1. DEFINITIONS AND RULES OF INTERPRETATION. 1 1.1. Definitions. 1 1.2. Rules of Interpretation. 19 2. THE SYNDICATED AND COMPETITIVE BID LOAN FACILITY. 20 2.1. Commitment to Lend Syndicated Loans. 20 2.2. Commitment Fee. 21 2.3. Reduction of Total...Revolving Credit Agreement • April 2nd, 2001 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Massachusetts
TERMS AGREEMENTTerms Agreement • March 14th, 2000 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 10(rr) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of the 5th day of January, 1999 is entered into by Hasbro, Inc., a corporation with its principal place of business at Pawtucket, Rhode Island (the "Company"),...Employment Agreement • March 29th, 1999 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
1. DEFINITIONS AND RULES OF INTERPRETATION. 1 1.1. Definitions. 1 1.2. Rules of Interpretation. 20 2. THE SYNDICATED AND COMPETITIVE BID LOAN FACILITY. 21 2.1. Commitment to Lend Syndicated Loans. 21 2.2. Commitment Fee. 22 2.3. Reduction of Total...Credit Agreement • April 2nd, 2001 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Massachusetts
Hasbro, Inc. 9,210,527 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2019 • Hasbro, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
Hasbro, Inc., a corporation organized under the laws of the State of Rhode Island (the “Company”), proposes to (A) sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, for whom you are acting as representatives (in such capacity, the “Representatives”) the respective numbers of shares of Common Stock, par value $0.50 per share, of the Company (“Common Stock”) set forth in Schedule A hereto (the “Initial Securities”) and (B) grant to the Underwriters, acting severally and not jointly, the option described in Section 2(b) hereof to purchase all or any part of 1,381,579 additional shares of Common Stock (the “Option Securities” and, together with the Initial Securities, the “Securities”).
EXHIBIT 10(R) "____________" DENOTES MATERIAL THAT HAS BEEN OMITTED FROM THE PUBLICLY FILED VERSION OF THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AMENDMENT NO. 8...Receivables Purchase Agreement • February 28th, 2007 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles)
Exhibit 1.2 HASBRO, INC. (the "Company") Senior Debt Securities TERMS AGREEMENT July 14, 1998 Hasbro, Inc. 200 Narragansett Park Drive Pawtucket, Rhode Island 02862 Attention: Martin R. Trueb, Senior Vice President & TreasurerHasbro Inc • July 24th, 1998 • Games, toys & children's vehicles (no dolls & bicycles)
AMONGRevolving Credit Agreement • March 12th, 2004 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles)
REGISTRATION AGREEMENTHasbro Inc • February 22nd, 2002 • Games, toys & children's vehicles (no dolls & bicycles) • New York
WITNESSETH:Consulting Agreement • March 27th, 1998 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
HASBRO, INC. ANDHasbro Inc • March 24th, 2000 • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 10(rr) POST-EMPLOYMENT AGREEMENT AGREEMENT made as of the 10th day of March, 2004, by and between Hasbro, Inc., a Rhode Island corporation, ("Hasbro" or the "Company") and Alfred J. Verrecchia (the "Executive"). WHEREAS, the Executive is...Employment Agreement • March 12th, 2004 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
Hasbro, Inc. $300,000,000 3.150% Notes due 2021 $300,000,000 5.100% Notes due 2044 Underwriting AgreementHasbro Inc • May 12th, 2014 • Games, toys & children's vehicles (no dolls & bicycles) • New York
Hasbro, Inc., a corporation organized under the laws of the State of Rhode Island (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 aggregate principal amount of its 3.150% Notes due 2021 (the “2021 Notes”) and $300,000,000 aggregate principal amount of its 5.100% Notes due 2044 (the “2044 Notes” and, together with the 2021 Notes, the “Securities”), to be issued under an indenture, dated as of March 15, 2000 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture, to be dated the Closing Date (as defined below) (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • April 14th, 2023 • Hasbro, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
This TERM LOAN AGREEMENT (“Agreement”) is entered into as of September 20, 2019, among HASBRO, INC., a Rhode Island corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent.
Hasbro, Inc. Underwriting AgreementUnderwriting Agreement • September 13th, 2017 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
Hasbro, Inc., a corporation organized under the laws of the State of Rhode Island (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 3.500% Notes due 2027 (the “Securities”), to be issued under an indenture, dated as of March 15, 2000 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), as supplemented by the fifth supplemental indenture, to be dated the Closing Date (as defined below) (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).
EXHIBIT 10(c) This ADDENDUM TO LEASE made and entered into this 5th day of March, 1998, BY AND BETWEEN: CENTRAL TOY MANUFACTURING INC., a body politic and corporate, duly incorporated under the laws of the Province of Quebec, having its head office...Hasbro Inc • March 27th, 1998 • Games, toys & children's vehicles (no dolls & bicycles) • Quebec
Exhibit-10(q) "*******" DENOTE MATERIAL THAT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. RECEIVABLES PURCHASE AGREEMENT Dated as of December 10, 2003Receivables Purchase Agreement • March 12th, 2004 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
AMENDMENT TO LICENSE AGREEMENTSHasbro Inc • February 22nd, 2012 • Games, toys & children's vehicles (no dolls & bicycles)
This Amendment to the license agreements listed below (this “Amendment”) is made and entered into effective as of September 27, 2011 (the “Effective Date”) by and among Marvel Characters B.V. (formerly licensed by Marvel Characters, Inc.), with an office at 1600 Rosecrans Avenue, Manhattan Beach, CA 90266 (“Marvel”) and, solely with respect to characters based on movies and television shows featuring Spider-Man and produced by Sony Pictures Entertainment Inc. (“Spider-Man Movie Characters”), Spider-Man Merchandising L.P. with an office at 1600 Rosecrans Avenue, Manhattan Beach, CA 90266 (the “LP” and, together with Marvel, the “Licensor”), and Hasbro, Inc., a Rhode Island corporation, located at 1027 Newport Ave., Pawtucket, R.I. 02862-1059 (together with all of its affiliates, the “Licensee”).
Exhibit 1.1 HASBRO, INC. UNDERWRITING AGREEMENT July 14, 1998 BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated (as Representatives of the several Underwriters named in Schedule I attached hereto) c/o...Hasbro Inc • July 24th, 1998 • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 10(aa) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of this 1st day of January, 1996 is entered into by Hasbro, Inc., a corporation with its principal place of business at Pawtucket, Rhode Island (the "Company"),...Employment Agreement • March 29th, 1996 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 6th, 2023 • Hasbro, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of September 5, 2023, among HASBRO, INC., a Rhode Island corporation (the “Company”), HASBRO SA, a corporation organized under the laws of Switzerland and wholly owned indirect subsidiary of the Company (the “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
RESTRICTED STOCK UNIT AGREEMENT (WITH NON-COMPETE) _________________, 2022 GRANTRestricted Stock Unit Agreement • April 27th, 2022 • Hasbro, Inc. • Games, toys & children's vehicles (no dolls & bicycles)
THIS AGREEMENT, entered into effective as of the Grant Date (as defined in Section 1), is made by and between the Participant (as defined in Section 1) and Hasbro, Inc. (the “Company”).
2 3 (c) Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the purchase of all the Option Shares...1 Stock Option Agreement • August 14th, 1998 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
HASBRO, INC. RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN STOCK OPTION AGREEMENT FOR EMPLOYEES (WITHOUT NON-COMPETE) ___________, 2021 GRANT BRIAN GOLDNERStock Option Agreement for Employees • July 28th, 2021 • Hasbro, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
AGREEMENT, made effective as of ____________, 2021, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated option grant recipient (the "Optionee").
BETWEEN HASBRO, INC. ANDRights Agreement • June 16th, 1999 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of August 3, 1998, by and between HIAC XII CORP., a Delaware corporation ("Buyer"), A. Eric Dott and Jackson Y. Dott (together with A. Eric Dott, the "Stockholders"). WHEREAS, concurrently with the...Hasbro Inc • August 13th, 1998 • Games, toys & children's vehicles (no dolls & bicycles)
Non-Competition, Non-Solicitation and Confidentiality AgreementSolicitation and Confidentiality Agreement • May 1st, 2019 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
You have been granted a Contingent Stock Performance Award and a Non-Qualified Stock Option Grant, (collectively, the “Award”) subject to the terms of the Company’s Restated 2003 Stock Incentive Performance Plan (the “Plan”) and Contingent Stock Performance Award Agreement and Stock Option Agreement for Employees between you and the Company. As the Award states, to be entitled to any payment under the Award, you must accept the Award and agree to comply with the terms and conditions of this Agreement.
HASBRO, INC. RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN STOCK OPTION AGREEMENT FOR EMPLOYEES (WITH NON-COMPETE) ____________, 2022 GRANTStock Option Agreement for Employees • April 27th, 2022 • Hasbro, Inc. • Games, toys & children's vehicles (no dolls & bicycles)
AGREEMENT, made effective as of __________, 2022, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated option grant recipient (the "Optionee").
HASBRO, INC. RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN CONTINGENT STOCK PERFORMANCE AWARD (THREE PERFORMANCE METRICS WITHOUT NON-COMPETE) _______________, 2021 GRANT BRIAN GOLDNERBrian Goldner • July 28th, 2021 • Hasbro, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
AGREEMENT, made effective as of ___________, 2021, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated contingent stock performance award recipient (the "Participant").
HASBRO, INC. RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN CONTINGENT STOCK PERFORMANCE AWARD [ ], 2012 GRANTContingent Stock Performance Award • May 10th, 2012 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
AGREEMENT, made effective as of [ ], 2012, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated contingent stock performance award recipient (the "Participant").
AGREEMENT AND PLAN OF MERGERIii 5 Agreement and Plan of Merger • August 14th, 1998 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
HASBRO, INC. RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN CONTINGENT STOCK PERFORMANCE AWARD (THREE PERFORMANCE METRICS ____________) ____________, 2019 GRANTAgreement • May 1st, 2019 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles)
AGREEMENT, made effective as of ____________, 2019, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated contingent stock performance award recipient (the "Participant").
Commercial Paper Dealer AgreementDealer Agreement • January 28th, 2011 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named above, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
HASBRO, INC. RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN STOCK OPTION AGREEMENT FOR EMPLOYEES [ ], 2012 GRANTStock Option Agreement for Employees • May 10th, 2012 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • Rhode Island
AGREEMENT, made effective as of [ ], 2012, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated option grant recipient (the "Optionee").
Hasbro, Inc. Underwriting AgreementUnderwriting Agreement • May 11th, 2009 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
Hasbro, Inc., a corporation organized under the laws of the State of Rhode Island (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $425,000,000 aggregate principal amount of its 6.125% Notes due 2014 (the “Securities”), to be issued under an indenture, dated as of March 15, 2000 (the “Base Indenture”), between the Company and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), as supplemented by the second supplemental indenture, to be dated the Closing Date (as defined below) (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).
