Hasbro (HAS)

 

If the Amendments are approved a total of 23,500,000 shares of Common Stock would be authorized for issuance pursuant to equity awards under the 2003 Plan. Of the 23,500,000 total authorized shares, approximately 10,700,008 shares were subject to outstanding awards and 4,810,361 shares had already been issued pursuant to awards under the 2003 Plan as of March 1, 2009. As such, following approval of the Amendments, and based on the number of outstanding awards as of March 1, 2009, approximately 7,989,631 shares of Common Stock would be available for future awards under the 2003 Plan (assuming that outstanding contingent stock performance awards are earned at their target level). These 7,989,631 available shares represent only approximately 5.7% of the outstanding Common Stock as of March 1, 2009. No more than approximately 17.4% of the total shares authorized for issuance under the 2003 Plan, or 4,090,000 shares, may be delivered pursuant to awards other than stock options or SARs (so called Full Value-Awards) under the Plan after the Amendments take effect. Through March 1, 2009, the Company has granted Full-Value Awards under the Plan covering approximately 2,543,567 shares. For purposes of this computation, the Company includes outstanding unearned contingent stock performance awards at the target number of shares subject to such awards. As such, after the Amendents are adopted, only approximately 1,546,433 shares will be available for future Full-Value Awards to be made under the 2003 Plan (again assuming that outstanding contingent stock performance awards are earned at their target level).

 

The number of shares that may be the subject of options or SARs granted to any one individual may not exceed 1,000,000 in any calendar year. The maximum benefit that may be paid to any person under any other awards granted in any calendar year under the 2003 Plan will be, to the extent paid in shares, 200,000 shares and, to the extent paid in cash, $1 million.

 

If any shares subject to an option or award under the 2003 Plan are forfeited or if any such option or award terminates, the shares previously covered by such option or award will be available for future grant or award under the plan. If another company is acquired by the Company or an affiliate in the future, any grants or awards made and any of the Company’s shares delivered upon the assumption of or in substitution for outstanding grants made by the

 

If the Amendment is approved a total of 17,500,000 shares of Common Stock would be authorized for issuance pursuant to equity awards under the 2003 Plan. Of the 17,500,000 total authorized shares, approximately 8,221,669 shares were subject to outstanding awards and 1,126,610 shares had already been issued pursuant to awards under the 2003 Plan as of March 31, 2007. As such, following approval of the Amendments, and based on the number of outstanding awards as of March 31, 2007, approximately 8,151,721 shares of Common Stock would be available for future awards under the 2003 Plan. These 8,151,721 available shares represent only approximately 5% of the outstanding Common Stock as of the record date. No more than approximately 37% of the total shares authorized for issuance under the 2003 Plan, or 6,500,000 shares, may be delivered pursuant to awards other than stock options or SARs.

 

The number of shares that may be subject to options and SARs granted to any one individual may not exceed 1,000,000 in any calendar year. The maximum benefit that may be paid to any person under any other awards in any calendar year under the 2003 Plan will be, to the extent paid in shares, 200,000 shares and, to the extent paid in cash, $1 million.

 

If any shares subject to an option or award under the 2003 Plan are forfeited or if any such option or award terminates, the shares previously covered by such option or award will be available for future grant or award under the plan. If another company is acquired by the Company or an affiliate in the future, any grants or awards made and any of the Company’s shares delivered upon the assumption of or in substitution for outstanding grants made by the acquired company may be deemed to be granted or awarded under the 2003 Plan, but will not decrease the number of shares available for grant or award under the 2003 Plan.

 

In the event of any stock dividend, stock split, combination or exchange of shares, recapitalization or other change in the Company’s capital structure, the Committee will make appropriate adjustments to reflect such change with respect to (i) the aggregate number of shares that may be issued under the 2003 Plan and the limits on certain types of awards under the 2003 Plan; (ii) the number of shares subject to awards under the 2003 Plan; and/or (iii) the