{"id":39216,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-hasbro-inc-and-herbert-m-baum.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-hasbro-inc-and-herbert-m-baum","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-hasbro-inc-and-herbert-m-baum.html","title":{"rendered":"Employment Agreement &#8211; Hasbro Inc. and Herbert M. Baum"},"content":{"rendered":"<pre>\n                           EMPLOYMENT AGREEMENT\n\n  THIS EMPLOYMENT AGREEMENT (the 'Agreement'), made as of the 5th day of \nJanuary, 1999 is entered into by Hasbro, Inc., a corporation with its \nprincipal place of business at Pawtucket, Rhode Island (the 'Company'), and \nHerbert M. Baum (the 'Employee').\n\n  WHEREAS, the Company desires to employ the Employee as President and Chief \nOperating Officer of the Company and the Employee desires to be employed by \nthe Company as President and Chief Operating Officer;\n\n  NOW, THEREFORE, in consideration of the mutual covenants and promises \ncontained herein, and other good and valuable consideration, the receipt and \nsufficiency of which are hereby acknowledged by the parties hereto, the \nparties agree as follows:\n\n   1.  Term of Employment\n       ------------------\n  The Company hereby agrees to employ the Employee, and the Employee hereby \naccepts employment with the Company, upon the terms set forth in this \nAgreement, for the period commencing on January 5, 1999 (the 'Commencement \nDate') and ending on January 5, 2002, unless sooner terminated in accordance \nwith the provisions of Section 5 or extended as hereinafter provided in this \nSection 1 (such period, as it may be extended or terminated, the 'Employment \nPeriod').  The Employment Period may be extended not later than January 5, \n2002 for an additional one year period from the then current expiration date \nof the Employment Period provided the Employee and the Company mutually agree \nin writing to extend the Employment Period.\n\n   2.  Title; Capacity\n       ---------------\n  The Company will employ the Employee, and the Employee agrees to work for \nthe Company, as its President and Chief Operating Officer of the Company and \nin such other senior executive positions with the Company and with domestic \nand foreign subsidiaries of the Company  as the Company's Board of Directors \n(the 'Board') and the Chairman of the Board and Chief Executive Officer of \nthe Company may reasonably determine from time to time.  The Employee shall \nbe based at the Company's headquarters in Pawtucket, Rhode Island and shall \nundertake such domestic and foreign business travel as shall be reasonably \nrequired to fulfill his duties.  The Employee shall report directly to the \nChairman of the Board and Chief Executive Officer of the Company.\n\n  The Employee shall have authorities, duties and responsibilities \ncommensurate with his position of President and Chief Operating Officer \n(including but not limited to, responsibility for all operating functions and \nunits of the Company with all of said functions and units reporting directly \nor, with his consent, indirectly to him) and shall have such other \nauthorities, duties and responsibilities commensurate with his position as\nthe Board shall from time to time reasonably assign to him.  The Employee\nshall devote substantially his full business time in the performance of the\nforegoing services, except that he may serve on the boards of directors of\nother businesses, trade associations and charitable organizations, engage in\ncharitable activities and community affairs and manage his personal\ninvestments and affairs as long as these activities present no conflict of\ninterest and do not materially interfere with the performance of his duties\nhereunder.\n\n  The Employee agrees to abide in all material respects with the policies of \nthe Company applicable to senior executives, officers and members of the \nBoard and any changes therein which may be adopted from time to time by the \nCompany with regard to conflicts of interest.\n\n   3.  Member of the Board\n       -------------------\n  During the Employment Period, the Company agrees that it shall recommend to \nthe Board the  election of the Employee as a Director of the Company on  the \nCommencement Date or as soon as practical thereafter.  Upon the expiration of \nhis term as a Director during the Employment Period, the Company agrees to \nuse its best efforts to cause him to be re-nominated for election  and to \nrecommend his election.\n\n   4.  Compensation and Benefits\n       -------------------------  \n       4.1  Salary\n            ------\n  During the Employment Period, the Company shall pay the Employee, in weekly \ninstallments one week in arrears, an annual base salary of not less than \n$750,000 (the 'Base Salary').  Such Base Salary shall be considered for \nupward adjustment annually in accordance with the Company's salary increase \nguidelines based upon the Employee's achievement of individual performance \ngoals but subject to recommendation by the Chairman and Chief Executive \nOfficer and approval by the Compensation and Stock Option Committee of the \nBoard (the 'Compensation Committee').  Once increased, Base Salary shall not \nbe reduced and shall thereafter be the 'Base Salary' hereunder.\n\n       4.2  Bonus\n            -----\n  During the Employment Period, the Employee shall be eligible to participate \nin the Company's management incentive bonus arrangement with a target bonus \nof not less than 45% of Base Salary.  The Employee's actual bonus may be \ngreater or less than his target bonus for such year depending upon the \nCompany's and the Employee's actual performance during the applicable bonus \nyear.  In the event Employee's employment is terminated prior to the \ncompletion of a bonus year due to (I) his death or Disability, (ii) a \ntermination by the Employee for 'Good Reason,' or (iii) a termination by the \nCompany without 'Cause,' the Company will pay the Employee a pro rata bonus \nfor such year equal to at least the bonus for such year he would have \nreceived based on assuming his individual performance was the same as that of \nthe prior year and the actual Company performance for such year multiplied by \na fraction, the numerator of which is the number of days during such bonus \nyear that the Employee is employed by the Company, and the denominator of \nwhich is three hundred sixty-five (365).  If such pro rata bonus is for 1999, \nthe entire bonus shall be based on the actual Company performance for such \nyear.\n\n       4.3  Stock Options\n            -------------\n  (a)  Subject to the approval of the Compensation Committee of the Board the \nCompany shall grant to the Employee options (the 'Options') to purchase \n175,000 shares of the Company's Common Stock (the 'Shares') on the \nCommencement Date, or as soon thereafter as practical, at the then-current \nFair Market Value of the Company Shares as of the date of the grant under and \naccording to the terms of the Company's Stock Incentive Performance Plan and \nthe applicable Stock Option Agreement.  During the Employment Period, Options \nto purchase 58,333 shares shall vest on each of the first two anniversaries \nof the Commencement Date and the remaining Options to purchase 58,334 shares \nshall vest on January 5, 2002, the last day of the initial three year \nEmployment Period.\n \n  (b)  Subsequent grants of regular stock options may be made subject to the \nCompany's standard practice and policy in making such grants, except that the \nEmployee will not have any right to participate in the Company's premium \npriced stock option program.  Subsequent stock option grants will be subject \nto not less favorable vesting and exercise provisions than those set forth in \nthis Section 4.3.\n\n  (c)  Unless the termination of Employee's employment is for Cause, the \nEmployee will have three (3) years from the date on which his  employment \nterminates or, if earlier, until the expiration of stated term of the \nOptions, to exercise all unexercised vested Options.\n\n  (d)  If the Employee's employment with the Company terminates upon or after \nthe expiration of the initial three year Employment Period for any reason \nwhatsoever other than Cause, provided the Employee executes a non-compete \nagreement in the form of Exhibit A hereto, the Options shall become fully \nvested on the date of termination.  In the event the prior sentence does not \napply and the Employee is terminated by the Company without Cause or the \nEmployee terminates his employment with or without Good Reason either during \nor after the initial three year Employment Period, the Options shall continue \nto vest during the period which the Employee is receiving severance payment \nfrom the Company.<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7732],"corporate_contracts_industries":[9403],"corporate_contracts_types":[9539,9544],"class_list":["post-39216","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hasbro-inc","corporate_contracts_industries-consumer__toys","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39216","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39216"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39216"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39216"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39216"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}