Hasbro, Inc..
2024年績效獎勵計劃
2024年1月1日，到期日期。
孩之寶公司。
績效獎勵計劃
1.0 背景
1.1績效獎勵計劃 (「PRP」)
制定標準準則以確定PRP資格和整體公司或業務目標。
提供建立目標激勵獎勵的指導方針。
以下描述了根據PRP資助的各種計劃。
孩之寶總計劃- 根據第1.5節確定的符合條件的僱員，根據孩之寶公司及其子公司（以下簡稱「公司」）的表現來確定PRP下的資金。
業務單元計劃 - 根據本公司適用業務單元的業績確定，根據第1.5條確定的符合條件的員工將獲得PRP資助。 本文件中，以下各項皆稱爲「業務單元」：
1.玩具、遊戲、許可及娛樂（「TGLE」）
2.Wizards of the Coast和數字遊戲（「WOTC」）
3.商業用途
性能目標和目標旨在衡量績效達成，並可能基於以下一個或多個因素：
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孩之寶總計劃:
淨收入
營業利潤美元
孩之寶戰略記分卡
業務單元計劃:
業務單位淨營業收入
業務部門營業利潤美元
孩之寶戰略記分卡
1.2目的
公司制定本績效酬金計劃的目的是爲了向那些爲公司業務的增長和成功做出顯著貢獻的員工提供年度獎勵; 吸引和留住具有傑出能力的個人爲公司工作；並使員工的利益與公司股東的利益保持一致。
1.3一般指南
員工沒有任何法律權利參與PRP或在PRP下獲得激勵獎勵。
1.4範圍
PRP適用於公司符合條件的員工。
1.5資格
管理層應在其唯一裁量權下確定那些職責和責任對公司業務增長和成功做出重大貢獻的員工有資格參與PRP。有資格參與PRP並不保證在PRP下獲得獎勵激勵。除非法律要求或由管理層決定，如果員工有資格參與PRP和/或公司不時實施的其他年度獎勵計劃（或類似計劃），則員工僅可以同時參與一個計劃，由公司根據其唯一裁量權確定。
符合條件的員工將被分配至孩之寶總部計劃或適用業務部門的業務部門計劃，具體由公司酌情決定。被選中參與孩之寶總部計劃或業務部門計劃之一的符合條件的員工在本文中稱爲"參與者"。
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1.1激勵獎勵級別
1.2目標獎勵計劃
除非公司另有規定，目標激勵獎勵以PRP年度的薪酬收入百分比表示。對於本PRP而言，獲得的薪酬收入是指參與者該財政年度的所有基本薪酬，其中基本薪酬將包括延期支付至公司養老儲蓄計劃的所有基本薪酬金額（但不包括公司爲參與者在該計劃上存入的任何匹配或公司捐款），公司的非合格遞延補償計劃和/或任何相似的繼任計劃財政年度薪酬，根據法律規定，不包括該財政年度的獎金或其他福利。按設計，目標激勵獎勵是PRP參與者在他們、公司或適用的業務單元實現財務和戰略目標時有資格獲得的獎勵水平。目標激勵獎勵可能根據職務水平、先前確定的薪酬收入百分比或先前確定的固定百分比或金額而確定。目標激勵獎勵也可能根據地域板塊或業務領域而有所不同。
1.3最高激勵獎勵
根據PRP計劃，參與者的最大激勵獎勵爲目標激勵獎勵的300%。
3.0 績效措施
•總孩之寶 - 總孩之寶計劃的PRP資助基於總孩之寶財務指標表現的80%，以及孩之寶戰略記分卡的20%，如下所述。
•業務單元計劃 - 每個業務單元計劃的PRP資金基於適用的業務單元財務指標表現的80%，以及孩之寶戰略績效評分表的20%，如下所述。
1.1建立孩之寶總業績或業務單位績效指標和目標
在PRP年度的第一季度，公司高級管理層將建立績效指標以及與Total Hasbro Plan和各業務單元計劃相關的年度目標績效水平。這些績效指標和目標水平經公司首席執行官（「CEO」）審查和批准，對公司任何一位參與的第16條款人員的計劃，須經公司的董事會或董事會董事會（「報酬委員會」）批准。
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1.2孩之寶總體表現指標
孩之寶的財務表現綜合考量淨營業收入和營業利潤。淨營業收入和營業利潤的表現由分別評估總體孩之寶財務指標表現與每個指標的目標相比，應用表現評分並對每個指標進行加權來判斷。 孩之寶戰略績效評分卡通過審視每個戰略指標的定量和定性因素來確定整體孩之寶戰略績效評分卡的結果。然後，對財務指標和孩之寶戰略績效評分卡的結果進行加權，確定如下所示的整體支付因素。
孩之寶財務指標績效的權重和定義如下：
| 指標 | 定義 | 加權 | |||||||||
| 淨營業收入 | 第三方總銷售額（扣除退貨後）減去銷售折讓，再加上第三方版稅收入、數字遊戲收入和娛樂收入 | 40% | |||||||||
| Co-President | 從營業收入中排除非營業成本、利息費用或收入稅相關費用以及其他管理同意的非通用會計原則調整費用的總收入 | 40% | |||||||||
孩之寶戰略記分卡指標的權重和定義如下：
| 指標 | 定義 | 加權 | |||||||||
| 成本節約 | 經營模式改進帶來的淨節省 | 20% | |||||||||
1.3業務單位績效指標
每個業務部門將根據與各自業務部門相關的淨營業收入和營業利潤美元的財務表現進行評估。通過分別評估業務部門對每個指標的目標的實現情況，應用績效比例，對每個指標進行加權並求和來確定業務部門財務指標績效。通過審查定量和定性因素來評估孩之寶戰略評分卡的結果，以確定總體孩之寶戰略評分卡結果。然後，根據以下提供的方式對業務部門財務指標績效和孩之寶戰略評分卡的結果進行加權，以確定總體業務部門支付係數。
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The weightings and definitions for the Business Unit Financial Metrics Performance are:
| Metric | Definition | Weighting | |||||||||
| Business Unit Net Revenue | As applicable for the respective Business Unit: Third party gross sales (after returns) less sales allowances, plus third-party royalty income, digital gaming revenue, and entertainment revenue | 40% | |||||||||
| Business Unit Operating Profit Dollars | As applicable for the respective Business Unit: Total earnings from operations excluding non-operating costs, interest expenses or income tax related charges, and other management agreed non-GAAP adjusted charges | 40% | |||||||||
The weighting and definition for the Hasbro Strategic Scorecard metric is as follows:
| Metric | Definition | Weighting | |||||||||
| Cost Savings | Net savings from operating model improvements | 20% | |||||||||
4.0 Development of Funding Pools
After the end of the fiscal year, the actual performance for Total Hasbro and each of the Business Units will be calculated (based on Total Hasbro and the respective Business Unit’s performance against the target goals established for each financial and strategic performance metric as of fiscal year-end) and approved by the Company’s Chief Financial Officer.
The performance scales for the financial metrics for the Total Hasbro Plan and Business Unit Plans, as applicable, are as follows:
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| Metric | Weight | Category | Performance Ranges | ||||||||||||||
| Minimum/Threshold | Target | Maximum | |||||||||||||||
| Total Hasbro Net Revenue | 40% | % Achievement | 90% | 100% | 110% | ||||||||||||
| Payout Range | 50% | 100% | 200% | ||||||||||||||
| Total Hasbro Operating Profit Dollars | 40% | % Achievement | 90% | 100% | 115% | ||||||||||||
| Payout Range | 50% | 100% | 200% | ||||||||||||||
| Metric | Weight | Category | Performance Ranges | ||||||||||||||
| Minimum/Threshold | Target | Maximum | |||||||||||||||
| TGLE Net Revenue | 40% | % Achievement | 90% | 100% | 110% | ||||||||||||
| Payout Range | 50% | 100% | 200% | ||||||||||||||
| TGLE Operating Profit Dollars | 40% | % Achievement | 80% | 100% | 135% | ||||||||||||
| Payout Range | 50% | 100% | 200% | ||||||||||||||
| Metric | Weight | Category | Performance Ranges | ||||||||||||||
| Minimum/Threshold | Target | Maximum | |||||||||||||||
| WOTC Net Revenue | 40% | % Achievement | 90% | 100% | 110% | ||||||||||||
| Payout Range | 50% | 100% | 200% | ||||||||||||||
| WOTC Operating Profit Dollars | 40% | % Achievement | 90% | 100% | 115% | ||||||||||||
| Payout Range | 50% | 100% | 200% | ||||||||||||||
| Metric | Weight | Category | Performance Ranges | ||||||||||||||
| Minimum/Threshold | Target | Maximum | |||||||||||||||
| Commercial Net Revenue | 40% | % Achievement | 90% | 100% | 125% | ||||||||||||
| Payout Range | 50% | 100% | 300% | ||||||||||||||
| Commercial Operating Profit Dollars | 40% | % Achievement | 80% | 100% | 125% | ||||||||||||
| Payout Range | 50% | 100% | 200% | ||||||||||||||
Strategic Scorecard Performance Scale:
The metrics included on the Hasbro Strategic Scorecard will be assessed using a combination of quantitative and qualitative measures. Achievement will range from 0% to a maximum of 200%.
In the event that achievement for a financial performance metric is between threshold performance and target performance or between target performance and maximum performance, the applicable funding pool scale percentage, applicable to each PRP plan, will be applied. The performance scales for the Total Hasbro and each Business Unit plan are included in the appendix to this document.
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In the case of the Total Hasbro Plan, the financial performance metric must achieve threshold performance, or no award is payable under that metric before the performance scale is applied to the applicable metric. The failure of one financial metric to achieve threshold performance does not impact the other financial metric; provided, however, that for funding to occur at least one financial metric must achieve threshold performance.
In the case of the Business Unit Plans, both financial performance metrics must achieve at least threshold performance, or no award is payable for the Business Unit Financial Metrics Performance component of the respective Business Unit Plan.
The payout attributable to each performance metric (financial and strategic) will be weighted and added to arrive at the overall achievement which determines the funding pool.
An illustrative example of the development of a funding pool for the Total Hasbro Plan is as follows:
If Total Hasbro achieves Net Revenue of 100% of target (which results in 100% funding) and Operating Profit Dollars of 90% of target (which results in 50% funding) and the Hasbro strategic scorecard achieves 95%, then the aggregate weighted achievement for the Total Hasbro Plan would be 79%, calculated as follows:
| Metric | Weight | Result | Weighted Result | ||||||||||||||
| Total Hasbro Net Revenue | 40% | x | 100% | = | 40% | ||||||||||||
| Total Hasbro Operating Profit Dollars | 40% | x | 50% | = | 20% | ||||||||||||
| Hasbro Strategic Scorecard | 20% | x | 95% | = | 19% | ||||||||||||
| Final Weighted PRP Performance Factor | = | 79% | |||||||||||||||
Illustrative examples of the development of a funding pool for the TGLE Business Unit Plan are as follows:
If the TGLE Business Unit achieves Net Revenue of 100% of target (which results in 100% funding) and Business Unit Operating Profit Dollars of 65% of target (which is below the 80% threshold), the Business Unit component of the respective Business Unit Plan will not fund (0% funding). In this scenario, the funding pool, if any, will be determined solely by the Hasbro Strategic Scorecard component of the Business Unit Plans.
or
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If the TGLE Business Unit achieves Net Revenue of 90% of target (which results in 50% funding), and Operating Profit Dollars of 100% of target (which results in 100% funding), the aggregate weighted achievement for the Business Unit component of the TGLE Plan would be 60%, combined with the Hasbro Strategic Scorecard component (95% achievement), would be 79%, calculated as follows:
| Metric | Weight | Result | Weighted Result | ||||||||||||||
| TGLE Net Revenue | 40% | x | 50% | = | 20% | ||||||||||||
| TGLE Operating Profit Dollars | 40% | x | 100% | = | 40% | ||||||||||||
| Hasbro Strategic Scorecard | 20% | x | 95% | = | 19% | ||||||||||||
| Final Weighted PRP Performance Factor | = | 79% | |||||||||||||||
If the WOTC Business Unit achieves Net Revenue of 100% of target (which results in 100% funding), and Operating Profit Dollars of 115% of target (which results in 200% funding), the aggregate weighted achievement for the Business Unit component of the WOTC Plan would be 120%, combined with the Hasbro Strategic Scorecard component (95% achievement), would be 139%, calculated as follows:
| Metric | Weight | Result | Weighted Result | ||||||||||||||
| WOTC Net Revenue | 40% | x | 100% | = | 40% | ||||||||||||
| WOTC Operating Profit Dollars | 40% | x | 200% | = | 80% | ||||||||||||
| Hasbro Strategic Scorecard | 20% | x | 95% | = | 19% | ||||||||||||
| Final Weighted PRP Performance Factor | = | 139% | |||||||||||||||
If the Commercial Business Unit achieves Net Revenue of 125% of target (which results in 300% funding), and Operating Profit Dollars of 100% of target (which results in 100% funding), the aggregate weighted achievement for the Business Unit component of the Commercial Plan would be 160%, combined with the Hasbro Strategic Scorecard component (95% achievement), would be 179%, calculated as follows:
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| Metric | Weight | Result | Weighted Result | ||||||||||||||
| Commercial Net Revenue | 40% | x | 300% | = | 120% | ||||||||||||
| Commercial Operating Profit Dollars | 40% | x | 100% | = | 40% | ||||||||||||
| Hasbro Strategic Scorecard | 20% | x | 95% | = | 19% | ||||||||||||
| Final Weighted PRP Performance Factor | = | 179% | |||||||||||||||
Once all the Business Unit results have been calculated, the funding pool of each respective Business Unit is developed. The Business Unit component funding pool for each of the Business Units (weighted at 80%), combined with the Hasbro strategic scorecard funding pool (weighted at 20%), will equal the aggregate of the PRP funding pool for the respective Business Unit Plan.
4.1 Funding Pools
The Company calculates the Total Hasbro Plan funding pool based on the Company’s Financial Metric Performance through the end of the fiscal year against the applicable performance targets and the Hasbro Strategic Scorecard (“Total Hasbro Plan Funding Pool”). The Company calculates the funding pool for the Business Unit Plans based on Business Unit Financial Metric Performance through the end of the fiscal year against applicable financial performance targets for the respective Business Unit and performance against the Hasbro Strategic Scorecard (the “Business Unit Funding Pool”). The aggregate pool for all Business Unit Plans, together with the Total Hasbro Plan Funding Pool, is referred to hereinafter as the “Funding Pool”.
The CEO and the Compensation Committee reserve the right to alter the Funding Pool after year end, but prior to the actual payment of awards to participants in the PRP.
4.2 High Performer Pool
Following the end of the year, but prior to the payment of all awards under the PRP, management of the Company, in its sole discretion, may determine it appropriate to reward high-performing Company employees through an additional funding pool (the “High Performer Pool”). Funding of the High Performer Pool is determined by the achievement of the Company’s Operating Profit Dollars, overall Company or reporting Business Unit performance and affordability. The aggregate amount of the High Performer Pool is subject to Compensation Committee approval.
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4.3 Total Awards Under the PRP
The aggregate of all incentive awards under the PRP shall consist of the sum of the Funding Pool and the High Performer Pool.
4.4. Management Review
Payment of any incentive award to an employee is subject to management’s review. For purposes of the PRP, management has the ability to review the proposed payout of any incentive award under the PRP to an eligible employee and to determine whether such proposed incentive award should be adjusted based on the participant’s performance, contributions to the organization, or any other factor not prohibited by applicable law. In completing this review, management has the option of providing a zero-value incentive award to the employee regardless of Total Hasbro or Business Unit performance. For participants that do not receive an incentive award or that receive a reduced incentive award, including for any of the reasons set forth in Section 5.0 below, the portion of such employee’s potential incentive award that might have been reflected in the Funding Pool will remain in the Funding Pool and be allocated to other PRP participants in the manner determined by management.
5.0 Removals, Transfers, Terminations, Promotions and Hiring Eligibility
Except to the extent applicable legal requirements or the terms of an employment agreement mandate a different result, the following scenarios will be addressed under the PRP in the manner set forth below.
5.1 Participants whose employment with the Company is terminated because of retirement or disability:
(i)After the close of the PRP year, but prior to the actual distribution of incentive awards for such year, may be awarded an incentive award for the plan year at the discretion of the EVP and Chief People Officer.
(ii)After the beginning, but prior to the close of the PRP year, no award shall be granted unless authorized at the discretion of the EVP and Chief People Officer.
5.2 Participants whose employment with the Company is terminated because of death:
(i)After the close of the PRP year, but prior to the actual distribution of awards for such year, shall be awarded an incentive award. Such payment will be made to the deceased employee’s estate.
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(ii)After the beginning, but prior to the close of the PRP year, no award shall be granted unless authorized at the discretion of the EVP and Chief People Officer. Any such payments will be made to the deceased employee’s estate.
1.3Participants who resign for any reason during the PRP year or after the close of the PRP year, but prior to the distribution of incentive awards for such year, will not receive an incentive award for any PRP year.
1.4Participants who are terminated from the employ of the Company or any of its subsidiaries for cause or for any offense involving moral turpitude or an offense involving breach of the fiduciary duty owed by the individual to the Company will not be entitled to an incentive award for any PRP year.
1.5Participants who are terminated from the employ of the Company or any of its subsidiaries due to any reason other than the ones enumerated above, including, without limitation, employees who are discharged due to job elimination:
(i)After the close of the PRP year, but prior to the actual distribution of incentive awards for such year, may be awarded an incentive award. No award shall be granted unless authorized at the discretion of the EVP and Chief People Officer.
(ii)After the beginning, but prior to the close of the PRP year, the employee is no longer eligible for that year. However, a discretionary incentive award may be granted by the EVP and Chief People Officer.
5.6 Participants under statutory or contractual notices:
(i)At the end of the fiscal year, except as may be required by contract or applicable law, no award shall be granted unless authorized at the discretion of the EVP and Chief People Officer.
(ii)Which ends prior to the close of the PRP year, shall not be eligible for an incentive award for that plan year except as may be required by contract or applicable law. However, a discretionary incentive award may be granted by the EVP and Chief People Officer.
1.7Participants transferred during the PRP year from one division or business unit of the Company to another where such transfer results in the participant being assigned to different plans during the same PRP year (e.g., from the Total Hasbro Plan to a Business Unit Plan; from a Business Unit Plan to the Total Hasbro Plan; or from a Business Unit Plan to a different Business Unit Plan), will be eligible to receive an incentive award (subject to achievement of the requisite performance)
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under the plan associated with such employee’s position at the end of the PRP year, but the award amount may be based on the performance of the respective plans associated with the employee’s positions during the same PRP year, in such amount and in such manner as determined in the sole discretion of the EVP and Chief People Officer.
1.8Employees hired during the PRP year must be actively employed on or before October 1st or another date designated by the EVP and Chief People Officer of the PRP year to participate in the PRP for that PRP year. Incentive awards will be made based upon the employee's earned base salary during the period of their employment with the Company during the PRP year.
1.9The eligibility for an incentive award under the PRP for employees who remain employed with the Company during the PRP year but whose change in employment status through promotion or reclassification affects their level of participation:
(i)Prior to October 1st or another date designated by the EVP and Chief People Officer, of the PRP year, will participate at the level consistent with the promotion or reclassification.
(ii)After October 1st or another date designated by the EVP and Chief People Officer, but prior to the close of the PRP year, will participate at the level consistent with their classification prior to the promotion or reclassification.
1.10The eligibility for an incentive award under the PRP for employees who remain employed with the Company during the PRP year but whose change in employment status through demotion affects their level of participation will be determined in the sole discretion of the EVP and Chief People Officer.
1.1Administration of the PRP
1.2Amendments to the PRP (Contingency Clause)
The CEO and the Compensation Committee reserve the right to interpret, amend, modify, or terminate the PRP in accordance with changing conditions at any time in their sole discretion.
1.3Incentive Award Distribution
Incentive awards, when payable, shall be paid as near to the close of the Company’s fiscal year as may be feasible. Participants in the PRP must be employed at the time of award distribution in order to receive an incentive award, except as otherwise provided herein.
No individual has the right to receive an incentive award until it has been approved and distributed in accordance with the provisions of the PRP.
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1.4Non-Assignment of Awards
Participants eligible to receive incentive awards shall not have any right to pledge, assign, or otherwise dispose of any unpaid or projected awards.
1.5Deferral of Awards
Participants eligible to defer incentive awards through the Deferred Compensation Program (DCP) may elect to do so during the annual DCP enrollment.
1.6Clawback of Awards
By accepting any incentive award under the Plan, the participant acknowledges and agrees that any incentive compensation the participant is awarded is subject to the Hasbro, Inc. Clawback Policy, as it may be amended from time to time by the Board. Such acknowledgement and agreement is a material condition to receiving any incentive award under the Plan, which would not have been awarded to the participant otherwise.
1.7Stock Ownership
Additionally, the participant acknowledges and agrees that if the participant is now, or becomes subject in the future to, the Hasbro, Inc. Executive Stock Ownership Policy, as it may be amended from time to time by the Board (the “Stock Ownership Policy”), then the receipt of any incentive award under the PRP is contingent upon the participant’s compliance with 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. Failure to comply with the Stock Ownership Policy may, in the Company’s sole discretion, result in the reduction or total elimination of any incentive award that otherwise might be payable under the PRP and/or result in the Company determining to substitute other forms of compensation, such as equity, for any award the participant otherwise might have received under the PRP.
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