{"id":38748,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-for-non-employee-directors-mattel.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-for-non-employee-directors-mattel","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-for-non-employee-directors-mattel.html","title":{"rendered":"Deferred Compensation Plan for Non-Employee Directors &#8211; Mattel Inc."},"content":{"rendered":"<pre>\n                                  MATTEL, INC.\n                           DEFERRED COMPENSATION PLAN\n                           FOR NON-EMPLOYEE DIRECTORS\n\n \n                               TABLE OF CONTENTS\n\n\n                                                                        Page\n                                                                        ----\n                                                                   \n1.    Eligibility......................................................... 1\n\n2.    Participation....................................................... 1\n      (a)      Election to Participate.................................... 1\n      (b)      Enrollment Form............................................ 1\n\n3.    Deferred Compensation Accounts...................................... 2\n      (a)      Investment Election........................................ 2\n      (b)      Stock Equivalent Account................................... 2\n               (i)     Determination of Credited Amounts.................. 2\n               (ii)    Recapitalization or Reorganization of\n                       Company............................................ 3\n               (iii)   Shares Subject to Plan............................. 3\n      (c)      Interest Accrual Account................................... 3\n      (d)      Change of Investment Elections............................. 3\n               (i)     Future Deferrals................................... 3\n               (ii)    Prior Deferrals.................................... 3\n               (iii)   Transition Election................................ 4\n      (e)      Administrative Discretion.................................. 4\n\n4.    Distribution........................................................ 4\n      (a)      Distribution Election...................................... 4\n      (b)      Distribution Options....................................... 4\n      (c)      Form of Distributions...................................... 4\n      (d)      Competitive Activity....................................... 5\n      (e)      Death...................................................... 5\n      (f)      Installment Distributions.................................. 5\n      (g)      Prior Agreements Superseded................................ 5\n      (h)      Withdrawals................................................ 5\n\n5.    Miscellaneous....................................................... 6\n      (a)      Assignment Prohibited...................................... 6\n      (b)      Benefits Unfunded.......................................... 6\n      (c)      Grantor Trust.............................................. 6\n      (d)      Plan Year.................................................. 7\n      (e)      Nonforfeitable Benefit..................................... 7\n      (f)      Amendment.................................................. 7\n      (g)      Termination................................................ 7\n      (h)      Withholding................................................ 7\n\n\n                                      -i-\n\n                                       \n \n\n<font size=\"2\">\n                                                                        Page\n                                                                        ----\n                                                                    \n      (i)      Governing Law.............................................. 8\n      (j)      Gender, Tense, and Headings................................ 8\n      (k)      Successors and Assigns..................................... 8\n      (l)      Receipt or Release......................................... 8\n      (m)      Plan Administrator......................................... 8\n\n6.    Definitions......................................................... 9\n      (a)      Account.................................................... 9\n      (b)      Administrator.............................................. 9\n      (c)      Assumed Accounts........................................... 9\n      (d)      Beneficiary................................................ 9\n      (e)      Board...................................................... 9\n      (f)      Change in Control.......................................... 9\n      (g)      Combined Voting Power......................................10\n      (h)      Company....................................................10\n      (i)      Deferrals..................................................10\n      (j)      Effective Date.............................................10\n      (k)      Enrollment Form............................................10\n      (l)      Exchange Act...............................................10\n      (m)      Independent Plan Administrator.............................10\n      (n)      Participant................................................10\n      (o)      Person.....................................................11\n      (p)      Plan.......................................................11\n      (q)      Plan Year..................................................11\n      (r)      Prior Agreement............................................11\n      (s)      Severance..................................................11\n      (t)      Transaction................................................11\n      (u)      Valuation Date.............................................11\n      (v)      Voting Securities..........................................11\n<\/font>\n\n                                     -ii-\n\n                                       \n \n                                  MATTEL, INC.\n                           DEFERRED COMPENSATION PLAN\n                           FOR NON-EMPLOYEE DIRECTORS\n\n 1.       Eligibility\n\n          Each member of the Board of Mattel, Inc. ('Company') who is not an\nemployee of the Company, or of any of its subsidiaries, is eligible to\nparticipate in this Deferred Compensation Plan for Non-Employee Directors\n('Plan').  This Plan includes account balances attributable to certain Directors\nwho, prior to the date of adoption of this Plan, were parties to individual\ndeferred compensation agreements with the Company under the terms of a Prior\nAgreement. This Plan constitutes an amendment and restatement that supersedes\nany such Prior Agreements and the obligations to any Director under any such\nPrior Agreement shall be assumed under this Plan ('Assumed Accounts').  Any such\nDirector previously covered by an individual agreement who has Assumed Accounts\nunder this Plan shall continue to accrue amounts attributable to dividends and\nappreciation on any hypothetical shares of Common Stock in the Stock Equivalent\nAccount portion as provided in this Plan and to accrue interest on any Interest\nAccrual Account portion, notwithstanding that such Director is ineligible to or\ndoes not otherwise participate in this Plan.\n\n 2.       Participation\n\n          (a)  Election to Participate.  Prior to the beginning of any calendar\n               -----------------------                                         \nyear, or, in the case of newly elected Directors, within 30 days of such\nelection, each eligible Director may elect to participate in the Plan by\ndirecting that all or any part of the compensation which would otherwise have\nbeen payable currently for services as a Director (including fees payable for\nservices as a member of a committee of the Board) during such calendar year, or,\nin the case of newly elected Directors, during the remainder of such calendar\nyear, shall be credited to a deferred compensation account ('Account') subject\nto the terms of the Plan.  With respect to calendar year 1998, the year this\nPlan is adopted, each eligible Director shall have a period of 60 days after the\nadoption of this Plan to elect to participate in the Plan with respect to\ncompensation payable after the date of election.\n\n          (b)  Enrollment Form.  Such an election to participate in the Plan\n               ---------------                                              \nshall be in the form of an enrollment form ('Enrollment Form') executed by the\nDirector and the Company and filed with the Secretary of the Company or his or\nher delegate.  The specifications of this Plan that apply to any participating\nDirector are contained in such separate Enrollment Form executed by the Company\nand the Participant.  The Enrollment Form constitutes a part of this Plan and\nits terms are incorporated into the Plan.  An election related to fees otherwise\npayable currently in any calendar year shall become irrevocable on the last day\nprior to the beginning of such calendar year, or, in the case of new Directors,\non the 30th day after becoming a Director.  An election shall continue until a\nDirector ceases to be a Director or until he or she terminates or modifies such\nelection by written notice.  Any such termination or modification shall become\neffective as of the end of the calendar year in which such notice is  given with\nrespect to all fees otherwise payable in subsequent calendar years.  A Director\nwho has filed a \n\n \ntermination of election may thereafter again file an election to\nparticipate for any calendar year or years subsequent to the filing of such\nelection.\n\n 3.       Deferred Compensation Accounts\n\n          (a)  Investment Election.  At the time of election to participate in\n               -------------------                                            \nthe Plan under Section 2(a) above, a Director shall also designate the\npercentage of such Deferrals to be credited to the Stock Equivalent Account\nportion of the Director's Account and the percentage to be credited to the\nInterest Accrual Account portion of such Account.\n\n          (b)  Stock Equivalent Account.\n               ------------------------ \n\n               (i)  Determination of Credited Amounts. Deferrals credited to the\n                    ---------------------------------\nStock Equivalent Account portion of a Director's Account shall be applied on the\nlast business day of the month in which occurs the date the related compensation\nis or would be otherwise paid to the hypothetical purchase of whole shares of\nCommon Stock determined by dividing the amount of such compensation by the price\nof a share of the Company's common stock, par value $1.00 per share (the 'Common\nStock'). Amounts remaining after the hypothetical purchase of whole shares of\nCommon Stock shall be credited to the Interest Accrual Account until the next\nValuation Date when the remaining principal amount shall be credited to the\nStock Equivalent Account and applied to the hypothetical purchase of Common\nStock. The Director's Account (including any portion of an Assumed Account\nrepresented by the Stock Equivalent Account) shall also be credited on the last\nbusiness day of the month in which cash dividends are paid with a hypothetical\nnumber of shares of Common Stock equivalent to any cash dividend payment on the\nnumber of shares of Common Stock equal to the number of hypothetical shares of\nCommon Stock in the Director's Stock Equivalent Account on the record date for\nsuch dividend. Such amount shall then be converted to a number of additional\nhypothetical shares determined by dividing such amount by the price of a share\nof Common Stock. The price of a share of Common Stock on the last day of the\nmonth in which occurs any compensation or dividend payment date shall be the\nclosing price of a share of Common Stock for the last trading day in that month.\nThe closing price for each day shall be the last sale price, regular way, or, in\ncase no such sale takes place on such day, the average of the closing bid and\nasked prices, regular way, in either case as reported in the principal\nconsolidated transaction reporting system with respect to securities listed or\nadmitted to trading on the New York Stock Exchange or, if the Common Stock is\nnot listed or admitted to trading on the New York Stock Exchange, as reported in\nthe principal consolidated transaction reporting system with respect to\nsecurities listed on the principal national securities exchange on which the\nCommon Stock is listed or admitted to trading on any national securities\nexchange, the last quoted price or, if not so quoted, the average of the high\nbid and low asked prices in the over-the-counter market, as reported by the\nNational Association of Securities Dealers, Inc. Automated Quotations System\n('NASDAQ') or such other system then in use, or, if on any such date the Common\nStock is not quoted by any such organization, the average of the closing bid and\nasked prices as furnished by the professional market maker making a market in\nthe Common Stock.\n\n \n               (ii)   Recapitalization or Reorganization of Company.  In the\n                      ---------------------------------------------         \nevent of any change in outstanding Common Stock by reason of any stock dividend\nor split, recapitalization, merger, consolidation, combination or exchange of\nshares, spin-off or other similar corporate change, the Board shall make such\nadjustments, if any, that it deems appropriate in the number of hypothetical\nshares of Common Stock then credited to Directors' Accounts (including any\nportion of an Assumed Account represented by the Stock Equivalent Account).  Any\nand all such adjustments shall be conclusive and binding upon all parties\nconcerned.\n\n               (iii)  Shares Subject to Plan.  The maximum number of\n                      ----------------------                        \nhypothetical shares of Common Stock that may be maintained in the Stock\nEquivalent Account portion of all Directors' Accounts may not exceed two million\nshares (including any portion of an Assumed Account represented by the Stock\nEquivalent Account).  This number is subject to adjustment to take into\nconsideration adjustment in the number of outstanding shares of Common Stock as\ndescribed in the preceding Section 3(b)(ii).\n\n          (c)  Interest Accrual Account.  Deferrals credited to the Interest\n               ------------------------                                     \nAccrual Account portion of a Director's Account (including any portion of an\nAssumed Account represented by the Interest Accrual Account) shall bear interest\nfrom the last day of the month in which occurs the date the related compensation\nis or would otherwise be paid.  The interest credited will be compounded monthly\nand credited at the end of each Valuation Date.  For all amounts, whenever\ncredited, the rate of interest credited thereon, as of the end of each Valuation\nDate ending after the date of adoption of this Plan by the Board, shall be\ndetermined by and may be changed by the Administrator, in its sole discretion,\nfrom time to time.  The initial interest rate credited to the Interest Accrual\nAccount shall be equal to 125% of the average annual yield as of the beginning\nof the calendar year for U. S. Treasury notes with maturities of ten years. The\napplicable Treasury interest rate shall be determined annually by the Chief\nFinancial Officer or Controller of the Company as of the beginning of the\ncalendar year, based on an official publication of a U. S. government agency.\nAny change in such interest rate or the manner of determining the interest rate\nshall take effect only for accruals of interest after the change is approved by\nthe Administrator.\n\n           (d)  Change of Investment Elections.\n                ------------------------------ \n\n                (i)  Future Deferrals. An election to invest Deferrals in a\n                     ---------------- \nStock Equivalent Account or an Interest Accrual Account may be changed\nprospectively once each year, in the manner and at the time specified by the\nAdministrator, by giving not less than ten (10) days advance notice in writing\nof such election to the Secretary of the Company on a form designated by the\nPlan Administrator for such purpose. Such change, if timely, shall be effective\nwith respect to amounts deferred following the month in which such election is\nreceived and thereafter.\n\n               (ii)  Prior Deferrals.  Except as permitted in Section\n                     ---------------                                 \n3(d)(iii) hereof, no part of the amounts previously credited to a Director's\nStock Equivalent Account or Interest Accrual Account may be transferred between\nAccounts.\n\n \n               (iii) Transition Election.  Notwithstanding anything to the\n                     -------------------                                  \ncontrary in Section 3(d)(ii) hereof, any Director previously covered by an\nindividual agreement who has Assumed Accounts under this Plan shall have a\nperiod of 60 days after the adoption of this Plan to transfer amounts previously\ncredited to such Director's Interest Accrual Account to such Director's Stock\nEquivalent Account.\n\n          (e)  Administrative Discretion.  The Administrator may determine at\n               -------------------------                                     \nany time in its sole discretion that no additional Deferrals shall be credited\nto the Stock Equivalent Account of any Director.  In the event all Stock\nEquivalent Accounts are frozen, additional Deferrals will be credited to the\nInterest Accrual Account until such time as the Administrator permits a change\nin election.\n\n 4.       Distribution\n\n          (a)  Distribution Election.  At the time of election to participate in\n               ---------------------                                            \nthe Plan, a Director shall also make elections with respect to the timing and\nmethod of distribution (during the Director's lifetime or in the event of the\nDirector's death) of amounts deferred under the Plan, plus accumulated earnings.\nSuch elections shall be contained in the document referred to in Section 2(b),\nexecuted by the Director and filed with the Secretary of the Company, or his or\nher delegate.  The election with respect to the method of distribution during\nthe Director's lifetime of fees for any calendar year shall become irrevocable\non the last day prior to the beginning of such calendar year.  The election\nrelated to the distribution in the event of the Director's death, including the\ndesignation of a Beneficiary or Beneficiaries, may be changed by the Director at\nany time, by filing the appropriate document with the Secretary of the Company.\n\n          (b)  Distribution Options.  A Director may elect to receive amounts\n               --------------------                                          \ncredited to his or her Account in one payment or in ten (10) equal annual\ninstallments; provided, however, that the number of annual installments may not\nextend beyond the life expectancy of the Director, determined as of the date the\nfirst installment is paid.  The election shall direct that the first installment\n(or the single payment if the Director has so elected) be paid no later than\nMarch 30 of the Plan Year following either (i) the Plan Year in which the\nDirector has a Severance and ceases to be a Director of the Company, or (ii the\nlater of (i) above or the year in which the Director attains the age specified\nin such election, which age shall not be later than age 72.  Each distribution\nshall be made pro-rata from amounts credited to the Interest Accrual Account\nportion and to the Stock Equivalent Account portion of the Director's Account on\nthe applicable payment date.  Each distribution shall be determined by\nmultiplying the value of the Director's Account by a fraction.  The numerator of\nthe fraction shall be 1 and the denominator of the fraction shall be the number\nof annual installments remaining to be paid.\n\n          (c)  Form of Distributions.  All distributions from the Interest\n               ---------------------                                      \nAccrual Account shall be in cash.  All distributions from the Stock Equivalent\nAccount shall be in shares of Common Stock equal in value to the value of the\nStock Equivalent Account.  For this purpose, the value of the Stock Equivalent\nAccount distributed on any payment date shall be determined \n\n \nby multiplying the number of such hypothetical shares of Common Stock allocated\nto the Stock Equivalent Account by the price of a share of Common Stock, as\ndetermined pursuant to Section 3(b)(i) with respect to the valuation period\nending coincident with or immediately prior to the date of the distribution. In\nno event shall the Company be required to issue fractional shares in connection\nwith a distribution of a Director's Stock Equivalent Account. The value of\nfractional hypothetical shares of Common Stock shall be distributed in cash.\n\n          (d)  Competitive Activity.  Notwithstanding an election pursuant to\n               --------------------                                          \nSection 4(a), in the event a Director engages in any competitive activity, as\ndetermined in accordance with and pursuant to the terms and conditions of the\nCompany's non-competition guidelines, the entire balance in the Director's\nAccount, including earnings, shall be paid immediately in a single payment.\n\n          (e)  Death.  A Director may elect that, in the event the Director\n               -----                                                       \nshould die before full payment of all amounts credited to the Director's\nAccount, the balance of the Account shall be distributed according to the method\ndesignated by the Director pursuant to Section 4(a) hereof to the Beneficiary or\nBeneficiaries designated in writing by the Director, or if no designation has\nbeen made, to the estate of the Director.  The first installment (or the single\npayment if the Director has so elected) shall be paid on the first day of the\ncalendar year following the year of death.  The Board or the\nCompensation\/Options Committee thereof may, in its sole discretion, decide to\naccelerate the timing of such payments in any manner deemed appropriate.  In\nconnection with such decision, the Board or the Committee may (but shall not be\nrequired to) take into consideration the desire(s) of the Beneficiary or\nBeneficiaries of such deceased Director.\n\n          (f)  Installment Distributions.  Installments subsequent to the first\n               -------------------------                                       \ninstallment to the Director, or to a Beneficiary or to the Director's estate,\nshall be paid on the first business day of each succeeding calendar year until\nthe entire amount credited to the Director's Account shall have been paid.  The\nbalance of the Account held pending distribution shall continue to be credited\nwith earnings, determined in accordance with Section 3.\n\n          (g)  Prior Agreements Superseded.  Payments of amounts credited to a\n               ---------------------------                                    \nDirector's Account under this Plan shall not be duplicative of payments, if any,\nreceived by a Director under any Prior Agreement that became subject to this\nPlan as Assumed Accounts which payments shall be a complete offset to any\npayments under this Plan.  The Board may, as a prerequisite to the commencement\nof any installments or lump-sum payment to any Director or Beneficiary under\nthis Plan, obtain a written acknowledgment, in a form reasonably satisfactory to\nthe Board, that such installments or payment represent a complete satisfaction\nof any amounts deferred or earnings accrued under the prior individual deferred\ncompensation agreement.\n\n          (h)  Withdrawals.  A Director (or former Director) participating in\n               -----------                                                   \nthe Plan may at any time elect to receive a distribution of all or any portion\nof the Interest Accrual Account credited to his or her Account under the Plan\n(less a substantial penalty).  Amounts credited to the Stock Equivalent Account\nshall not be available for distribution under this Subsection (h). \n\n \nRequests for distributions shall be submitted in writing (on a form approved for\nthat purpose) to the Secretary of the Company or his or her delegate specifying\nthe amount to be withdrawn. Distributions from the Director's (or former\nDirector's) Interest Accrual Account under the Plan pursuant to this Subsection\n(h) will at all times be subject to (i) reduction for applicable state or\nfederal income tax withholdings, if any, and (ii a substantial penalty equal to\nat least six percent (6%) of the amount of the requested withdrawal. The\nAdministrator, upon reasonable notice to Participants, may change the penalty\npercentage to which withdrawals are subject, provided such penalty shall never\nbe less than six percent (6%). The amount of any penalty shall be treated as a\nforfeiture and shall not be subject to reinstatement. Distributions pursuant to\nthis Subsection (h) shall be payable in a single lump sum, in cash, within\nthirty (30) days of submission of the completed distribution form. The Company\nand the Administrator shall be released from any further liability for the\nwithdrawn benefit amount and the penalty amount. In addition, a Participant who\nmakes a withdrawal shall not be eligible to make additional Deferrals to this\nPlan during the calendar year in which the withdrawal is made and the next\nfollowing calendar year.\n\n 5.       Miscellaneous\n\n          (a)  Assignment Prohibited.  The right of a Director to any deferred\n               ---------------------                                          \nfees and\/or earnings thereon shall not be subject to assignment by the Director.\n\n          (b)  Benefits Unfunded.  Except as provided in Section 5(c), the\n               -----------------                                          \nbenefits provided by this Plan shall be unfunded.  All amounts payable under\nthis Plan to the participating Directors shall be paid from the general assets\nof the Company, and nothing contained in this Plan shall require the Company to\nset aside or hold in trust any amounts or assets for the purpose of paying\nbenefits to any Director.  This Plan shall create only a contractual obligation\non the part of the Company, and participating Directors shall have the status of\na general unsecured creditor with respect to the benefit obligations hereunder\nor any other obligation of the Company to pay benefits pursuant hereto.  Any\nfunds of the Company available to pay benefits pursuant to the Plan shall be\nsubject to the claims of general creditors of the Company, and may be used for\nany purpose by the Company.\n\n          (c)  Grantor Trust.  Although the Company is responsible for the\n               -------------                                              \npayment of all benefits under the Plan, the Company may, in its discretion,\ncontribute funds or assets (including insurance policies on the life of any or\nall Participants and securities issued by the Company) to a grantor trust for\nthe purpose of paying benefits under this Plan and to assist it in accumulating\nshares of Common Stock and cash needed to fulfill its obligations under this\nPlan in the event of a Change in Control.  Such trust may be irrevocable, but\nassets of the trust shall be subject to the claims of creditors of the Company\nor any adopting affiliate.  To the extent any benefits provided under the terms\nof the Plan are actually paid from the trust, the Company or such adopting\naffiliate shall have no further obligation with respect thereto.  To the extent\nany benefits provided under the terms of the Plan are not paid from the trust,\nsuch benefits shall remain the obligation of and shall be paid by the Company or\nthe adopting affiliate.  References to payments by the Company shall be deemed\nto include payments by the Company or by an adopting affiliate, as the context\nmay require.  The participating Directors \n\n \nshall have the status of unsecured creditors insofar as their legal claim for\nbenefits under the Plan and the participating Directors shall have no security\ninterest or preferred claim in or to the assets of any such grantor trust.\n\n          (d)  Plan Year.  The period with respect to which the records of the\n               ---------                                                      \nPlan are maintained (the 'Plan Year') shall be the twelve consecutive month\nperiod ending December 31.  The Controller of the Company shall, at least\nannually at the end of each Plan Year, prepare and distribute written reports to\nthe participating Directors and to the Compensation\/Options Committee of the\nBoard that set forth the amounts or the number of hypothetical shares of Common\nStock credited to each Director's Account.\n\n          (e)  Nonforfeitable Benefit.  A participating Director's interest in\n               ----------------------                                         \nhis Account shall at all times be 100% vested and nonforfeitable.\n\n          (f)  Amendment.  The Company shall have the right to amend this Plan\n               ---------                                                      \nin whole or in part from time to time by resolution of the Board, and to amend\nand cancel any amendments; provided, however, that no action under this Section\nshall cancel or reduce the amount of the Director's previously accrued vested\nbenefits.  An amendment shall be in writing and be adopted by the Board.  The\naction of the Board adopting any amendment may, but is not required to, be\nevidenced by the execution of such amendment by a duly authorized officer of the\nCompany.  The participating Directors shall be bound thereby.\n\n          (g)  Termination. The Company expects to continue this Plan\n               -----------                                           \nindefinitely, but does not obligate itself to do so.  The Company reserves the\nright to discontinue and terminate the Plan at any time, for any reason\n(including a change, or an impending change, in the tax laws of the United\nStates or of any state), by resolution of the Board.  Termination of the Plan\nshall be binding on the participating directors, but in no event may such\ntermination reduce the Directors' previously accrued vested benefits.  If this\nPlan is terminated, the Directors' previously accrued vested benefits shall be\npaid as soon as reasonably practicable after the first day of the month\nfollowing the termination.\n\n          (h) Withholding.  If the whole or any part of any Director's benefit\n              -----------                                                     \nshall become liable for the payment of any estate, inheritance, income,\nemployment or other tax which the Company is required to pay or withhold, the\nCompany shall have the full power and authority to withhold and pay such tax out\nof any monies or other property in its hand for the benefit of the Director\nwhose benefits hereunder are so liable.  Prior to making any payment, the\nCompany may require such releases or other documents from any lawful taxing\nauthority as it shall deem necessary.  To the extent benefits paid hereunder are\nwages or compensation, the Company shall be entitled to deduct, withhold and pay\nany applicable income or employment taxes from amounts otherwise payable to a\nparticipating Director hereunder.\n\n \n          (i) Governing Law.  This Plan shall be construed, administered, and\n              -------------                                                  \ngoverned in all respects in accordance with the laws of the State of California.\nIf any provisions of this instrument shall be held by a court of competent\njurisdiction to be invalid or unenforceable, the remaining provisions hereof\nshall continue to be fully effective.\n\n          (j) Gender, Tense, and Headings.  In this Plan, whenever the context\n              ---------------------------                                     \nso indicates, the singular or plural number and the masculine, feminine, or\nneuter gender shall be deemed to include the other.  Headings and subheadings in\nthis Plan are inserted for convenience of reference only and are not considered\nin the construction of the provisions hereof.\n\n          (k) Successors and Assigns.  This Plan shall inure to the benefit of,\n              ----------------------                                           \nand be binding upon, the parties hereto and their successors and assigns;\nprovided, however, subject to the provisions of applicable law regarding\ndomestic relations orders, that the benefits hereunder shall not be assignable\nor transferable and, except as provided by Section 5(h), any purported transfer,\nassignment, encumbrance, or attachment thereof shall be void and of no effect.\nIn the event of a dispute involving any individual's right to receive the\nbenefit hereunder, the Company may enter an interpleader action.  Payment of\nthe benefit to a court of competent jurisdiction with proper notice to the\nappropriate parties in dispute shall be in full satisfaction of all claims\nagainst the Company as to the Plan, and shall be equivalent to a receipt and\nrelease.\n\n          (l) Receipt or Release.  Any payment to a Director or Beneficiary in\n              ------------------                                              \naccordance with the provisions of this Plan shall, to the extent thereof, be in\nfull satisfaction of all claims against the Company, and the Administrator may\nrequire such Participant, as a condition precedent to such payment, to execute a\nreceipt and release to such effect.  Amounts owed to the Company by any\nparticipating Director may be setoff from the benefits distributed under this\nPlan, provided the Administrator designates the amount and description of the\nsetoff amounts and any such setoff shall be treated as a distribution that\nsatisfies the corresponding distribution obligation under this Plan.\n\n          (m)  Plan Administrator.  The Compensation\/Options Committee of the\n               ------------------                                            \nBoard shall be the Plan Administrator and shall have discretionary authority to\nconstrue and interpret the Plan terms and to make all determinations relating to\nits administration, including the determination of disputed benefit claims.\nAction of the Administrator may be taken with or without a meeting; provided,\nhowever, that any action shall be taken only upon the vote or other affirmative\nexpression of a majority of the Committee members qualified to vote with respect\nto such action.  If a member of the Committee is a participant whose benefits\nare subject to the Plan, such member shall not participate in any decision which\nsolely affects his \n\n \nor her status as a participant. In the event the Compensation\/Options Committee\nbecomes deadlocked on the determination of any disputed benefit claim, the\ndetermination of such claim shall be determined by the full Board. The Committee\nor the Board, as the case may be, shall be authorized to adopt rules and\nprocedures relating to its duties under the Plan. If the Company creates a trust\nas described in Section 6.2 hereof, and, if such trust provides for an\nIndependent Plan Administrator, then, following a Change in Control of the\nCompany, the Independent Plan Administrator (or any successor Independent Plan\nAdministrator) under the trust shall serve as Administrator of this Plan, so\nlong as such entity is serving as Independent Plan Administrator under the\ntrust.\n\n 6.       Definitions\n\n          (a) Account.  The record maintained by the Administrator to determine\n              -------                                                          \neach Participant's interest under this Plan.  Such Account may be divided into\nsubaccounts and shall be reflected as a book reserve entry in the Company's\naccounting records.\n\n          (b) Administrator.  The Compensation\/Options Committee of the Board\n              -------------                                                  \ndesignated pursuant to Section 5(m) to manage and administer the Plan.\n\n          (c) Assumed Accounts.  The amount of deferred compensation credited\n              ----------------                                               \nunder a Prior Agreement that is automatically credited to and governed by the\nterms of this Plan.\n\n          (d) Beneficiary.  The person or persons (natural or otherwise)\n              -----------                                               \ndesignated by a Participant in accordance with Section 4(a) to receive any\nundistributed benefits under the Plan at the time of the Participant's death.\n\n          (e) Board.  The Board of Directors of the Company or the Compensation\n              -----                                                            \nand Options Committee of the Board of Directors.\n\n          (f) Change in Control.  A 'Change in Control' shall be deemed to have\n              -----------------                                                \noccurred on:\n\n              (i)   The 'Distribution Date' as that term is defined in Section\n1(h) of the Company's Rights Agreement dated February 7, 1992, as it may be\namended from time to time. The definition of 'Distribution Date' contained in\nthe Company's Rights Agreement shall continue to apply, notwithstanding the\nexpiration or termination of that agreement; or\n\n              (ii)  The date (during any period of two consecutive calendar\nyears) that individuals who at the beginning of such period constituted the\nCompany's Board cease for any reason (other than natural causes, including\ndeath, disability or retirement) to constitute a majority thereof; or\n\n              (iii) The date the stockholders of the Company approve:\n\n                    (A)  A plan of complete liquidation of the Company;\n\n \n                    (B)  An agreement for the sale or disposition of all or\nsubstantially all of the assets of the Company; or\n\n                    (C)  A merger, consolidation, or reorganization of the\nCompany with or involving any other corporation, other than a merger,\nconsolidation, or reorganization that would result in the voting stock of the\nCompany outstanding immediately prior thereto continuing to represent (either by\nremaining outstanding or by being converted into voting stock of the surviving\nentity) at least eighty percent (80%) of the combined voting power of the stock\nthat is outstanding immediately after the merger, consolidation, or\nreorganization, unless the Board of the Company determines by a majority vote\nprior to the merger, consolidation, or reorganization that no Change in Control\nwill occur as a result of such transaction; or\n\n              (iv)  The date a 'Change in Control' occurs within the meaning of\nthe term defined in the grantor trust agreement established under Section 6.2\nhereof.\n\n     (g) Combined Voting Power.  The aggregate votes entitled to be cast\n         ---------------------                                          \ngenerally in the election of directors of a corporation by holders of then\noutstanding Voting Securities of such corporation.\n\n     (h) Company.  Mattel, Inc., a Delaware corporation.\n         -------                                        \n\n     (i) Deferrals.  The amount credited to the Participant's Account under\n         ---------                                                         \nthis Plan to reflect his interest in the Plan attributable to his elective\ndeferrals of Directors' fees.\n\n     (j) Effective Date.  The Effective Date of this Plan shall be July 1,\n         --------------                                                   \n1998.\n\n     (k) Enrollment Form.  The form executed by the Company and the\n         ---------------                                           \nParticipant which sets forth the Participant's Deferral elections and other\nspecifications of this Plan applicable to the Participant.\n\n     (l) Exchange Act.  The Securities Exchange Act of 1934, as amended\n         ------------                                                  \nfrom time to time, or any successor statute.\n\n     (m)  Independent Plan Administrator.  A person, persons or entity\n          ------------------------------                              \nwhich, prior to a Change in Control has accepted in writing the position of\nIndependent Plan Administrator under the grantor trust agreement established\nunder Section 5(c) hereof.  The appointment of the Independent Plan\nAdministrator shall be determined under the provisions of the grantor trust\nagreement established under Section 5(c) hereof.\n\n     (n) Participant.  A Director of the Company or any participating\n         -----------                                                 \naffiliate that has adopted the Plan who completes an Enrollment Form and has not\nreceived a complete distribution of the amounts credited to his Account.\n\n \n     (o) Person. Any individual, entity (including, without limitation, any\n         ------\ncorporation, partnership, trust, joint venture, association or governmental\nbody) or group (as defined in (S) 14(d)(3) or (S) 15(d)(2) of the Exchange Act\nand the rules and regulations thereunder); provided, however, that Person shall\nnot include the Company, any of its subsidiaries, or any employee benefit plan\nof the Company or any of its majority-owned subsidiaries or any entity\norganized, appointed or established by the Company or such subsidiary for or\npursuant to the terms of any such plan.\n\n     (p) Plan. The Mattel, Inc. Deferred Compensation Plan for Non-Employee\n         ----\nDirectors as described herein and in the Enrollment Form entered into between\nthe Company and the Director designated therein, as such Plan and Enrollment\nForm may hereafter be amended.\n\n     (q) Plan Year. The period with respect to which the records of the\n         ---------\nPlan are maintained which shall be the twelve consecutive month period ending\nDecember 31.\n\n     (r) Prior Agreement.  An unfunded, nonqualified, deferred compensation\n         ---------------                                                   \nagreement entered into by and between the Company and an individual Director\nprior to the Effective Date of this Plan.  This Plan constitutes an amendment\nand restatement of any such Prior Agreement.\n\n     (s) Severance. A Participant's voluntary or involuntary termination of\n         ---------\nservice as a Director with the Company for any reason at any time.\n\n     (t) Transaction.  Any merger, consolidation or recapitalization of the\n         -----------                                                       \nCompany (or, if the capital stock of the Company is affected, any subsidiary of\nthe Company); or any sale, lease, or other transfer (in one transaction or a\nseries of transactions contemplated or arranged by any party as a single plan)\nof all or substantially all of the assets of the Company.\n\n     (u) Valuation Date. The last day of each month within the Plan Year\n         --------------\nand such other dates as may be determined by the Administrator for valuing\nParticipant Accounts.\n\n     (v) Voting Securities. All securities of a corporation having the\n         -----------------   \nright under ordinary circumstances to vote in an election of the board of\ndirectors of such corporation.\n\n     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its\nduly authorized officer.\n\n                                    MATTEL, INC.\n\n\n\nDated: August 17, 1998              By: \/s\/ Alan Kaye\n      --------------------             --------------------\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8145],"corporate_contracts_industries":[9403],"corporate_contracts_types":[9539,9542],"class_list":["post-38748","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mattel-inc","corporate_contracts_industries-consumer__toys","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38748","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38748"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38748"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38748"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38748"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}