Schedule 14a information


Download 0.49 Mb.
NameSchedule 14a information
page4/9
A typeSchedule
1   2   3   4   5   6   7   8   9

to Mr. Hassenfeld to improve the Company's future performance.
Carl Spielvogel (Chair), Alan R. Batkin, Norma T. Pace and Eli J. Segal as

members of the Compensation and Stock Option Committee of the Board of Directors

as of 2001 fiscal year end.
12
EXECUTIVE COMPENSATION
The following table summarizes compensation paid by the Company for

services rendered during 2001, 2000 and 1999 by the Chief Executive Officer of

the Company and the four most highly compensated executive officers of the

Company in 2001 other than the Chief Executive Officer.
SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION

---------------------------------------------- -----------------------------------------

OTHER RESTRICTED SECURITIES

NAME AND ANNUAL STOCK UNDERLYING ALL OTHER

PRINCIPAL POSITION YEAR SALARY(a) BONUS(a) COMPENSATION(b) AWARDS(c) OPTIONS(d) COMPENSATION(e)

------------------ ---- ---------- -------- --------------- ---------- ---------- ---------------
Alan G. Hassenfeld.......... 2001 $1,005,900 $ -- $ 32,945 $ -- 200,000 $63,581

Chairman of the Board 2000 1,005,900 -- 33,635 -- 70,000 90,760

and Chief Executive Officer 1999 1,005,900 452,990 33,488 -- 315,000 62,115
Alfred J. Verrecchia........ 2001 763,277 -- 12,394 -- 175,000 48,333

President and Chief 2000 665,201 -- 12,964 300,000 60,000 82,168

Operating Officer(f) 1999 665,201 662,000 14,613 -- 217,500 41,552
Brian Goldner............... 2001 532,134 400,000 517,618 -- 100,000 46,928

President, U.S. Toys(g) 2000 384,615 500,000 125,626 972,187 150,000 --
Harold P. Gordon............ 2001 583,100 209,916 27,466 -- -- 38,616

Vice Chairman 2000 583,100 250,000 26,879 -- 50,000 12,507

1999 583,100 320,000 27,272 -- 200,000 38,244
E. David Wilson............. 2001 541,828 375,000 3,681 -- 100,000 47,416

President, Games(h) 2000 519,200 248,437 4,698 150,000 50,000 46,381

1999 505,034 255,000 3,268 -- 152,500 27,124
---------------

(a) Includes amounts deferred pursuant to the Company's Retirement Savings Plan

and Nonqualified Deferred Compensation Plan (the "Deferred Compensation

Plan"). Represents, in the case of Mr. Gordon's 2000 bonus, a special award

made during 2000. Represents sign on and guaranteed bonuses paid to Mr.

Goldner as required by his employment agreement. See "Change of Control and

Employment Agreements" below. Mr. Goldner joined the Company during 2000.
(b) Includes the following amounts which were included in 2001 taxable income

for each named individual in connection with a program whereby a leased

automobile, or an automobile allowance, is provided to the executive by the

Company: $7,945 for Mr. Hassenfeld, $9,794 for Mr. Verrecchia, $860 for Mr.

Goldner, $5,666 for Mr. Gordon, and $2,781 for Mr. Wilson. Includes the

following amounts paid by the Company and included in 2001 taxable income in

connection with a program whereby certain financial planning and tax

preparation services are provided to the individual and paid for by the

Company: $25,000 for Mr. Hassenfeld, $2,600 for Mr. Verrecchia, $21,800 for

Mr. Gordon and $900 for Mr. Wilson. Also includes $516,758 of relocation

expenses reimbursed by the Company to Mr. Goldner in 2001.
Includes the following amounts which were included in 2000 and 1999 taxable

income for each named individual in connection with a program whereby a

leased automobile, or an automobile allowance, is provided to the executive

by the Company: $8,635 for Mr. Hassenfeld, $10,464 for Mr. Verrecchia,

$7,740 for Mr. Goldner, $7,879 for Mr. Gordon and $3,798 for Mr. Wilson for

2000; and $8,488 for Mr. Hassenfeld, $11,363 for Mr. Verrecchia, $6,372 for

Mr. Gordon and $2,253 for Mr. Wilson for 1999. Includes the following

amounts paid by the Company and included in 2000 and 1999 taxable income

whereby certain financial planning and tax preparation services are provided

to the individual and paid for by the Company: $25,000 for Mr. Hassenfeld,

$2,500 for Mr. Verrecchia, $19,000 for Mr. Gordon and $900 for Mr. Wilson

for 2000; and $25,000 for Mr. Hassenfeld, $3,250 for Mr. Verrecchia, $20,900

for Mr. Gordon and $1,015 for Mr. Wilson for 1999. Also includes 2000 moving

expenses of $117,886 for Mr. Goldner.
Does not include other personal benefits that do not in the aggregate exceed

$50,000 in any year for any individual.
13
(c) Generally, restricted stock vests three years after grant if the employee is

still employed by the Company on that date. In the case of Messrs.

Verrecchia and Wilson, the restricted stock awards were made in the form of

deferred restricted stock units, whereby the restricted shares are deemed to

be held in a deferred compensation account under the Company's Employee

Non-Qualified Stock Plan. The equivalent of cash dividends on said units are

deemed to be paid to the employee's account under the Deferred Compensation

Plan. To the extent that delivery of the actual shares to the employee after

vesting would constitute income as to which the Company would be denied a

deduction under Section 162(m) of the Internal Revenue Code, as amended (the

"Code") the affected number of units will continue to be deemed to be held

in the employee's deferred compensation account. Actual shares of restricted

stock issued to employees have ordinary dividend and voting rights, while

the holders of deferred restricted stock units have no voting rights with

respect to the shares of Common Stock deemed represented by such units. The

number and market value of restricted stock held by the applicable

individuals named above at December 30, 2001 (based upon the closing stock

price of $16.50 on December 28, 2001) were: Mr. Verrecchia, 20,000 and

$330,000; Mr. Goldner, 61,000 and $1,006,500; and Mr. Wilson, 10,000 and

$165,000.
(d) All share amounts are adjusted to reflect the 3 for 2 stock split, paid in

the form of a 50% stock dividend on March 15, 1999.
(e) Includes the individual's pro-rata share of the Company's matching

contribution to the savings account (or for 1999 the Company's contribution

to the profit sharing account) of each individual, excluding Mr. Goldner in

2000, under the Company's Retirement Savings Plan which is in part

contributed to the individual's account in the Retirement Savings Plan and,

to the extent in excess of certain Code maximums, deemed allocated to the

individual's account in the Company's unfunded Supplemental Benefit

Retirement Plan (the "Supplemental Plan"), which for 2001 amounted to

$60,354 for Mr. Hassenfeld, $45,797 for Mr. Verrecchia, $46,928 for Mr.

Goldner, $34,986 for Mr. Gordon, and $47,416 for Mr. Wilson, for 2000

amounted to $87,533 for Mr. Hassenfeld, $79,632 for Mr. Verrecchia, $9,207

for Mr. Gordon and $46,381 for Mr. Wilson, and for 1999 amounted to $56,388

for Mr. Hassenfeld, $36,516 for Mr. Verrecchia, $31,724 for Mr. Gordon and

$24,625 for Mr. Wilson. Effective January 1, 2000, the profit sharing

position of the Retirement Savings Plan was eliminated and the Company match

for contributions made by the employee to his or her savings account was

increased to 200% of the first 2% of compensation saved and 50% of the next

4% saved. The Company match was previously 25% of the first 6% of

compensation saved. Mr. Goldner did not participate in the Retirement

Savings Plan in 2000.
Also includes $3,227, $2,536, and $3,630 in premiums paid by the Company in

2001 for individual life insurance policies for Messrs. Hassenfeld,

Verrecchia and Gordon, respectively, $3,227, $2,536 and $3,300 in premiums

paid by the Company in 2000 for individual life insurance policies for

Messrs. Hassenfeld, Verrecchia and Gordon, respectively, and $3,227, $2,536

and $4,020 in premiums paid by the Company in 1999 for individual life

insurance policies for Messrs. Hassenfeld, Verrecchia and Gordon,

respectively.
(f) Mr. Verrecchia, formerly Executive Vice President, Global Operations and

Chief Financial Officer, was elected President, Chief Operating Officer and

Chief Financial Officer in 2000 and President and Chief Operating Officer in

2001.
(g) Mr. Goldner, formerly Senior Vice President and General Manager, U.S. Toys,

was elected President, U.S. Toys in 2001. Mr. Goldner joined the Company

during 2000.
(h) Mr. Wilson, formerly Senior Vice President and Sector Head, Games, was

elected President, Games in 2001.
* * *
14
The following table sets forth certain information regarding stock option

grants in 2001 to the individuals named above.
OPTION GRANTS IN LAST FISCAL YEAR

GRANT DATE

INDIVIDUAL GRANTS VALUE(a)

------------------------------------------------------- -------------

NUMBER OF % OF TOTAL

SECURITIES OPTIONS

UNDERLYING GRANTED TO EXERCISE

OPTIONS EMPLOYEES PRICE PER EXPIRATION GRANT DATE

NAME GRANTED(d) IN FISCAL YEAR SHARE DATE PRESENT VALUE

---- ---------- -------------- --------- ---------- -------------
Alan G. Hassenfeld............. 100,000(b) 2.8 $11.59 4/24/2011 $572,610

100,000(c) 2.8 $13.91 4/24/2011 519,530

Alfred J. Verrecchia........... 100,000(b) 2.8 $11.59 4/24/2011 572,610

75,000(c) 2.1 $13.91 4/24/2011 389,648

Brian Goldner.................. 100,000(b) 2.8 $11.59 4/24/2011 572,610

Harold P. Gordon............... -- N/A N/A N/A N/A

E. David Wilson................ 100,000(b) 2.8 $11.59 4/24/2011 572,610
---------------

(a) The Grant Date Present Values were determined using the standard application

of the Black-Scholes option pricing methodology using the following weighted

average assumptions: volatility 49.39%, dividend yield 1.04% and a risk free

interest rate of 5.01% based on the options being outstanding for

approximately six years. The Grant Date Present Values do not take into

account risk factors such as non-transferability and limits on

exercisability. In assessing the Grant Date Present Values indicated in the

above table, it should be kept in mind that no matter what theoretical value

is placed on an option on the date of grant, the ultimate value of the

option is dependent on the market value of the Common Stock at a future

date, and the extent if any, by which such market value exceeds the exercise

price on the date of exercise.
(b) These options are non-qualified, were granted at fair market value on the

date of grant, and vest in equal annual installments over three years. All

options become fully vested in the event of death, disability or retirement

at the optionee's normal retirement date and are exercisable for a period of

one year thereafter. An optionee taking early retirement may, under certain

circumstances, exercise all or a portion of the options unvested at his or

her early retirement date and may exercise such options for three months or

such longer period as the Committee may approve. Unless otherwise approved

by the Committee in its discretion, upon termination of employment for any

other reason, only options vested at the date of the termination may be

exercised, and are exercisable for a period of three months following

termination.
(c) These options were granted at 120% of fair market value on the date of

grant, and vest in equal annual installments over three years. All options

become fully vested in the event of death, disability or retirement at the

optionee's normal retirement date and are exercisable for a period of three

years thereafter. Unless otherwise approved by the Committee in its

discretion, upon termination of employment for any other reason, only

options vested at the date of the termination may be exercised, and are

exercisable for a period of six months following termination.
(d) All of these awards were granted pursuant to the Stock Incentive Performance

Plan. Upon a Change of Control, as defined in the Plan, all options become

immediately exercisable and, except as provided in the following sentence,

will be canceled in exchange for a cash payment in the amount of the

difference between the highest price paid for a share of Common Stock in the

transaction or series of transactions pursuant to which the Change of

Control shall have occurred or, if higher, the highest reported sales price

of a share of Common Stock during the sixty-day period immediately preceding

the date of the Change of Control. The Committee has the discretion, in

connection with certain Change of Control transactions, to take alternative

action such as converting the stock options into those of the resulting

corporation or settling them in shares of the stock of the Company or the

resulting corporation. Participants may exercise options and satisfy tax

withholding liabilities by payments in cash or by delivery of Common
15
Stock equal to the exercise price and the tax withholding liability. In

addition, participants may instruct the Company to withhold shares issuable

upon exercise in satisfaction of tax withholding liability.
* * *
The following table sets forth as to each of the named individuals: (a) the

number of exercisable and unexercisable options held on December 30, 2001, the

last day of the 2001 fiscal year; and (b) the value of such options at December

30, 2001 (based on the closing price of $16.50 on December 28, 2001). The number

of options set forth below correspond to the number of shares to which they

relate. None of the named individuals exercised any options during the 2001

fiscal year.
FISCAL YEAR END OPTION VALUES

NUMBER OF SECURITIES

UNDERLYING UNEXERCISED VALUE OF UNEXERCISED

OPTIONS IN-THE-MONEY OPTIONS

AT DECEMBER 30, 2001 AT DECEMBER 30, 2001

--------------------------- ---------------------------

NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE

---- ----------- ------------- ----------- -------------
Alan G. Hassenfeld........................... 1,398,000 480,000 $1,595,313 $839,684

Alfred J. Verrecchia......................... 1,011,875 377,000 1,326,750 762,122

Brian Goldner................................ 36,667 213,333 9,375 509,750

Harold P. Gordon............................. 595,900 182,500 413,515 64,060

E. David Wilson.............................. 384,041 253,334 71,421 555,060
* * *
LONG TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR(a)

PERFORMANCE OR

NUMBER OF OTHER PERIOD UNTIL

SHARES, UNITS OR MATURATION OR

NAME OTHER RIGHTS PAY OUT THRESHOLD TARGET MAXIMUM

---- ---------------- ------------------ --------- ------ -------
1   2   3   4   5   6   7   8   9

Related:

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information

Schedule 14a information iconSchedule 14a information




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search