January 30, 1998
Mr. George R. Ditomassi, Jr.
152 Tennyson Drive
Longmeadow, MA 01106
In connection with the termination of your employment with Hasbro, Inc.
(the 'Company') and your resignation as an officer of the Company and as an
officer and director of various divisions and subsidiaries of the Company,
on January 31, 1998 the 'Company' will pay you the basic severance
benefits described in Section 2 of the attached 'Description of Severance
Benefits' if you do not sign and return this letter by February 20, 1998.
If you timely sign and return this letter, the Company will pay and provide
you the enhanced severance benefits subject to the terms and conditions
outlined in Section 1 of the attached 'Description of Severance Benefits'.
By signing and returning this letter you will be agreeing to the terms and
conditions set forth in the numbered paragraphs below, including the
release of claims set forth in paragraph 2. You should consult with your
own attorney before signing this letter and may take up to twenty-one (21)
days to do so.
If after reviewing this letter with your attorney, you find the terms and
conditions are satisfactory to you, you should sign and return this letter
to Bob Carniaux, Vice President, Human Resources in the enclosed envelope
by February 20, 1998. If you sign this letter, you may change your mind
and revoke your agreement during the seven (7) day period after you have
signed it. If you do not so revoke, this letter will become a binding
agreement between you and the Company upon the expiration of the seven (7)
day revocation period.
The following numbered paragraphs set forth the terms and conditions which
will apply if you timely sign and return this letter and do not revoke it
within the seven (7) day revocation period:
1. Description of Severance Benefits.
The severance benefits to be paid to you if you timely sign and return
this letter are as described in Section 1 of the attached 'Description of
Severance Benefits'. The payment of these benefits is subject to the terms
of this letter and the terms of the Company's Severance Benefits Plan for
Salaried Employees (the 'Severance Plan').
(a). You hereby fully, forever, irrevocably and unconditionally
release, remise and discharge the Company, and any subsidiary or affiliated
organization of the Company or their current or former officers, directors,
stockholders, corporate affiliates, attorneys, agents and employees (the
'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 you ever had or now have against the Released Parties,
including, but not limited to, all claims arising out of your employment,
all claims arising out of the termination of your employment, all claims
arising from any failure to re-employ you, all claims of race, sex,
national origin, handicap, religious, sexual preference, benefit 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
Americans with Disabilities Act of 1990, 29 U.S.C. Section 12101 et seq.,
the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 1001
et seq., and similar state or local statutes, wrongful discharge claims,
common law tort, defamation, breach of contract and other common law
claims, and any claims under any other federal, state or local statutes or
ordinances not expressly referenced above.
(b). The Company hereby fully, forever, irrevocably and unconditionally
releases. remises and discharges you from any and all claims, charges,
complaints, demands, actions, causes of actions, 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 the Company ever had or now has against
you, provided that this release will not extend to any intentional or
criminal wrongs, any contractual obligation you have to the Company, and
any matter relating to any violation of any statute, regulation or other
public law except to the extent you would otherwise be indemnified by the
Company. This release shall not extend to any shareholder derivative suits.