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This excerpt taken from the HAS DEF 14A filed Apr 6, 2009. Additional
Terms of Awards
Options. The Committee establishes the
exercise price per share for options, the term of options, the
time at which they may be exercised and such other terms as the
Committee deems appropriate, except that the exercise price of
each option shall be not less than the Fair Market Value (as
defined below) of the Common Stock on the date of grant.
“Fair Market Value” for purposes of the 2003 Plan
shall mean the average of the high and low sales prices of the
Common Stock as reported in The Wall Street Journal for New York
Stock Exchange Transactions or similar successor consolidated
transactions reports for the relevant date (or the comparable
consolidated transaction reports for any other national
securities exchange or for NASDAQ National Market Issues, if the
Common Stock is admitted for trading or quotation on said
exchange or market), or, if no sales of Common Stock were made
on said exchange or market on that date, the average of the high
and low sales prices of Common Stock as reported in said
composite transactions report for the preceding day on which
sales of Common Stock were made on said exchange or market. On
March 27, 2009, the average of the high and low sales
prices of the Common Stock, as reported in the New York Stock
Exchange Composite Transactions, was $25.44 per share.
Subject to the limitations described below, options will become
exercisable at such time or times, and on and subject to such
conditions, as the Committee may specify. Except in the case of
awards made in connection with the recruitment of new employees,
including new officers, or new directors, stock options shall
vest in equal annual installments over a period of not less than
three years. Notwithstanding the foregoing, the Committee may
provide for the acceleration of vesting of stock options upon
the death, disability, retirement or other termination of
employment or service of the participant. Unless the Committee
determines otherwise, payment of the purchase price in full in
cash is required upon option exercise.
Stock Appreciation Rights. The holder of a SAR
will be entitled to receive the excess of the fair market value,
calculated as of the exercise date, of a specified number of
shares over the grant price of the SAR. SARs need not be granted
in tandem with stock options.
Stock Awards. The 2003 Plan provides for the
award of restricted stock subject to forfeiture, deferred stock
and unrestricted stock which is immediately vested. A stock
award may provide the recipient with all of the rights of a
shareholder of the Company, including the right to vote the
shares and to receive any dividends.
Stock awards generally will be subject to certain conditions
established by the Committee, including continuous service with
the Company, or achievement of specific business objectives, and
other measurements of individual, business unit or Company
performance. Except in the case of awards made in connection
with the recruitment of new employees, including new officers,
or new directors, awards of restricted stock shall vest not
earlier than three years from the date of grant. Notwithstanding
the foregoing, the Committee may provide for the acceleration of
vesting of restricted stock awards upon the death, disability,
retirement or other termination of employment or service of the
participant.
Performance Awards. The Committee may grant
awards under the 2003 Plan, other than options and stock
appreciation rights, which are designed to qualify as
performance-based compensation. In the case of grants of stock
awards or cash awards, including to executive officers of the
Company designated by the Committee as a “covered
employee” under Section 162(m), the Committee may
establish one or more performance goals for such
participant or for the Company for the period of time designated
by the Committee at the time of grant of the award. As an
example, starting in 2006 the Company began granting contingent
stock performance awards which provide the recipients with the
ability to earn shares of the Company’s Common Stock based
upon the Company’s achievement of stated diluted earnings
per share and net revenues targets over specified performance
periods.
The performance goals for each participant under a performance
award shall be objectively determinable measures of performance
based on any one or a combination of the following criteria:
cash net earnings; core brands growth; core brands net revenues;
cost control; earnings before income taxes; earnings before
interest and taxes; earnings before interest, taxes and
depreciation; earnings before interest, taxes, depreciation and
amortization; economic value added; free cash flow; gross
profit; net cash provided by operating activities; net earnings;
earnings per share; net earnings per share; net revenues;
operating margin; operating profit; return on assets; return on
capital investment; return on net revenues; return on
shareholders’ equity; sales; stock price; total shareholder
return on common stock relative to S&P 500 Index; total
shareholder return on common stock relative to Russell 1000
Consumer Discretionary Index and working capital. These business
criteria may be measured on a consolidated basis or on a
segment, divisional, sector or other business unit basis (herein
collectively “business unit”), all as selected by the
Committee in each individual case.
The percentage vesting of any stock award
and/or cash
award shall in each case be based on the percentage of the
performance goal achieved, as determined by the Committee,
although the Committee generally has the discretion to reduce,
or refuse to make (but not to increase), any vesting of stock
awards or payments of cash awards payable as a result of the
achievement of a designated percentage of a performance goal.
Cash Awards. Cash awards generally will be
subject to certain conditions established by the Committee,
including continuous service with the Company, achievement of
specific business objectives, and/or other measurements of
individual, business unit or Company performance.
General. Awards may be granted for no cash
consideration or for such minimal cash consideration as may be
required by applicable law. Awards may provide that upon their
exercise or vesting the holder will receive cash, Common Stock
or any combination thereof as the Committee shall determine. Any
shares of stock deliverable under the 2003 Plan may consist in
whole or in part of authorized and unissued shares or treasury
shares.
Neither ISO’s, nor, except as the Committee otherwise
expressly provides, other awards may be transferred other than
by will or by the laws of descent and distribution, and during a
participant’s lifetime ISO’s (and, except as the
Committee otherwise expressly provides, other non-transferable
awards requiring exercise) may be exercised only by the
participant.
The 2003 Plan provides that immediately upon certain events
constituting a Change in Control all awards become 100% vested
and the value payable in either cash or shares of the
Company’s Common Stock, in the discretion of the Committee,
as soon as practicable after the Change in Control.
This excerpt taken from the HAS DEF 14A filed Apr 16, 2007. Additional
Terms of Awards
Options. The Committee establishes the
exercise price per share for options, the term of options, the
time at which they may be exercised and such other terms as the
Committee deems appropriate, except that the exercise price of
each option shall be not less than the Fair Market Value (as
defined below) of the Common Stock on the date of grant.
“Fair Market Value” for purposes of the 2003 Plan
shall mean the average of the high and low sales prices of the
Common Stock as reported in The Wall Street Journal for New York
Stock Exchange Transactions or similar successor consolidated
transactions reports for the relevant date (or the comparable
consolidated transaction reports for any other national
securities exchange or for NASDAQ National Market Issues, if the
Common Stock is admitted for trading or quotation on said
exchange or market), or, if no sales of Common Stock were made
on said exchange or market on that date, the average of the high
and low prices of Common Stock as reported in said composite
transactions report for the preceding day on which sales of
Common Stock were made on said exchange or market. On
March 30, 2007, the average of the high and low sales
prices of the Common Stock, as reported in the New York Stock
Exchange Composite Transactions, was $28.87.
Subject to the limitations described below, options will become
exercisable at such time or times, and on and subject to such
conditions, as the Committee may specify. Except in the case of
awards made in connection with the recruitment of new employees,
including new officers, or new directors, stock options shall
vest in equal annual installments over a period of not less than
three years. Notwithstanding the foregoing, the Committee may
provide for the acceleration of vesting of stock options upon
the death, disability, retirement or other termination of
employment or service of the participant. Unless the Committee
determines otherwise, payment of the purchase price in full in
cash or shares is required upon option exercise.
Stock Appreciation Rights. The holder of a SAR
will be entitled to receive the excess of the fair market value,
calculated as of the exercise date, of a specified number of
shares over the grant price of the SAR. SARs need not be granted
in tandem with stock options.
Stock Awards. The 2003 Plan provides for the
award of restricted stock subject to forfeiture, deferred stock
and unrestricted stock which is immediately vested. A stock
award may provide the recipient with all of the rights of a
shareholder of the Company, including the right to vote the
shares and to receive any dividends.
Stock awards generally will be subject to certain conditions
established by the Committee, including continuous service with
the Company, achievement of specific business objectives, and
other measurements of individual, business unit or Company
performance. Except in the case of awards made in connection
with the recruitment of new employees, including new officers,
or new directors, awards of restricted stock shall vest not
earlier than three years from the date of grant. Notwithstanding
the foregoing, the Committee may provide for the acceleration of
vesting of restricted stock awards upon the death, disability,
retirement or other termination of employment or service of the
participant.
Performance Awards. The Committee may grant
awards under the 2003 Plan, other than options and stock
appreciation rights, which are designed to qualify as
performance-based compensation. In the case of grants of stock
awards or cash awards, including to executive officers of the
Company designated by the Committee as a “covered
employee” under Section 162(m), the Committee may
establish one or more performance goals for such participant or
for the Company for the period of time designated by the
Committee at the time of grant of the award. As an example,
starting in 2006 the Company began granting contingent stock
performance awards which provide the recipients with the ability
to earn shares of the Company’s Common Stock based upon the
Company’s achievement of stated diluted earnings per share
and net revenues targets over specified performance periods.
The performance goals for each participant under a performance
award shall be objectively determinable measures of performance
based on any one or a combination of the following criteria:
cash net earnings; core brands
Table of Contents
growth; core brands net revenues; cost control; earnings before
income taxes; earnings before interest and taxes; earnings
before interest, taxes and depreciation; earnings before
interest, taxes, depreciation and amortization; economic value
added; free cash flow; gross profit; net cash provided by
operating activities; net earnings; earnings per share; net
earnings per share; net revenues; operating margin; operating
profit; return on assets; return on capital investment; return
on net revenues; return on shareholders’ equity; sales;
stock price; total shareholder return on common stock relative
to S&P 500 Index; total shareholder return on common stock
relative to Russell 1000 Consumer Discretionary Index and
working capital. These business criteria may be measured on a
consolidated basis or on a segment, divisional, sector or other
business unit basis (herein collectively “business
unit”), all as selected by the Committee in each individual
case.
The percentage vesting of any stock award
and/or cash
award shall in each case be based on the percentage of the
performance goal achieved, as determined by the Committee,
although the Committee generally has the discretion to reduce,
or refuse to make (but not to increase), any vesting of stock
awards or payments of cash awards payable as a result of the
achievement of a designated percentage of a performance goal.
Cash Awards. Cash awards generally will be
subject to certain conditions established by the Committee,
including continuous service with the Company, achievement of
specific business objectives, and other measurements of
individual, business unit or Company performance.
General. Awards may be granted for no cash
consideration or for such minimal cash consideration as may be
required by applicable law. Awards may provide that upon their
exercise or vesting the holder will receive cash, Common Stock
or any combination thereof as the Committee shall determine. Any
shares of stock deliverable under the 2003 Plan may consist in
whole or in part of authorized and unissued shares or treasury
shares.
Neither ISO’s, nor, except as the Committee otherwise
expressly provides, other awards may be transferred other than
by will or by the laws of descent and distribution, and during a
participant’s lifetime ISO’s (and, except as the
Committee otherwise expressly provides, other non-transferable
awards requiring exercise) may be exercised only by the
participant.
The 2003 Plan provides that immediately upon certain events
constituting a Change in Control all awards become 100% vested
and the value payable in either cash or shares of the
Company’s Common Stock, in the discretion of the Committee,
as soon as practicable after the Change in Control.
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