Annual Report — [x] Reg. S-K Item 405 — Form 10-K
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Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 HTML 711K
2: EX-3.C Articles of Incorporation/Organization or By-Laws 18 73K
3: EX-4.D Instrument Defining the Rights of Security Holders 203 644K
4: EX-10.TT Material Contract 8 31K
5: EX-11 Statement re: Computation of Earnings Per Share 2 7K
6: EX-12 Statement re: Computation of Ratios 2 7K
7: EX-21 Subsidiaries of the Registrant 2 9K
8: EX-23 Consent of Experts or Counsel 1 7K
EX-10.TT — Material Contract
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Exhibit 10 (tt)
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of October 31, 2001,
by and between Hasbro, Inc., a Rhode Island corporation with a principal place
of business at 1027 Newport Avenue, Pawtucket, RI 02862 ("Hasbro"), and Brian
Goldner, an individual with a residence at 324 50 Park Row W, Providence, RI
02903 (the "Employee").
WHEREAS, Hasbro desires to continue to employ Employee and assist the Employee
in relocating to Rhode Island;
WHEREAS, Employee desires to continue to be employed by Hasbro and receive
assistance from Hasbro to relocate to Rhode Island; and
WHEREAS, Hasbro and Employee desire to amend and restate the terms and
conditions of Employee's employment as set forth in that certain Employment
Agreement dated March 18, 2000.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. TERM OF EMPLOYMENT. Hasbro hereby agrees to continue to employ Employee and
Employee hereby accepts continued employment with Hasbro for the period
commencing on or about July 1, 2001 (the "Commencement Date") and ending on June
30, 2004, (the "Term") subject to the terms and conditions set forth below and
unless otherwise terminated in accordance with the provisions of Section 4.
2. TITLE; REPORTING EMPLOYEE. Employee shall serve as President, US Toys and
agrees to undertake the duties and responsibilities described herein and such
other duties and responsibilities as are assigned to Employee. Employee agrees
to devote his entire business time, attention and energies to the business and
interests of Hasbro during the Term. Employee agrees to comply with all Hasbro
and applicable Hasbro policies that are in effect during the Term.
3. COMPENSATION AND BENEFITS.
3.1 SALARY. Hasbro shall pay to Employee, an annual base salary of Five
Hundred Twenty Five Thousand Dollars ($525,000) in biweekly installments, less
all applicable taxes and withholdings. Provided Employee remains employed by
Hasbro in the capacity noted in 2, above, Employee's salary shall be adjusted to
Five Hundred Fifty Thousand Dollars
($550,000) on or about March 19, 2002. During the remainder of the Term, and
provided Employee remains employed by Hasbro in the capacity noted in 2, above,
Employee's salary shall be adjusted in accordance with Hasbro's salary
guidelines for senior executives.
3.2 SIGN-ON BONUS. Employee has received a sign-on bonus of Two Hundred
Fifty Thousand Dollars ($250,000). If Employee (i) voluntarily leaves the employ
of Hasbro or (ii) is terminated by Hasbro pursuant to Paragraph 4.1 below, prior
to March 18, 2002, Employee shall repay one half (1/2) of such sign-on bonus to
Hasbro on the date Employee terminates his employment with Hasbro. Employee
shall be entitled to retain any bonus previously paid if Employee's termination
is for any reason other than Employee voluntarily leaving the employ of Hasbro
or Employee is terminated pursuant to Paragraph 4.1.
3.3 MANAGEMENT INCENTIVE PLAN BONUS.
(a) During the Term, Employee will be eligible to receive a Management
Incentive Plan bonus based on a target of fifty percent (50%) of Employee's
earned base salary for the incentive year. Actual bonus awards may vary
depending on Hasbro, or Employee's performance, and are discretionary.
(b) Notwithstanding the foregoing, Employee received a Management
Incentive Plan Bonus for calendar year 2000 of Two Hundred Fifty Thousand
Dollars ($250,000) (the "2000 MIP Bonus"). If Employee terminates his employment
pursuant to Paragraph 4.4 below between March 19, 2001 and March 18, 2002,
Employee shall repay Hasbro two-thirds (2/3) of the 2000 MIP Bonus paid. If
Employee terminates his employment pursuant to Paragraph 4.4 below between March
19, 2002 and March 18, 2003, Employee shall repay Hasbro one-third (1/3) of the
2000 MIP Bonus paid. All repayments of the 2000 MIP Bonus shall be made on the
date Employee terminates his employment with Hasbro. Employee shall be entitled
to retain any of the 2000 MIP Bonus if termination is for any reason other than
pursuant to Paragraph 4.1 or 4.4 below.
3.4 STOCK OPTION AND RESTRICTED STOCK GRANTS.
(a) Hasbro has granted Employee a non-qualified stock option for the
purchase of 50,000 shares of common stock of Hasbro. Such option has an exercise
price equal to the mean of the high and low prices of the shares on March 20,
2000 and shall vest in three equal annual installments commencing March 18,
2001. Such option was granted pursuant to Hasbro's standard form of Stock Option
Agreement, as modified to reflect the last sentence of Section 5.3 below.
(b) Hasbro has granted Employee a non-qualified stock option for the
purchase of 100,000 shares of common stock of Hasbro. Such option has an
exercise price equal to ten percent (10%) higher than the mean of the high and
low prices of the shares on March 20, 2000. Such option shall vest in five equal
annual installments commencing March 18, 2001. Such option was granted pursuant
to Hasbro's standard form of Stock Option Agreement for premium priced options,
as modified to reflect the last sentence of Section 5.3 below.
(c) Hasbro has granted Employee 61,000 restricted shares of Hasbro
common stock, effective March 18, 2000. Such restricted shares shall vest in one
installment on March 18, 2003 and certificate(s) for such restricted shares
shall be held in escrow and shall contain legends, which indicate the shares are
subject to forfeiture and transfer restrictions. The grant of restricted shares
of common stock shall be granted pursuant to Hasbro's standard form of
Restricted Stock Agreement.
(d) FRINGE BENEFITS. Employee shall be entitled to participate in
benefit programs that Hasbro establishes and makes available to its senior
officers to the extent that Employee's position, tenure, salary and other
qualifications make Employee eligible to participate, including but not limited
to Hasbro's group life insurance, short and long term disability insurance,
medical, dental, pension, 401(k) savings, stock incentive programs and deferred
compensation programs for salaried employees, as in effect from time-to-time.
Employee shall be entitled to 4 weeks paid vacation per year, in accordance with
Hasbro's vacation policy and to be taken at a mutually agreeable time.
3.5 AIR TRAVEL. All air travel by Employee for business or relocation
purposes shall be at business class level and if business class is not
available, first class provided that first class is approved by Employee's
immediate supervisor.
3.6 COMPANY CAR ALLOWANCE/LEASE. Employee shall continue to receive an
automobile leased by Hasbro for Employee until the lease of the automobile
expires, at which time Employee's monthly base salary shall be increased by the
Employee's monthly car allowance of Eight Hundred Sixty Dollars ($860.00), and
Employee shall no longer receive a leased automobile from the Company.
3.7 RELOCATION. Employee shall be entitled to relocation assistance
pursuant to Hasbro's Relocation Expenses for Transferred Employees and Executive
New Hires (the "Relocation Policy"), a copy of which Employee acknowledges he
has received and reviewed. Hasbro and the Employee agree that Sections 2.4, 4.2,
9.2, 9.3 and 11 of the Relocation Policy shall not apply; however, Employee
agrees that Employee will use reasonable efforts to relocate to the Providence,
Rhode Island area by September 1, 2001. Hasbro and Employee further agree: (a)
Section 6.2 of the Relocation Policy shall be construed to mean that insurance
on household goods will be for full replacement value; and (b) Section 7.1 of
the Relocation Policy will be modified such that the miscellaneous expenses
maximum shall be Ten Thousand Dollars ($10,000).
3.8 ADDITIONAL RELOCATION BENEFITS. Provided Employee relocates to the
Providence, Rhode Island area on or about September 1, 2001, Hasbro shall
provide Employee with a mortgage buy-down benefit of up to (a) three percent
(3%) for the first twelve (12) months Employee owns the home; (b) two percent
(2%) for the second twelve (12) months Employee owns the home and (c) one
percent (1%) for the third twelve (12) month period Employee owns the home. Such
mortgage buy-down benefit shall be administered in accordance with Company
policy and through the Company's third party administrator. Hasbro shall also
pay Employee a relocation bonus of forty percent (40%) of Employee's
base salary. If Employee (i) voluntarily leaves the employ of Hasbro or (ii) is
terminated by Hasbro pursuant to paragraph 4.1 below, prior to July 1, 2002,
Employee shall repay the entire relocation bonus to Hasbro on the date Employee
terminates his employment with Hasbro.
3.9 CHANGE OF CONTROL AGREEMENT. Hasbro and the Employee have entered into
Hasbro's standard form of Change of Control Agreement as amended.
4. EMPLOYMENT TERMINATION. Employee's employment by Hasbro pursuant to this
Agreement shall terminate upon the occurrence of any of the following:
4.1 At the election of Hasbro, for cause, immediately upon written notice
to Employee by Hasbro. For the purposes of this Section 4.1, for cause
termination shall be deemed to exist upon (a) Employee's material failure to
perform (i) Employee's assigned duties for Hasbro; or (ii) Employee's
obligations under this Agreement; (b) conduct of the Employee involving fraud,
gross negligence or willful misconduct or other action which damages the
reputation of Hasbro; (c) Employee's indictment for or conviction of, or the
entry of a pleading of guilty or nolo contendere by Employee to, any crime
involving moral turpitude or any felony; (d) Employee's fraud, embezzlement or
other intentional misappropriation from Hasbro; or (e) Employee's material
breach of any material policies, rules or regulations of employment which may be
adopted or amended from time to time by Hasbro. Hasbro shall provide Employee in
writing of any alleged violation of (a) or (b) above, after which Employee shall
have thirty (30) days to cure such violation.
4.2 Thirty days after Employee's death or disability. As used in this
Agreement, the term "disability" shall mean Employee's inability, due to a
physical or mental disability, for a period of 180 consecutive days, to perform
the services contemplated under this Agreement, with or without reasonable
accommodation. A determination of disability shall be made by a physician
satisfactory to both Employee and Hasbro, provided that if Employee and Hasbro
do not agree on a physician, Employee and Hasbro shall each select a physician
and these two together shall select a third physician, whose determination as to
disability shall be binding on all parties.
4.3 At the election of Hasbro without cause and not because of a "Change of
Control."
4.4 At Employee's election without cause, as defined above, upon not less
than sixty (60) days notice.
5. EFFECT OF TERMINATION.
5.1 TERMINATION FOR CAUSE OR AT EMPLOYEE'S ELECTION. In the event
Employee's employment is terminated for cause pursuant to Section 4.1 or at
Employee's election pursuant to Section 4.4, Hasbro shall pay Employee the
compensation and benefits otherwise payable to Employee under Section 3 through
the last day of Employee's actual employment by Hasbro.
5.2 TERMINATION FOR DEATH OR DISABILITY. If Employee's employment is
terminated by death or because of disability pursuant to Section 4.2, Hasbro
shall pay to Employee's estate or to Employee, as the case may be, the
compensation which would otherwise be payable to Employee up to the end of the
month in which the termination of Employee's employment because of death or
disability occurs. All stock options and restricted stock granted to Employee
shall vest and be exercisable in accordance with the relevant agreements and
plans.
5.3 TERMINATION AT THE ELECTION OF HASBRO. If Employee's employment is
terminated at the election of Hasbro pursuant to Section 4.3 and provided
Employee executes a full and complete release in a form prepared by Hasbro, then
Employee shall be entitled to the greater of: (a) Employee's base salary at the
times and in the amounts that would have been paid to Employee had Employee
remained in the employ of the Company for the balance of the Term; or (b)
twenty-four (24) months of base salary continuation. Such base salary
continuation shall be less all applicable taxes and withholdings, and shall be
paid in accordance with the applicable severance plan for Hasbro Salaried
Employees (the "Severance Plan"). Notwithstanding the provisions of the
Severance Plan or this Paragraph 5.3, provided that Employee executes a full and
complete release in a form prepared by Hasbro, if Employee's employment is
terminated pursuant to Section 4.3 , all unvested stock options and restricted
stock will become vested and any bonus repayment obligations of Employee, as set
forth in paragraphs 3.2, 3.3, or 3.8 above, will terminate.
5.4 SURVIVAL. The provisions of Sections 6 and 7 below shall survive the
termination of this Agreement.
6. NON-SOLICITATION.
(a) During the Employment Period and for a period of one (1) year after
the termination or expiration thereof, for any reason, Employee will not
directly or indirectly:
(i) either alone or in association with others, solicit, or permit
any person or organizations 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 Hasbro to leave the employ of
Hasbro or terminate his or her employment relationship with either Hasbro, or
hire or attempt to hire or induce, any employee or employees of Hasbro to
terminate their employment with, or otherwise cease their relationship with
Hasbro; or
(ii) solicit, divert or take away, or attempt to divert or to take
away, the business or patronage of any of the clients, customers or accounts, or
prospective clients, customers or accounts, of Hasbro;
(b) The geographic scope of this Section 6 shall extend to anywhere
Hasbro or its respective subsidiaries is doing business at the time of
termination or expiration. If any restriction set forth in this Section 6 is
found by any court of competent jurisdiction to be
unenforceable because it extends for too long a period of time or over too great
a range of activities or in too broad a geographic area, it shall be interpreted
to extend only over the maximum period of time, range of activities or
geographic area as to which it may be enforceable.
(c) Employee acknowledges that the restrictions contained in this
Section 6 are necessary for the protection of the business and goodwill of
Hasbro and are considered by Employee to be reasonable for such purpose.
Employee agrees that any breach of this Section 6 will cause Hasbro substantial
and irrevocable damage, and therefore, in the event of any such breach, in
addition to such other remedies which may be available, Hasbro shall have the
right to obtain and receive specific performance and injunctive relief without
posting a bond or other security.
7. OTHER AGREEMENTS.
(a) Employee hereby represents that Employee is not bound by the terms
of any agreement with any previous employer or other party, which would impair
Employee's right or ability to enter the employ of Hasbro or perform fully
Employee's obligations pursuant to this Agreement. Employee further represents
and warrants that Employee's performance of all the terms of this Agreement and
as an Employee of Hasbro does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by Employee in
confidence or in trust prior to Employee's employment with Hasbro.
(b) Employee agrees and acknowledges that he has executed Hasbro's
Invention Assignment and Proprietary Information Agreement.
8. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed effective upon personal delivery or upon deposit in
the United States Mail, by registered or certified mail, postage prepaid,
addressed to Hasbro at 1027 Newport Avenue, Pawtucket, RI 02862 Attention:
General Counsel and to Employee and to Employee's attorney, Robert F. Krug, Jr.,
Carponelli & Krug, Suite 2350, 55 W. Monroe Street, Chicago, IL 60603 or at such
other address or addresses as either party shall designate to the other in
accordance with this Section 8.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties and supersedes all prior agreements and understandings, whether
written or oral, relating to the subject matter of this Agreement, including but
not limited to that certain Employment Agreement by and between the Employee,
and Tiger Electronics Ltd. and the Company.
10. AMENDMENT. This Agreement may be amended or modified only by a written
instrument executed by Employee and Hasbro.
11. GOVERNING LAW. This Agreement shall be construed, interpreted and enforced
in accordance with the laws of the State of Rhode Island and Employee consents
to the
exclusive jurisdiction of the Federal District Court for the District of Rhode
Island to resolve all disputes arising out of Employee's employment relationship
with the Company.
12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which Hasbro may be merged or which
may succeed to its assets or business, provided, however, that Employee's
obligations are personal and shall not be assigned by Employee.
13. MISCELLANEOUS.
13.1 No delay or omission by Hasbro in exercising any right under this
Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by Hasbro 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.
13.2 The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance of
any Section of this Agreement.
13.3 In case any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.
13.4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the day and year set forth above.
Hasbro, Inc.
/s/ Al Verrecchia
-----------------------------
By: Al Verrecchia
Title: President and Chief
Operating Officer
/s/ Brian Goldner
-----------------------------
Brian Goldner
Dates Referenced Herein and Documents Incorporated by Reference
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| | 6/30/04 | | 1 | | | | | 4 |
| | 3/18/03 | | 2 | | 3 |
| | 7/1/02 | | 4 |
| Filed on: | | 3/29/02 |
| | 3/19/02 | | 2 |
| | 3/18/02 | | 2 |
| For Period End: | | 12/30/01 |
| | 10/31/01 | | 1 |
| | 9/1/01 | | 3 |
| | 7/1/01 | | 1 | | | | | 10-Q |
| | 3/19/01 | | 2 |
| | 3/18/01 | | 2 |
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