Employment Agreement - Hasbro Inc. and John T. O'Neill
December 30, 1999
Mr. John T. O'Neill
28 Narragansett Bay Avenue
Warwick, RI 02889
Dear John:
In connection with your retirement from employment with Hasbro,
Inc. (the 'Company'), on December 31, 1999, the 'Company' will
pay you the basic early retirement benefits described in Section
2 of the attached 'Description of Early Retirement Benefits' if
you do not sign and return this letter postmarked by February 22,
2000.
If you timely sign and return this letter, the Company will pay
and provide you the enhanced early retirement benefits subject to
the terms and conditions outlined in Section 1 of the attached
'Description of Early Retirement 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.
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, Sr. Vice President, Human
Resources in the enclosed Airborne Express return envelope
postmarked by February 22, 2000. 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 Early Retirement Benefits. The early
retirement 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 Early Retirement Benefits'. The payment of these
benefits is subject to the terms of this letter. You acknowledge
and agree that the benefits payable to you if you timely sign and
return this letter are more than the Company would be obligated
to pay or provide to you if you did not sign and return this
letter.
2. Release. 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 retirement 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. Sec. 2000 et seq.,
the Age Discrimination in Employment Act, 29 U.S.C. Sec. 621 et
JOHN T. O'NEILL
December 30, 1999
Page 2
seq., the Americans with Disabilities Act of 1990, 29 U.S.C.
Sec. 12101 et seq., the Employee Retirement Income Security Act
of 1974, 29 U.S.C. Sec. 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; provided, that nothing contained
herein will be construed to release your rights, as a former
employee, officer and director of the Company and various of its
divisions and subsidiaries, to indemnification under applicable
by-laws and Company policies, or to your rights to vested
benefits under Company-sponsored employee benefits plans.
3. Covenant Not To Sue. You represent and warrant that you
have not filed any complaints, charges, or claims for relief
against the Released Parties. You further agree not to bring any
complaints, charges or claims against the Released Parties with
respect to any matters arising out of your employment with or
retirement from employment with the Company.
4. Proprietary Information. You acknowledge and reaffirm your
representations and obligations as set forth in the Invention,
Assignment and Proprietary Information Agreement which you
previously signed in connection with your employment with the
Company.
5. Legal Expenses. The Company agrees to pay reasonable and
documented legal expenses, up to a maximum of fifteen thousand
dollars ($15,000), incurred by you in connection with drafting
this Letter Agreement and related documents.
6. Nature of Agreement. You and the Company understand and
agree that this letter agreement is a early retirement and
settlement agreement and does not constitute an admission of
liability or wrongdoing on the part of you, the Company, or any
other person.
7. Amendment. This letter agreement shall be binding upon the
parties and may not be modified in any manner, except by an
instrument in writing of concurrent or subsequent date signed by
a duly authorized representative of the parties hereto. This
agreement is binding upon and shall inure to the benefit of the
parties and their respective agents, assigns, heirs, executors,
successors and administrators. No delay or omission by the
Company in exercising any right under this agreement shall
operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be
effective only in that instance and shall not be construed as a
bar or waiver of any right on any other occasion.
8. Validity. Should any provision of this letter agreement
be declared or be determined by any court of competent
jurisdiction to be illegal or invalid, the validity of the
remaining parts, terms, or provisions shall not be affected
thereby and said illegal and invalid part, term or provision
shall be deemed not to be a part of this agreement.
JOHN T. O'NEILL
December 30, 1999
Page 3
9. Confidentiality. You understand and agree that the terms
and contents of this letter agreement, and the contents of the
negotiations and discussions resulting in this agreement, shall
be maintained as confidential by you and your agents and
representatives, and any dispute resolved by this agreement shall
also remain confidential, and none of the above shall be
disclosed except to the extent required by federal or state law
or as otherwise agreed to in writing by an officer of the
Company; provided, that you shall not be under any restraint with
respect to disclosure of your continuing obligations to the
Company under Section 4 and 13 hereof.
10. Entire Agreement and Applicable Law. This letter
agreement contains and constitutes the entire understanding and
agreement between the parties hereto with respect to your early
retirement benefits and settlement of claims against the Company
and cancels all previous oral and written negotiations,
agreements, commitments, and writings in connection therewith.
This agreement shall be governed by the laws of the State of
Rhode Island to the extent not preempted by federal law.
11. Acknowledgments. You acknowledge that you have been given
at least twenty-one (21) days to consider this letter agreement
and that the Company advised you to consult with any attorney of
your own choosing prior to signing this letter. You may revoke
this agreement for a period of seven (7) days after signing this
letter, and the agreement shall not be effective or enforceable
until the expiration of this seven (7) day revocation period.
Additionally, you will receive another seven (7) day revocation
period if the Company's Compensation and Stock Option Committee
fails to approve the items described in Section 1(j) of the
attached Description of Early Retirement Benefits, said seven (7)
days to run from receipt by you of written notice of the
Compensation and Stock Option Committee's decision.
12. Voluntary Assent. You affirm that no other promises or
agreements of any kind have been made to or with you by any
person or entity whatsoever to cause you to sign this letter
agreement, and that you fully understand the meaning and intent
of this agreement. You state and represent that you have had an
opportunity to fully discuss