HASBRO INC (Form: 8-K, Received: 08/06/2014 16:01:26)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5 , 2014

Hasbro, Inc.

(Exact name of registrant as specified in its charter)

Rhode Island		1-6682		05-0155090
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1027 Newport Ave., Pawtucket, Rhode Island		02861
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (401) 431-8697

_______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Overview

On October 12, 2012, Hasbro, Inc. ("Hasbro" or the "Company") entered into an Amended and Restated Employment Agreement (the "Original Employment Agreement") with Brian Goldner, the Company's President and Chief Executive Officer. While the Company's Board of Directors (the "Board") and Compensation Committee (the "Committee") developed the Original Employment Agreement with the intent of strengthening the linkage between Mr. Goldner's potential compensation and Hasbro's performance and delivery of shareholder value, certain of the Company's shareholders raised concerns with respect to the terms of the Original Employment Agreement. In particular, concerns were raised with respect to (i) the structure and terms of restricted stock units ("RSUs") that were granted to Mr. Goldner pursuant to the terms of the Original Employment Agreement (the "Special RSU Grant"), (ii) a total shareholder return multiplier (using the Standard & Poor's 500 Index as a benchmark) that would apply to contingent stock performance awards and (iii) the overall potential earnings of Mr. Goldner under the Original Employment Agreement.

At the 2014 Annual Meeting of Shareholders, less than a majority of shares voted for the Company's proposal seeking an advisory, non-binding vote on the 2013 executive compensation program for the Company's named executive officers (the "say-on-pay" proposal). In connection with the discharge of its responsibilities, the Committee carefully considered the results of the vote on the say on pay proposal and the specific concerns that had been raised by shareholders with respect to the Original Employment Agreement as a part of a comprehensive review of the terms of the Original Employment Agreement.

As a result of this comprehensive review, and recognizing both the concerns of Hasbro's shareholders and the Board's continued support for Mr. Goldner as the Company's Chief Executive Officer, the Board and Mr. Goldner renegotiated certain of the terms of the Original Employment Agreement and, on August 5, 2014, the Company and Mr. Goldner entered into an Amendment to the Original Employment Agreement (the "Amendment"). The Amendment implements the changes to the terms of the Original Employment Agreement that are summarized in the following table.

Compensation Element	Change in Amendment
RSUs subject to the $56 and $60 stock price thresholds under the Special RSU Grant	Adds vesting component requiring that the average closing price of Hasbro common stock must be at or above $56 or $60, as applicable, for the 30 consecutive trading day period immediately prior to December 31, 2017. If the trading price of Hasbro common stock does not meet the applicable threshold (and the applicable stock price threshold would have been satisfied under the terms of the Original Employment Agreement), only between 50% and 100% of the RSUs subject to such stock price threshold will vest (with the percentage determined based on a schedule that is attached to the Amendment).
Total shareholder return performance multiplier applicable to 2013 and 2014 performance share awards	Eliminated.
Target long-term incentive levels	Decreases annual target from 500% of base salary to 400% of base salary, effective with the beginning of 2015. Committee to consider return on invested capital, among other factors, as part of its review of award levels.
Treatment of performance share awards at termination	If employment terminates after December 31, 2017, Mr. Goldner remains eligible to receive pro-rated portions of 2016 and 2017 performance share awards (contingent in each case on satisfaction of relevant performance criteria).
Treatment of RSUs under the Special RSU Grant in certain termination scenarios	Adds vesting component requiring that, in certain termination scenarios (described in more detail below), vesting of RSUs under the Special RSU Grant that are subject to the $56 and $60 stock price thresholds will be based on the average closing price of Hasbro common stock for the 30 consecutive trading day period immediately prior to the date of termination. If Hasbro common stock does not satisfy the $56 or $60 stock price threshold, as applicable, over the applicable period (and if the applicable stock price threshold would have been satisfied under the terms of the Original Employment Agreement), only between 50% and 100% of the RSUs subject to applicable stock price threshold (or, as applicable, a pro rata portion thereof) will vest (with the percentage determined based on a schedule that is attached to the Amendment).

Each of these changes is described in more detail below.

Addition of Third Vesting Component for 50% of Special RSU Grant

Pursuant to the terms of the Original Employment Agreement, in 2013 and 2014 the Company granted Mr. Goldner the Special RSU Grant, consisting of an aggregate of 587,294 RSUs in two tranches. Both tranches of the Special RSU Grant originally had two vesting components, each of which must be satisfied for Mr. Goldner to earn any shares under the award. The first vesting component requires achievement of specified Hasbro stock price thresholds, with each threshold being progressively higher. The stock price thresholds and the percentage of the shares subject to the Special RSU Grant attributable to achievement of each threshold are as follows:

Stock Price Threshold	Percentage of Shares Earned
$45/share	25%
$52/share	25%
$56/share	25%
$60/share	25%

Pursuant to the terms of the Original Employment Agreement, to achieve the stock price thresholds the average closing sales prices for Hasbro's common stock must trade at or above the applicable threshold price for at least 30 consecutive trading days at some time during the term of Mr. Goldner's employment (the "30 Day Requirement"). The second vesting component requires that, subject to certain termination scenarios, Mr. Goldner must remain continuously employed with the Company through December 31, 2017 to vest in any earned shares under the Special RSU Grant.

In accordance with the terms of the Original Employment Agreement, the $45 and $52 stock price thresholds that apply to 50% of the RSUs under the Special RSU grant were satisfied prior to the effective date of the Amendment. The Amendment adds a third vesting component for the 50% of RSUs in the Special RSU Grant that have not, as of the effective date of the Amendment, satisfied the $56 and $60 stock price thresholds. The added vesting component requires that, subject to certain termination scenarios (described below), in addition to satisfying the $56 and $60 stock price thresholds in accordance with the 30 Day Requirement, such stock price thresholds must also be met for the 30 consecutive trading day period immediately prior to December 31, 2017, calculated using the average closing price of Hasbro's common stock over such 30 day period (the "2017 Requirement"). If Hasbro's common stock achieves the $56 and $60 stock price thresholds in accordance with the 30 Day Requirement but not the 2017 Requirement, only between 50% and 100% of the RSUs subject to these stock price thresholds will vest (with the percentage determined in accordance with a schedule that is attached to the Amendment (the "Schedule")).

Elimination of Total Shareholder Return Multiplier to Contingent Stock Performance Awards

Pursuant to the terms of the Original Employment Agreement, the contingent stock performance awards that were granted to Mr. Goldner in 2013 and 2014 each had a performance multiplier that could increase, or decrease, the number of shares that would otherwise be earned by Mr. Goldner under the awards based on a comparison of Hasbro's total shareholder return to the total shareholder return for the Standard & Poor's 500 Index over the three-year performance period applicable to each contingent stock performance award. The Amendment eliminates this performance multiplier in its entirety.

Decrease in Annual Long-Term Equity Grant Target Level

The Original Employment Agreement provides that Mr. Goldner will have an annual long-term equity grant target level equal to five (5) times his annualized base salary for that year. The Amendment decreases the annual long-term equity grant target level to four (4) times Mr. Goldner's annual base salary, effective with the beginning of fiscal year 2015. Without limiting the discretion of the Committee, the Amendment also provides that the Committee will consider return on invested capital, among other factors, as part of its review of Mr. Goldner's annual long-term incentive award levels.

Clarification Regarding Performance Share Awards

The Amendment clarifies that if Mr. Goldner remains employed by Hasbro through December 31, 2017, he will be eligible to receive no less than 100% of his 2015 performance share award grant, 66.6% of his 2016 performance share award grant and 33.3% of his 2017 performance share award grant, contingent in each case upon satisfaction of the relevant performance criteria for the applicable performance share award grant (as determined at the end of each relevant performance period).

Addition of Vesting Component for 50% of Special RSU Grant in Certain Termination Scenarios

The Amendment also adds an additional component to the vesting of the 50% of the RSUs in the Special RSU Grant that are subject to the $56 and $60 stock price thresholds in the event Mr. Goldner's employment is terminated due to his death or disability or in the event of a termination at the election of Hasbro without Cause (as defined in the Original Agreement) or the election of Mr. Goldner for Good Reason (as defined in the Original Agreement). In these termination scenarios, even if the $56 and $60 stock price thresholds have been satisfied prior to such termination, only between 50% and 100% of the RSUs subject to these stock price thresholds (or, as applicable, a pro rata portion thereof) will vest (with the percentage determined based on the Schedule), depending on whether, in the 30 consecutive trading day period ending immediately prior to the termination of Mr. Goldner's employment, the applicable stock price threshold for such RSUs was satisfied, based on the average closing price of Hasbro's common stock over such 30 day period.

The vesting of the RSUs in the event of each of these termination scenarios is described in more detail below.

Termination Due to Death or Disability

Pursuant to the terms of the Original Employment Agreement, in the event Mr. Goldner is terminated due to death or disability, if and only to the extent one or more of the stock price thresholds for the Special RSU Grant has been satisfied prior to Mr. Goldner's death or disability, the service component for that award will be waived, and the RSUs for which the stock price thresholds have been satisfied will vest immediately, with any shares for which the stock price thresholds are not met being forfeited.

Pursuant to the terms of the Amendment, in the event Mr. Goldner is terminated due to his death or disability, and even if the $56 and $60 stock price thresholds have been satisfied prior to such termination, only between 50% and 100% of the RSUs subject to these stock price thresholds will vest (with the percentage determined based on the Schedule) depending on whether, in the 30 consecutive trading day period ending immediately prior to the termination of Mr. Goldner's employment, the applicable stock price threshold for such RSUs was satisfied, based on the average closing price of Hasbro's common stock over such 30 day period. In accordance with the terms of the Original Employment Agreement, if Mr. Goldner is terminated due to death or disability, the RSUs subject to the $45 and $52 stock price threshold will vest immediately upon such termination because those stock price thresholds were satisfied prior to the effective date of the Amendment.

Termination Without Cause or for Good Reason Prior to or More than Two Years Following a Change in Control

Pursuant to the terms of the Original Employment Agreement, if prior to or more than two years following a Change of Control (as defined in the Original Employment Agreement), Mr. Goldner is terminated at the election of Hasbro without Cause or at the election of Mr. Goldner for Good Reason, and one or more of the stock price thresholds for the Special RSU Grant have been satisfied prior to such termination of employment, a pro-rated portion of the Special RSU Grant will vest, calculated by multiplying the number of shares for which the stock price thresholds have been satisfied by a fraction, the numerator of which is the number of days from October 4, 2012 to the effective date of Mr. Goldner's termination of employment, and the denominator of which is the total number of days between October 4, 2012 and December 31, 2017. If one or more of the stock price thresholds in the Special RSU Grant are not met as of the time of such a termination, such RSUs will not vest and will be forfeited.

Pursuant to the terms of the Amendment, if prior to or more than two years following a Change of Control, Mr. Goldner is terminated without Cause or for Good Reason, and even if the $56 and $60 stock price thresholds have been satisfied prior to such termination, only a pro-rated portion (as described in the preceding paragraph) of between 50% and 100% of the RSUs subject to these stock price thresholds will vest (with the percentage determined based on the Schedule), depending on whether, in the 30 consecutive trading day period ending immediately prior to the termination of Mr. Goldner's employment, the applicable stock price threshold for such RSUs was satisfied, based on the average closing price of Hasbro's common stock over such 30 day period. In accordance with the terms of the Original Employment Agreement, if Mr. Goldner is terminated in these circumstances, a pro-rated portion (as described in the preceding paragraph) of the RSUs subject to the $45 and $52 stock price thresholds will vest immediately upon such termination because those stock price thresholds were satisfied prior to the effective date of the Amendment.

Termination Without Cause or for Good Reason Within Two Years Following a Change in Control

Pursuant to the terms of the Original Employment Agreement, if within two years following a Change of Control (as defined in the Original Employment Agreement), Mr. Goldner is terminated at the election of Hasbro without Cause or at the election of Mr. Goldner for Good Reason, and one or more of the stock price thresholds for the Special RSU Grant have been satisfied prior to such termination of employment, any shares for which the stock price thresholds have been satisfied will vest. If one or more of the stock price thresholds in the Special RSU Grant are not met as of the time of such a termination, such RSUs will not vest and will be forfeited.

Pursuant to the terms of the Amendment, if within two years following a Change of Control, Mr. Goldner is terminated without Cause or for Good Reason, and even if the $56 and $60 stock price thresholds have been satisfied prior to such termination, only between 50% and 100% of the RSUs subject to these stock price thresholds will vest (with the percentage determined based on the Schedule), depending on whether, in the 30 consecutive trading day period ending immediately prior to the termination of Mr. Goldner's employment, the applicable stock price threshold for such RSUs was satisfied, based on the average closing price of Hasbro's common stock over such 30 day period. In accordance with the terms of the Original Employment Agreement, if Mr. Goldner is terminated in these circumstances, the RSUs subject to the $45 and $52 stock price thresholds will vest immediately upon such termination because those stock price thresholds were satisfied prior to the effective date of the Amendment.

The foregoing description of the Amendment does not purport to be a complete statement of the parties' rights under the Amendment and is qualified in its entirety by the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HASBRO, INC.

	By:	/s/ Deborah Thomas
	Name:	Deborah Thomas
	Title:	Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
Date: August 5, 2014

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment, dated August 5, 2014, to Amended and Restated Employment Agreement, dated October 4, 2014, between Hasbro, Inc. and Brian Goldner

Exhibit 10.1

August 5, 2014 Amendment to the Amended and Restated Employment Agreement

WHEREAS the Board of Directors of Hasbro, Inc. (" Company ") has determined that it is in the best interest of Company and its shareholders to amend certain terms of the Amended and Restated Employment Agreement between the Company and Brian Goldner (" Executive ") effective as of October 4, 2012 (the " Employment Agreement ");

WHEREAS Executive has agreed to the amendments and modifications of the Employment Agreement set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following changes to the Employment Agreement, effective as of August 5, 2014:

1.	Section 3.3 of the Employment Agreement shall be amended by adding the following language immediately after the defined term " Stock Price Component ":

The parties acknowledge and agree that as of August 5, 2014, the Stock Price Component has been satisfied for the first two stock price hurdles ($45 and $52) listed in Schedule A to the Employment Agreement (the " Achieved Stock Price Hurdles "). The restricted stock units that are subject to the Achieved Stock Price Hurdles will vest if the Executive meets the Service Component and, for the avoidance of doubt, such restricted stock units are not subject to the additional 2017 Stock Price Vesting Component (as defined below). Notwithstanding the reference to the Special Equity Award having two vesting components, there shall be a third vesting component with respect to the fifty percent (50%) of restricted stock units that are subject to the achievement of the third and fourth stock price hurdles ($56 and $60) listed in Schedule A of the Employment Agreement (the " Remaining Stock Price Hurdles ") (with one-half (½) of such restricted stock units (constituting a 25% tranche of the Special Equity Award) subject to the $56 hurdle and the other one-half (½) of such restricted stock units (constituting another 25% tranche of the Special Equity Award) subject to the $60 hurdle). The third vesting component for each twenty-five percent (25%) tranche of restricted stock units subject to the achievement of one of the Remaining Stock Price Hurdles shall require that, in addition to achieving the applicable Stock Price Component and the Service Component, the stock also achieve the applicable Remaining Stock Price Hurdle for the 30 consecutive trading day period ending immediately prior to December 31, 2017, calculated using the average closing price of the stock over such period (the " 2017 Stock Price Vesting Component "). If the Stock Price Component and the Service Component are satisfied with respect to a 25% tranche of restricted stock units subject to one of the Remaining Stock Price Hurdles, but the 2017 Stock Price Vesting Component with respect to such restricted stock units has not been satisfied, then the number of restricted stock units associated with such Remaining Stock Price Hurdle that will vest shall be reduced based on the schedule attached hereto as Schedule C.

Section 3.4 of the Employment Agreement is hereby deleted in its entirety, along with Schedule B of the Employment Agreement that was referenced therein, and both Section 3.4 and Schedule B shall be replaced with "[intentionally omitted]". For the avoidance of doubt, this deletion eliminates the Total Shareholder Return (TSR) modifier that was described in Schedule B of the Employment Agreement, and all aspects of the Employment Agreement that reference Schedule B and/or provide any benefit to Executive pursuant to Schedule B shall be of no force or effect.

3.	The parties hereby acknowledge and agree that the Restricted Stock Unit Agreement and the Contingent Stock Performance Agreements which have been issued in 2013 and 2014 to memorialize the equity awards provided for in Section

3.3 and what was previously Section 3.4 of the Employment Agreement be and hereby are amended to reflect the amended terms set forth above in Sections 1 and 2 of this Amendment.

4.	Section 3.5 of the Employment Agreement shall be amended to change, beginning with the commencement of the 2015 fiscal year, the target long-term incentive award level from 500% to 400% of Executive's annualized base salary.

5.	Section 3.5 of the Employment Agreement shall be further amended to replace the first reference to "PSAs" with the following: "performance share awards (" PSAs ")."

6.	Section 3.5 of the Employment Agreement shall be further amended to add the following after the last sentence of the Section:

Without otherwise limiting the authority or discretion of the Company's Compensation Committee or Board of Directors (the " Board ") in 2015 or subsequent years, the award for 2015 shall include return on invested capital as one of the factors deemed relevant by the Compensation Committee and the Board in reviewing Executive's target long term incentive award levels. If Executive remains employed through December 31, 2017, and irrespective of whether his employment with the Company continues following such date, Executive shall (provided he abides by all non-competition, non-solicitation, confidentiality, and other similar obligations to the Company) remain eligible to receive a pro-rated portion of each PSA award that was granted to him pursuant to the Company's long-term incentive program prior to December 31, 2017, contingent in each case upon satisfaction of the relevant performance criteria, as determined by the Company in accordance with the applicable long-term incentive program following the end of each relevant performance period.

The number of PSAs that Executive shall receive with respect to each such award, assuming he remains employed through December 31, 2017 and contingent in each case upon satisfaction of the applicable performance criteria in each relevant performance period, shall be no less than one hundred percent (100%) of the 2015 PSA grant, two-thirds (2/3) of the 2016 PSA grant, and one-third (1/3) of the 2017 PSA grant, with the Company waiting in each instance until the end of the relevant performance period to determine the number of PSA shares earned. Such PSAs shall be issued at the same time as shares issued to other participants at the end of the applicable performance period.

7.	In Section 4.4.1(a) the phrase "(under Section 3.4)" shall be deleted and replaced with the phrase "(under Section 3.5)".

8.	The fourth sentence of Section 5.2 shall be deleted in its entirety and replaced with the following:

In the event of the termination of Executive's employment for death or Disability, the Service Component for the restricted stock units that are subject to vesting as a result of meeting the Achieved Stock Price Hurdles shall be waived and those shares shall vest immediately. Further, in the event of the termination of Executive's employment for death or Disability, and, if and to the extent the Stock Price Component of the Special Equity Award was satisfied prior to Executive's death or Disability with respect to one (or both) of the Remaining Stock Price Hurdles, the Service Component for the restricted stock units that are subject to vesting as a result of meeting the applicable Remaining Stock Price Hurdle shall be waived and between fifty percent (50%) and one hundred percent (100%) of such restricted stock units shall vest, with the precise percentage calculated as follows: The Company will determine whether, in the 30 consecutive trading day period ending immediately prior to the termination of Executive's employment, the applicable Remaining Stock Price Hurdle for such restricted stock units was satisfied, calculated using the average closing price of the stock over such period (the " Early Termination Vesting Component "). If so, Executive will vest immediately in one hundred percent (100%) of such restricted stock units. If not, then the number of such restricted stock units that will vest shall be reduced based on the schedule attached hereto as Schedule C. For the avoidance of doubt, if the Stock Price Component has not been satisfied at the time of Executive's termination for death or Disability with respect to an applicable Remaining Stock Price Hurdle, then the restricted stock units subject to that unmet stock price hurdle will not vest and the Special Equity Award will terminate with respect to any restricted stock units subject to such unmet stock price hurdle.

9.	Section 5.2 of the Employment Agreement shall further be amended by deleting the following language immediately before the defined term " Award ": "including those covered by the equity adjustment referenced in Section 3.4".

10.	Section 5.3(e) shall be deleted in its entirety and replaced with the following:

A Prorated Portion (as defined below) of the Special Equity Award will vest for the restricted stock units subject to the Achieved Stock Price Hurdles. Further, if and to the extent the Stock Price Component of the Special Equity Award was satisfied prior to Executive's termination with respect to one (or both) of the Remaining Stock Price Hurdles, the Service Component for the restricted stock units that are subject to vesting as a result of meeting the applicable Remaining Stock Price Hurdle shall be waived and a Prorated Portion of between fifty percent (50%) and one hundred percent (100%) of such restricted stock units shall vest, with the precise percentage calculated as follows: The Company will determine whether the Early Termination Vesting Component was satisfied for such restricted stock units. If so, Executive will vest immediately in one hundred percent (100%) of the Prorated Portion of such restricted stock units. If not, then the portion of the Prorated Portion of such restricted stock units that will vest shall be reduced based on the schedule attached hereto as Schedule C. The "Prorated Portion" of restricted stock units that shall vest shall be calculated by multiplying the restricted stock units by a fraction, the numerator of which is the number of days from the Effective Date to the effective date of Executive's termination of employment, and the denominator of which is the total number of days from the Effective Date to and including December 31, 2017. For the avoidance of doubt, if the Stock Price Component has not been satisfied at the time of Executive's termination without Cause or resignation for Good Reason with respect to an applicable Remaining Stock Price Hurdle, then the restricted stock units subject to that unmet stock price hurdle will not vest and the Special Equity Award will terminate with respect to any restricted stock units subject to such unmet stock price hurdle.

11.	Section 5.4(f) shall be deleted in its entirety and replaced with the following:

The restricted stock units that are subject to vesting as a result of meeting the Achieved Stock Price Hurdles will vest. Further, if and to the extent the Stock Price Component of the Special Equity Award was satisfied prior to Executive's termination with respect to one (or both) of the Remaining Stock Price Hurdles, the Service Component for the restricted stock units that are subject to vesting as a result of meeting the applicable Remaining Stock Price Hurdle shall be waived and between fifty percent (50%) and one hundred percent (100%) of such restricted stock units shall vest, with the precise percentage calculated as follows: The Company will determine whether the Early Termination Vesting Component was satisfied for such restricted stock units. If so, Executive will vest immediately in one hundred percent (100%) of such restricted stock units. If not, then the portion of such restricted stock units that will vest shall be reduced based on the schedule attached hereto as Schedule C. For the avoidance of doubt, if the Stock Price Component has not been satisfied at the time of Executive's termination without Cause or resignation for Good Reason with respect to an applicable Remaining Stock Price Hurdle, then the restricted stock units subject to that unmet stock price hurdle will not vest and the Special Equity Award will terminate with respect to any restricted stock units subject to such unmet stock price hurdle.

12.	Except as expressly modified herein, the Employment Agreement (as well as the Restricted Stock Unit Agreement and the Contingent Stock Performance Agreements issued in 2013 and 2014) shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal as of the day and year set forth below.

Hasbro, Inc.		Brian Goldner
/s/ Alfred J. Verrecchia		/s/ Brian Goldner
By: Alfred J. Verrecchia
Title: Chairmain, Board of Directors
August 5, 2014		August 5, 2014
Date		Date

Schedule C

	Percent of Tranche Earned
Average stock price over 30 consecutive trading day period ending immediately prior to December 31, 2017 (or, if applicable, Executive's date of termination)	$56 Tranche	$60 Tranche
≥ $60	100.0%	100.0%
$59	100.0%	95.0%
$58	100.0%	90.0%
$57	100.0%	85.0%
$56	100.0%	80.0%
$55	91.7%	75.0%
$54	83.3%	70.0%
$53	75.0%	65.0%
$52	66.7%	60.0%
$51	58.3%	55.0%
≤ $50	50.0%	50.0%

* For the avoidance of doubt, linear interpolation will be used to calculate the percent of a tranche earned if the average stock price falls between the round numbers listed above.