EXHIBIT 10(gg)
RESTRICTED STOCK AGREEMENT
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THIS AGREEMENT, entered into as of the Grant Date (as
defined in paragraph 1), by and between the Participant (as
defined in paragraph 1) and Hasbro, Inc. (the "Company");
WITNESSETH THAT:
WHEREAS, the Company maintains the Employee Non-
Qualified Stock Plan (the "Plan"), a copy of which is
annexed hereto as Exhibit A and the provisions of which are
incorporated herein as if set forth in full, and the
Participant has been selected by the Compensation and Stock
Option Committee of the Board of Directors of the Company
(the "Committee"), which administers the Plan, to receive
an award of restricted stock under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company
and the Participant, as follows:
1. Terms of Award. The following terms used in this
Agreement shall have the meanings set forth in this
paragraph 1:
A. The "Participant" is NAME
--------------.
B. The "Grant Date" is DATE
---------.
C. The "Restricted Period" is the period beginning on
the Grant Date and ending on DATE *
D. The number of shares of "Restricted Stock" awarded
under this Agreement shall be --------- shares. Shares of
"Restricted Stock" are shares of the Company's common
stock, par value $.50 per share ("Common Stock") granted
under this Agreement and subject to the terms of this
Agreement and the Plan.
Other terms used in this Agreement are defined pursuant to
paragraph 8 or elsewhere in this Agreement.
2. Award. The Participant is hereby granted the number
of shares of Restricted Stock set forth in paragraph 1.
*Restricted Period is generally three years
3. Dividends and Voting Rights. The Participant shall
be entitled to receive any dividends paid with respect to
shares of Restricted Stock that become payable during the
Restricted Period; provided, however, that no dividends
shall be payable to or for the benefit of the Participant
with respect to record dates occurring prior to the Grant
Date, or with respect to record dates occurring on or after
the date, if any, on which the Participant has forfeited
the Restricted Stock. The Participant shall be entitled to
vote the shares of Restricted Stock during the Restricted
Period to the same extent as would have been applicable to
the Participant if the Participant was then vested in the
shares; provided, however, that the Participant shall not
be entitled to vote the shares with respect to record dates
for such voting rights arising prior to the Grant Date, or
with respect to record dates occurring on or after the
date, if any, on which the Participant has forfeited the
Restricted Stock.
4. Escrow of Shares of Restricted Stock; Restrictive
Legends. Each certificate issued in respect of shares of
Restricted Stock granted under this Agreement shall be
registered in the name of the Participant and shall be
deposited in escrow in accordance with this paragraph 4.
The Participant shall, upon the execution of this
Agreement, execute Joint Escrow Instructions in the form
attached to this agreement as Exhibit B. The Joint Escrow
Instructions shall be delivered to the Secretary of the
Company, as escrow agent thereunder. The Participant shall
deliver to such escrow agent a stock transfer form duly
endorsed in blank and hereby instructs the Company to
deliver to such escrow agent, on behalf of the Participant,
the certificate(s) evidencing the shares issued hereunder.
Such materials shall be held by such escrow agent pursuant
to the terms of the Joint Escrow Instructions.
All certificates representing shares of Restricted Stock
shall have affixed thereto a legend in substantially the
following form, in addition to any other legends that may
be required under federal or state securities laws:
"THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO
THE TERMS AND CONDITIONS, INCLUDING
FORFEITURE PROVISIONS AND RESTRICTIONS
AGAINST TRANSFER (THE "RESTRICTIONS"),
CONTAINED IN THE HASBRO, INC. EMPLOYEE
NON-QUALIFIED STOCK PLAN AND AN
AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND HASBRO, INC. ANY
ATTEMPT TO DISPOSE OF THESE SHARES IN
CONTRAVENTION OF THE RESTRICTIONS,
INCLUDING BY WAY OF SALE, ASSIGNMENT,
TRANSFER, PLEDGE, HYPOTHECATION OR
OTHERWISE, SHALL BE NULL AND VOID AND
WITHOUT EFFECT."
5. Transfer and Forfeiture of Shares. If the
Participant's Date of Termination (as defined below) does
not occur during the Restricted Period, then, at the end of
the Restricted Period, the Participant shall become vested
in the shares of Restricted Stock, and shall own the shares
free of all restrictions otherwise imposed by this
Agreement. The Participant shall become vested in the
shares of Restricted Stock, and become owner of the shares
free of all restrictions otherwise imposed by this
Agreement, prior to the end of the Restricted Period, as
follows:
A. The Participant shall become vested in the shares of
Restricted Stock as of the Participant's Date of
Termination prior to the date the Restricted Stock would
otherwise become vested, if the Participant's Date of
Termination occurs by reason of (i) the Participant's
retirement at his or her normal Retirement Date (as defined
below), (ii) the Participant's retirement at an Early
Retirement Date (as defined below), subject to the
discretion of the Committee based, among other things, upon
the execution by the Participant of a "covenant not to
compete" in a form approved by the Board or the Committee,
or (iii) if the Participant has at least one year of
Credited Service (as defined below), the Participant's
death or Participant's suffering a Permanent Physical or
Mental Disability (as defined below).
B. The Participant shall become vested in the shares of
Restricted Stock as of the date of a Change in Control (as
defined below), if the Change in Control occurs prior to
the end of the Restricted Period, and the Participant's
Date of Termination does not occur before the Change in
Control date.
Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered until the
expiration of the Restricted Period or, if earlier, until
the Participant is vested in the shares. Except as
otherwise provided in this paragraph 5, if the
Participant's Date of Termination occurs prior to the end
of the Restricted Period, the Participant shall forfeit the
Restricted Stock as of the Participant's Date of
Termination.
6. Income Taxes. The Participant shall pay to the
Company promptly upon request, and in any event at the time
the Participant recognizes taxable income in respect of the
Restricted Stock (or, if the Participant makes an election
under Section 83(b) of the Internal Revenue Code of 1986,
as amended (the "Code"), in connection with such grant), an
amount equal to the taxes the Company determines it is
required to withhold under applicable tax laws with respect
to the Restricted Stock. Such payment shall be made in the
form of cash, shares of Common Stock already owned or
otherwise issuable upon the lapse of restrictions, or in a
combination of such methods. The Participant shall
promptly notify the Company of any election made pursuant
to Section 83(b) of the Code.
7. Non-Competition/Non-Solicitation**.
(a) In consideration for the award of the shares of
Restricted Stock to the Participant pursuant to this
Agreement, the Participant agrees that while employed by
the Company and for a period of one (1) year after
termination or cessation of such employment for any reason,
the Participant will not directly or indirectly:
(1) Engage in any business or enterprise (whether
as an owner, partner, officer, employee, director,
investor, lender, consultant, independent contractor or
otherwise, except as the holder of not more than one
percent (1%) of the combined voting power of the
outstanding stock of a publicly held company) that is
competitive with the Company's business; including but not
limited to, any business or enterprise that develops,
designs, produces, markets, sells or renders any toy or
game.
(2) Either alone or in association with others
solicit, or permit any person or organizations directly or
indirectly to solicit, any individual who at the time of
the solicitation is, or who within the six (6) month period
prior to such solicitation was, an employee of the Company
to leave the employ of the Company or terminate his/her
relationship with the Company.
** Applicable only to grants of 5,000 or more shares of
Restricted Stock. Mr. Goldner's non-competition/non-solicitation
obligations are set forth in his employment agreement.
(b) The geographic scope of this Section 7 shall
extend to anywhere the Company or any of its subsidiaries
or affiliates is doing business at the time of the
Participant's termination or cessation of employment with
the Company.
(c) The Participant acknowledges that the
restrictions set forth in this Section 7 are necessary for
the protection of the business and goodwill of the Company
and considers the restrictions to be reasonable for such
purpose. The Participant agrees that any breach of this
Agreement is likely to cause the Company substantial and
irrevocable damage and that any breach of this Section 7
would entail the inevitable use and or disclosure of
proprietary information. Therefore, the Participant agrees
that in the event of any breach of Section 7(a)(1), the
Participant shall immediately return to the Company all
shares of Restricted Stock granted hereby. In the event
that any of such shares of Restricted Stock have been sold
or transferred by the Participant, Participant shall pay to
the Company as liquidated damages all Net Proceeds (as
defined below) Participant realized on the sale or transfer
of any such shares in lieu of returning such shares. With
respect to a sale of shares, "Net Proceeds" shall be
calculated by multiplying the number of shares of
Restricted Stock sold times the sales price, without regard
to any subsequent market price increase or decrease, less
commission, if any. With respect to a transfer of shares,
"Net Proceeds" shall be calculated by multiplying the
number of shares of Restricted Stock transferred times the
closing price of the shares on the day of the transfer.
The Company and Participant agree that either the return to
the Company of the shares of Restricted Stock or the Net
Proceeds from any sale or transfer made by Participant
shall be the Company's sole and exclusive remedy for any
breach by the Participant of Section 7(a)(1). The
Participant further agrees that in the event of any breach
of Section 7(a)(2), the Company, in addition to such other
remedies which may be available, shall be entitled to
specific performance and other injunctive relief without
posting a bond.
8. Definitions. For purposes of this Agreement, the
terms used in this Agreement shall be subject to the
following:
A. Change in Control. The term "Change in Control" shall
have the meaning ascribed to it in the Plan.
B. Credited Service. The term "Credited Service" shall
mean the period of the employee's employment considered in
determining whether the employee is eligible to receive
benefits under the Company's Pension Plan (or any successor
plan) upon termination of employment.
C. Date of Termination. The Participant's "Date of
Termination" shall be the first day occurring on or after
the Grant Date on which the Participant is not employed by
the Company or any entity directly or indirectly controlled
by the Company (a "Subsidiary"), regardless of the reason
for the termination of employment; provided that a
termination of employment shall not be deemed to occur by
reason of a transfer of the Participant between the Company
and a Subsidiary or between two Subsidiaries; and further
provided that the Participant's employment shall not be
considered terminated while the Participant is on a leave
of absence from the Company or a Subsidiary approved by the
Participant's employer. If, as a result of a sale or other
transaction, the Participant's employer ceases to be a
Subsidiary (and the Participant's employer is or becomes an
entity that is separate from the Company), the occurrence
of such transaction shall be treated as the Participant's
Date of Termination caused by the Participant being
discharged by the employer.
D. Early Retirement Date. The term "Early Retirement
Date" shall mean the day on which a Participant who has
attained age fifty-five (55), but has not reached age
sixty-five (65), with ten (10) or more years of Credited
Service, retires. A Participant is eligible for early
retirement on the first day of the calendar month
coincident with or immediately following the attainment of
age fifty-five (55) and the completion of ten (10) years of
Credited Service, and "early retirement" shall mean
retirement by an eligible Participant at the Early
Retirement Date.
E. Normal Retirement Date. The term "Normal Retirement
Date" shall mean the day on which a Participant who has
attained age sixty-five (65), with five (5) years of
Credited Service, retires. A Participant is eligible for
normal retirement on the first day of the calendar month
coincident with or immediately following the Participant's
attainment of age sixty-five (65) and completion of five
(5) years of Credited Service, and "normal retirement"
shall mean the retirement by an eligible Participant at the
Normal Retirement Date.
F. Permanent Physical or Mental Disability. The term
"Permanent Physical or Mental Disability" shall mean the
Participant's inability to perform his or her job or any
position which the Participant can perform with his or her
background and training by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or to be of long, continued and
indefinite duration.
G. Plan Definitions. Except where the context clearly
implies or indicates the contrary, a word, term, or phrase
used in the Plan is similarly used in this Agreement.
9. Heirs and Successors. This Agreement shall be
binding upon, and inure to the benefit of, the Company and
its successors and assigns, and upon any person acquiring,
whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets
and business and the Participant and the successors and
permitted assigns of the Participant, including but not
limited to, the estate of the Participant and the executor,
administrator or trustee of such estate, the guardian or
legal representative of the Participant.
10. Administration. The authority to manage and
control the operation and administration of this Agreement
shall be vested in the Committee, and the Committee shall
have all powers with respect to this Agreement as it has
with respect to the Plan. Any interpretation of the
Agreement by the Committee and any decision made by it with
respect to the Agreement is final and binding.
11. Plan Governs. Notwithstanding anything in this
Agreement to the contrary, the terms of this Agreement
shall be subject to the terms of the Plan.
12. Amendment. This Agreement may be amended by
written Agreement of the Participant and the Company,
without the consent of any other person.
13. Entire Agreement. This Agreement and the Plan
contain the entire agreement and understanding of the
parties hereto with respect of the subject matter contained
herein and therein and supersede all prior communications,
representations and negotiations in respect thereof.
14. Severability. The invalidity or unenforceability
of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this
Agreement, and each other provision of this Agreement shall
be severable and enforceable to the extent permitted by law
and any court determining the unenforceability of any
provisions shall have the power to reduce the scope or
duration of such provision to render such provision
enforceable.
IN WITNESS WHEREOF, the Participant has executed this
Agreement, and the Company has caused these presents to be
executed in its name and on its behalf, all as of the Grant
Date.
Participant
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Signature
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Print Name
HASBRO, INC.
By: ----------------------
Exhibit B
Hasbro, Inc.
Joint Escrow Instructions
DATE
Barry Nagler
Senior Vice President and General Counsel
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, RI 02862
Dear Sir:
As Escrow Agent for Hasbro, Inc. a Rhode Island
corporation (the "Company"), and the undersigned person
("Participant"), you are hereby authorized and directed to
hold the documents delivered to you pursuant to the terms
of that certain Restricted Stock Agreement (the
"Agreement") of even date herewith, to which a copy of
these Joint Escrow Instructions is attached, in accordance
with the following instructions (Terms not otherwise
defined herein shall have the meaning ascribed to them in
the Agreement):
(1) Appointment. The Participant irrevocably authorizes the
Company to deposit with you any certificates evidencing
shares of Restricted Stock (the "Shares") to be held by you
hereunder and any additions and substitutions to said
Shares. The Participant does hereby irrevocably constitute
and appoint you as his or her attorney-in-fact and agent
for the term of this escrow to complete any documents
necessary to comply with the terms hereof. Subject to the
provisions of this paragraph 1 and the terms of the
Agreement, Participant shall exercise all rights and
privileges of a shareholder of the Company while the Shares
are held by you.
(2) Release of Shares.
(a) Upon receipt from the Company of written notice of
the Participant's Date of Termination (other than as a
result of the occurrence of one of the events described in
Section 5(A) of the Agreement (a "Section 5A Event")) prior
to the expiration of the Restricted Period, the Participant
and the Company hereby irrevocably authorize and direct you
(i) to fill in and date the stock transfer form or forms
necessary for the transfer of the Shares to the Company and
(ii) deliver same, together with the certificate or
certificates evidencing the Shares, to the Company.
(b) Upon receipt from the Company of written notice of
(i) the occurrence of a Section 5A Event, (ii) a Change in
Control or (iii) the expiration of the Restricted Period,
the Participant and the Company hereby irrevocably
authorize and direct you to deliver the certificates or
certificates evidencing the Shares, together with the stock
transfer form or forms signed by the Participant in blank,
to the Participant.
(3) Duties of Escrow Agent.
(a) Your duties hereunder may be altered, amended,
modified or revoked only by a writing signed by all of the
parties hereto.
(b) You shall be obligated only for the performance of
such duties as are specifically set forth herein and may
rely and shall be protected in relying or refraining from
acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper
party or parties. You shall not be personally liable for
any act you may do or omit to do hereunder as Escrow Agent
or as attorney-in-fact of Participant while acting in good
faith and in the exercise of your own good judgment, and
any act done or omitted by you pursuant to the advice of
your own attorneys shall be conclusive evidence of such
good faith.
(c) You are hereby expressly authorized to disregard any
and all warnings given by any of the parties hereto or by
any other person, excepting only orders or process of
courts of law, and are hereby expressly authorized to
comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order,
judgment or decree of any court, you shall not be liable to
any of the parties hereto or to any other person, by reason
of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified,
annulled, set aside, vacated or found to have been entered
without jurisdiction.
(d) You shall not be liable in any respect on account of
the identity, authority or rights of the parties executing
or delivering or purporting to execute or deliver the
Agreement or any documents or papers deposited or called
for hereunder.
(e) You shall be entitled to employ such legal counsel
and other experts as you may deem necessary properly to
advise you in connection with your obligations hereunder
and may rely upon the advice of such counsel.
(f) Your rights and responsibilities as Escrow Agent
hereunder shall terminate if (i) you cease to be Secretary
of the Company or (ii) you resign by written notice to each
party. In the event of a termination under clause (i),
your successor as Secretary shall become Escrow Agent
hereunder; in the event of a termination under clause (ii),
the Company shall appoint a successor Escrow Agent
hereunder.
(g) If you reasonably require other or further
instruments in connection with these Joint Escrow
Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such
instruments.
(h) It is understood and agreed that should any dispute
arise with respect to the delivery and/or ownership or
right of possession of the securities held by you
hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part
of said securities until such dispute shall have been
settled either by mutual written agreement of the parties
concerned or by a final order, decree or judgment of a
court of competent jurisdiction after the time for appeal
has expired and no appeal has been perfected, but you shall
be under no duty whatsoever to institute or defend any such
proceedings.
(i) These Joint Escrow Instructions set forth your sole
duties with respect to any and all matters pertinent hereto
and no implied duties or obligations shall be read into
these Joint Escrow Instructions against you.
(j) The Company shall indemnify you and hold you harmless
against any and all damages, losses, liabilities, costs,
and expenses, including attorneys' fees and disbursements,
for anything done or omitted to be done by you as Escrow
Agent in connection with this Agreement or the performance
of your duties hereunder, except such as shall result from
your gross negligence or willful misconduct.
(4) Notice. Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively
given upon personal delivery or upon deposit in the United
States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to each of the other
parties thereunto entitled at the following addresses, or
at such other addresses as a party may designate by ten
days' advance written notice to each of the other parties
hereto.
COMPANY: Hasbro, Inc.
1027 Newport Avenue
Pawtucket, RI 02861
PARTICIPANT: Notices to Participant shall be
sent to the address set forth below Participant's
signature below.
ESCROW
AGENT:
Barry Nagler, Senior Vice President and General
Counsel
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, RI 02862
(5) Miscellaneous.
(a) By signing these Joint Escrow Instructions, you
become a party hereto only for the purpose of said Joint
Escrow Instructions, and you do not become a party to the
Agreement.
(b) This instrument shall be binding upon and inure to
the benefit of the parties hereto and their respective
successors and permitted assigns.
Very truly yours,
HASBRO, INC.
By: -------------------
PARTICIPANT:
- ------------------------- (Signature)
- -------------------------
Print Name
Address
- -------------------------
- -------------------------
Date
Signed:------------------
ESCROW AGENT:
- -----------------------------------
Barry Nagler, Senior Vice President
and General Counsel