Hasbro (HAS)

EMPLOYEE’S OBLIGATIONS

3.1

Employee shall, prior to March 31, 2007, return to the Company:

(a)

all Confidential Information; and

(b)

all property belonging to the Company including (but not limited to) any Company credit card, keys, security pass, identity badge, pager or fax machine.

(c)

Employee shall be permitted to keep his laptop computer, provided that arrangements are made prior to March 31, 2007 in a manner satisfactory to the Company to erase all Company-related information and remove all company-licensed software residing thereon.  

For purposes of this Agreement, “Confidential Information” shall mean any non-publicly available information regarding the Company’s business, operations, marketing and sales plans and strategies, know-how, prospects, objectives, designs, products, sales, technology, distribution, research and development, operations, advertising, methods of pricing, costs, financial condition and results, customers and potential customers, suppliers, employees (including without limitation management organisation and related information, personnel and compensation policies and other information concerning the remuneration and benefits paid to employees of the Company), as well as formulae, patterns, compilations, studies, methods, techniques, processes, and system analyses, and any other non-public financial, commercial, business, technical, and marketing information concerning the Company and/or any of the products or services made, developed, and/or sold by the Company.  “Confidential Information” shall also include any information received from third parties under confidential conditions, but shall exclude any information which is in the public domain other than as a result of the Employee’s breach of his obligations of confidentiality or breach of such obligations by another person. For the avoidance of doubt, nothing in this clause shall prejudice the rights conferred by or  referred to in clause 2.

3.2

Employee shall, prior to the Termination Date or such earlier date as is specified by the Company, delete irretrievably any information relating to the business of the Company that he has stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Company.

3.3

Until and during the Garden Leave period, and following the Termination Date, Employee will continue to keep secret all Confidential Information, and will not use it for his own or another’s advantage or reveal it to any other person, firm, company or organization.  The foregoing restriction shall not prevent the Employee from disclosing information which he is entitled to disclose under the Public Interest Disclosure Act of 1998, provided that the disclosure is made in accordance with the provisions of that Act.

3.4

Employee acknowledges that he has resigned from his positions as President of Hasbro Europe and as Interim Chief Marketing Officer, and shall resign immediately from any other office, directorship or other position that he holds in or on behalf of the Company or any Group Company.  The Employee irrevocably appoints the Company to be his attorney in his name and on his behalf to sign any instrument in order to give the Company (or its nominee) the full benefit of the provisions of this clause.

3.5

Until and during the Garden Leave period, Employee agrees to make himself available to, and to cooperate fully with, the Company or its advisors in any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings.  The Employee acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company.  Employee further agrees to promptly and fully answer any requests for information received from the Company.