This excerpt taken from the HAS DEF 14A filed Apr 6, 2009.
HASBRO, INC. RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN
The Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (the 2003 Plan) is hereby amended in the manner set forth below, such amendment to be effective as of the effective time of approval of this First Amendment to Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (the First Amendment) by the shareholders of Hasbro, Inc. (the Company).
Notwithstanding the foregoing, this First Amendment shall only become effective if approved by the Companys shareholders at the Companys 2009 Annual Meeting of Shareholders, or any adjournment thereof.
1. The first two sentences of Section 5(a) of the 2003 Plan are deleted and replaced in their entirety with the following:
A maximum of 23,500,000 shares of Stock may be delivered pursuant to Awards under the Plan. No more than 4,090,000 shares of Stock may be delivered pursuant to Awards other than Stock Options or SARs.
2. The third sentence of Section 3 of the 2003 Plan is deleted and replaced in its entirety with the following:
The Plan shall remain in effect until December 31, 2013 unless sooner terminated by the Board, subject to Section 10 hereof.
3. Subsections (a)(ii) and (b) of the first sentence of Section 7(b)(3) of the Plan are removed and the remaining subsections of subsection (a) renumbered such that Section 7(b)(3) now reads in its entirety as follows:
(3) Payment Of Exercise Price. Where the exercise of an Award is to be accompanied by payment, the Administrator may determine the required or permitted forms of payment, subject to the following: (a) all payments will be by cash or check acceptable to the Administrator, or, if so permitted by the Administrator and if legally permissible, (i) through the delivery of shares of Stock that have been outstanding for at least six months (unless the Administrator approves a shorter period) and that have a Fair Market Value equal to the exercise price, (ii) through a broker-assisted exercise program acceptable to the Administrator, (iii) by any other means acceptable to the Administrator or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause (a)(i) above in this Section 7(b)(3) may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.
4. The first sentence of Section 7(a)(5) of the 2003 Plan is deleted and replaced in its entirety with the following:
The Administrator may provide for the payment of amounts in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award, provided that no such cash dividends or distributions will be paid or accrued with respect to Awards subject to performance criteria (other than time vesting criteria) that have not yet been met.