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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 Company’s shareholders
at the Company’s 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.”
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