UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): January 20, 2006
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HASBRO, INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
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(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 20, 2006, Hasbro, Inc. (the "Company") entered into an
Employment Agreement (the "Agreement") with Brian Goldner, the Company's
recently appointed Chief Operating Officer. Prior to his appointment as
Chief Operating Officer, Mr. Goldner served as President of the Company's
U.S. Toys Segment.
Under the Agreement, Mr. Goldner agrees to continue to serve as the
Company's Chief Operating Officer, reporting to the Company's President and
Chief Executive Officer. The Agreement has an initial three-year term
expiring January 19, 2009. Thereafter the Agreement is automatically
extended for additional one-year terms unless either the Company or Mr.
Goldner provide notice of the intent not to renew at least 180 days prior
to the expiration of the then current term.
For the remainder of 2006, Mr. Goldner will receive an annualized base
salary of $800,000 and will be eligible to receive a management incentive
plan bonus based on a target of eighty-five percent (85%) of his earned
base salary. Beginning in 2007 and thereafter, Mr. Goldner's base salary
and target bonus will be reviewed in accordance with the Company's
compensation policies for senior executives and will be adjusted to the
extent, if any, deemed appropriate by the Compensation and Stock Option
Committee of the Company's Board of Directors.
Pursuant to the Agreement, Mr. Goldner was granted 20,000 shares of
restricted stock. These shares will vest in one installment on January 20,
2009, provided that Mr. Goldner remains employed with the Company through
that date. The shares are subject to earlier vesting in certain
situations, such as a change in control of the Company or upon the death of
Mr. Goldner.
The Agreement provides that Mr. Goldner will participate in the
Company's long-term incentive program in the same manner as other senior
executives, provided that his target award shall be second only to that of
the Chief Executive Officer. Mr. Goldner will also participate in the
Company's other benefit programs under the terms which are extended to
senior executives.
In the event that Mr. Goldner's employment is terminated: (A) by the
Company for Cause, or at his election for other than Good Reason, the
Company will pay Mr. Goldner the compensation and benefits otherwise
payable to him through the last day of his actual employment; (B) due to
Mr. Goldner's death or Disability (as defined in the Agreement) the Company
will pay to Mr. Goldner or his estate the compensation which would
otherwise have been payable to him up to the end of the month in which the
termination occurs and (C) by the Company without Cause, or by Mr. Goldner
for Good Reason, and provided that Mr. Goldner complies with the terms of
the Company's severance policy, then Mr. Goldner will be entitled to
severance benefits for two years pursuant to the Company's severance plan,
payment of a target bonus for each of the two fiscal years following the
year of termination, and all of his unvested stock options, restricted
stock and other equity awards will fully vest. The Company's severance
plan includes the payment of base salary and continuation of benefits
during the severance period. If Mr. Goldner begins permissible alternate
employment during the severance period and notifies the Company of such
employment, he will receive in a lump sum 50% of any remaining salary
payments due as severance under the Agreement.
For purposes of the Agreement "Cause" shall be deemed to exist upon
(a) executive's material failure to perform: (i) executive's assigned
duties for the Company; or (ii) executive's obligations under the
Agreement; (b) conduct of the executive involving fraud, gross negligence
or willful misconduct or other action which damages the reputation of the
Company; (c) executive's indictment for or conviction of, or the entry of a
pleading of guilty or nolo contendere by executive to, any crime involving
moral turpitude or any felony; (d) executive's fraud, embezzlement or other
intentional misappropriation from the Company; or (e) executive's material
breach of any material policies, rules or regulations of employment which
may be adopted or amended from time to time by the Company. Good Reason
means: (a) a material reduction in executive's base salary or target bonus,
without his consent, unless such reduction is due to a generally applicable
reduction in the compensation of senior executives in 2007 or later, or (b)
an organizational change in which executive no longer reports directly to
Alfred J. Verrecchia as Chief Executive Officer.
The Agreement contains certain post-employment restrictions on Mr.
Goldner, including a two-year non-competition agreement. The Agreement
does not modify Mr. Goldner's existing Change in Control Agreement with the
Company, dated March 18, 2000. In the event of a Change in Control (as
defined in the Change in Control Agreement) the benefits payable pursuant
to the Agreement will be reduced by any severance benefits payable under
the Change in Control Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HASBRO, INC.
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(Registrant)
Date: January 24, 2006 By: /s/ David D.R. Hargreaves
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David D.R. Hargreaves
Senior Vice President and Chief
Financial Officer
(Duly Authorized Officer)