Employee Stock Ownership Plan (ESOP). Company and Executive agree that Executive will be eligible for allocations in accordance with the terms of the ​ Employee Stock Ownership Plan.

ESOP means an employee stock ownership plan that meets the requirements of Code Section 4975(e)(7) and IRS Regulation 54.4975-11. Effective ​, as a result of the sale of Company Stock to Dai-ichi Life, the ESOP component of the Plan will be converted so that no Company Stock is held by the Plan, and said ESOP component shall be merged into the 401(k) component of the Plan.

ESOP – The portion of the Plan that is designed to invest primarily in Common Stock and is intended to satisfy the requirements of a non-leveraged employee stock ownership plan set forth in Code Sections 401(a), 409, and 4975(e)(7). The ESOP consists of all amounts credited to Participants’ Accounts that are invested in Common Stock from time to time.

§401(a)(35)(E)(iv) or an employee stock ownership plan ("ESOP") as defined in Code §4975(e)(7) if: # the ESOP holds no contributions (or related earnings) that are (or were ever) subject to Code §§401(k) or 401(m); and # the ESOP is a separate plan, for purposes of Code §414(l), from any other defined benefit plan or defined contribution plan maintained by the same employer or employers. Except as provided in Regulation §1.401(a)(35)-1(f)(2)(iv) or in Code §401(a)(35)(F)(ii) (relating to certain controlled

“ESOP Make-Up Credit” shall mean for any Plan Year, the amount of any reduction in contributions that would be made for such Year for the benefit of the Participant under the Arrow Electronics Stock Ownership Plan (“ESOP”) but for the Participant’s deferral election under this Plan for such Year. After ​, ESOP Make-Up Credits are no longer made to this Plan.

Stock Ownership. Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Treas. Reg. § 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the individual who holds the option.

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, effective as of ​ as it may be amended from time to time by the Board in the future (the “Stock Ownership Policy”), then the receipt of any incentive compensation under the Plan 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 compensation that otherwise might be payable under the Plan, 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 Plan.

Medtronic’s policy requires you to maintain Medtronic stock equal to six (6) times annual salary. Unless noted otherwise by an equity grant agreement, you must retain 75% of the after-tax shares following settlement of equity compensation awards, including stock option exercises and restricted stock vesting, until the stock ownership requirement is met.

Stock Ownership Policy. If you are an Executive Officer of the Company or a member of its Operating Committee, as a condition to receiving this Award, you agree that you are subject to the Company’s stock ownership policy, as may be amended from time to time, and that as a result, you may be required to hold, including after your retirement, all or a portion of any shares of Common Stock issued to you pursuant to this Award in order to achieve compliance with such stock ownership policy.

Stock Ownership Guidelines. The guidelines for stock ownership are revised, and, as a consequence, [Section 4.16] of the Employment Agreement (regarding “Stock Ownership”) is amended and restated in its entirety, to read: