits - Assumptions used to determine Net                     
                Periodic Benefit Cost of Pension Plan and                        
                Postretirement Plan (Details)                                    
113: R97         Pension, Postretirement and Postemployment          HTML     56K  
                Benefits - Expected Benefit Payments (Details)                   
114: R98         Leases - Narrative (Details)                        HTML     46K  
115: R99         Leases - Lease Cost (Details)                       HTML     47K  
116: R100        Leases - Maturities of Operating Lease Liabilities  HTML     70K  
                (Details)                                                        
117: R101        Derivative Financial Instruments - Cash Flow        HTML     52K  
                Hedging Instruments (Details)                                    
118: R102        Derivative Financial Instruments - Statements of    HTML     60K  
                Financial Performance and Financial Position                     
                (Details)                                                        
119: R103        Derivative Financial Instruments - Derivative       HTML     50K  
                Financial Instruments (Details)                                  
120: R104        Derivative Financial Instruments - Narrative        HTML     48K  
                (Details)                                                        
121: R105        Derivative Financial Instruments - Fair Value of    HTML     60K  
                Undesignated Derivate Financial Instruments                      
                (Details)                                                        
122: R106        Restructuring Actions - Additional Information      HTML     63K  
                (Details)                                                        
123: R107        Restructuring Actions - Schedule of Restructuring   HTML     47K  
                and Related Costs (Details)                                      
124: R108        Restructuring Actions - Schedule of Restructuring   HTML     48K  
                Charges (Details)                                                
125: R109        Commitments and Contingencies (Details)             HTML     79K  
126: R110        Segment Reporting - Information and Reconciliation  HTML     90K  
                by Segment (Details)                                             
127: R111        Segment Reporting - Operating Profit (Loss) by      HTML     68K  
                Segments (Details)                                               
128: R112        Segment Reporting - Net Revenues by Geographic      HTML     58K  
                Regions (Details)                                                
129: R113        Segment Reporting - Net Revenues by Category        HTML     62K  
                (Details)                                                        
130: R114        Segment Reporting - Net Revenues by Brand           HTML     60K  
                Portfolio (Details)                                              
131: R115        Segment Reporting - Geographic Information          HTML     55K  
                (Details)                                                        
132: R116        Segment Reporting - Other Information (Details)     HTML     47K  
133: R117        Schedule II Valuation and Qualifying Accounts       HTML     48K  
                (Details)                                                        
135: XML         IDEA XML File -- Filing Summary                      XML    255K  
138: XML         XBRL Instance -- has-20231231_htm                    XML   3.61M  
134: EXCEL       IDEA Workbook of Financial Report Info              XLSX    276K  
13: EX-101.CAL  XBRL Calculations -- has-20231231_cal                XML    387K 
14: EX-101.DEF  XBRL Definitions -- has-20231231_def                 XML   1.20M 
15: EX-101.LAB  XBRL Labels -- has-20231231_lab                      XML   3.26M 
16: EX-101.PRE  XBRL Presentations -- has-20231231_pre               XML   1.99M 
12: EX-101.SCH  XBRL Schema -- has-20231231                          XSD    324K 
136: JSON        XBRL Instance as JSON Data -- MetaLinks              853±  1.29M  
137: ZIP         XBRL Zipped Folder -- 0000046080-24-000034-xbrl      Zip   3.24M

‘EX-10.V’ — Hasbro, Inc. 2023 Performance Rewards Program

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Document

EXHIBIT 10.V

Hasbro, Inc.

2023 Performance Rewards Program

January 1, 2023

Hasbro, Inc.

Performance Rewards Program

1.0 Background

1.1 Performance Rewards Program (“PRP”)

•Establishes standard criteria to determine PRP eligibility and overall company or business objectives.

•Provides guidelines for the establishment of target incentive awards.

The following describes the various plans that are funded pursuant to the PRP.

•Corporate Plan - Funding under the PRP for eligible employees identified pursuant to Section 1.5 is based on performance of Hasbro, Inc. and its subsidiaries (the “Company”).

•Business Area Plans - Funding under the PRP for eligible employees identified pursuant to Section 1.5 will be based on the performance of the applicable business area of the Company. For purposes of this document, each of the following is referred to as “Business Area:” the Hasbro Consumer Products reporting segment, the Entertainment reporting segment and the Wizards of the Coast and Digital Gaming reporting segment (“Wizards”), and the following other business units: Commercial, Family Brands, Film & TV, Licensed Consumer Products and PULSE.

•Performance objectives and goals are established to measure performance achievement and may be based on one or more of the following:

Corporate Plan:

•Net Revenues

•Operating Profit Margin

•Hasbro Strategic Scorecard

Business Area Plans:

•Business Area Net Revenue

•Business Area Operating Profit Margin

•Hasbro Strategic Scorecard

1.2Purpose

The Company has established this PRP for the purpose of providing annual incentive compensation to those employees who contribute significantly to the growth and success of the Company’s business; to attract and retain, in the employ of the Company, individuals of outstanding ability; and to align the interests of employees with the interest of the Company’s shareholders.

1.3General Guideline

No employee has any legal entitlement to participate in the PRP or to receive an incentive award under the PRP.

1.4Scope

The PRP is applicable to eligible employees of the Company.

1.5Eligibility

Management shall determine, in its sole discretion, those employees whose duties and responsibilities contribute significantly to the growth and success of the Company’s business and are eligible to participate in the PRP. Eligibility to participate in the PRP does not guarantee the receipt of an incentive award under the PRP. Unless otherwise required by law or determined by management, if an employee is eligible to participate in the PRP and/or any other annual incentive (or similar) plan implemented from time to time by the Company, such employee may only participate in one plan at the same time, as determined by the Company in its sole discretion.

Eligible employees will be assigned to the Corporate Plan or a Business Area Plan for an employee’s applicable Business Area, in each case at the Company’s sole discretion. Eligible employees selected to participate in either the Corporate Plan or one of the Business Area Plans are referred to herein as “participants.”

2.0 Incentive Award Levels

2.1Target Incentive Award

Except as otherwise determined by the Company, target incentive awards are expressed as a percentage of earned base salary for the PRP year. For purposes of this PRP, earned base salary means all base compensation for the participant for the fiscal year, which base compensation shall include all base compensation amounts deferred into the Company’s retirement savings plan (but excluding any matching or Company contributions made to such plan on the participant’s behalf), the Company’s Non-Qualified Deferred Compensation Plan and/or any similar successor plans for the fiscal year and excludes, where allowed by law, any bonus or other benefits, other than base compensation, for the fiscal year. By design, the target incentive awards are the award levels that PRP participants are eligible to earn when they, the Company or their applicable Business Area achieve both their financial and strategic goals and objectives, as applicable. Target incentive awards may be determined by job level, previously determined percentage of earned base salary, or a previously determined fixed percentage or amount. Target incentive awards may also vary by region or Business Area.

2.2Maximum Incentive Award

Under the PRP, the maximum incentive award for participants below job level 80 is 200% of the target incentive award. The maximum incentive award for employees in a job level 80 or above is 300% of the target incentive award.

3.0 Measures of Performance

•Corporate Plan - PRP funding for the Corporate Plan is based 80% on Company Performance and 20% on the Hasbro Strategic Scorecard.

•Business Area Plans - PRP funding for each of the Business Area Plans is based 80% on the applicable Business Area performance and 20% on the Hasbro Strategic Scorecard.

3.1Establishing Corporate or Business Area Performance Metrics and Targets

In the first quarter of the PRP year, the Company’s senior management will establish performance metrics and the level of target performance for the year associated with each of the performance metrics for the Corporate Plan and the various Business Area Plans. Those performance metrics and target levels are reviewed and approved by the Company’s Chief Executive Officer (“CEO”) and, with respect to any plan in which a Section 16 Officer of the Company participates, by the Company’s Board of Directors (“Board”) or the Compensation Committee of the Board (the “Compensation Committee”).

3.2Company Performance Metrics

Company Performance is measured by Net Revenue and Operating Profit Margin. Net Revenue and Operating Profit Margin performance is determined by individually assessing Company Performance against the goals for each metric, applying the performance scale and weighting each metric. The Hasbro Strategic Scorecard is assessed by reviewing both quantitative and qualitative factors against each strategic metric individually to determine the overall Hasbro Strategic Scorecard result. The results of both the financial metrics and Hasbro Strategic Scorecard are then weighted to determine the overall payout factor as set forth below.

The weightings and definitions of the Company financial metrics are:


Metric	Definition	Weighting
Net Revenue	Third Party Gross Sales (after returns) less Sales Allowances plus Third Party Royalty Income, Digital Gaming Revenue, Film & TV Revenue	40%
Operating Profit Margin	Operating Profit divided by Net Revenues	40%

The weightings and definitions of the metrics making up the Hasbro Strategic Scorecard are:


Metric	Definition	Weighting
Cost Savings (non-labor)	Significant improvements to operational efficiency, non-labor cost savings	10%
Operating Model Improvements (Including labor)	Operating model improvements to enhance customer focus, including labor savings	10%

3.3Business Area Performance Metrics

Each Business Area will assess financial performance based on Net Revenue and Operating Profit Margin specific to the respective Business Area. Business Area performance is determined by individually assessing Business Area performance against goals for each metric, applying the performance scale, weighting each metric and summing the total. The Hasbro Strategic Scorecard is assessed by reviewing both quantitative and qualitative factors against each strategic metric individually to determine the overall Hasbro Strategic Scorecard result. The results of both the Business Area financial metrics and Hasbro Strategic Scorecard are then weighted to determine the overall Business Area payout factor as set forth below.

The weightings and definitions for the Business Area Financial metrics are:


Metric	Definition	Weighting
Business Area Net Revenue	As applicable for the respective Business Area: Third Party Gross Sales (after returns) less Sales Allowances plus Third Party Royalty Income, Digital Gaming Revenue and Film & TV Revenue	40%
Business Area Operating Profit Margin	Operating Profit divided by Net Revenues	40%

The weightings and definitions for the Hasbro Strategic Scorecard are:


Metric	Definition	Weighting
Cost Savings (non-labor)	Significant improvements to operational efficiency, non-labor cost savings	10%
Operating Model Improvements (Including labor)	Operating model improvements to enhance customer focus, including labor savings	10%

4.0 Development of Funding Pools

After the end of the fiscal year, the actual performance for Corporate and each of the Business Areas will be calculated (based on the Company’s and the respective Business Area’s performance against the target goals established for each financial and strategic performance metric as of fiscal year-end) and approved by the Company’s Chief Financial Officer.

The performance scales for the metrics for the Corporate Plan and Business Area Plans, as applicable, are as follows:

Net Revenue Performance Scale:


Performance % of Target	Funding Pool Scale %
< 85%	0%
85%	50%	Threshold performance
100%	100%	Target performance
≥115%	200%	Maximum performance

Operating Profit Margin Performance Scale:


Performance % of Target	Funding Pool Scale %
< 80%	0%
80%	50%	Threshold performance
100%	100%	Target performance
≥125%	200%	Maximum performance

Strategic Scorecard Performance Scale:

The metrics included on the Hasbro Strategic Scorecard will be assessed using a combination of quantitative and qualitative measures. Achievement for each strategic metric will range from 0% to a maximum of 200%.

In the event that achievement for a financial performance metric is between threshold performance and target performance or between target performance and maximum performance, the applicable funding pool scale percentage will be determined by linear interpolation between threshold performance and target performance or between target performance and maximum performance, as applicable.

In the case of the Corporate Plan, the financial performance metric must achieve threshold performance, or no award is payable under that metric before the performance scale is applied to the applicable metric. The failure of one financial metric to achieve threshold performance does not impact the other financial metric; provided, however, that for funding to occur at least one financial metric must achieve threshold performance.

In the case of the Business Area Plans, both financial performance metrics must achieve at least threshold performance or no award is payable for the Business Area component of the respective Business Area Plan.

The payout attributable to each performance metric (financial and strategic) will be weighted and added to arrive at the overall achievement which determines the funding pool.

An illustrative example of the development of a funding pool for the Corporate Plan is as follows:

If the Company achieves Net Revenue of 100% of target (which results in 100% funding) and Operating Profit Margin of 80% of target (which results in 50% funding) and the Hasbro strategic scorecard achieves 95%, then the aggregate weighted achievement for the Corporate Plan would be 79%, calculated as follows:

(100% x 40%) + (50% x 40%) + (95% x 20%) = 79%

In this example, the results of the Hasbro strategic scorecard are shown below:


Metric	Weighting	Result	Weighted Result
Cost Savings (non-labor)	10%	100%	10%
Operating Model Improvements (Including labor)	10%	90%	9%
Strategic Scorecard Result	20%	95%	19%

In the above example, the Hasbro Strategic Scorecard for each of the Corporate and respective Business Area Plans would be 19%, calculated as follows:

(95% x 20%) = 19%

Illustrative examples of the development of a funding pool for the Business Area component of a Business Area Plan are as follows:

If the applicable Business Area achieves Net Revenue of 100% of target (which results in 100% funding) and Business Area Operating Profit Margin of 65% of target (which is below the 80% threshold), the Business Area component of the respective Business Area Plan will not fund (0% funding). In this scenario, the funding pool, if any, will be determined solely by the Hasbro Strategic Scorecard component of the Business Area Plans.

If the applicable Business Area achieves Net Revenue of 85% of target (which results in 50% funding), and Operating Profit Margin of 100% of target (which results in a 100% funding), the aggregate weighted achievement for the Business Area component of the respective Business Area Plan would be 60%, calculated as follows:

(50% x 40%) + (100% x 40%) = 60%

Once all Business Area results have been calculated, the funding pool of each respective Business Area component is developed. The Business Area component funding pool for each of the Business Areas (weighted at 80%), combined with the Hasbro Strategic Scorecard funding pool (weighted at 20%), will equal the aggregate of the PRP funding pool for the respective Business Area Plan.

(50% x 40%) + (100% x 40%) + (95% x 20%) = 79%

4.1 Funding Pools

The Company calculates the Corporate Plan funding pool based on the Company’s Performance through the end of the fiscal year against the applicable performance targets and the Hasbro Strategic Scorecard (“Corporate Plan Funding Pool”). The Company calculates the funding pool for the Business Area Plans based on Business

Area performance through the end of the fiscal year against applicable financial performance targets for the respective Business Area and performance against the Hasbro Strategic Scorecard (the “Business Area Funding Pool”). The aggregate pool for all Business Area Plans and, together with the Corporate Plan Funding Pool, is referred to hereinafter as the “Funding Pool”.

Although the CEO and the Compensation Committee reserve the right to alter the Funding Pool after year end, but prior to the actual payment of awards to participants in the PRP, it is expected that such discretion will only be exercised in rare or extreme circumstances, and that generally the Funding Pool, as it has been computed, will be paid (absent any affirmative exercise of this discretion) to the participants in the PRP collectively following the end of the fiscal year.

4.2 High Performer Pool

Following the end of the year, but prior to the payment of all awards under the PRP, management of the Company, in its sole discretion, may determine it appropriate to reward high-performing Company employees through an additional funding pool (the “High Performer Pool”). Funding of the High Performer Pool is determined by the achievement of the Company’s Operating Profit Margin, overall Company or reporting Business Area performance and affordability. The aggregate amount of the High Performer Pool is subject to Compensation Committee approval.

4.3 Total Awards Under the PRP

The aggregate of all incentive awards under the PRP shall consist of the sum of the Funding Pool and the High Performer Pool.

4.4. Management Review

Payment of any incentive award to an employee is subject to management’s review. For purposes of the PRP, management has the ability to review the proposed payout of any incentive award under the PRP to an eligible employee and to determine whether such proposed incentive award should be adjusted based on the participant’s performance, contributions to the organization, or any other factor not prohibited by applicable law. In completing this review, management has the option of providing a zero value incentive award to the employee regardless of Corporate or Business Area performance. For participants that do not receive an incentive award or that receive a reduced incentive award, the portion of such employee’s potential incentive award that might have been reflected in the Funding Pool will remain in the Funding Pool and be allocated to other PRP participants in the manner determined by management.

5.0 Removals, Transfers, Terminations, Promotions and Hiring Eligibility

Except to the extent applicable legal requirements or the terms of an employment agreement mandate a different result, the following scenarios will be addressed under the PRP in the manner set forth below.

5.1 Participants whose employment with the Company is terminated because of retirement or disability:

(i)After the close of the PRP year, but prior to the actual distribution of incentive awards for such year, may be awarded an incentive award for the plan year at the discretion of the EVP and Chief People Officer. For any such participant who is not given an incentive award, the portion of such person’s potential incentive award that might have been reflected in the Funding Pool will remain in the Funding Pool and be allocated to PRP participants in the manner determined by management.

(ii)After the beginning, but prior to the close of the PRP year, no award shall be granted unless authorized at the discretion of the EVP and Chief People Officer.

5.2 Participants whose employment with the Company is terminated because of death:

(i)After the close of the PRP year, but prior to the actual distribution of awards for such year, shall be awarded an incentive award. Such payment will be made to the deceased employee’s estate.

(ii)After the beginning, but prior to the close of the PRP year, no award shall be granted unless authorized at the discretion of the EVP and Chief People Officer. Any such payments will be made to the deceased employee’s estate.

5.3Participants who resign for any reason during the PRP year or after the close of the PRP year, but prior to the distribution of incentive awards for such year, will not receive an incentive award for any PRP year. For any such employee, the portion of such person’s potential incentive award that might have been reflected in the Funding Pool will remain in the Funding Pool and be allocated to PRP participants in the manner determined by management.

5.4Participants who are terminated from the employ of the Company or any of its subsidiaries for cause or for any offense involving moral turpitude or an offense involving breach of the fiduciary duty owed by the individual to the Company will not be entitled to an incentive award for any PRP year. For any such employee, the portion of such person’s potential incentive award that might have been reflected in the Funding Pool will remain in the Funding Pool and be allocated to PRP participants in the manner determined by management.

5.5Participants who are terminated from the employ of the Company or any of its subsidiaries due to any reason other than the ones enumerated above, including, without limitation, employees who are discharged due to job elimination:

(i)After the close of the PRP year, but prior to the actual distribution of incentive awards for such year, may be awarded an incentive award. No award shall be granted unless authorized at the discretion of the EVP and Chief People Officer. For any such employee who is not given an incentive

award, the portion of such person’s potential incentive award that might have been reflected in the Funding Pool will remain in the Funding Pool and be allocated to PRP participants in the manner determined by management.

(ii)After the beginning, but prior to the close of the PRP year, the employee is no longer eligible for that year. However, a discretionary incentive award may be granted by the EVP and Chief People Officer.

5.6 Participants under statutory or contractual notices

(i)At the end of the fiscal year, except as may be required by contract or applicable law, no award shall be granted unless authorized at the discretion of the EVP and Chief People Officer. For any such employee who is not given an incentive award, the portion of such person’s potential incentive award that might have been reflected in the Funding Pool will remain in the Funding Pool and be allocated to PRP participants in the manner determined by management.

(ii)Which ends prior to the close of the PRP year, shall not be eligible for an incentive award for that plan year except as may be required by contract or applicable law. However, a discretionary incentive award may be granted by the EVP and Chief People Officer.

5.7Participants transferred during the PRP year from one division of the Company to another where such transfer results in the participant being assigned to different plans during the same PRP year (e.g., from the Corporate Plan to a Business Area Plan; from a Business Area Plan to the Corporate Plan; or from a Business Area Plan to a different Business Area Plan), will be eligible to receive an incentive award (subject to achievement of the requisite performance) through the plan associated with such employee’s position at the end of the PRP year, but the award amount may be based on the performance of the respective plans associated with the employee’s positions during the same PRP year, in such amount and in such manner as determined in the sole discretionary of the EVP and Chief People Officer.

5.8Employees hired during the PRP year must be actively employed on or before October 1st or another date designated by the EVP and Chief People Officer of the PRP year to participate in the PRP for that PRP year. Incentive awards will be made based upon the employee's earned base salary during the period of their employment with the Company during the PRP year.

5.9The eligibility for an incentive award under the PRP for employees who remain employed with the Company during the PRP year but whose change in employment status through promotion or reclassification affects their level of participation:

(i)Prior to October 1st or another date designated by the EVP and Chief People Officer, of the PRP year, will participate at the level consistent with the promotion or reclassification.

(ii)After October 1st or another date designated by the EVP and Chief People Officer, but prior to the close of the PRP year, will participate at the level consistent with their classification prior to the promotion or reclassification.

5.10The eligibility for an incentive award under the PRP for employees who remain employed with the Company during the PRP year but whose change in employment status through demotion affects their level of participation will be determined in the sole discretion of the EVP and Chief People Officer.

6.0 Administration of the PRP

6.1Amendments to the PRP (Contingency Clause)

The CEO and the Compensation Committee reserve the right to interpret, amend, modify, or terminate the PRP in accordance with changing conditions at any time in their sole discretion.

6.2Incentive Award Distribution

Incentive awards, when payable, shall be paid as near to the close of the Company’s fiscal year as may be feasible. Participants in the PRP must be employed at the time of award distribution in order to receive an incentive award, except as otherwise provided herein.

No individual has the right to receive an incentive award until it has been approved and distributed in accordance with the provisions of the PRP.

6.3Non-Assignment of Awards

Participants eligible to receive incentive awards shall not have any right to pledge, assign, or otherwise dispose of any unpaid or projected awards.

6.4Deferral of Awards

Participants eligible to defer incentive awards through the Deferred Compensation Program (DCP) may elect to do so during the annual DCP enrollment.

6.5Clawback of Awards

By accepting any incentive award under the Plan, the participant acknowledges and agrees that any incentive compensation the participant is awarded is subject to the Hasbro, Inc. Clawback Policy, as it may be amended from time to time by the Board. Such acknowledgement and agreement is a material condition to receiving any incentive award under the Plan, which would not have been awarded to the participant otherwise.

6.6Stock Ownership

Additionally, the participant acknowledges and agrees that if the participant is now, or becomes subject in the future to, the Hasbro, Inc. Executive Stock Ownership Policy, as it may be amended from time to time by the Board (the “Stock Ownership Policy”), then the receipt of any incentive award under the PRP is contingent upon the participant’s compliance with the terms of the Stock Ownership Policy, including without limitation, the requirement to retain an amount equal to at least 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted until the Participant’s applicable requirement levels are met. Failure to comply with the Stock Ownership Policy may, in the Company’s sole discretion, result in the reduction or total elimination of any incentive award that otherwise might be payable under the PRP and/or result in the Company determining to substitute other forms of compensation, such as equity, for any award the participant otherwise might have received under the PRP.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/28/24
For Period end:	12/31/23	4
	1/1/23
		List all Filings

3 Subsequent Filings that Reference this Filing

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

 5/10/24  Hasbro, Inc.                      424B2                  2:541K                                   Donnelley … Solutions/FA
 5/07/24  Hasbro, Inc.                      424B5                  1:511K                                   Donnelley … Solutions/FA
 5/06/24  Hasbro, Inc.                      S-3ASR      5/06/24    7:602K                                   Donnelley … Solutions/FA

24 Previous Filings that this Filing References

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

 9/06/23  Hasbro, Inc.                      8-K:1,2,9   9/05/23   11:1.1M                                   Cravath Swaine & … 01/FA
 8/07/23  Hasbro, Inc.                      8-K:1,7,9   8/03/23   14:1.4M                                   Cravath Swaine & … 01/FA
 5/03/23  Hasbro, Inc.                      10-Q        4/02/23   89:8.6M
 4/14/23  Hasbro, Inc.                      8-K:1,9     4/12/23   12:2.2M                                   Cravath Swaine & … 01/FA
 3/14/23  Hasbro, Inc.                      8-K:5,9     3/10/23   11:322K
 1/10/22  Hasbro, Inc.                      8-K:5,9     1/05/22   11:242K
 4/01/20  Hasbro, Inc.                      DEF 14A     5/14/20    1:7.6M                                   Donnelley … Solutions/FA
 2/27/20  Hasbro, Inc.                      10-K       12/29/19  128:16M
11/19/19  Hasbro, Inc.                      8-K:1,2,9  11/13/19   14:767K                                   Donnelley … Solutions/FA
 9/24/19  Hasbro, Inc.                      8-K:1,2,9   9/20/19   12:1.8M                                   Cravath Swaine & … 01/FA
 9/13/17  Hasbro, Inc.                      8-K:1,2,8,9 9/08/17    6:375K                                   Donnelley … Solutions/FA
 4/04/17  Hasbro, Inc.                      DEF 14A     5/18/17    1:4.3M                                   Donnelley … Solutions/FA
 5/13/14  Hasbro, Inc.                      8-K:1,2,7,8 5/13/14    5:271K                                   Donnelley … Solutions/FA
 1/28/11  Hasbro, Inc.                      8-K:1,2,9   1/25/11    3:170K
 3/11/10  Hasbro, Inc.                      8-K:1,2,7,8 3/11/10    4:128K                                   Donnelley … Solutions/FA
 5/13/09  Hasbro, Inc.                      8-K:1,2,8,9 5/13/09    2:132K                                   Bowne of Boston/FA
 2/25/09  Hasbro, Inc.                      10-K       12/28/08   11:1.4M                                   Bowne of Boston/FA
 2/27/08  Hasbro, Inc.                      10-K       12/30/07   14:1.3M                                   Bowne of Boston/FA
 9/17/07  Hasbro, Inc.                      8-K:1,2,8,9 9/17/07    2:151K                                   Bowne of Boston/FA
 2/28/07  Hasbro, Inc.                      10-K       12/31/06   11:1.4M                                   Bowne of Boston/FA
 8/13/03  Hasbro, Inc.                      10-Q        6/29/03   12:439K
 8/16/00  Hasbro, Inc.                      10-Q        7/02/00    9:142K
 3/24/00  Hasbro, Inc.                      10-K405®   12/26/99   11:483K
 7/24/98  Hasbro, Inc.                      8-K:7       7/14/98    7:338K                                   Skadden Arps Sla… LLP/FA

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