|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the HAS DEF 14A filed Apr 6, 2009. Chairmanship
Agreement with Alan G. Hassenfeld
Effective on August 30, 2005 the Company entered into a
Chairmanship Agreement, which agreement was subsequently amended
effective May 22, 2008 (as amended, the “Chairmanship
Agreement”) with Alan G. Hassenfeld.
Pursuant to the Chairmanship Agreement, beginning on
May 22, 2008, Mr. Hassenfeld serves as a non-employee
member of the Board and as Chairman of the Executive Committee
of the Board for an initial two-year term. Thereafter,
Mr. Hassenfeld’s Chairmanship Agreement is subject to
renewal for additional one-year periods unless he or the Board
provide notice of the intent not to renew by
December 31st of
the year prior to the end of the then current term.
Mr. Hassenfeld’s continued service as the non-employee
Chairman of the Executive Committee will be contingent upon his
annual reelection to the Board by the Company’s
shareholders.
Mr. Hassenfeld receives a retainer during the Chairmanship
Period of $300,000 per year (the “Chairmanship
Retainer”) and is eligible to receive Board meeting fees,
equity grants and such other benefits (excluding the general
non-employee Board retainer, which Mr. Hassenfeld does not
receive) as may be provided from time to time to the other
non-employee members of the Company’s Board. During the
Chairmanship Period, the Company shall (a) bear the
reasonable cost of salary and benefits for one secretary for
Mr. Hassenfeld; (b) reimburse Mr. Hassenfeld on a
quarterly basis for the cost of mutually-acceptable office space
for Mr. Hassenfeld and his support staff in Providence,
Rhode Island (the “Providence office space”);
(c) pay $6,250 per calendar quarter towards office expenses
incurred in connection with the operation of the Providence
office; and (d) pay $50,000 per calendar quarter towards
expenses incurred by Mr. Hassenfeld in connection with his
activities as a director of Hasbro, his chairmanship of the ICTI
“CARE” process, and as a public “ambassador”
for the toy industry (including, without limitation, travel
expenses and dues for membership in such organizations as the
World Economic Forum).
By virtue of his ongoing service as a member of the Board,
Mr. Hassenfeld’s outstanding stock options will
continue to vest, in accordance with their terms, during the
time that Mr. Hassenfeld serves as a non-employee director.
In the event that Mr. Hassenfeld’s service as a
non-employee Chairman of the Executive Committee of the Board
ends due to his resignation, death, disability, or failure to be
re-elected to the Board by the Company’s shareholders, or
in the event that the Company terminates
Mr. Hassenfeld’s service for Cause (as defined in the
Chairmanship Agreement), Mr. Hassenfeld’s compensation
as a non-employee Chairman of the Executive Committee, including
the Chairmanship Retainer and any additional compensation
provided to non-employee directors, would cease immediately. If
Mr. Hassenfeld’s service is terminated by Hasbro
without Cause during the Chairmanship Period,
Mr. Hassenfeld would be entitled to receive the
Chairmanship Retainer payable for the remaining time of the
Chairmanship Period. In the case of termination resulting from
disability, failure to be reelected, or without Cause by Hasbro,
Mr. Hassenfeld would continue to receive his retirement
benefits as well.
The Chairmanship Agreement contains certain post-Chairmanship
restrictions on Mr. Hassenfeld, including a two-year
non-competition agreement and provisions protecting
Hasbro’s confidential information.
This excerpt taken from the HAS DEF 14A filed Apr 8, 2008. Chairmanship
Agreement with Alan G. Hassenfeld
Effective on August 30, 2005 the Company entered into a
Chairmanship Agreement (the “Chairmanship Agreement”)
with Alan G. Hassenfeld. The Chairmanship Agreement provided for
Mr. Hassenfeld’s transition from an employee Chairman
of the Board to a non-employee Chairman of the Board. Pursuant
to the Chairmanship Agreement, Mr. Hassenfeld continued to
serve as an employee Chairman of the Company until
December 31, 2005 (the “Transition Date”).
On the Transition Date, Mr. Hassenfeld ceased to be an
employee of the Company and his employee salary, bonus and other
employee benefits ceased as well, provided that
Mr. Hassenfeld retained all of his vested retirement
benefits provided under the Company’s retirement plans, as
well as all other retirement benefits generally made available
to
Table of Contents
retired employees under other plans and programs of the Company.
Following the Transition Date, Mr. Hassenfeld serves as the
non-employee Chairman of the Board for an initial three-year
term beginning January 1, 2006 and ending on
December 31, 2008 (the “Chairmanship Period”).
Thereafter, Mr. Hassenfeld’s Chairmanship Agreement is
subject to renewal for additional one-year periods unless he or
the Board provide notice of the intent not to renew at least six
months prior to the end of the then current term.
Mr. Hassenfeld’s continued service as the non-employee
Chairman of the Board will be contingent upon his annual
reelection to the Board by the Company’s shareholders.
The Chairmanship Agreement provides that during the Chairmanship
Period, Mr. Hassenfeld shall provide leadership to the
Board by, among other things, working with the Chief Executive
Officer, the Presiding Director and the Corporate Secretary to
set Board calendars, determine agendas for Board meetings,
ensure proper flow of information to Board members, facilitate
effective operation of the Board and its Committees, help
promote Board succession planning and the recruitment and
orientation of new directors, address issues of director
performance, assist in consideration and Board adoption of the
Company’s strategic plan and annual operating plans, and
help promote senior management succession planning. In addition,
the Chairman will assist the Company’s Chief Executive
Officer by advising on Board-related issues, helping to develop
programs and actions to reinforce Hasbro’s core values,
providing leadership in the development of the Company’s
corporate social responsibility strategy, acting as a Company
spokesperson on issues of corporate social responsibility, and
representing the Company at industry conferences, as appropriate.
Mr. Hassenfeld receives a retainer during the Chairmanship
Period of $300,000 per year (the “Chairmanship
Retainer”) and is eligible to receive Board meeting fees,
equity grants and such other benefits (excluding the general
non-employee Board retainer, which Mr. Hassenfeld does not
receive) as may be provided from time to time to the other
non-employee members of the Company’s Board. During the
Chairmanship Period, Mr. Hassenfeld is also entitled to an
office, support services and expense reimbursement pursuant to
an agreed budget.
As of the Transition Date, Mr. Hassenfeld became eligible
to begin receiving a retirement pension benefit payable in
regular monthly installments during his remaining lifetime. This
annual pension benefit, payable in a single-life annuity, will
be $814,500 a year until Mr. Hassenfeld reaches the age of
65. Thereafter, the annual pension benefit will be $796,800.
These pension benefit payments include all pension benefits
previously accrued by Mr. Hassenfeld as an employee of the
Company. In the event of Mr. Hassenfeld’s death, the
pension benefits described in the preceding sentences would be
payable in an actuarially equivalent joint and survivor form to
Mr. Hassenfeld’s spouse. In addition, by virtue of his
ongoing service as Chairman of the Board,
Mr. Hassenfeld’s outstanding stock options will
continue to vest, in accordance with their terms, during the
time that Mr. Hassenfeld serves as a non-employee Chairman.
In the event that Mr. Hassenfeld’s service as a
non-employee Chairman ends due to his resignation, death,
disability, or failure to be reelected to the Board by the
Company’s shareholders, or in the event that the Company
terminates Mr. Hassenfeld’s service as Chairman for
Cause (as defined in the Chairmanship Agreement),
Mr. Hassenfeld’s compensation as a non-employee
Chairman, including the Chairmanship Retainer and any additional
compensation provided to non-employee directors, would cease
immediately. If Mr. Hassenfeld’s service as Chairman
is terminated by Hasbro without Cause during the Chairmanship
Period, Mr. Hassenfeld would be entitled to receive the
Chairmanship Retainer payable for the remaining time of the
Chairmanship Period. In the case of termination resulting from
disability, failure to be reelected, or without Cause by Hasbro,
Mr. Hassenfeld would continue to receive his retirement
benefits described above as well.
The Chairmanship Agreement contains certain post-Chairmanship
restrictions on Mr. Hassenfeld, including a two-year
non-competition agreement and provisions protecting
Hasbro’s confidential information.
The Company and Mr. Hassenfeld are in discussions concerning an
amendment to the Chairmanship Agreement which will provide that
Mr. Hassenfeld will cease to be Chairman of the Board effective
May 22, 2008.
This excerpt taken from the HAS DEF 14A filed Apr 16, 2007. Chairmanship
Agreement with Alan G. Hassenfeld
Effective on August 30, 2005 the Company entered into a
Chairmanship Agreement (the “Chairmanship Agreement”)
with Alan G. Hassenfeld. The Chairmanship Agreement provided for
Mr. Hassenfeld’s transition from an employee Chairman
of the Board to a non-employee Chairman of the Board. Pursuant
to the Chairmanship Agreement, Mr. Hassenfeld continued to
serve as an employee Chairman of the Company until
December 31, 2005 (the “Transition Date”).
On the Transition Date, Mr. Hassenfeld ceased to be an
employee of the Company and his employee salary, bonus and other
employee benefits ceased as well, provided that
Mr. Hassenfeld retained all of his vested retirement
benefits provided under the Company’s retirement plans, as
well as all other retirement benefits generally made available
to retired employees under other plans and programs of the
Company. Following the Transition Date, Mr. Hassenfeld
serves as the non-employee Chairman of the Board for an initial
three-year term beginning January 1, 2006 and ending on
December 31, 2008 (the “Chairmanship Period”).
Thereafter, Mr. Hassenfeld’s Chairmanship Agreement is
subject to renewal for additional one-year periods unless he or
the Board provide notice of the intent not to renew at least six
months prior to the end of the then current term.
Mr. Hassenfeld’s continued
Table of Contents
service as the non-employee Chairman of the Board will be
contingent upon his annual reelection to the Board by the
Company’s shareholders.
The Chairmanship Agreement provides that during the Chairmanship
Period, Mr. Hassenfeld shall provide leadership to the
Board by, among other things, working with the Chief Executive
Officer, the Presiding Director and the Corporate Secretary to
set Board calendars, determine agendas for Board meetings,
ensure proper flow of information to Board members, facilitate
effective operation of the Board and its Committees, help
promote Board succession planning and the recruitment and
orientation of new directors, address issues of director
performance, assist in consideration and Board adoption of the
Company’s strategic plan and annual operating plans, and
help promote senior management succession planning. In addition,
the Chairman will assist the Company’s Chief Executive
Officer by advising on Board-related issues, helping to develop
programs and actions to reinforce Hasbro’s core values,
providing leadership in the development of the Company’s
corporate social responsibility strategy, acting as a Company
spokesperson on issues of corporate social responsibility, and
representing the Company at industry conferences, as appropriate.
Mr. Hassenfeld receives a retainer during the Chairmanship
Period of $300,000 per year (the “Chairmanship
Retainer”) and is eligible to receive Board meeting fees,
equity grants and such other benefits (excluding the general
non-employee Board retainer, which Mr. Hassenfeld does not
receive) as may be provided from time to time to the other
non-employee members of the Company’s Board. During the
Chairmanship Period, Mr. Hassenfeld is also entitled to an
office, support services and expense reimbursement pursuant to
an agreed budget.
As of the Transition Date, Mr. Hassenfeld became eligible
to begin receiving a retirement pension benefit payable in
regular monthly installments during his remaining lifetime. This
annual pension benefit, payable in a single-life annuity, will
be $814,500 a year until Mr. Hassenfeld reaches the age of
65. Thereafter, the annual pension benefit will be $796,800.
These pension benefit payments include all pension benefits
previously accrued by Mr. Hassenfeld as an employee of the
Company. In the event of Mr. Hassenfeld’s death, the
pension benefits described in the preceding sentences would be
payable in an actuarially equivalent joint and survivor form to
Mr. Hassenfeld’s spouse. In addition, by virtue of his
ongoing service as Chairman of the Board,
Mr. Hassenfeld’s outstanding stock options will
continue to vest, in accordance with their terms, during the
time that Mr. Hassenfeld serves as a non-employee Chairman.
In the event that Mr. Hassenfeld’s service as a
non-employee Chairman ends due to his resignation, death,
disability, or failure to be reelected to the Board by the
Company’s shareholders, or in the event that the Company
terminates Mr. Hassenfeld’s service as Chairman for
Cause (as defined in the Chairmanship Agreement),
Mr. Hassenfeld’s compensation as a non-employee
Chairman, including the Chairmanship Retainer and any additional
compensation provided to non-employee directors, would cease
immediately. If Mr. Hassenfeld’s service as Chairman
is terminated by Hasbro without Cause during the Chairmanship
Period, Mr. Hassenfeld would be entitled to receive the
Chairmanship Retainer payable for the remaining time of the
Chairmanship Period. In the case of termination resulting from
disability, failure to be reelected, or without Cause by Hasbro,
Mr. Hassenfeld would continue to receive his retirement
benefits described above as well.
The Chairmanship Agreement contains certain post-Chairmanship
restrictions on Mr. Hassenfeld, including a two-year
non-competition agreement and provisions protecting
Hasbro’s confidential information.
| EXCERPTS ON THIS PAGE:
|
| |||||||
