Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 4, 2021, Hasbro, Inc. (the "Company") and Dolph Johnson, the
Company's Executive Vice President and Chief Human Resources Officer, entered
into a Transitional Advisory Services Agreement (the "Transition Agreement"),
relating to his planned retirement and ongoing services. Pursuant to the
Transition Agreement Mr. Johnson will continue to serve as the Company's
Executive Vice President and Chief Human Resources Officer, on his current terms
and conditions, through the Company's annual meeting of shareholders in May of
2022, provided that such date may be extended in the Company's sole discretion
to a date no later than December 31, 2022 if the Company has not hired and/or
promoted a person to serve as his successor by the May 2022 annual meeting. Mr.
Johnson will assist in the recruitment and/or training of his successor before
his retirement. Following his retirement as Executive Vice President and Chief
Human Resources Officer and continuing through the Company's annual meeting of
shareholders in May of 2024 (the "Expiration Date"), Mr. Johnson will remain an
employee and serve as a special advisor to the Company reporting directly to the
CEO, or Executive Chairman of the Company if the Company appoints one, and will
have such duties and responsibilities as are assigned to him from time to time,
which may include, but not be limited to: executive coaching; assistance with
CEO and senior management succession planning; on-going support to the Company's
Board of Directors; advice and assistance relating to Mr. Johnson's duties prior
to his retirement, including to his successor; and counsel to the CEO and senior
management team.
While serving as a special advisor, Mr. Johnson's base salary will remain at its
current annualized rate. Consistent with his current bonus opportunity, he will
be eligible for an annual cash bonus award for fiscal year 2022 with a target of
75% of his base salary multiplied by the actual corporate performance factor
determined under the bonus plan for that fiscal year. For fiscal year 2023, he
will be eligible for a bonus equal to the three-year average annual bonus he
received under the Company's bonus plan for fiscal years 2020, 2021 and 2022. In
fiscal 2022 and fiscal 2023, and provided he remains an employee through the
applicable grant dates, Mr. Johnson will be entitled to long-term equity awards
to be granted in the same form as other senior management team members. Mr.
Johnson's outstanding long-term incentive awards will continue to vest in
accordance with their terms, through the Expiration Date, at which time he will
cease performing transitional services.
Subject to certain limited exceptions in the Transition Agreement, if Mr.
Johnson's employment as a special advisor with the Company terminates for any
reason prior to the Expiration Date, then Mr. Johnson (or his estate,
beneficiary or legal representative in the case of termination due to death or
disability) would be entitled to any payments or benefits under the Transition
Agreement or applicable benefit plans or arrangements that have accrued through
the date of termination. If Mr. Johnson's employment terminates due to his death
or disability, he, or his estate, beneficiary or legal representative, will
continue to be paid his base salary through the Expiration Date. If Mr.
Johnson's employment is terminated voluntarily by Mr. Johnson prior to the
Expiration Date, then the Company will continue to pay him his base salary for
12 months following termination of employment. If Mr. Johnson's employment is
terminated under the Transition Agreement for cause by the Company, he will not
be entitled to any severance payments or benefits described above other than
payments for accrued and unpaid amounts as of the termination date.
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