{"id":40166,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nonqualified-deferred-compensation-plan-hasbro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nonqualified-deferred-compensation-plan-hasbro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/nonqualified-deferred-compensation-plan-hasbro-inc.html","title":{"rendered":"Nonqualified Deferred Compensation Plan &#8211; Hasbro Inc."},"content":{"rendered":"<pre>\n                                 HASBRO, INC.\n\n                    NONQUALIFIED DEFERRED COMPENSATION PLAN\n\n\n\n                           Effective October 1, 1997\n\n\n\n                               TABLE OF CONTENTS\n\n\n                                                                  Page\n\nPurpose                                                            \n\nARTICLE 1 - Definitions                                             \n\nARTICLE 2 - Selection, Enrollment, Eligibility                      \n2.1   Selection by Committee                                        \n2.2   Enrollment Requirements                                       \n2.3   Eligibility; Commencement of Participation                    \n2.4   Termination of Participation and\/or Deferrals                 \n\nARTICLE 3 - Deferral Commitments\/Company Matching\/Crediting\/Taxes   \n\n3.1   Minimum Deferrals                                             \n3.2   Maximum Deferral                                              \n3.3   Election to Defer; Effect of Election Form                    \n3.4   Withholding of Annual Deferral Amounts                       \n3.5   Annual Company Matching Amount                               \n3.6   Investment of Trust Assets                                   \n3.7   Vesting                                                      \n3.8   Crediting\/Debiting of Account Balances                      \n3.9   FICA and Other Taxes                                       \n3.10  Distributions                                                \n3.11  Employer Deferral                                            \n\nARTICLE 4 - Short-Term Payout; Unforeseeable Financial \n             Emergencies; Withdrawal Election                      \n\nARTICLE 5 - Retirement Benefit                                     \n\nARTICLE 6 - Pre-Retirement Survivor Benefit                        \n\nARTICLE 7 - Termination Benefit                                    \n\nARTICLE 8 - Disability Waiver and Benefit                          \n8.1   Disability Waiver                                            \n8.2   Continued Eligibility; Disability Benefit                    \n\nARTICLE 9 - Beneficiary Designation                                \n\n9.1   Beneficiary                                                  \n9.2   Beneficiary Designation; Change                              \n9.3   Acknowledgment                                               \n9.4   No Beneficiary Designation                                   \n9.5   Doubt as to Beneficiary                                      \n9.6   Discharge of Obligations                                     \n\nARTICLE 10 - Leave of Absence                                      \n\nARTICLE 11 - Termination, Amendment or Modification                \n\n11.1  Termination                                                  \n11.2  Amendment                                                    \n11.3  Plan Agreement                                               \n11.4  Effect of Payment                                            \n\nARTICLE 12 - Administration                                        \n\n12.1  Committee Duties                                             \n12.2  Agents                                                       \n12.3  Binding Effect of Decisions                                  \n12.4  Indemnity of Committee                                       \n12.5  Employer Information                                         \n\nARTICLE 13 - Other Benefits and Agreements                         \n\n13.1  Coordination with Other Benefits                             \n\nARTICLE 14 - Claims Procedures                                     \n\n14.1 Presentation of Claim                                         \n14.2  Notification of Decision                                     \n14.3  Review of a Denied Claim                                     \n14.4  Decision on Review                                           \n14.5  Legal Action                                                 \n\nARTICLE 15 - Trust                                                 \n\n15.1  Establishment of the Trust                                   \n15.2  Interrelationship of the Plan and the Trust                  \n15.3  Distributions From the Trust                                 \n\nARTICLE 16 - Miscellaneous                                         \n\n16.1  Status of Plan                                               \n16.2  Unsecured General Creditor                                   \n16.3  Employer's Liability                                         \n16.4  Nonassignability                                             \n16.5  Not a Contract of Employment                                 \n16.6  Furnishing Information                                       \n16.7  Terms                                                        \n16.8  Captions                                                     \n16.9  Governing Law                                                \n16.10 Notice                                                       \n16.11 Successors                                                   \n16.12 Validity                                                     \n16.13 Incompetent                                                  \n16.14 Distribution in the Event of Taxation                        \n16.15 Insurance                                                    \n16.16 Legal Fees To Enforce Rights After Change in Control         \n\n\n                          HASBRO, INC.\n\n\n              NONQUALIFIED DEFERRED COMPENSATION PLAN\n\n\n                    Effective October 1, 1997\n\n\n                            Purpose\n\n\nThe purpose of this Plan is to provide specified benefits to a select group \nof management and highly compensated Employees who contribute materially to \nthe continued growth, development and future business success of Hasbro, \nInc., a Rhode Island corporation, and its subsidiaries, if any, that \nsponsor this Plan. This Plan shall be unfunded for tax purposes and for \npurposes of Title I of ERISA.\n\n\n                          ARTICLE 1\n\n                         Definitions\n\nFor purposes of this Plan, unless otherwise clearly apparent from the \ncontext, the following phrases or terms shall have the following indicated \nmeanings:\n\n1.1    'Account Balance' shall mean, with respect to a Participant, a \ncredit on the records of the Employer equal to the sum of (i) the Deferral \nAccount balance and (ii) the Company Matching Account balance.  The Account \nBalance, and each other specified account balance, shall be a bookkeeping \nentry only and shall be utilized solely as a device for the measurement and \ndetermination of the amounts to be paid to a Participant, or his or her \ndesignated Beneficiary, pursuant to this Plan.\n\n1.2    'Annual Bonus' shall mean any compensation, in addition to Base \nAnnual Salary relating to services performed during any calendar year, \nwhether or not paid in such calendar year or included on the Federal Income \nTax Form W-2 for such calendar year, payable to a Participant as an \nEmployee under any Employer's annual bonus and cash incentive plans, \nexcluding stock options, holiday bonuses, retention bonuses, or any other \ndiscretionary or special bonus or awards.\n\n1.3    'Annual Company Matching Amount' for any one Plan Year shall be the \namount determined in accordance with Section 3.5.\n\n1.4    'Annual Deferral Amount' shall mean that portion of a Participant's \nBase Annual Salary and Annual Bonus that a Participant elects to have, and \nis deferred, in accordance with Article 3, for any one Plan Year.  In the \nevent of a Participant's Retirement, Disability (if deferrals cease in \naccordance with Section 8.1), death or a Termination of Employment prior to \nthe end of a Plan Year, such year's Annual Deferral Amount shall be the \nactual amount withheld prior to such event.\n\n1.5    'Base Annual Salary' shall mean the annual cash compensation \nrelating to services performed during any calendar year, whether or not \npaid in such calendar year or included on the Federal Income Tax Form W-2 \nfor such calendar year, excluding bonuses of every type, commissions, \novertime, fringe benefits, stock options, relocation expenses, incentive \npayments, non- monetary awards, directors fees and other fees, automobile \nand other allowances paid to a Participant for employment services rendered \n(whether or not such allowances are included in the Employee's gross \nincome).  Base Annual Salary shall be calculated before reduction for \ncompensation voluntarily deferred or contributed by the Participant \npursuant to all qualified or non-qualified plans of any Employer and shall \nbe calculated to include amounts not otherwise included in the \nParticipant's gross income under Code Sections 125, 402(e)(3), 402(h), or \n403(b) pursuant to plans established by any Employer; provided, however, \nthat all such amounts will be included in compensation only to the extent \nthat, had there been no such plan, the amount would have been payable in \ncash to the Employee.\n\n1.6    'Annual Installment Method' shall be an annual installment payment \nover the number of years selected by the Participant in accordance with \nthis Plan, calculated as follows: The Account Balance of the Participant \nshall be calculated as of the close of business three business days prior \nto the last business day of the year.  The annual installment shall be \ncalculated by multiplying this balance by a fraction, the numerator of \nwhich is one, and the denominator of which is the remaining number of \nannual payments due the Participant.  By way of example, if the Participant \nelects a 10 year Annual Installment Method, the first payment shall be 1\/10 \nof the Account Balance, calculated as described in this definition.  The \nfollowing year, the payment shall be 1\/9 of the Account Balance, calculated \nas described in this definition.  Each annual installment shall be paid on \nor as soon as practicable after the last business day of the applicable \nyear.\n\n1.7    'Beneficiary' shall mean one or more persons, trusts, estates or \nother entities, designated in accordance with Article 9, that are entitled \nto receive benefits under this Plan upon the death of a Participant.\n\n1.8    'Beneficiary Designation Form' shall mean the form established from \ntime to time by the Committee that a Participant completes, signs and \nreturns to the Committee to designate one or more Beneficiaries.\n\n1.9    'Board' shall mean the board of directors of the Company.\n\n1.10   'Change in Control' shall mean the first to occur of any of the \nfollowing events:\n\n       (a)  The acquisition by any individual, entity or group (within the \nmeaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of \n1934 (the '1934 Act') of beneficial ownership (within the meaning of Rule \n13d-3 promulgated under the 1934 Act) of 20% or more of either (i) the then \noutstanding shares of Common Stock of Hasbro, Inc. ('Hasbro') (the \n'Outstanding Common Stock') or (ii) the combined voting power of the then \noutstanding voting securities of Hasbro entitled to vote generally in the \nelection of directors (the 'Outstanding voting Securities'); provided, \nhowever, that the following acquisitions shall not constitute a Change in \nControl:  (i) any acquisition directly from Hasbro or any of its \nsubsidiaries, (ii) any acquisition by Hasbro or any of its subsidiaries, \n(iii) any acquisition by any employee benefit plan (or related trust) \nsponsored or maintained by Hasbro or any of its subsidiaries, (iv) any \nacquisition by Alan or Sylvia Hassenfeld, members of their respective \nimmediate families, or heirs of Alan or Sylvia Hassenfeld or of any member \nof their respective immediate families, the Sylvia Hassenfeld Trust, the \nMerrill Hassenfeld Trust, the Alan Hassenfeld Trust, the Hassenfeld \nFoundation, any trust or foundation established by or for the primary \nbenefit of any of the foregoing or controlled by one or more of any of the \nforegoing, or any affiliates or associates (as such terms are defined in \nRule 12b-2 promulgated under the 1934 Act) of any of the foregoing or (v) \nany acquisition by any corporation with respect to which, following such \nacquisition, more than 60% of, respectively, the then outstanding shares of \ncommon stock of such corporation and the combined voting power of the then \noutstanding voting securities of such corporation entitled to vote \ngenerally in the election of directors is then beneficially owned, directly \nor indirectly, by all or substantially all of the individuals and entities \nwho were the beneficial owners, respectively, of the Outstanding Common \nStock and the Outstanding Voting Securities immediately prior to such \nacquisition in substantially the same proportions as their ownership, \nimmediately prior to such acquisition, of the Outstanding Common Stock and \nOutstanding Voting Securities, as the case may be; or\n\n       (b)  Individuals who, as the effective date of the Plan constitute \nthe Board (the 'Incumbent Board') cease for any reason to constitute at \nleast a majority of the Board; provided, however, that any individual \nbecoming a director subsequent to the effective date of the Plan whose \nelection, or nomination for election by the Company's shareholders, was \napproved by a vote of at least a majority of the directors then comprising \nthe Incumbent Board shall be considered as though such individual were a \nmember of the Incumbent Board, but excluding, for this purpose, any such \nindividual whose initial assumption of office occurs as a result of either \nan actual or threatened election contest (as such terms are used in Rule \n14a-11 of Regulation 14A promulgated under the 1934 Act) or other actual or \nthreatened solicitation of proxies or consents; or\n\n       (c)  Approval by the shareholders of Hasbro of a reorganization, \nmerger or consolidation, in each case, with respect to which all or \nsubstantially all of the individuals and entities who were the beneficial \nowners, respectively of the Outstanding Common Stock and Outstanding Voting \nSecurities immediately prior to such reorganization, merger or \nconsolidation do not, following such reorganization, merger or \nconsolidation, beneficially own, directly or indirectly, more than 60% of, \nrespectively, the then outstanding shares of common stock and the combined \nvoting power of the then outstanding voting securities entitled to vote \ngenerally in the election of directors, as the case may be, of the \ncorporation resulting from such reorganization, merger or consolidation in \nsubstantially the same proportions as their ownership, immediately prior to \nsuch reorganization, merger or consolidation, of the outstanding Common \nStock and Outstanding Voting Securities, as the case may be; or\n\n       (d)  Approval by the shareholders of Hasbro of (i) a complete \nliquidation or dissolution of Hasbro or (ii) the sale or other disposition \nof all or substantially all of the assets of Hasbro, other than to a \ncorporation, with respect to which following such sale or other \ndisposition, more than 60% of, respectively, the then outstanding shares of \ncommon stock of such corporation and the combined voting power of the then \noutstanding voting securities of such corporation entitled to vote \ngenerally in the election of directors is then beneficially owned, directly \nor indirectly, by all or substantially all of the individuals and entities \nwho were the beneficial owners, respectively, of the Outstanding Common \nStock and Outstanding Voting Securities immediately prior to such sale or \nother disposition in substantially the same proportion as their ownership, \nimmediately prior to such sale or other disposition, of the Outstanding \nCommon Stock and Outstanding Voting Securities, as the case may be.\n\n1.11   'Claimant' shall have the meaning set forth in Section 14.1.\n\n1.12   'Code' shall mean the Internal Revenue Code of 1986, as it may be \namended from time to time.\n\n1.13   'Committee' shall mean the committee described in Article 12.\n\n1.14   'Company' shall mean Hasbro, Inc., a Rhode Island corporation, and \nany successor to all or substantially all of the Company's assets or \nbusiness.\n\n1.15   'Company Matching Account' shall mean (i) the sum of all of a \nParticipant's Annual Company Matching Amounts,  plus (ii) amounts credited \nin accordance with all the applicable crediting provisions of this Plan \nthat relate to the Participant's Company Matching Account, less (iii) all \ndistributions made to the Participant or his or her Beneficiary pursuant to \nthis Plan that relate to the Participant's Company Matching Account.\n\n1.16   'Deduction Limitation' shall mean the following described limitation \non a benefit that may otherwise be distributable pursuant to the provisions \nof this Plan.  Except as otherwise provided, this limitation shall be \napplied to all distributions that are 'subject to the Deduction Limitation' \nunder this Plan.  If an Employer determines in good faith prior to a Change \nin Control that there is a reasonable likelihood that any compensation paid \nto a Participant for a taxable year of the Employer would not be deductible \nby the Employer solely by reason of the limitation under Code Section \n162(m), then to the extent deemed necessary by the Employer to ensure that \nthe entire amount of any distribution to the Participant pursuant to this \nPlan prior to the Change in Control is deductible, the Employer may defer \nall or any portion of a distribution under this Plan.  Any amounts deferred \npursuant to this limitation shall continue to be credited\/debited with \nadditional amounts in accordance with Section 3.8 below.  The amounts so \ndeferred and amounts credited thereon shall be distributed to the \nParticipant or his or her Beneficiary (in the event of the Participant's \ndeath) at the earliest possible date, as determined by the Employer in good \nfaith, on which the deductibility of compensation paid or payable to the \nParticipant for the taxable year of the Employer during which the \ndistribution is made will not be limited by Section 162(m), or if earlier, \nthe effective date of a Change in Control.  Notwithstanding anything to the \ncontrary in this Plan, the Deduction Limitation shall not apply to any \ndistributions made after a Change in Control.  \n\n\n1.17   'Deferral Account' shall mean (i) the sum of all of a Participant's \nAnnual Deferral Amounts, plus (ii) amounts credited in accordance with all \nthe applicable crediting provisions of this Plan that relate to the \nParticipant's Deferral Account, less (iii) all distributions made to the \nParticipant or his or her Beneficiary pursuant to this Plan that relate to \nhis or her Deferral Account.<\/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":[9539,9542],"class_list":["post-40166","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40166","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=40166"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40166"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40166"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40166"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}