{"id":39652,"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-tiger-electronics-ltd-hasbro-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-tiger-electronics-ltd-hasbro-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-tiger-electronics-ltd-hasbro-inc-and.html","title":{"rendered":"Employment Agreement &#8211; Tiger Electronics Ltd., Hasbro Inc. and Brian Goldner"},"content":{"rendered":"<pre>                   EMPLOYMENT AGREEMENT\n\nThis EMPLOYMENT AGREEMENT (the \"Agreement\") is effective as of \nMarch 18, 2000, by and between Tiger Electronics, Ltd., a \nDelaware corporation with a principal place of business at 980 \nWoodlands Parkway, Vernon Hills, IL  60061-3103 (\"Tiger\"), \nHasbro, Inc., a Rhode Island corporation with a principal place \nof business at 1027 Newport Avenue, Pawtucket, RI  02862 \n(\"Hasbro\"), and Brian Goldner, an individual with a residence at \n3104 Laurel Avenue, Manhattan Beach, CA  90266 (the \"Employee\"). \n\nWHEREAS, Tiger desires to employ Employee; and \n\nWHEREAS, Employee desires to be employed by Tiger; \n\nNOW, THEREFORE, in consideration of the mutual covenants and \npromises contained herein, and other good and valuable \nconsideration, the receipt and sufficiency of which are hereby \nacknowledged, the parties hereto agree as follows: \n  1.   Term of Employment.  Tiger hereby agrees to employ \nEmployee and Employee hereby accepts employment with Tiger for \nthe period commencing on or about March 18, 2000 (the \n\"Commencement Date\") and ending on March 17, 2003, (the \"Term\") \nunless otherwise terminated in accordance with the provisions of \nSection 4.  The Term shall be extended by mutual agreement.\n  2.   Title; Reporting Employee.  Employee shall serve as Chief \nOperating Officer of Tiger until January 1, 2001, at which time \nTiger shall elect Employee to the position of President and \nChief Operating Officer of Tiger. .  In accepting such \nemployment, Employee agrees to undertake the duties and \nresponsibilities described herein and such other duties and \nresponsibilities as are assigned to Employee.  Employee agrees \nto devote his entire business time, attention and energies to \nthe business and interests of Tiger during the Term.  Employee \nagrees to comply with all Tiger and applicable Hasbro policies \nthat are in effect during the Term. \n  3.   Compensation and Benefits. \n   3.1  Salary.  Tiger shall pay to Employee, an annual base \nsalary of Five Hundred Thousand Dollars ($500,000) in biweekly \ninstallments, less all applicable taxes and withholdings.  \nProvided Employee remains employed by Tiger in the capacity \nnoted in 2, above, Employee's salary shall be adjusted to Five \nHundred Twenty Five Thousand Dollars ($525,000) on or about \nMarch 19, 2001 and to Five Hundred Fifty Thousand Dollars \n($550,000) on or about March 19, 2002.\n   3.2  Sign-On Bonus.  Employee will receive a sign-on bonus of \nTwo Hundred Fifty Thousand Dollars ($250,000), payable in two \nequal installments.  The first installment shall be paid to \nEmployee as soon as practicable after March 18, 2000 and the \nsecond installment shall be paid to Employee as soon as \npracticable after March 18, 2001.  If Employee (i) voluntarily \nleaves the employ of Tiger or (ii) is terminated by Tiger \npursuant to Paragraph 4.1 below, prior to March 18, 2001, \nEmployee shall repay the entire first installment of such sign-\non bonus to Tiger on the date Employee terminates his employment \nwith Tiger.  If Employee (i) voluntarily leaves the employ of \nTiger or (ii) is terminated by Tiger pursuant to Paragraph 4.1 \nbelow, prior to March 18, 2002, Employee shall repay the entire \nsecond installment of such sign-on bonus to Tiger on the date \nEmployee terminates his employment with Tiger.  Employee shall \nbe entitled to retain any bonus previously paid if Employee's \ntermination is for any reason other that Employee voluntarily \nleaving the employ of Tiger or Employee is terminated pursuant \nto Paragraph 4.1.   \n   3.3  Management Incentive Plan Bonus.  \n    (a) During the Term, Employee will be eligible to receive a  \nManagement Incentive Plan bonus based on a target of fifty \npercent (50%) of Employee's earned base salary for the incentive \nyear.  Actual bonus awards may vary depending on Tiger, Hasbro \nor Employee's performance and are discretionary.  \n    (b) Notwithstanding the foregoing, Employee will receive, at \nthe time Management Incentive Plan Bonuses are customarily paid \nby Tiger, a minimum Management Incentive Plan Bonus for calendar \nyear 2000 of Two Hundred Fifty Thousand Dollars ($250,000) (the \n\"2000 MIP Bonus\").  If Employee terminates his employment \npursuant to Paragraph 4.5 below prior to March 18, 2001, no 2000 \nMIP Bonus shall be payable to Employee.  If Employee terminates  \nhis employment pursuant to Paragraph 4.5 below between March 19, \n2001 and March 18, 2002, Employee shall repay Tiger two-thirds \n(2\/3) of the 2000 MIP Bonus paid.  If Employee terminates his \nemployment pursuant to Paragraph 4.5 below between March 19, \n2002 and March 18, 2003, Employee shall repay Tiger one-third \n(1\/3) of the 2000 MIP Bonus paid.  All repayments of the 2000 \nMIP Bonus shall be made on the date Employee terminates his \nemployment with Tiger.  Employee shall be entitled to retain any \nof the 2000 MIP Bonus if termination is for any reason other \nthan pursuant to Paragraph 4.1 or 4.5 below.\n   3.4  Stock Option and Restricted Stock Grants.  \n    (a) Prior to March 18, 2000, Hasbro agrees to obtain the \napproval of the Hasbro Compensation and Stock Option Committee \nto grant Employee a non-qualified stock option for the purchase \nof 50,000 shares of common stock of Hasbro.  Such option shall \nhave an exercise price equal to the mean of the high and low \nprices of the shares on March 20, 2000 and shall vest in three \nequal annual installments commencing March 18, 2001.  Such \noption shall be granted pursuant to Hasbro's standard form of \nStock Option Agreement, as modified to reflect the last sentence \nof Section 5.3 below.\n    (b) Prior to March 18, 2000, Hasbro agrees to obtain the \napproval of the Hasbro Compensation and Stock Option Committee \nto grant Employee a non-qualified stock option grant for the \npurchase of 100,000 shares of common stock of Hasbro.  Such \noption shall have an exercise price equal to ten percent (10%) \nhigher than the mean of the high and low prices of the shares on \nMarch 20, 2000 Such options shall vest in five equal annual \ninstallments commencing March 18, 2001.  Such option shall be \ngranted pursuant to Hasbro's standard form of Stock Option \nAgreement. for premium priced options, as modified to reflect \nthe last sentence of Section 5.3 below.\n    (c) Prior to March 18, 2000, Hasbro agrees to obtain the \napproval of the Hasbro Compensation and Stock Option Committee \nto grant Employee 61,000 restricted shares of Hasbro common \nstock, to be awarded to Employee on March 18, 2000. Such \nrestricted shares shall vest in one installment on March 18, \n2003 and certificate(s) for such restricted shares shall be held \nin escrow and shall contain legends, which indicate the shares \nare subject to forfeiture and transfer restrictions.  The grant \nof restricted shares of common stock shall be granted pursuant \nto Hasbro's standard form of Restricted Stock Agreement.\n    (d) Fringe Benefits.  Employee shall be entitled to \nparticipate in benefit programs that Tiger establishes and makes \navailable to its senior officers to the extent that Employee's \nposition, tenure, salary and other qualifications make Employee \neligible to participate, including but not limited to Tiger's \ngroup life insurance, short and long term disability insurance, \nmedical, dental, pension, 401(k) savings,  stock incentive \nprograms and deferred compensation programs for salaried \nemployees, as in effect from time-to-time.  Employee shall be \nentitled to 4 weeks paid vacation per year, in accordance with \nTiger's vacation policy and to be taken at a mutually agreeable \ntime.  \n   3.5  Air Travel.  All air travel by Employee for business or \nrelocation purposes shall be at business class level and if \nbusiness class is not available, first class provided that first \nclass is approved by Employee's immediate supervisor. \n   3.6  Company Car Allowance\/Lease.  During the Term of the \nAgreement, Employee shall receive, at Employee's option, a \nmonthly car allowance of Eight Hundred Sixty Dollars ($860.00) \nor the equivalent in an automobile leased by Tiger for Employee.\n   3.7  Relocation.  Employee shall be entitled to relocation \nassistance pursuant to Hasbro's Relocation Expenses for \nTransferred Employees and Executive New Hires (the \"Relocation \nPolicy\"), a copy of which Employee acknowledges he has received \nand reviewed.  Tiger and the Employee agree that Sections 2.4, \n4.2, 9.2, 9.3 and 11 of the Relocation Policy shall not apply; \nhowever, Employee agrees that Employee will use reasonable \nefforts to relocate to the Vernon Hills, Illinois area within \nsix (6) months from commencing employment.  Tiger and Employee \nfurther agree:  (a) that Section 5.1 of the Relocation Policy is \namended to provide Employee with suitable housing at Tiger's \nexpense for up to six (6) months; (b) Section 6.2 of the \nRelocation Policy shall be construed to mean that insurance on \nhousehold goods will be for full replacement value; and (c) \nSection 7.1 of the Relocation Policy will be modified such that \nthe miscellaneous expenses maximum shall be Ten Thousand Dollars \n($10,000).\n   3.8  Change of Control Agreement.  Hasbro and the Employee \nshall enter into Hasbro's standard form of Change of Control \nAgreement as amended. \n  4.  Employment Termination.  Employee's employment by Tiger \npursuant to this Agreement shall terminate upon the occurrence \nof any of the following:\n   4.1  At the election of Tiger, for cause, immediately upon \nwritten notice to Employee by Tiger.  For the purposes of this \nSection 4.1, for cause termination shall be deemed to exist upon \n(a)  Employee's material failure to perform (i) Employee's \nassigned duties for Tiger; or (ii) Employee's obligations under \nthis Agreement; (b) conduct of the Employee involving fraud, \ngross negligence or willful misconduct or other action which \ndamages the reputation of Tiger or Hasbro;  (c) Employee's \nindictment for or conviction of, or the entry of a pleading of \nguilty or nolo contendere by Employee to, any crime involving \nmoral turpitude or any felony; (d) Employee's fraud, \nembezzlement or other intentional misappropriation from Tiger or \nHasbro; or (e) Employee's material breach of any material \npolicies, rules or regulations of employment which may be \nadopted or amended from time to time by Tiger or Hasbro.  Tiger \nshall provide Employee in writing of any alleged violation of \n(a) or (b) above, after which Employee shall have thirty (30) \ndays to cure such violation.\n   4.2  Thirty days after Employee's death or disability.  As \nused in this Agreement, the term \"disability\" shall mean \nEmployee's inability, due to a physical or mental disability, \nfor a period of 180 consecutive days, to perform the services \ncontemplated under this Agreement, with or without reasonable \naccommodation.  A determination of disability shall be made by a \nphysician satisfactory to both Employee and Tiger, provided that \nif Employee and Tiger do not agree on a physician, Employee and \nTiger shall each select a physician and these two together shall \nselect a third physician, whose determination as to disability \nshall be binding on all parties.\n   4.3  At the election of Tiger without cause and not because \nof a \"Change of Control.\" \n   4.4  At Employee's election for \"good reason\", defined as the \nfailure of Tiger to elect Employee to the position of President \nand Chief Operating Officer on or about January 1, 2001. \n   4.5  At Employee's election without cause or good reason, as \ndefined above, upon not less than thirty (30) days notice.\n\n  5.  Effect of Termination.\n   5.1  Termination for Cause or at Employee's Election.  In the \nevent Employee's employment is terminated for cause pursuant to \nSection 4.1 or at Employee's election pursuant to  Section 4.5, \nTiger shall pay Employee the compensation and benefits otherwise \npayable to Employee under Section 3 through the last day of \nEmployee's actual employment by Tiger.  \n   5.2  Termination for Death or Disability.  If Employee's \nemployment is terminated by death or because of disability \npursuant to Section 4.2, Tiger shall pay to Employee's estate or \nto Employee, as the case may be, the compensation which would \notherwise be payable to Employee up to the end of the month in \nwhich the termination of Employee's employment because of death \nor disability occurs.  All stock options and restricted stock \ngranted to Employee shall vest and be exercisable in accordance \nwith the relevant agreements and plans.  \n   5.3  Termination at the Election of Tiger or for Good Reason.  \nIf Employee's employment is terminated at the election of Tiger \npursuant to Section 4.3 or at Employee's election for \"good \nreason\" as defined in Section 4.4, and provided Employee \nexecutes a full and complete release in a form prepared by \nTiger, then Employee shall be entitled to the greater of \nEmployee's base salary at the times and in the amounts that \nwould have been paid to Employee had Employee remained in the \nemploy of the Company for the balance of the Term or twelve (12) \nmonths of base salary continuation.  Such base salary \ncontinuation shall be less all applicable taxes and \nwithholdings,  and shall be paid in accordance with the \napplicable severance plan for Hasbro Salaried Employees (the \n\"Severance Plan\").  Notwithstanding the provisions of the \nSeverance Plan or this Paragraph 5.3, provided that Employee \nexecutes a full and complete release in a form prepared by \nTiger, if Employee's employment is terminated pursuant to \nSection 4.3 or 4.4, all unvested stock options and restricted \nstock will become vested and any bonus repayment obligations of \nEmployee, as set forth in paragraphs 3.2 or 3.3 above, will \nterminate. \n   5.4  Survival.  The provisions of Sections 6 and 7 below \nshall survive the termination of this Agreement.\n  6.  Non-Solicitation.\n   (a)  During the Employment Period and for a period of one (1) \nyear after the termination or expiration thereof, for any \nreason, Employee will not directly or indirectly:\n    (i)  either alone or in association with others, solicit, or \npermit any person or organizations directly or indirectly to \nsolicit, any individual who at the time of the solicitation is, \nor who within the six (6) month period prior to such \nsolicitation was an employee of Tiger or Hasbro to leave the \nemploy of Tiger or Hasbro or terminate his or her employment \nrelationship with either Tiger or Hasbro, or hire or attempt to \nhire or induce, any employee or  employees of Tiger or Hasbro to \nterminate their employment with, or otherwise cease their \nrelationship with, Tiger or Hasbro; or\n    (ii)  solicit, divert or take away, or attempt to divert or \nto take away, the business or patronage of any of the clients, \ncustomers or accounts, or prospective clients, customers or \naccounts, of Tiger or Hasbro; \n   (b)  The geographic scope of this Section 6 shall extend to \nanywhere Tiger or Hasbro or their respective subsidiaries is \ndoing business at the time of termination or expiration.  If any \nrestriction set forth in this Section 6 is found by any court of \ncompetent jurisdiction to be unenforceable because it extends \nfor too long a period of time or over too great a range of \nactivities or in too broad a geographic area, it shall be \ninterpreted to extend only over the maximum period of time, \nrange of activities or geographic area as to which it may be \nenforceable.\n   (c)  Employee acknowledges that the restrictions contained in \nthis Section 6 are necessary for the protection of the business \nand goodwill of Tiger and Hasbro and are considered by Employee \nto be reasonable for such purpose.  Employee agrees that any \nbreach of this Section 6 will cause Tiger and Hasbro substantial \nand irrevocable damage, and therefore, in the event of any such \nbreach, in addition to such other remedies which may be \navailable, Tiger and Hasbro shall have the right to  obtain and \nreceive specific performance and injunctive relief without \nposting a bond or other security.\n  7.  Other Agreements.  \n   (a)  Employee hereby represents that Employee is not bound by \nthe terms of any agreement with any previous employer or other \nparty, which would impair Employee's right or ability to enter \nthe employ of Tiger or perform fully Employee's obligations \npursuant to this Agreement.  Employee further represents and \nwarrants that Employee's performance of all the terms of this \nAgreement and as an Employee of Tiger does not and will not \nbreach any agreement to keep in confidence proprietary \ninformation, knowledge or data acquired by Employee in \nconfidence or in trust prior to Employee's employment with \nTiger.\n   (b)  Employee agrees that upon the Commencement of Employee's \nemployment with Tiger he shall execute Hasbro's Invention \nAssignment and Proprietary Information Agreement.\n  8.  Notices.  All notices required or permitted under this \nAgreement shall be in writing and shall be deemed effective upon \npersonal delivery or upon deposit in the United States Mail, by \nregistered or certified mail, postage prepaid, addressed to \nHasbro at 1027 Newport Avenue, Pawtucket, RI  02862 Attention:  \nGeneral Counsel and to Employee at 2323 Sheridan Road, Highland \nPark, IL and to Employee's attorney, Robert F. Krug, Jr., \nCarponelli &amp; Krug, Suite 2350, 55 W. Monroe Street, Chicago, IL  \n60603 or at such other address or addresses as either party \nshall designate to the other in accordance with this Section 8. \n  9.  Entire Agreement.  This Agreement constitutes the entire \nagreement between the parties and supersedes all prior \nagreements and understandings, whether written or oral, relating \nto the subject matter of this Agreement. \n  10.  Amendment.  This Agreement may be amended or modified \nonly by a written instrument executed by Employee, Tiger and \nHasbro.\n  11.  Governing Law.  This Agreement shall be construed, inter-\npreted and enforced in accordance with the laws of the State of \nRhode Island and Employee consents to the exclusive jurisdiction \nof the Federal District Court for the District of Rhode Island \nto resolve all disputes arising out of Employee's employment \nrelationship with the Company. \n  12.  Successors and Assigns.  This Agreement shall be binding \nupon and inure to the benefit of both parties and their \nrespective successors and assigns, including any corporation \nwith which or into which Tiger may be merged or which may \nsucceed to its assets or business, provided, however, that \nEmployee's obligations are personal and shall not be assigned by \nEmployee. \n  13.  Miscellaneous. \n   13.1  No delay or omission by Tiger in exercising any right \nunder this Agreement shall operate as a waiver of that or any \nother right.  A waiver or consent given by Tiger on any one \noccasion shall be effective only in that instance and shall not \nbe construed as a bar or waiver of any right on any other \noccasion.\n   13.2  The captions of the sections of this Agreement are for \nconvenience of reference only and in no way define, limit or \naffect the scope or substance of any Section of this Agreement.\n   13.3  In case any provision of this Agreement shall be \ninvalid, illegal or otherwise unenforceable, the validity, \nlegality and enforceability of the remaining provisions shall in \nno way be affected or impaired thereby. \n\n\n   13.4  IN WITNESS WHEREOF, the parties hereto have executed \nthis Agreement under seal as of the day and year set forth \nabove.\n\nTiger Electronics, Ltd.\n\n\/s\/ Alfred J. Verrecchia\n------------------------\n\nHasbro, Inc.\n\n\/s\/ Alfred J. Verrecchia\n------------------------\n\nTitle: President and Chief Operating Officer\n\n\n\/s\/ Brian Goldner\n-----------------\n\nBrian Goldner\n\n\n<\/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-39652","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\/39652","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=39652"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39652"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39652"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39652"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}