Chief Operating Officer Employment Agreement

EXHIBIT 10(ww)


EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of March 18, 2000, by and between Tiger Electronics, Ltd., a Delaware corporation with a principal place of business at 980 Woodlands Parkway, Vernon Hills, IL 60061-3103 ("Tiger"), Hasbro, Inc., a Rhode Island corporation with a principal place of business at 1027 Newport Avenue, Pawtucket, RI 02862 ("Hasbro"), and Brian Goldner, an individual with a residence at 3104 Laurel Avenue, Manhattan Beach, CA 90266 (the "Employee").


WHEREAS, Tiger desires to employ Employee; and


WHEREAS, Employee desires to be employed by Tiger;


NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Term of Employment. Tiger hereby agrees to employ Employee and Employee hereby accepts employment with Tiger for the period commencing on or about March 18, 2000 (the "Commencement Date") and ending on March 17, 2003, (the "Term") unless otherwise terminated in accordance with the provisions of Section 4. The Term shall be extended by mutual agreement. 2. Title; Reporting Employee. Employee shall serve as Chief Operating Officer of Tiger until January 1, 2001, at which time Tiger shall elect Employee to the position of President and Chief Operating Officer of Tiger. . In accepting such employment, Employee agrees to undertake the duties and responsibilities described herein and such other duties and responsibilities as are assigned to Employee. Employee agrees to devote his entire business time, attention and energies to the business and interests of Tiger during the Term. Employee agrees to comply with all Tiger and applicable Hasbro policies that are in effect during the Term. 3. Compensation and Benefits.
3.1 Salary. Tiger shall pay to Employee, an annual base salary of Five Hundred Thousand Dollars ($500,000) in biweekly installments, less all applicable taxes and withholdings. Provided Employee remains employed by Tiger in the capacity noted in 2, above, Employee's salary shall be adjusted to Five Hundred Twenty Five Thousand Dollars ($525,000) on or about March 19, 2001 and to Five Hundred Fifty Thousand Dollars ($550,000) on or about March 19, 2002.
3.2 Sign-On Bonus. Employee will receive a sign-on bonus of Two Hundred Fifty Thousand Dollars ($250,000), payable in two equal installments. The first installment shall be paid to Employee as soon as practicable after March 18, 2000 and the second installment shall be paid to Employee as soon as practicable after March 18, 2001. If Employee (i) voluntarily leaves the employ of Tiger or (ii) is terminated by Tiger pursuant to Paragraph 4.1 below, prior to March 18, 2001, Employee shall repay the entire first installment of such sign- on bonus to Tiger on the date Employee terminates his employment with Tiger. If Employee (i) voluntarily leaves the employ of Tiger or (ii) is terminated by Tiger pursuant to Paragraph 4.1 below, prior to March 18, 2002, Employee shall repay the entire second installment of such sign-on bonus to Tiger on the date Employee terminates his employment with Tiger. Employee shall be entitled to retain any bonus previously paid if Employee's termination is for any reason other that Employee voluntarily leaving the employ of Tiger or Employee is terminated pursuant to Paragraph 4.1.
3.3 Management Incentive Plan Bonus.
(a) During the Term, Employee will be eligible to receive a Management Incentive Plan bonus based on a target of fifty percent (50%) of Employee's earned base salary for the incentive year. Actual bonus awards may vary depending on Tiger, Hasbro or Employee's performance and are discretionary.
(b) Notwithstanding the foregoing, Employee will receive, at the time Management Incentive Plan Bonuses are customarily paid by Tiger, a minimum Management Incentive Plan Bonus for calendar year 2000 of Two Hundred Fifty Thousand Dollars ($250,000) (the "2000 MIP Bonus"). If Employee terminates his employment pursuant to Paragraph 4.5 below prior to March 18, 2001, no 2000 MIP Bonus shall be payable to Employee. If Employee terminates his employment pursuant to Paragraph 4.5 below between March 19, 2001 and March 18, 2002, Employee shall repay Tiger two-thirds (2/3) of the 2000 MIP Bonus paid. If Employee terminates his employment pursuant to Paragraph 4.5 below between March 19, 2002 and March 18, 2003, Employee shall repay Tiger one-third (1/3) of the 2000 MIP Bonus paid. All repayments of the 2000 MIP Bonus shall be made on the date Employee terminates his employment with Tiger. Employee shall be entitled to retain any of the 2000 MIP Bonus if termination is for any reason other than pursuant to Paragraph 4.1 or 4.5 below.
3.4 Stock Option and Restricted Stock Grants.
(a) Prior to March 18, 2000, Hasbro agrees to obtain the approval of the Hasbro Compensation and Stock Option Committee to grant Employee a non-qualified stock option for the purchase of 50,000 shares of common stock of Hasbro. Such option shall have an exercise price equal to the mean of the high and low prices of the shares on March 20, 2000 and shall vest in three equal annual installments commencing March 18, 2001. Such option shall be granted pursuant to Hasbro's standard form of Stock Option Agreement, as modified to reflect the last sentence of Section 5.3 below.
(b) Prior to March 18, 2000, Hasbro agrees to obtain the approval of the Hasbro Compensation and Stock Option Committee to grant Employee a non-qualified stock option grant for the purchase of 100,000 shares of common stock of Hasbro. Such option shall have an exercise price equal to ten percent (10%) higher than the mean of the high and low prices of the shares on March 20, 2000 Such options shall vest in five equal annual installments commencing March 18, 2001. Such option shall be granted pursuant to Hasbro's standard form of Stock Option Agreement. for premium priced options, as modified to reflect the last sentence of Section 5.3 below.
(c) Prior to March 18, 2000, Hasbro agrees to obtain the approval of the Hasbro Compensation and Stock Option Committee to grant Employee 61,000 restricted shares of Hasbro common stock, to be awarded to Employee on March 18, 2000. Such restricted shares shall vest in one installment on Ma ...