AMENDMENT TO POST-EMPLOYMENT AGREEMENT
EXHIBIT 10 (hhh)
AMENDMENT TO POST-EMPLOYMENT AGREEMENT
The Post-Employment Agreement, dated March 10, 2004 (the “Agreement”) by and between Hasbro,
Inc. (the “Company”) and Xxxxxx X. Xxxxxxxxxx (the “Executive”) be and hereby is amended, effective
as of January 1, 2005, in the manner set forth below (the “Amendment”).
1. Section 1.1 of the Agreement is amended by deleting the first sentence thereof up to the
colon and inserting in its place the following:
“Subject to Section 1.10, in the event that the Executive’s employment is terminated by the
Company Without Cause or by the Executive for Good Reason, as defined herein, provided that such
termination is a “separation from service” within the meaning of Treas. Reg. §1.409A-1(h), and
provided that within 60 days following such termination the Executive executes a Severance and
Settlement Agreement (including a release of claims) drafted by the Company and provided to the
Executive, substantially in the form attached hereto as Attachment A, the Company shall pay the
Executive Severance Pay of up to three (3) years Annual Base Salary and Annual Bonus as follows:”
2. Section 1.4 of the Agreement is amended to read in its entirety as follows:
“1.4 SEVERANCE PAYMENTS. The Severance Pay set forth in Sections 1.1, 1.3, 1.8 and 1.9 shall
be paid in accordance with the Company’s regular payroll practices or benefit policies, as
applicable; provided, however, that in no event: (i) shall the payment of such Severance Pay
commence until after the Severance and Settlement Agreement becomes final and binding and (ii)
except as set forth otherwise in the second to last sentence of this Section 1.4, shall any element
of the Severance Pay be paid earlier than the date that is six (6) months following the Executive’s
separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Internal
Revenue Code of 1986, as amended (the “Code”), unless the Executive is not a “specified employee”
within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from
service. If there is any delay in the payment of any element of the Severance Pay due to the
operation of the preceding sentence, then once the conditions to payment of such element have been
met such payments will begin in accordance with the Company’s regular payroll practices; provided
that any amounts which would have been paid previous thereto but for the delay imposed by the
preceding sentence will be paid in a lump sum to the Executive as soon as such conditions to
payment are met. Any and all applicable federal, state and local taxes and withholdings shall be
withheld from any Severance Pay. Notwithstanding the delay on the payment of Severance Pay imposed
by subsection (ii) of the first sentence of this Section 1.4, following such time as the Severance
and Settlement Agreement becomes final and binding, but prior to the date that
is six (6) months following the Executive’s separation from service, the Executive shall be
entitled to such of the medical, dental and other benefits provided by Section 1.3 of this
Agreement as do not constitute nonqualified deferred compensation subject to Code Section 409A. If
the Executive’s employment is terminated by the Company Without Cause or by the Executive for Good
Reason, but such termination does not constitute a “separation from service” within the meaning of
Code Section 409A(a)(2)(A)(i), then the Executive will still be entitled to the payments otherwise
called for by Section 1.1 of this Agreement, but such payments will be made in the manner called
for by this Section 1.4 beginning after such time as the Executive does have a “separation of
service”, and the amount of such payments will be computed under Section 1.1 as if the Executive
had had a “separation from service” on the date of such termination Without Cause or for Good
Reason.”
3. Section 1.8 of the Agreement is deleted and replaced in its entirety with the following:
“1.8 SEVERANCE PAY UPON TERMINATION BY MUTUAL AGREEMENT. Subject to Section 1.10, if the
Executive’s employment is terminated by the parties’ mutual written agreement as a result of a
family medical emergency or for such other reason beyond the control of the Executive that results
in him being unable to work as may be mutually determined by the Company’s Board of Directors and
the Executive, the Executive will not be entitled to Severance Pay under Section 1.1, but instead
will be eligible for Severance Pay of eighteen (18) months Monthly Base Salary and Monthly Bonus,
provided that such termination is a “separation from service” within the meaning of Treas. Reg.
§1.409A-1(h), and provided that within 60 days following such termination the Executive executes a
Severance and Settlement Agreement (including a release of claims) drafted by the Company and
provided to the Executive, substantially in the form attached hereto as Attachment A. If such
termination by mutual written agreement does not constitute a “separation from service” within the
meaning of Code Section 409A(a)(2)(A)(i), then the Executive will still be entitled to the payments
otherwise called for by this Section 1.8, but such payments will be made following such time as the
Executive does have a “separation of service”.”
4. The first sentence of Section 1.9 of the Agreement is replaced by the following:
“Subject to Section 1.10, if the Executive’s employment is terminated because of disability,
the Executive will not be entitled to Severance Pay under Section 1.1, but instead will be eligible
for Severance Pay of eighteen (18) months Monthly Base Salary and Monthly Bonus, provided that such
termination is a “separation from service” within the meaning of Treas. Reg. §1.409A-1(h), and
provided that within 60 days following such termination the Executive or his estate, as applicable,
executes a Severance and Settlement Agreement (including a release of claims) drafted by the
Company and provided to the Executive or his estate, substantially in the form attached hereto as
Attachment A. If such termination because of disability does not constitute a “separation from
service” within the meaning of Code Section 409A(a)(2)(A)(i), then the Executive will still be
entitled to the payments
2
otherwise called for by this Section 1.9, but such payments will be made following such time as the
Executive does have a “separation of service”.”
5. Section 2.1 of the Agreement is amended to read:
“Subject to Sections 2.2, 2.5 and 2.6 herein, the Executive shall receive an annuity payable
in monthly installments, the first such installment being paid on the first day of the month
following the month in which the Executive’s employment terminates and the last installment being
paid on the first day of the month in which the Executive dies, in which the annual amount is 1.5%
of the Executive’s Final Average Pay (as defined herein) times his years of Benefit Service (as
defined below), but not to exceed 60% of Final Average Pay (such benefits, reduced as set forth in
the following sentence, shall be referred to hereafter as the “Enhanced Retirement Benefits”). The
amount payable under the preceding sentence shall be reduced by (a) the lifetime benefits (straight
life annuity) payable under the Hasbro, Inc. Pension Plan (the “Pension Plan”) and (b) the excess
pension benefits payable under the Hasbro, Inc. Supplemental Benefit Retirement Plan (the
“Supplemental Benefit Plan”). For the purposes of this Section 2.1, the Executive’s Final Average
Pay per year is equal to: his Five Year Average Compensation as such term was defined in the
Pension Plan that was in effect on March 10, 2004, as determined without regard to any limitations
imposed by Sections 401(a)(17) or Section 415(b) of the Internal Revenue Code, but including as
compensation any of the Executive’s elective deferrals under the Hasbro, Inc. Deferred Compensation
Plan, and the Executive’s years of Benefit Service shall be equal to: his years of Benefit Service
as such term was defined in the Pension Plan that was in effect on March 10, 2004, without regard
to any subsequent amendments.”
6. Section 2.2 of the Agreement is amended to read as follows:
The portion of the benefits described in Section 2.1 that that was earned and vested as of
December 31, 2004 (as determined in accordance with Treas. Regs. §1.409A-6(a)(3)(i)) shall be paid
on (or commencing on) the first day of the month following the month in which the Executive’s
employment terminates, in the form of a life annuity payable in monthly installments or, if the
Executive elects, either (a) in any actuarially equivalent form of benefit provided under the
Supplemental Benefit Plan, determined using the actuarial conversion factors used for the
Supplemental Benefit Plan, or (b) as an actuarially equivalent lump sum, determined using the
actuarial conversion factors used for the Supplemental Benefit Plan for this purpose; provided,
however, that payment shall be made in a form specified pursuant to (b) only if the Executive has
affirmatively elected such form of payment at least twelve (12) months in advance of the first day
of the month following the month in which the Executive’s employment terminates.
The portion of the benefits described in Section 2.1 that was not earned or vested as of
December 31, 2004 shall be paid to the Executive in a lump sum amount, on the date that is six (6)
months following the date on which the Executive’s employment terminates. The lump sum shall be a
payment that is actuarially equivalent to a single life annuity payable in the manner provided for
in the preceding paragraph, determined using the actuarial factors set for in the Supplemental
Benefit Plan, with interest from the date
3
the Executive’s employment terminates, at the same rate, if any, provided for in the Supplemental
Benefit Plan for such purpose. If the Executive dies after the date his employment terminates, but
before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse.
7. A new Section 7 is added at the end of the Agreement to read as follows:
“7. WAIVER OF BENEFIT. In consideration of the provisions for an Enhanced Retirement and
other benefits provided for in this Agreement, the Executive agrees to waive any benefit that he
would otherwise be entitled to receive under the Hasbro, Inc. Retirement Savings Plan or the
Supplemental Benefit Plan with respect to the so-called Annual Company Contribution and the Annual
Transition Contribution, as defined and set forth in the Hasbro, Inc. Retirement Savings Plan, as
amended and restated as of January 1, 2008.”
8. The form of Severance and Settlement Agreement attached to the Agreement as Attachment A be
and hereby is amended to reflect the foregoing amendments in the timing and manner of benefits to
be provided to the Executive under the Agreement.
The parties acknowledge that they have had an opportunity to consult with legal and tax
advisors regarding the terms and effect of this Amendment.
The parties have executed this Amendment effective as of the date set forth above.
| HASBRO, INC. | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | ||||||
| Title: | Senior Vice President, General Counsel and Secretary |
|||||
| EXECUTIVE | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||||
| Name: | ||||||
4
