Release and Settlement Agreeme

Release and Settlement Agreement - Hasbro Inc., Dial Corp. and Herbert M. Baum(Jan 31, 2001)

RELEASE AND SETTLEMENT AGREEMENT
This Release and Settlement Agreement ("Settlement 
Agreement") is dated this 31st day of January, 2001 by and 
between Hasbro, Inc. ("Hasbro"), the Dial Corporation ("Dial") 
and Herbert M. Baum ("Baum").
WHEREAS, Baum and Hasbro entered into an Employment 
Agreement dated January 5, 1999 (the "Employment Agreement"); 
WHEREAS, Baum was employed by Hasbro commencing January 5, 
1999 until he resigned from Hasbro on or about August 5, 1999  
and accepted a position as Chief Executive Officer with Dial;
WHEREAS, a dispute arose between Hasbro, Dial and Baum with 
respect to a certain payment by Hasbro to Baum pursuant to 
Section 6.3 of the Employment Agreement; and 
WHEREAS, the parties hereto desire to resolve all disputes 
arising between themselves including, but not limited to, all 
disputes relating to the Employment Agreement, the employment 
relationship between Baum and Hasbro and the offer of employment 
made to Baum by Dial; 
NOW, THEREFORE, in consideration of the promises and 
conditions set forth herein, the sufficiency of which is hereby 
acknowledged, the parties hereto agree as follows:
1.  In exchange for (i) a payment to Baum by Hasbro in the 
amount of Seven Hundred Fifty Thousand Dollars ($750,000), which 
payment shall be made eight (8) days after receipt by Hasbro of 
this fully executed Settlement Agreement, provided that Baum 
does not revoke his acceptance of this Settlement Agreement 
within the seven day revocation period, and  (ii) Hasbro's 
forbearance of asserting claims against Baum,  Baum hereby 
fully, forever, irrevocably and unconditionally releases, 
remises and discharges Hasbro and its subsidiaries and 
affiliates and each of their current or former officers, 
directors, stockholders, attorneys, agents, or employees 
(collectively, the "Hasbro Released Parties") from any and all 
claims, charges, complaints, demands, actions, causes of action, 
suits, rights, debts, sums of money, costs, accounts, 
reckonings, covenants, contracts, agreements, promises, doings, 
omissions, damages, executions, obligations, liabilities and 
expenses (including attorneys' fees and costs), of every kind 
and nature, known or unknown, which he ever had or now has 
against the Hasbro Released Parties including, but not limited 
to, all claims arising out of Baum's employment with or 
separation from Hasbro, the Employment Agreement, all claims and 
damages relating to race, sex, national origin, handicap, 
religious, sexual orientation, benefits and age discrimination, 
all employment discrimination claims under Title VII of the 
Civil Rights Act of 1964, 42 U.S.C. Section 2000 et. seq., the 
Age Discrimination in Employment Act, 29 U.S.C. Section 621 et. 
seq., the Employee Retirement Income Security Act of 1974, 29 
U.S.C. Section 1001, et. seq., and the Americans with 
Disabilities Act, 42 U.S.C. Section 12101 et. seq., and similar 
state or local  statutes including but not limited to the R.I. 
Fair Employment Practices Act, R.I., Gen. Laws  Section 28-5-1, 
et. seq., all wrongful discharge claims, all common law claims 
including, but not limited to, actions in tort, defamation, 
breach of contract and any claims under any other federal, state 
or local statutes or ordinances not expressly referenced above.  
Notwithstanding the foregoing, in no event shall Baum be deemed 
by this Paragraph 1 to have released any rights to 
indemnification or contribution as provided by law or to any 
protection provided to Baum under Hasbro's directors' and 
officers' liability insurance policies.  In addition, a deferred 
compensation payment of Seven Hundred Thirteen Thousand One 
Hundred Thirty Six Dollars and Twenty Five Cents ($713,136.25) 
was made to Baum on January 19, 2001 pursuant to the Hasbro 
Deferred Compensation Plan and a pension payment of Four Hundred 
Eighty One Thousand Four Hundred Twenty Six Dollars and Eleven 
Cents ($481,426.11) will be paid to Baum in accordance with the 
Employment Agreement. 
2.  In exchange for Hasbro's forebearance of asserting 
claims against Dial and each of Dial's subsidiaries and 
affiliates and their current or former officers, directors, 
stockholders, attorneys, agents or employees (collectively, the 
"Dial Released Parties"), Dial hereby fully, forever, 
irrevocably and unconditionally releases, remises and discharges 
the Hasbro Released Parties from any and all claims, charges, 
complaints, demands, actions, causes of action, suits, rights, 
debts, sums of money, costs, accounts, reckonings, covenants, 
contracts, agreements, promises, doings, omissions, damages, 
executions, obligations, liabilities and expenses (including 
attorneys' fees and costs) of every kind and nature, known or 
unknown, which Dial has against  the Hasbro Released Parties 
including, but not limited to, all claims arising out of Baum's 
employment with or separation from Hasbro, the Employment 
Agreement, and all common law claims including, but not limited 
to, actions in tort, defamation, and breach of contract and any 
claims under any other federal, state or local statutes or 
ordinances.
 	
3.  In exchange for Baum's forbearance of asserting 
certain claims against Hasbro, Hasbro hereby fully, forever, 
irrevocably and unconditionally releases, remises and discharges 
Baum from any and all claims, charges, complaints, demands, 
actions, causes of action, suits, rights, debts, sums of money, 
costs, accounts, reckonings, covenants, contracts, agreements, 
promises, doings, omissions, damages, executions, obligations, 
liabilities and expenses (including attorneys' fees and costs) 
of every kind and nature, known or unknown, which Hasbro has 
against Baum including, but not limited to, all claims arising 
out of Baum's employment with or separation from Hasbro, the 
Employment Agreement, Dial's offer of employment to Baum and all 
common law claims including, but not limited to, actions in 
tort, defamation, and breach of contract and any claims under 
any other federal, state or local statutes or ordinances.
4.  In exchange for a payment to Hasbro by Dial in the 
amount of Three Hundred Seventy Five Thousand Dollars ($375,000) 
(the "Dial Payment"), which payment shall be wire transferred to 
Hasbro on the eighth (8th) day after receipt by Hasbro of this 
fully executed Settlement Agreement provided that Baum did not 
revoke his acceptance of the Settlement Agreement during the 
seven day revocation period, Hasbro hereby fully, forever, 
irrevocably and unconditionally releases, remises and discharges 
the Dial Released Parties from any and all claims, charges, 
complaints, demands, actions, causes of action, suits, rights, 
debts, sums of money, costs, accounts, reckonings, covenants, 
contracts, agreements, promises, doings, omissions, damages, 
executions, obligations, liabilities and expenses (including 
attorneys' fees and costs) of every kind and nature, known or 
unknown, which Hasbro has against the Dial Released Parties 
including, but not limited to, all claims arising out of Baum's 
separation from Hasbro, the Employment Agreement, Dial's offer 
of employment to Baum and all common law claims including, but 
not limited to, actions in tort, defamation and breach of 
contract and any claims under any other federal, state or local 
statutes or ordinances.
5.  Confidentiality.  The parties hereto understand and 
agree that the terms and contents
of this Agreement, and the contents of the negotiations and 
discussions resulting in this Agreement, shall be maintained as 
confidential, and none of the above shall be disclosed except to 
the extent required by federal or state law.
6.  Amendment.  This Agreement shall be binding upon 
the parties and may not be
modified in any manner, except by an instrument in writing of 
concurrent or subsequent date signed by a duly authorized 
representative of the parties hereto.  This agreement is binding 
upon and shall inure to the benefit of the parties and their 
respective agents, assigns, heirs, executors, successors and 
administrators.  
7.  Entire Agreement and Applicable Law.  This 
Agreement contains and constitutes the entire understanding and 
agreement between the parties hereto with respect to the 
settlement of claims the parties have against each other.  This 
Agreement cancels all previous oral and written negotiations, 
agreements, commitments, and writings in connection therewith.  
This Agreement shall be governed by the laws of the State of 
Rhode Island to the extent not preempted by federal law.
8.  Acknowledgments and Assent.  Baum acknowledges that he 
has been given at least
twenty-one (21) days to consider this Letter Agreement and that 
he was advised to consult with an attorney prior to signing this 
letter and has in fact consulted with counsel of his own 
choosing prior to executing this Settlement Agreement.  Baum may 
revoke this agreement for a period of seven (7) days after 
signing this letter, and the agreement shall not be effective or 
enforceable until the expiration of this seven (7) day 
revocation period.  Baum agrees that he has read this letter and 
understands the content herein, and freely and voluntarily 
assents to all of the terms herein.
     IN WITNESS WHEREOF, the parties hereto have executed this 
Release and Settlement Agreement as of the date set forth above.
HASBRO, INC.
By:  /s/ Harold J. Gordon
     --------------------
Title:  Vice Chairman
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THE DIAL CORPORATION
By:  /s/ Christopher J. Littlefield
     ------------------------------
Title:  Senior Vice President & General Counsel
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/s/ Herbert M. Baum
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Herbert M. Baum