Terms of Award Contract Clauses (193)

Terms of Award. The following words and phrases used in this Agreement shall have the meanings set forth in this Section 1: (a)The "Participant" is ________________________________(b)The "Grant Date" is February 24, 2016. (c)The number of "Covered Units" granted under this Agreement is _____ Units. Each "Unit" represents the right to receive one share of Stock on the Delivery Date, subject to the terms of this Agreement and the Plan. (d)The "Delivery Date" with respect to the Covered Units shall be the earliest... to occur of: (i) the third anniversary of the Grant Date; (ii) the Participant's death; and (iii) the date on which the Participant becomes Permanently Disabled. Other words and phrases used in this Agreement are defined pursuant to Section 21, elsewhere in this Agreement or the Plan. View More

Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1: A. The "Participant" is the designated restricted stock unit award recipient. B. The "Grant Date" is _________, 2020. C. The "Vesting Period" is the period beginning on the Grant Date and ending on _________, with the Participant becoming vested, subject to the terms of this Agreement, in one-third (33 1/3%) of the Stock Units and the Stock Unit Account on each of ___________,__________ and ________..._ (each of such dates referred to hereafter as an "Annual Vesting Date"). D. Stock Units are notional shares of the Company's common stock, par value $.50 per share ("Common Stock") granted under this Agreement and subject to the terms of this Agreement and the Plan. E. By accepting this Award the Participant hereby acknowledges and agrees that (i) this Award, and any Stock Units or shares of Common Stock the Participant may become entitled to under this Award in the future, and any proceeds from selling any such shares of Common Stock, as well as any other incentive compensation the Participant is granted, is subject to the Company's Clawback Policy, which was adopted by the Company's Board of Directors in October 2012, and (ii) this Award, and any Stock Units or shares of Common Stock the Participant may become entitled to under this Award in the future, and any proceeds from selling any such shares of Common Stock, as well as any other incentive compensation the Participant is granted will be subject to the terms of such Clawback Policy, as it may be amended from time to time by the Board in the future. Such acknowledgement and agreement was a material condition to receiving this Award, which would not have been made to the Participant otherwise. Additionally, the Participant acknowledges and agrees that if the Participant is or becomes subject to the Hasbro, Inc. Executive Ownership Policy, effective as of March 1, 2014, as it may be amended from time to time by the Board in the future (the "Stock Ownership Policy"), then by accepting this Award and any shares that the Participant may acquire in the future pursuant to this Award, as well as any other equity-based incentive compensation the Participant is granted after the Participant becomes subject to the Stock Ownership Policy, the Participant agrees that the Participant will be subject to the terms of the Stock Ownership Policy, including without limitation the requirement to retain an amount equal to at least 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted until the Participant's applicable requirement levels are met. F. For record-keeping purposes only, the Company shall maintain an account with respect to this restricted stock unit award (a "Stock Unit Account") for the Participant where Stock Units related to this award shall be accumulated and accounted for by the Company. Without limiting the provisions of Section 8(b) of the Plan, in the event the Company pays a stock dividend or reclassifies or divides or combines its outstanding Common Stock then an appropriate adjustment shall be made in the number of Stock Units held in the Stock Unit Account. The Stock Unit Account will reflect notional fractional shares of Common Stock to the nearest hundredth of a share on a one Stock Unit for one share of Common Stock basis. G. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern, provided that to the extent the provisions of the Plan or this Agreement are inconsistent with the terms of the Employment Agreement (as defined in paragraph 7 below), the provisions of the Employment Agreement shall govern. Other terms used in this Agreement are defined pursuant to paragraph 7 or elsewhere in this Agreement. View More

Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1: (a) The Participant is the individual named in the Grant Letter. (b) The Grant Date is the date of the Grant Letter. (c) The Units means an award denominated in shares of the Company's Common Stock as specified in the Grant Letter. (d) The Restricted Period shall begin on the Grant Date and end on the third anniversary of the Grant Letter. Other terms used in this Agreement are defined pursuant to p...aragraph 8 or elsewhere in this Agreement. View More

Terms of Award. 5.1Determination of Target Awards. Prior to, or reasonably promptly following the commencement of each Performance Period, the Committee, in its sole discretion, shall establish the Target Award for each Participant, the payment of which shall be conditioned on the achievement of the Performance Goals for the Performance Period. 5.2Determination of Performance Goals and Performance Formula. Prior to, or reasonably promptly following the commencement of, each Performance Period, the Committee, in... its sole discretion, shall establish in writing the Performance Goals for the Performance Period and shall prescribe a formula for determining the percentage of the Target Award (which may be greater than 100%) which may be payable based upon the level of attainment of the Performance Goals for the Performance Period. The Performance Goals shall be based on one or more Performance Criteria, each of which may carry a different weight, and which may differ from Participant to Participant. 5.3Adjustments. The Committee is authorized to adjust or modify the calculation of a Performance Goal for a Performance Period in its sole discretion. View More

Terms of Award. The following words and phrases used in this Agreement shall have the meanings set forth in this Section 1:(a)The "Participant" is . (b)The "Grant Date" is [ ], 2021. (c)The number of "Covered Units" granted under this Agreement is Covered Units. (d)The "Delivery Date" with respect to the Covered Units shall be the fourth anniversary of the Grant Date. (e)The "Performance Determination Date" is the earlier to occur of (i) December 31, 2023, and (ii) the date of a Change in Control. (f)The "Perf...is January 1, 2021, through December 31, 2023; provided, however, if a Change in Control occurs on or after the Grant Date but prior to December 31, 2023, the Performance Period shall be the period beginning on January 1, 2021, and ending on the date of the Change in Control.Other words and phrases used in this Agreement are defined pursuant to Section 23, elsewhere in this Agreement or the Plan.2. Performance-Based Restricted Stock Unit Award. This Agreement specifies the terms of the Performance-Based Restricted Stock Unit Award granted to the Participant. Each Covered Unit represents the right to receive up to two and one-half shares of Stock on the Delivery Date, subject to the terms of this Agreement and the Plan. View More

Terms of Award. The Award granted to the Participant hereunder shall become vested on the dates set forth on Annex A (the "Vesting Date") provided; that the Participant is employed or providing services to the Company or its affiliates or subsidiaries on the Vesting Date. 2.2 Lapsing of Restrictions. Subject to the limitations contained herein, the restrictions on the Award shall lapse, and the Award shall vest, as provided in the Notice, provided that vesting shall cease upon the termination of Participant's s...tatus as an employee. The period during which the Stock is subject to restrictions imposed by the Plan and this Certificate shall be known as the "Restricted Period."2.3 Number of Shares of Stock. The number of shares of Stock subject to the Award may be adjusted from time-to-time as provided in Section 11 of the Plan.2.4 Restrictive Legends. The shares issued under the Award shall be endorsed with appropriate legends determined by the Company.3. Effect of Termination of Status. Except as otherwise provided in an employment, consulting or other written agreement between the Participant and the Company, if the Participant's employment with the Company is terminated, the unvested portion of any Stock ("Unvested Shares") shall be forfeited without any consideration to the Participant on the date of termination of service. View More

Terms of Award. The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement; provided that an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary shall have a term of no more than five (5) y...ears from the Grant Date. View More

Terms of Award. (a) Escrow of Shares. A certificate or book-entry registration representing the Restricted Stock shall be issued in the name of the Participant and shall be escrowed with the Secretary subject to removal of the restrictions placed thereon or forfeiture pursuant to the terms of this Agreement. (b) Vesting. 100% of the shares of the Restricted Stock is scheduled to vest on the first anniversary date of the Date of Grant (the "Vesting Date"). If the Participant's Date of Termination has not occurre...d as of a Vesting Date, then the Participant shall be entitled, subject to the applicable provisions of the Plan and this Agreement having been satisfied, to receive on or within a reasonable time after the Vesting Date, the shares scheduled to vest as of the Vesting Date. The portion of the Restricted Stock that has vested pursuant to the terms of this Agreement shall be deemed "Vested Stock." The Participant shall forfeit the unvested portion of the Award (including the underlying Restricted Stock and "Accrued Dividends") upon the occurrence of the Participant's Date of Termination unless the Award becomes vested under the circumstances described in paragraphs (i), (ii) or (iii) below. (i) The Award shall become fully vested upon the occurrence of a Change in Control Event which occurs prior to the Participant's Date of Termination. (ii) The Award shall become fully vested upon the Participant's Date of Termination if the Participant's Date of Termination occurs by reason of the Participant's death. The Committee may, in its sole discretion, elect to accelerate vesting of all or any portion of the Award if the Date of Termination occurs by reason of the Participant's disability or occurs under other special circumstances (as determined by the Committee). (iii) The Award shall become fully vested upon the Participant's Date of Termination if the Participant's Date of Termination occurs by reason of the Participant's Mandatory Retirement. (c) Voting Rights and Dividends. The Participant shall have all of the voting rights attributable to the shares of Restricted Stock. Regular quarterly cash dividends declared and paid by the Company with respect to the shares of Restricted Stock shall be paid to the Participant. Any extraordinary dividends declared and paid by the Company with respect to shares of Restricted Stock ("Accrued Dividends") shall not be paid to the Participant until such Restricted Stock becomes Vested Stock. Accrued Dividends shall be held by the Company as a general obligation and paid to the Participant at the time the underlying Restricted Stock becomes Vested Stock. (d) Vested Stock - Removal of Restrictions. Upon Restricted Stock becoming Vested Stock, all restrictions shall be removed from the certificates or book-entry registrations and the Stock Plan Administrator will provide each participant a Confirmation of Release, representing such Vested Stock free and clear of all restrictions, except for any applicable securities laws restrictions, together with a check in the amount of all Accrued Dividends attributed to such Vested Stock without interest thereon. View More

Terms of Award. The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be TEN (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement.

Terms of Award. The following words and phrases used in this Agreement shall have the meanings set forth in this Section 1:(a)The "Participant" is ________________________________(b)The "Grant Date" is February 25, 2020(c)The number of "Covered Units" granted under this Agreement is _____ Units. Each "Unit" represents the right to receive one share of Stock on the Delivery Date, subject to the terms of this Agreement and the Plan. (d)The "Delivery Date" with respect to the Covered Units shall be the earliest to... occur of: (i) the third anniversary of the Grant Date; (ii) the Participant's death; and (iii) the date on which the Participant becomes Permanently Disabled.Other words and phrases used in this Agreement are defined pursuant to Section 21, elsewhere in this Agreement or the Plan.2. Restricted Stock Unit Award. This Agreement specifies the terms of the "Restricted Stock Unit Award" granted to the Participant.3. Restricted Period. Subject to Section 4 below, with respect to all Covered Units, the "Restricted Period" for the Covered Units shall begin on the Grant Date and end on the earlier to occur of (i) the third anniversary of the Grant Date; or (ii) a Vesting Change in Control. The Committee, in its sole discretion, may accelerate the end of the Restricted Period.4. Termination of Employment. Except as otherwise provided in this Section 4, if the Participant's Date of Termination occurs for any reason prior to the completion of the Restricted Period, all Covered Units shall be immediately forfeited. (a)Death or Disability. If the Participant's Date of Termination occurs due to the Participant's death or Disability prior to the last day of the Restricted Period, the Restricted Period shall immediately lapse upon such Date of Termination.(b)Retirement. If the Participant's Date of Termination occurs due to a Retirement prior to the last day of the Restricted Period, then, only for purposes of this Section 4, the Participant shall be treated as if his Date of Termination had not occurred prior to the last day of the Restricted Period, subject to the Participant not engaging in any Competitive Activity or any Post-Retirement Activity prior to the last day of the Restricted Period and subject to the Participant signing and not revoking a general release and waiver of all claims against the Company as required by Section 7.1 of the Severance Plan. If such release is not effective within the sixty-day period required by Section 7.1 of the Severance Plan or in the event that the Participant engages in a Competitive Activity or a Post-Retirement Activity prior to the last day of the Restricted Period, the Participant shall immediately forfeit all of the Covered Units. (c)Qualifying Termination Before a Change in Control. If the Participant's Date of Termination occurs due to a Qualifying Termination prior to the last day of the Restricted Period and prior to the date of a Change in Control, then the Participant shall be treated as if his Date of Termination had not occurred prior to the last day of the Restricted Period, subject to the Participant not engaging in any Competitive Activity prior to the last day of the Restricted Period and subject to the Participant signing and not revoking a general release and waiver of all claims against the Company as required by Section 7.1 of the Severance Plan. If such release is not effective within the sixty-day period required by Section 7.1 of the Severance Plan or in the event that the Participant engages in a Competitive Activity prior to the last day of the Restricted Period, the Participant shall immediately forfeit all of the Covered Units. (d)Qualifying Termination On or After a Change in Control. If the Participant's Date of Termination occurs due to a Qualifying Termination prior to the last day of the Restricted Period but on or after the date of a Change in Control that is not a Vesting Change in Control, then the Participant shall be treated as if his Date of Termination had not occurred prior to the last day of the Restricted Period subject to the Participant signing and not revoking a general release and waiver of all claims against the Company as required by Section 7.1 of the Severance Plan. If such release is not effective within the sixty-day period required by Section 7.1 of the Severance Plan, the Participant shall immediately forfeit all of the Covered Units. View More