EXHIBIT 10(vv)
RELEASE AND SETTLEMENT AGREEMENT
This Release and Settlement Agreement ("Settlement
Agreement") is dated this 31st day of January, 2001 by and
between Hasbro, Inc. ("Hasbro"), the Dial Corporation ("Dial")
and Herbert M. Baum ("Baum").
WHEREAS, Baum and Hasbro entered into an Employment
Agreement dated January 5, 1999 (the "Employment Agreement");
WHEREAS, Baum was employed by Hasbro commencing January 5,
1999 until he resigned from Hasbro on or about August 5, 1999
and accepted a position as Chief Executive Officer with Dial;
WHEREAS, a dispute arose between Hasbro, Dial and Baum with
respect to a certain payment by Hasbro to Baum pursuant to
Section 6.3 of the Employment Agreement; and
WHEREAS, the parties hereto desire to resolve all disputes
arising between themselves including, but not limited to, all
disputes relating to the Employment Agreement, the employment
relationship between Baum and Hasbro and the offer of employment
made to Baum by Dial;
NOW, THEREFORE, in consideration of the promises and
conditions set forth herein, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. In exchange for (i) a payment to Baum by Hasbro in the
amount of Seven Hundred Fifty Thousand Dollars ($750,000), which
payment shall be made eight (8) days after receipt by Hasbro of
this fully executed Settlement Agreement, provided that Baum
does not revoke his acceptance of this Settlement Agreement
within the seven day revocation period, and (ii) Hasbro's
forbearance of asserting claims against Baum, Baum hereby
fully, forever, irrevocably and unconditionally releases,
remises and discharges Hasbro and its subsidiaries and
affiliates and each of their current or former officers,
directors, stockholders, attorneys, agents, or employees
(collectively, the "Hasbro Released Parties") from any and all
claims, charges, complaints, demands, actions, causes of action,
suits, rights, debts, sums of money, costs, accounts,
reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, liabilities and
expenses (including attorneys' fees and costs), of every kind
and nature, known or unknown, which he ever had or now has
against the Hasbro Released Parties including, but not limited
to, all claims arising out of Baum's employment with or
separation from Hasbro, the Employment Agreement, all claims and
damages relating to race, sex, national origin, handicap,
religious, sexual orientation, benefits and age discrimination,
all employment discrimination claims under Title VII of the
Civil Rights Act of 1964, 42 U.S.C. Section 2000 et. seq., the
Age Discrimination in Employment Act, 29 U.S.C. Section 621 et.
seq., the Employee Retirement Income Security Act of 1974, 29
U.S.C. Section 1001, et. seq., and the Americans with
Disabilities Act, 42 U.S.C. Section 12101 et. seq., and similar
state or local statutes including but not limited to the R.I.
Fair Employment Practices Act, R.I., Gen. Laws Section 28-5-1,
et. seq., all wrongful discharge claims, all common law claims
including, but not limited to, actions in tort, defamation,
breach of contract and any claims under any other federal, state
or local statutes or ordinances not expressly referenced above.
Notwithstanding the foregoing, in no event shall Baum be deemed
by this Paragraph 1 to have released any rights to
indemnification or contribution as provided by law or to any
protection provided to Baum under Hasbro's directors' and
officers' liability insurance policies. In addition, a deferred
compensation payment of Seven Hundred Thirteen Thousand One
Hundred Thirty Six Dollars and Twenty Five Cents ($713,136.25)
was made to Baum on January 19, 2001 pursuant to the Hasbro
Deferred Compensation Plan and a pension payment of Four Hundred
Eighty One Thousand Four Hundred Twenty Six Dollars and Eleven
Cents ($481,426.11) will be paid to Baum in accordance with the
Employment Agreement.
2. In exchange for Hasbro's forebearance of asserting
claims against Dial and each of Dial's subsidiaries and
affiliates and their current or former officers, directors,
stockholders, attorneys, agents or employees (collectively, the
"Dial Released Parties"), Dial hereby fully, forever,
irrevocably and unconditionally releases, remises and discharges
the Hasbro Released Parties from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights,
debts, sums of money, costs, accounts, reckonings, covenants,
contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities and expenses (including
attorneys' fees and costs) of every kind and nature, known or
unknown, which Dial has against the Hasbro Released Parties
including, but not limited to, all claims arising out of Baum's
employment with or separation from Hasbro, the Employment
Agreement, and all common law claims including, but not limited
to, actions in tort, defamation, and breach of contract and any
claims under any other federal, state or local statutes or
ordinances.
3. In exchange for Baum's forbearance of asserting
certain claims against Hasbro, Hasbro hereby fully, forever,
irrevocably and unconditionally releases, remises and discharges
Baum from any and all claims, charges, complaints, demands,
actions, causes of action, suits, rights, debts, sums of money,
costs, accounts, reckonings, covenants, contracts, agreements,
promises, doings, omissions, damages, executions, obligations,
liabilities and expenses (including attorneys' fees and costs)
of every kind and nature, known or unknown, which Hasbro has
against Baum including, but not limited to, all claims arising
out of Baum's employment with or separation from Hasbro, the
Employment Agreement, Dial's offer of employment to Baum and all
common law claims including, but not limited to, actions in
tort, defamation, and breach of contract and any claims under
any other federal, state or local statutes or ordinances.
4. In exchange for a payment to Hasbro by Dial in the
amount of Three Hundred Seventy Five Thousand Dollars ($375,000)
(the "Dial Payment"), which payment shall be wire transferred to
Hasbro on the eighth (8th) day after receipt by Hasbro of this
fully executed Settlement Agreement provided that Baum did not
revoke his acceptance of the Settlement Agreement during the
seven day revocation period, Hasbro hereby fully, forever,
irrevocably and unconditionally releases, remises and discharges
the Dial Released Parties from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights,
debts, sums of money, costs, accounts, reckonings, covenants,
contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities and expenses (including
attorneys' fees and costs) of every kind and nature, known or
unknown, which Hasbro has against the Dial Released Parties
including, but not limited to, all claims arising out of Baum's
separation from Hasbro, the Employment Agreement, Dial's offer
of employment to Baum and all common law claims including, but
not limited to, actions in tort, defamation and breach of
contract and any claims under any other federal, state or local
statutes or ordinances.
5. Confidentiality. The parties hereto understand and
agree that the terms and contents
of this Agreement, and the contents of the negotiations and
discussions resulting in this Agreement, shall be maintained as
confidential, and none of the above shall be disclosed except to
the extent required by federal or state law.
6. Amendment. This Agreement shall be binding upon
the parties and may not be
modified in any manner, except by an instrument in writing of
concurrent or subsequent date signed by a duly authorized
representative of the parties hereto. This agreement is binding
upon and shall inure to the benefit of the parties and their
respective agents, assigns, heirs, executors, successors and
administrators.
7. Entire Agreement and Applicable Law. This
Agreement contains and constitutes the entire understanding and
agreement between the parties hereto with respect to the
settlement of claims the parties have against each other. This
Agreement cancels all previous oral and written negotiations,
agreements, commitments, and writings in connection therewith.
This Agreement shall be governed by the laws of the State of
Rhode Island to the extent not preempted by federal law.
8. Acknowledgments and Assent. Baum acknowledges that he
has been given at least
twenty-one (21) days to consider this Letter Agreement and that
he was advised to consult with an attorney prior to signing this
letter and has in fact consulted with counsel of his own
choosing prior to executing this Settlement Agreement. Baum may
revoke this agreement for a period of seven (7) days after
signing this letter, and the agreement shall not be effective or
enforceable until the expiration of this seven (7) day
revocation period. Baum agrees that he has read this letter and
understands the content herein, and freely and voluntarily
assents to all of the terms herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Release and Settlement Agreement as of the date set forth above.
HASBRO, INC.
By: /s/ Harold J. Gordon
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Title: Vice Chairman
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THE DIAL CORPORATION
By: /s/ Christopher J. Littlefield
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Title: Senior Vice President & General Counsel
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/s/ Herbert M. Baum
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Herbert M. Baum