Hasbro (HAS)

GENERAL PROVISIONS

7.1

This Agreement shall be deemed to be without prejudice and subject to contract until such time as it is signed by both parties, when it shall be treated as an open document evidencing a binding agreement.  Employee agrees that the terms of this Agreement are offered by the Company without any admission of liability.

7.2

This Agreement is made under the provisions of: s203 of the Employment Rights Act of 1996; s9 of the Disability Discrimination Act 1995; and Schedule 5 of the Employment Equality (age) Regulations 2006 and the parties acknowledge that the conditions regulating compromise agreements under those acts and regulations have been satisfied.

7.3

Each party acknowledges and agrees with the other party that:

(a)

this Agreement constitutes the entire agreement and understanding between Employee and the Company and supersedes any previous agreement, communications, representations and negotiations (whether written or oral) between them relating to Employee’s employment by the Company or the termination thereof (including any agreement with any Group Company);

(b)

the only remedy available to it for breach of this Agreement shall be for breach of contract under the terms of this Agreement.

7.4

No variation of this Agreement shall be valid unless it is in writing and signed by each of the parties.

7.5

This Agreement may be executed in any number of counterparts, each of which, when executed, shall be original, and all the counterparts together shall constitute one and the same instrument.

7.6

This Agreement shall be governed by and construed in accordance with the law of England and Wales.  Each party irrevocably agrees to submit to the jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement.

IN WITNESS WHEREOF, Employee has executed this Agreement as a deed, and the Company has caused these presents to be executed in its name and on its behalf, as of the date hereof.

In the presence of

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Schedule 1

JAKKS Pacific, Inc.

LeapFrog Enterprises, Inc.

LEGO Group

Mattel, Inc.

MGA Entertainment, Inc.

NAMCO BANDAI Holdings, Inc.  

PLAYMOBIL

Spin Master Ltd.

TOMY Company, Ltd.

Vivid Imaginations Ltd.

VTech Holdings Ltd.

Including all parent, subsidiaries and affiliates thereof.

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Schedule 2

ADVISER’S CERTIFICATE

I hereby confirm as follows:-

1.

I am a Barrister.

2.

I have advised Employee of the terms and effect of the above Agreement, and in particular, its effect on Employee’s ability to pursue the rights set out in the Agreement.

3.

I have advised Employee on all and any claims that he may have arising out of or in connection with his employment contract, his employment with the Employer or its termination, and these are set out in their entirety paragraph in clause 5 of the Agreement.

4.

I am not acting and have not acted in relation to this matter for the Company or for any associated employer.

5.

There is in force a policy of insurance covering the risk of a claim by Employee in respect of loss arising in consequence of the advice I have given.

/s/ Duncan Bain

Signed:

Name:

DUNCAN BAIN

Firm:

Morgan Cole

Address:

Apex Plaza, Forbury Road, READING

RG1 1AX

7 March 2007

Date:

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