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Published: 2008-03-26

Release and Settlement Agreement - Hasbro Inc., Dial Corp. and Herbert M. Baum



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.