EXHIBIT 10(ff)
Amendment No. 2, dated as of February 20, 1998, to
Severance and Settlement Agreement and Release,
dated December 20, 1995
Amendment No. 2, dated as of the 20th day of February, 1998
("Amendment No. 2"), to Severance and Settlement Agreement and Release,
dated December 20, 1995, as clarified by letter agreement dated March 28,
1996 and amended by Amendment, effective January 1, 1997 (collectively, the
"Agreement") between Hasbro, Inc. (the "Company") and Xxx X. Xxxx (the
"Employee").
WHEREAS, the Company and the Employee wish to further amend the terms
of the Employee's severance arrangements as set forth in the Agreement;
NOW, THEREFORE, in consideration of the promises and conditions set
forth herein, the sufficiency of which is hereby acknowledged, the Company
and the Employee agree to amend the Agreement as follows:
1. The eighth sentence of paragraph 1 of the Agreement, after
reflecting the additional sentence added by the Amendment, effective
January 1, 1997, is amended to read in its entirety as follows:
"For purposes of this Agreement, constructive
termination of the Employee's employment shall
occur if the Employee voluntarily terminates
employment on or prior to June 30, 1999."
2. Paragraph 15 of the Agreement is amended to read in its
entirety as follows:
"15. Termination.
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This Agreement and the obligations of the Company
and the Employee under this Agreement (other than
the obligations of the Employee under paragraph 4
of this Agreement, which shall survive the
termination of this Agreement) shall terminate if
an involuntary termination by the Company without
cause of the Employee's employment or a
constructive termination of the Employee's
employment shall not have occurred by June 30,
1999."
3. The Employee acknowledges that he has been given twenty-one (21)
days to consider this Amendment No. 2 and that the Company advised him to
consult with an attorney of his own choosing prior to signing this
Amendment No. 2. The Employee may revoke this Amendment for a period of
seven (7) days after the execution of this Amendment No. 2, and this
Amendment No. 2 shall not be effective or enforceable until the expiration
of this seven (7) day revocation period.
4. The Employee affirms that no other promises or agreements of any
kind have been made to or with him by any person or entity whatsoever to
cause him to sign this Amendment No. 2, and that he fully understands the
meaning and intent of this Amendment No. 2. The Employee states and
represents that he has had an opportunity to fully discuss and review the
terms of this Amendment No. 2 with an attorney. The Employee further
states and represents that he has carefully read this Amendment No. 2;
understands the contents herein, freely and voluntarily assents to all of
the terms and conditions hereof, and signs his name of his own free act.
5. Except for the changes made herein, the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 on
the dates written below.
HASBRO, INC.
By: /s/ Xxxxxx X. Xxxxxx Date: March 11, 1998
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Xxxxxx X. Xxxxxx
Vice Chairman
By: /s/ Xxx X. Xxxx Date: March 9, 1998
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Xxx X. Xxxx
Employee
