A. DEFINITIONSSettlement Agreement • August 6th, 1997 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 1996 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 10.11(c) TRADEMARK LICENSE AGREEMENT AGREEMENT dated as of this l4~~ day of October 1997, by and among Lucas Licensing Ltd. ("Licensor") and Galoob Toys, Inc. and all "Permitted Licensee Affiliates" (as defined in the License Agreement)...Trademark License Agreement • April 1st, 1998 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
2 4 such conditions are satisfied or waived, in its sole discretion, extend the expiration date provided, however, that the expiration date of the Offer may not be extended beyond March 1, 1999. Parent and Purchaser agree that if all of the conditions...Merger Agreement • October 2nd, 1998 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
Mark D. Goldman July 15, 1995 President and Chief Executive Officer Loren Hildebrand 38362 Crocus Lane Palm Desert, CA 92260 Dear Loren: In connection with, and in consideration of, your continuing services in the position of Executive Vice President...Employment Agreement • February 6th, 1996 • Galoob Lewis Toys Inc /De/ • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 4.3 AGREEMENT OF STRATEGIC RELATIONSHIP ----------------------------------- This AGREEMENT OF STRATEGIC RELATIONSHIP (the "agreement") is made and entered into as of October 14, 1997, between Lucasfilm Ltd., a California corporation...Strategic Relationship Agreement • November 14th, 1997 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
ALLEN & COMPANY LETTERHEAD] September 27, 1998 Board of Directors Galoob Toys, Inc. 500 Forbes Boulevard South San Francisco, CA 94080 Gentlemen: We understand that Galoob Toys, Inc. ("Galoob") and Hasbro, Inc. ("Hasbro") are considering entering into...Merger Agreement • October 2nd, 1998 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 10.12 AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ("Amendment"), dated as of December __, 1997 is entered into between GALOOB TOYS, INC. (f/k/a...Loan and Security Agreement • April 1st, 1998 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles)
PREAMBLE --------Severance and Change in Control Agreement • October 2nd, 1998 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles)
GALOOB [LOGO]Employment Agreement • February 6th, 1996 • Galoob Lewis Toys Inc /De/ • Games, toys & children's vehicles (no dolls & bicycles)
SEVERANCE AND CHANGE IN CONTROL AGREEMENT Exhibit 10-6(d) MEMORANDUM Date: August 13, 1997 To: Gary Niles From: William G. Catron Re: Severance/Change in Control Agreement Attached hereto is a revised page 7 to the above-referenced agreement that was...Severance and Change in Control Agreement • April 28th, 1998 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 10.3 SEVERANCE AND CHANGE IN CONTROL AGREEMENT AGREEMENT effective as of November 17, 1997 between GALOOB TOYS, INC. (the "Corporation") and MARK D. GOLDMAN (the "Executive"). WHEREAS, the Executive is currently employed by the Corporation in...Severance and Change in Control Agreement • April 1st, 1998 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles)
GALOOB [LOGO]Employment Agreement • February 6th, 1996 • Galoob Lewis Toys Inc /De/ • Games, toys & children's vehicles (no dolls & bicycles)
July 15, 1995 Louis R. Novak 97 Filbert Street Sausalito, CA 94965 Dear Lou: In connection with, and in consideration of, your continuing services in the position of Executive Vice President & Chief Operating Officer with Lewis Galoob Toys, Inc. (the...Severance Agreement • February 6th, 1996 • Galoob Lewis Toys Inc /De/ • Games, toys & children's vehicles (no dolls & bicycles)
PURPOSE.Lease Agreement • March 11th, 1996 • Galoob Lewis Toys Inc /De/ • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT P [LETTERHEAD OF GALOOB TOYS, INC.] October 20, 1998 Dear Galoob Option Holder: In connection with the Agreement and Plan of Merger, dated as of September 17, 1998, by and among Galoob Toys, Inc. ("Galoob"), Hasbro, Inc. ("Hasbro") and New...Merger Agreement • October 26th, 1998 • Galoob Toys Inc • Games, toys & children's vehicles (no dolls & bicycles)
1 2 ARTICLE I TITLE AND DEFINITIONSSavings and Retirement Plan • March 11th, 1996 • Galoob Lewis Toys Inc /De/ • Games, toys & children's vehicles (no dolls & bicycles) • California
