{"id":38755,"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-mattel-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-mattel-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-mattel-inc.html","title":{"rendered":"Deferred Compensation Plan &#8211; Mattel Inc."},"content":{"rendered":"<pre>\n                                 MATTEL, INC.\n\n                          DEFERRED COMPENSATION PLAN\n\n \n                               TABLE OF CONTENTS\n\n\n\n\n                                                                           Page\n                                                                           ----\n                                                                        \n\nSECTION 1.  GENERAL....................................................     1\n      1.1   Purpose....................................................     1\n      1.2   Enrollment Form............................................     1\n\nSECTION 2.  DEFINITIONS................................................     1\n      2.1   Account....................................................     1\n      2.2   Administrator..............................................     1\n      2.3   Beneficiary................................................     1\n      2.4   Board of Directors.........................................     1\n      2.5   Change in Control..........................................     1\n      2.6   Code.......................................................     2\n      2.7   Combined Voting Power......................................     2\n      2.8   Company....................................................     2\n      2.9   Company Matching Credits...................................     2\n      2.10  Compensation...............................................     2\n      2.11  Deferrals..................................................     3\n      2.12  Disability.................................................     3\n      2.13  Effective Date.............................................     3\n      2.14  Enrollment Form............................................     3\n      2.15  ERISA......................................................     3\n      2.16  Exchange Act...............................................     3\n      2.17  Independent Plan Administrator.............................     4\n      2.18  Investment Funds...........................................     4\n      2.19  Late Retirement Date.......................................     4\n      2.20  Normal Retirement Date.....................................     4\n      2.21  Participant................................................     4\n      2.22  Person.....................................................     4\n      2.23  Personal Investment Plan...................................     4\n      2.24  PIP Excess Plan............................................     4\n      2.25  Plan.......................................................     4\n      2.26  Plan Year..................................................     5\n      2.27  Predecessor Plan...........................................     5\n      2.28  Severance..................................................     5\n      2.29  Transaction................................................     5\n      2.30  Transfer Credits...........................................     5\n      2.31  Valuation Date.............................................     5\n      2.32  Voting Securities..........................................     5\n      2.33  Year of Service............................................     5\n \n\n                                      -i-\n\n \n \n<font size=\"2\">                                                                          Page\n                                                                          ----\nSECTION 3.  PARTICIPATION..............................................     5\n      3.1   Eligibility................................................     5\n      3.2   Deferral Election..........................................     6\n      3.3   Time and Manner of Election................................     6\n            (a)   Base Salary..........................................     6\n            (b)   Short-Term Incentive Bonuses.........................     6\n            (c)   Long-Term Incentive Bonuses..........................     6\n            (d)   Cash Award Payments..................................     6\n            (e)   Form of Election.....................................     7\n      3.4   Change of Deferral Election................................     7\n      3.5   Investment Funds - Election and Change.....................     7\n\nSECTION 4.  ACCOUNTS...................................................     8\n      4.1   Establishment of Accounts..................................     8\n      4.2   Accounting for Participant's Interests.....................     8\n            (a)   Base Salary Deferral Subaccount......................     8\n            (b)   Short-Term Incentive Bonus Subaccount................     8\n            (c)   Long-Term Incentive Bonus Subaccount.................     8\n            (d)   Transfer Credits Subaccount..........................     8\n            (e)   Cash Award Payments Subaccount.......................     9\n            (f)   Adjustments to Subaccounts...........................     9\n      4.3   Vesting of a Participant's Account.........................     9\n\nSECTION 5.  BENEFITS...................................................     9\n      5.1   Distribution of Participant's Account......................     9\n            (a)   Distribution at End of Deferral Period or\n                  Upon Severance.......................................     9\n            (b)   Distribution Upon Retirement.........................     9\n            (c)   Election of Optional Distribution Forms..............    10\n            (d)   Election of Optional Distribution Dates..............    10\n      5.2   Withdrawals................................................    11\n            (a)   Manner of Making Withdrawals.........................    11\n            (b)   Substantial Penalty..................................    11\n            (c)   Limitations on Withdrawals...........................    11\n      5.3   Death Benefits.............................................    11\n      5.4   Acceleration of Distributions..............................    12\n\nSECTION 6.  BENEFITS UNFUNDED..........................................    12\n      6.1   Benefits Unfunded..........................................    12\n      6.2   Grantor Trust..............................................    12\n\nSECTION 7.  THE ADMINISTRATOR..........................................    13\n\n                                     -ii-\n\n \n<\/font> \n<font size=\"2\"> \n                                                                          Page\n                                                                          ----\n                                                                       \n      7.1   Members....................................................    13\n      7.2   Action.....................................................    13\n      7.3   Right and Duties...........................................    13\n      7.4   Compensation, Indemnity and Liability......................    14\n      7.5   Taxes......................................................    14\n\nSECTION 8.  CLAIMS PROCEDURE...........................................    14\n      8.1   Claims for Benefits........................................    14\n      8.2   Appeals....................................................    15\n\nSECTION 9.  AMENDMENT AND TERMINATION..................................    15\n      9.1   Amendments.................................................    15\n      9.2   Discontinuance of Plan.....................................    15\n\nSECTION 10. MISCELLANEOUS..............................................    16\n      10.1  Limitation on Participant's Rights.........................    16\n      10.2  Other Plans................................................    16\n      10.3  Receipt, Release or Setoff.................................    16\n      10.4  Governing Law..............................................    16\n      10.5  Gender, Tense, and Headings................................    16\n      10.6  Successors and Assigns.....................................    16\n<\/font>\n\n                                     -iii-\n\n \n\n \n                                 MATTEL, INC.\n                          DEFERRED COMPENSATION PLAN\n\n\n                             SECTION  1.  GENERAL\n\n          1.1    Purpose.  Mattel, Inc., a Delaware corporation, hereby amends\n                 -------                                                      \nand restates the deferred compensation plan set forth below to provide\nParticipants with a vehicle to implement financial planning strategies for the\nfuture by allowing for deferral of all or a portion of their Compensation and\nproviding benefits for their retirement.  This Plan and the related Enrollment\nForm are intended to be an unfunded arrangement maintained by the Company\nprimarily for the purpose of providing deferred compensation for a select group\nof management or highly compensated employees within the meaning of Sections\n201, 301 and 401 of ERISA.\n\n          1.2    Enrollment Form.  The specifications of this Plan that apply to\n                 ---------------                                                \nany Participant are contained in a separate Enrollment Form executed by the\nCompany and the Participant.  The Enrollment Form constitutes a part of this\nPlan and its terms are incorporated into the Plan.\n\n                            SECTION 2.  DEFINITIONS\n\n          2.1    Account.  The record maintained by the Administrator to\n                 -------                                                \ndetermine each Participant's interest under this Plan.  Such Account may be\ndivided into subaccounts and shall be reflected as a book reserve entry in the\nCompany's accounting records.\n\n          2.2    Administrator.  The person, persons or entity appointed by the\n                 -------------                                                 \nBoard of Directors pursuant to Article 7 to manage and administer the Plan.\n\n          2.3    Beneficiary.  The person or persons (natural or otherwise)\n                 -----------                                               \ndesignated by a Participant in accordance with Section 5.3 to receive any\nundistributed benefits under the Plan at the time of the Participant's death.\n\n          2.4    Board of Directors.  The Board of Directors of the Company or\n                 ------------------                                           \nthe Compensation and Options Committee of the Board of Directors.\n\n           2.5   Change in Control.  A 'Change in Control' shall be deemed to\n                 -----------------                                           \nhave occurred on:\n\n                 (a)  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 \n                 (b)  The date (during any period of two consecutive calendar\nyears) that individuals who at the beginning of such period constituted the\nCompany's Board of Directors cease for any reason (other than natural causes,\nincluding death, disability or retirement) to constitute a majority thereof; or\n\n                 (c)  The date the stockholders of the Company approve:\n\n                      (1)  A plan of complete liquidation of the Company;\n\n                      (2)  An agreement for the sale or disposition of all or\nsubstantially all of the assets of the Company; or\n\n                      (3)  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 Directors of the Company determines by a\nmajority vote prior to the merger, consolidation, or reorganization that no\nChange in Control will occur as a result of such transaction; or\n\n                 (d)  The date a 'Change in Control' occurs within the meaning\nof the term defined in the grantor trust agreement established under Section 6.2\nhereof.\n\n          2.6    Code.  The Internal Revenue Code of 1986, as amended from time\n                 ----                                                          \nto time, or any successor statute.\n\n          2.7    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          2.8    Company.  Mattel, Inc., a Delaware corporation.\n                 -------                                        \n\n          2.9    Company Matching Credits.  The amount credited to the\n                 ------------------------                             \nParticipant's PIP Excess Plan Account by the Company pursuant to Section 4.2(c)\nof the PIP Excess Plan, based on the amount of the Participant's elective\ndeferrals designated in an Enrollment Form under this Plan that are treated as\ndeferrals subject to the terms and conditions of the PIP Excess Plan.\n\n          2.10   Compensation.  Four categories of compensation are included as\n                 ------------                                                  \nCompensation for purposes of the Plan:  Base Salary, Short-Term Incentive Bonus,\nLong-Term Incentive Bonus and Cash Award Payments.  Base Salary is the gross\namount of a Participant's base salary that is regularly scheduled to be paid to\nthe Participant at specified \n\n                                      -2-\n \n\n\n\n \nintervals during any Plan Year, including amounts attributable to Base Salary\ndeferred to this Plan, the Personal Investment Plan, or the PIP Excess Plan\nthat, absent the election to defer, would have been payable to the Participant\nduring such Plan Year and including salary reduction amounts excluded from\nincome under Section 125 of the Code. Base Salary shall also include short-term\ndisability payments from the Company until the earlier of a Participant's\nqualification for long-term disability benefits, Severance, or the end of the\nsix-month period after the Participant's Disability commences. Short-Term\nIncentive Bonus is the amount subject to payment under the terms of the\nCompany's Management Incentive Plan and Long-Term Incentive Bonus is the amount\nsubject to payment under the terms of the Company's Long-Term Incentive Plan.\nCash Award Payments are the amount of any compensation payment or award\n(hereinafter referred to as an 'Award') that is authorized or approved by action\nof the Compensation and Options Committee of the Board of Directors for payment\nto an individual who is eligible to participate in the Plan, which Award\nspecifically provides for an election to defer all or part of such Award under\nthe Terms of the Plan, the Predecessor Plan or the Mattel Executive Deferred\nCompensation Plan. Base Salary, Short-Term Incentive Bonuses, Long-Term\nIncentive Bonuses and Cash Award Payments are all included in the definition of\nCompensation eligible to be deferred under this Plan.\n\n          2.11   Deferrals.  The amount credited to the Participant's Account\n                 ---------                                                   \nunder this Plan to reflect his interest in the Plan attributable to his elective\ndeferrals of Compensation.\n\n          2.12   Disability.  Unless otherwise defined in a disability plan or\n                 ----------                                                   \ninsurance policy sponsored by the Company and covering the Participant, the\ninability of the Participant to perform his usual duties for the Company for an\nextended period by reason of mental or physical illness or injury.  The\nAdministrator may rely on the payment of benefits under any such disability plan\nor insurance policy as a determination of the Participant's Disability for\npurposes of this Plan.  If the Participant is not covered by any such disability\nplan or insurance policy, the Administrator shall determine the Participant's\nDisability after receiving competent medical advice using nondiscriminatory\nstandards.\n\n          2.13   Effective Date.  The Effective Date of this Plan shall be\n                 --------------                                           \nJanuary 1, 1994.  The Effective Date of this amendment and restatement shall be\nthe date of execution specified at the end hereof.\n\n          2.14   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          2.15   ERISA.  The Employee Retirement Income Security Act of 1974, as\n                 -----                                                          \namended from time to time, or any successor statute.\n\n          2.16   Exchange Act.  The Securities Exchange Act of 1934, as amended\n                 ------------                                                  \nfrom time to time, or any successor statute.\n\n                                      -3-\n \n\n \n          2.17   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 6.2 hereof.  The appointment of the Independent Plan Administrator\nshall be determined under the provisions of the grantor trust agreement\nestablished under Section 6.2 hereof.\n\n          2.18   Investment Funds.  The mutual funds, insurance policies,\n                 ----------------                                        \ninvestment indexes or other measures of performance identified by the\nAdministrator which shall be used to determine the return increments to be\ncredited to each Participant's Account.  The Investment Funds may be changed by\nthe Plan Administrator, in its sole discretion, from time to time.\n\n          2.19   Late Retirement Date.  A Severance after the Normal Retirement\n                 --------------------                                          \nDate.\n\n          2.20   Normal Retirement Date.  The later of the date upon which a\n                 ----------------------                                     \nParticipant attains age 55 and completes five Years of Service.\n\n          2.21   Participant.  A key management or highly compensated employee\n                 -----------                                                  \nof the Company or any participating affiliate that is a participating Company as\ndefined under the Personal Investment Plan who is employed as a Vice-President\nor higher employee classification who completes an Enrollment Form and has not\nreceived a complete distribution of the amounts credited to his Account.\n\n          2.22   Person.  Any individual, entity (including, without limitation,\n                 ------                                                         \nany corporation, 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          2.23   Personal Investment Plan.  The Mattel, Inc. Personal Investment\n                 ------------------------                                       \nPlan, as amended from time to time.  The Personal Investment Plan is a separate\ntax-qualified retirement plan and trust with a cash or deferred feature that\nsatisfies the requirements of Code Sections 401(a), 401(k) and 501(a).\n\n          2.24   PIP Excess Plan.  The Mattel, Inc. PIP Excess Plan, as amended\n                 ---------------                                               \nfrom time to time.  The PIP Excess Plan is a separate unfunded nonqualified\ndeferred compensation plan.\n\n          2.25   Plan.  The Mattel, Inc. Deferred Compensation Plan as described\n                 ----                                                           \nherein and in the Enrollment Form entered into between the Company and the\nParticipant designated therein, as such Plan and Enrollment Form may hereafter\nbe amended.\n\n                                      -4-\n\n \n          2.26   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          2.27   Predecessor Plan.  The Mattel, Inc. Personal Investment Plan\n                 ----------------                                            \nRestoration Plan\/Executive Deferred Compensation Plan, an unfunded,\nnonqualified, deferred compensation plan maintained by the Company prior to the\nEffective Date of this Plan.\n\n          2.28   Severance.  A Participant's voluntary or involuntary\n                 ---------                                           \ntermination of employment with the Company for any reason at any time.\n\n          2.29   Transaction.  Any merger, consolidation or recapitalization of\n                 -----------                                                   \nthe Company (or, if the capital stock of the Company is affected, any subsidiary\nof the 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          2.30   Transfer Credits.  The amount of deferred compensation credited\n                 ----------------                                               \nunder the Predecessor Plan that is automatically credited to the PIP Excess\nPlan, unless prior to the Effective Date, a one-time transitional election is\nmade to defer such amounts under the terms of this Plan.\n\n          2.31   Valuation Date.  The last day of each month within the Plan\n                 --------------                                             \nYear and such other dates as may be determined by the Administrator for valuing\nParticipant Accounts.\n\n          2.32   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          2.33   Year of Service.  A period of service during which the\n                 ---------------                                       \nParticipant is credited with a year of service under the terms of the Personal\nInvestment Plan.\n\n\n                           SECTION 3.  PARTICIPATION\n\n          3.1    Eligibility.  Any management or highly compensated employee\n                 -----------                                                \nemployed as a Vice-President or higher position classification shall be eligible\nto participate upon the execution of an Enrollment Form.  For each Plan Year,\nthe Enrollment Form shall specify the amount of the Participants's Deferral\nelection.  Employees who were participants in the Predecessor Plan also shall be\neligible to participate in this Plan if a transitional election is made prior to\nthe Effective Date specifying that Transfer Credits are to be credited to the\nParticipant's Account under this Plan.  An eligible employee shall become a\nParticipant when amounts are credited to his Account.\n\n                                      -5-\n\n \n \n          3.2    Deferral Election.  Subject to the limitations of Section 3.3\n                 -----------------                                            \nhereof, each Participant may elect to defer any amount or percentage of his\nCompensation in the manner prescribed by Section 3.3.  A separate Deferral\nelection shall be required for each category of the Participant's Compensation\n(Base Salary, Short-Term Incentive Bonus and Long-Term Incentive Bonus) that\nwould be received (absent the Deferral election) by the Participant during the\nPlan Year for which the elections are effective.  Any amount of Compensation\ndeferred hereunder by a Participant shall be allocated to the Participant's\nDeferral Subaccount.\n\n           3.3   Time and Manner of Election.\n                 --------------------------- \n\n                 (a)  Base Salary.  When a Participant of the Company first\n                      -----------\nbecomes eligible to participate in the Plan, he may enter into an Enrollment\nForm and make a prospective election to defer Base Salary Compensation at any\ntime within 30 days after the date on which he becomes eligible. However, such\nelection must be made prior to the period of service for which the Compensation\nsubject to the deferral election would otherwise be payable. Any subsequent\ndeferral election by the Participant must be made not later than 10 days prior\nto the beginning of the period of service for which the Base Salary subject to\nthe deferral election would otherwise be payable. The maximum Deferral election\nshall not exceed 90% of Base Salary Compensation. Except as provided in Section\n4.2(a), Base Salary Deferral elections made on an Enrollment Form under this\nPlan automatically will be credited to the PIP Excess Plan to the extent\nrequired to obtain the maximum Company Matching Credit. Any deferrals that are\nautomatically credited to the PIP Excess Plan will be subject to the terms and\nconditions of the PIP Excess Plan.\n\n                 (b)  Short-Term Incentive Bonuses.  A Participant may enter\n                      ----------------------------\ninto an Enrollment Form and elect to defer all or part of any Short-Term\nIncentive Bonus. A Short-Term Incentive Bonus Deferral election must be\nsubmitted to the Administrator no later than 10 days prior to the end of the\nPlan Year preceding the Plan Year the bonus is required to be paid, or such\nearlier date determined by the Plan Administrator.\n\n                 (c)  Long-Term Incentive Bonuses.  A Participant may enter into\n                      ---------------------------\nan Enrollment Form and elect to defer all or part of any Long-Term Incentive\nBonus award. A Long-Term Incentive Bonus Deferral election must be submitted to\nthe Administrator no later than 10 days prior to the end of the Plan Year\npreceding the Plan Year in which any installment of any Long-Term Incentive\nBonus award is required to be paid, or such earlier date determined by the Plan\nAdministrator.\n\n                 (d)  Cash Award Payments.  A Participant may enter into an\n                      -------------------\nEnrollment Form and elect to defer all or part of any Cash Award Payments. A\nCash Award Payments Deferral election must be submitted to the Administrator no\nlater than 10 days prior to the end of the Plan Year preceding the Plan Year in\nwhich any installment of Cash Award Payments is required to be paid, or such\nearlier date determined by the Plan Administrator that \n\n                                      -6-\n\n \nis prior to the date the Participant would be entitled to payment in the absence\nof an election to defer.\n\n                 (e)  Form of Election.  An election to defer Compensation must\n                      ----------------\nbe made in writing on an Enrollment Form and must be filed with the Plan\nAdministrator for each Plan Year. The Enrollment Form must specify the\npercentage or dollar amount to be deferred, the period of deferral and the\ncategory of Compensation to be deferred. If an Eligible Employee fails to file\nan Enrollment Form with the Plan Administrator by the prescribed time, he will\nbe deemed to have elected to not defer any Compensation under this Plan. Except\nas provided in Section 3.4 of this Plan, a Participant may not, after the\napplicable election date specified in (a), (b), (c) or (d) of this Section,\ndiscontinue his election to participate or change the percentage of Compensation\nfor a Year for which he elects to defer.\n\n          3.4    Change of Deferral Election.   Unless terminated, as provided\n                 ---------------------------                                  \nbelow, the Participant's Deferral election shall continue in effect for the\nremainder of the Plan Year for which the Deferral election is made.  A\nParticipant may not increase or decrease his Deferral election for the Plan Year\nafter the applicable date for making the Deferral elections specified in Section\n3.3 (the 'applicable date').  However, the Plan Administrator, in its sole\ndiscretion, may provide for a one-time prospective increase or decrease in any\nParticipant's Base Salary Deferral election for the Plan Year after the\napplicable date.  A Participant may at any time terminate an election and\ndiscontinue future Deferrals of Compensation under this Plan in any Plan Year by\nproviding written notice to the Administrator not less than ten days prior to\nthe start of the next period of service for which Compensation will be payable.\nIn such event, Compensation earned for services subsequent to such termination\nwill be paid directly to the Participant and will not be subject to his prior\nDeferral election.  A Participant who elects to discontinue Deferrals under the\nPlan for a Plan Year may not recommence Deferrals under the Plan until the\nfollowing Plan Year, at which time a new Enrollment Form must be completed.\n\n          3.5    Investment Funds - Election and Change.  When a Participant\n                 --------------------------------------                     \nenters into an Election Form to defer Compensation in the manner prescribed by\nSection 3.3, the Participant shall specify on the Enrollment Form, in the manner\nindicated on the Enrollment Form, the allocation of the Participant's deferred\namounts among the designated Investment Funds.  A Participant can elect to\nchange the Investment Fund allocation of the Participant's Accounts or\nsubaccounts once each year (including inter-fund transfers of previously\ndeferred amounts), in the manner and at the time specified by the Administrator;\nprovided, however, that no part of the amounts previously credited to an\nInvestment Fund that is a Stock Equivalent Account may be transferred to any\nother Investment Fund.  Such change, if timely, shall be effective with respect\nto amounts deferred for the next period of service for which Compensation will\nbe payable following the period of service in which such election is received\nand thereafter.  For purposes of this Section a 'Stock Equivalent Account' is an\nInvestment Fund that is credited with the hypothetical purchase of whole shares\nof the Company's common stock, par value $1.00 per share (the 'Common Stock').\nAny amounts credited or allocated to an Investment Fund that is a Stock\nEquivalent Account will be \n\n                                      -7-\n\n \ndistributed in the form of Common Stock. In no event shall the Company be\nrequired to issue fractional shares in connection with a distribution of a\nParticipant's Stock Equivalent Account. The value of fractional hypothetical\nshares of Common Stock shall be distributed in cash. The Plan Administrator may\ndetermine at any time in its sole discretion that no additional deferred amounts\nshall be credited to a Stock Equivalent Account for any Participant. In the\nevent all Stock Equivalent Accounts are frozen, the Plan Administrator my permit\nany affected Participant to change his Investment Fund allocation with respect\nto additional deferred amounts.\n\n                             SECTION 4.  ACCOUNTS\n\n          4.1    Establishment of Accounts.  The Plan Administrator shall open\n                 -------------------------                                    \nand maintain an Account for each Participant.  Separate records shall be\nmaintained of each Participant's Base Salary Deferral Subaccount, Short-Term\nIncentive Bonus Subaccount, Long-Term Incentive Bonus Subaccount, Cash Award\nPayments Subaccount and Transfer Credit Subaccount.\n\n          4.2    Accounting for Participant's Interests.\n                 -------------------------------------- \n\n                (a)  Base Salary Deferral Subaccount.  Each Participant's Base\n                     -------------------------------\nSalary Deferral Subaccount shall be credited with the amounts of Compensation\ndeferred by the Participant pursuant to the Deferral election specified in his\nEnrollment Form. However, amounts of Compensation that the Participant elects to\ndefer under the Plan will automatically be treated as deferrals that are\ncredited under and subject to the terms and conditions of the PIP Excess Plan to\nthe extent required to obtain the maximum Company Matching Credit; provided,\nhowever, that an employee who elects to defer Compensation under the terms of\nthe Plan may elect on the Enrollment Form that the Compensation deferred under\nthe Plan, in whole or in part, shall not be treated as deferrals under the PIP\nExcess Plan. Deferrals will be credited on the first Valuation Date coincident\nwith or next following the time such amounts would otherwise be payable to the\nParticipant. The Base Salary Deferral Subaccount shall also be credited with the\nadjustments provided by Section 4.2(f) below.\n\n                (b)  Short-Term Incentive Bonus Subaccount.  On each Valuation\n                     -------------------------------------\nDate, the Short-Term Incentive Bonus Subaccount of each Participant shall be\ncredited with the amount of any Deferrals of Short-Term Incentive Bonus. The\nShort-Term Incentive Bonus Subaccount shall also be credited with the\nadjustments provided by Section 4.2(f) below.\n\n                (c)  Long-Term Incentive Bonus Subaccount.  On each Valuation\n                     ------------------------------------\nDate, the Long-Term Incentive Bonus Subaccount of each Participant shall be\ncredited with the amount of any Deferrals of Long-Term Incentive Bonus. The \nLong-Term Incentive Bonus Subaccount shall also be credited with the adjustments\nprovided by Section 4.2(f) below.\n\n                (d)  Transfer Credits Subaccount.  The Transfer Credits\n                     ---------------------------\nSubaccount shall be credited with all Transfer Credits attributable to the\namount of any \n\n                                      -8-\n\n \ndeferred compensation credited under the Predecessor Plan, plus the adjustments\nprovided by Section 4.2(f) below. Amounts attributable to the Predecessor Plan\nshall be treated as Transfer Credits that will become subject to all the terms\nand conditions of this Plan, if prior to the Effective Date, a one-time\ntransitional election is made to defer such amounts under the terms of this Plan\ninstead of the PIP Excess Plan. Such transitional election shall be made by\nexecuting a form prescribed by the Administrator of the PIP Excess Plan.\n\n                (e)  Cash Award Payments Subaccount.  On each Valuation Date,\n                     ------------------------------\nthe Cash Award Payments Subaccount of each Participant shall be credited with\nthe amount of any Deferrals of Cash Award Payments. The Cash Award Payments\nSubaccount shall also be credited with the adjustments provided by Section\n4.2(f) below.\n\n                (f)  Adjustments to Subaccounts.  On each Valuation Date, each\n                     --------------------------                               \nParticipant's subaccounts shall be adjusted:\n\n                     (1)  to reflect any gain or loss in the Investment Fund or\nFunds in which the Participant's subaccounts are deemed to be invested for the\npurpose of determining the returns on the Participant's subaccounts since the\npreceding Valuation Date; and\n\n                     (2)  to reflect any deferrals or withdrawals since the\npreceding Valuation Date.\n\n          4.3   Vesting of a Participant's Account.  Except as provided by\n                ----------------------------------                        \nSection 5.2, a Participant's interest in his Account at all times shall be 100%\nvested and nonforfeitable.\n\n\n                             SECTION 5.  BENEFITS\n\n          5.1   Distribution of Participant's Account.\n                ------------------------------------- \n\n                (a)  Distribution at End of Deferral Period or Upon Severance.\n                     --------------------------------------------------------\nIn the event the deferral period designated on a Participant's Enrollment Form\nrequires a distribution at a specified time prior to the Participant's\nSeverance, or if the Participant has a Severance for any reason, including\ndeath, Disability or retirement upon the Participant's Normal Retirement Date or\nLate Retirement Date, except as provided in Section 5.1(b), the Plan\nAdministrator shall pay the Participant the vested amount of his Account under\nthe Plan. The value of the Participant's Account, as determined as of the\nValuation Date immediately preceding the distribution (as adjusted to reflect\nany deferrals or withdrawals since the preceding Valuation Date) shall be paid\nby the Company in a lump sum payment no later than March 30 of the Plan Year\nfollowing the earlier of the end of the deferral period specified on the\nParticipant's Enrollment Form (the 'scheduled distribution date') or the\nParticipant's Severance.\n\n                                      -9-\n\n \n                 (b)  Distribution Upon Retirement.  A Participant who has a\n                      ----------------------------\nSeverance due to retirement upon the Participant's Normal Retirement Date or\nLate Retirement Date, shall be entitled to elect a distribution under one of the\nfollowing optional forms of distribution:\n\n                      (1)  In a lump sum payment no later than March 30 of the\n          Plan Year following the Participant's Severance;\n\n                      (2)  In five (5) annual installment payments commencing no\n          later than March 30 of the Plan Year following the Participant's\n          Severance; or\n\n                      (3)  In ten (10) annual installment payments commencing no\n          later than March 30 of the Plan Year following the Participant's\n          Severance.\n\nFor the purpose of determining the amount of any distribution to a Participant,\nthe value of the Participant's Account or any subaccount therein shall be\ndetermined as of the Valuation Date immediately preceding the distribution (as\nadjusted to reflect any deferrals or withdrawals since the preceding Valuation\nDate).  The amount of any installment distribution shall be determined by\ndividing the value of the Participant's Account or any subaccount therein by the\nnumber of remaining installments (including the current installment).\n\n                 (c)  Election of Optional Distribution Forms.  The method of\n                      ---------------------------------------\nretirement distribution under Section 5.1(b) shall be selected by the\nParticipant on the initial Enrollment Form prescribed by the Administrator. Once\nelected, the method of retirement distribution selected by the Participant on\nthe initial Enrollment Form is irrevocable, except as provided herein. If the\nmethod of retirement distribution selected by the Participant on the initial\nEnrollment Form is a lump sum payment described in Section 5.1(b)(1), the\nParticipant may make a one-time election to change the method of distribution to\nan installment method described in Section 5.1(b)(2) or Section 5.1(b)(3). Such\none-time election may be made at any time that is not less than one year prior\nto the Participant's Severance due to retirement upon the Participant's Normal\nRetirement Date or Late Retirement Date (a 'retirement Severance'). An election\nmade less than one year prior to such retirement Severance shall be void and\nshall not have any force or effect. In such event, the Participant's Account\nwill be distributed as a lump sum payment pursuant to Section 5.1(b)(1). In the\nevent that a Participant for any reason fails to select a method of distribution\non the initial Enrollment Form, the Participant shall be deemed to have selected\na lump sum payment.\n\n                 (d)  Election of Optional Distribution Dates.  Once elected,\n                      ---------------------------------------\nthe timing of distribution to a Participant who selected a Deferral period that\nends prior to the Participant's Severance is irrevocable, except as provided\nherein. If the timing of distribution selected by the Participant on the initial\nEnrollment Form is a specified period that ends prior to the Participant's\nSeverance, the Participant may make a one-time election to change the timing of\nthe distribution to a later date. Such one-time election may be made at any time\nthat is not less than one year prior to the Participant's scheduled distribution\ndate. An election \n\n                                     -10-\n\n \nmade less than one year prior to such scheduled distribution date shall be void\nand shall not have any force or effect. In such event, the Participant's Account\nwill be distributed according to the scheduled distribution date specified on\nthe initial Enrollment Form or upon his earlier Severance.\n\n          5.2    Withdrawals.\n                 ----------- \n\n                 (a)  Manner of Making Withdrawals.  Upon reasonable notice, a\n                      ----------------------------                            \nParticipant shall be permitted to withdraw at any time all or a portion of the\namount credited to his Account (less a substantial penalty) by filing a written\nrequest with the Plan Administrator specifying the amount to be withdrawn.\n\n                 (b)  Substantial Penalty.  Any withdrawal pursuant to this\n                      -------------------\nSection 5.2 shall subject the Participant to a substantial penalty equal to at\nleast 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. The Company and the\nAdministrator shall be released from any further liability for the withdrawn\nbenefit amount and the penalty amount. In addition, a Participant who makes a\nwithdrawal shall not be eligible to make additional Deferrals or to receive\nadditional Company credits in this Plan during the Plan Year in which the\nwithdrawal is made and the next following Plan Year.\n\n                 (c)  Limitations on Withdrawals.  The Administrator may\n                      --------------------------\nprescribe nondiscriminatory rules and procedures limiting the frequency with\nwhich a Participant may make a withdrawal under the Plan and the minimum amount\na Participant may withdraw on any single occasion.\n\n          5.3    Death Benefits.  In the event the Participant dies prior to a\n                 --------------                                               \nSeverance, the Company agrees to pay the amount due under Section 5.1 to the\nParticipant's designated Beneficiary no later than March 30 of the Plan Year\nfollowing the Participant's death.  If the Participant dies after Normal\nRetirement Date at a time when installment payments have commenced, the\nremaining installments will be paid to the Participant's Beneficiary in a lump\nsum no later than March 30 of the year following death.  For the purpose of\ndetermining the amount of any Death Benefit distribution, the value of the\nParticipant's Account or any subaccount therein shall be determined as of the\nValuation Date immediately preceding the distribution (as adjusted to reflect\nany deferrals or withdrawals since the preceding Valuation Date).  Such Death\nBenefit shall be payable to the Beneficiary designated by the Participant in a\nwritten Beneficiary designation filed with the Company; or if no designation\nshall be in effect at the time of Participant's death or if all designated\nBeneficiaries shall have predeceased the Participant, then the Beneficiary shall\nbe the following (in the priority of the order listed):\n\n                 (a) The Participant's surviving spouse;\n\n                                      -11-\n\n \n \n                 (b) The Participant's surviving children, including adopted\nchildren;\n\n                 (c) The Participant's surviving parents; or\n\n                 (d) The Participant's estate.\n\nThe determination by the Administrator as to which persons, if any, qualify\nwithin the foregoing categories shall be final and conclusive upon all persons.\nWritten consent of the Participant's spouse is required for the Participant's\ninitial or subsequent designation of a Beneficiary other than the Participant's\nspouse, unless the Participant establishes to the satisfaction of the\nAdministrator that such written consent cannot be obtained because there is no\nspouse, or because the spouse cannot be located.  The designation of Beneficiary\nand spousal consent shall be made in writing on the Enrollment Form and may be\nchanged at any time, without regard to the restrictions applicable to the timing\nand frequency of Deferral Elections.\n\n          5.4    Acceleration of Distributions.  The Administrator, in its sole\n                 -----------------------------                                 \ndiscretion, may elect to accelerate payment of any or all Participant Accounts,\nwithout regard to any Participant elections.\n\n\n                         SECTION 6.  BENEFITS UNFUNDED\n\n          6.1    Benefits Unfunded.  The benefits provided by this Plan shall be\n                 -----------------                                              \nunfunded.  All amounts payable under this Plan to the Participant shall be paid\nfrom the general assets of the Company, and nothing contained in this Plan shall\nrequire the Company to set aside or hold in trust any amounts or assets for the\npurpose of paying benefits to Participant.  This Plan shall create only a\ncontractual obligation on the part of the Company, and Participant shall have\nthe status of a general unsecured creditor with respect to the benefit\nobligations hereunder or any other obligation of the Company to pay benefits\npursuant hereto. Any funds of the Company available to pay benefits pursuant to\nthe Plan shall be subject to the claims of general creditors of the Company, and\nmay be used for any purpose by the Company.\n\n          6.2    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.  Such trust may be irrevocable,\nbut assets of the trust shall be subject to the claims of creditors of the\nCompany or any adopting affiliate.  To the extent any benefits provided under\nthe terms of the Plan are actually paid from the trust, the Company or such\nadopting affiliate shall have no further obligation with respect thereto.  To\nthe extent any benefits provided under the terms of the Plan are not paid from\nthe trust, such benefits shall remain the obligation of and shall be paid \n\n                                      -12-\n \nby the Company or the adopting affiliate. References to payments by the Company\nshall be deemed to include payments by the Company or by an adopting affiliate,\nas the context may require. The Participants shall have the status of unsecured\ncreditors insofar as their legal claim for benefits under the Plan and the\nParticipants shall have no security interest or preferred claim in or to the\nassets of any such grantor trust.\n\n\n                         SECTION 7.  THE ADMINISTRATOR\n\n          7.1    Members.  The Administrator shall consist of a committee, an\n                 -------                                                     \nindividual, an entity appointed by the Board of Directors to serve at its\npleasure, or the Company.  The Administrator, or any member thereof, shall not\nbe required to be an employee of the Company.  The Administrator may resign by\ngiving notice, in writing, filed with the Board of Directors.  If no\nAdministrator has been appointed by the Company, or if the person designated as\nAdministrator by the Company is not serving as such for any reason, the Company\nshall be deemed to be the Administrator of the Plan.  Notwithstanding the prior\nprovisions of this Section 7.1, if the Company creates a trust as described in\nSection 6.2 hereof, and, if such trust provides for an Independent Plan\nAdministrator, then, following a Change in Control of the Company, the\nIndependent Plan Administrator (or any successor Independent Plan Administrator)\nunder the trust shall serve as Administrator of this Plan, so long as such\nentity is serving as Independent Plan Administrator under the trust.\n\n          7.2    Action.  Action of the Administrator may be taken with or\n                 ------                                                   \nwithout a meeting; provided, however, that any action shall be taken only upon\nthe vote or other affirmative expression of a majority of the committee members\nqualified to vote with respect to such action.  If a member of the committee,\nthe appointed individual or entity is the Participant subject to the Plan, such\nParticipant shall not participate in any decision which solely affects the\nParticipant.  The Administrator shall for purposes of administering the Plan\nchoose a secretary who shall keep minutes of the Administrator's proceedings and\nall records and documents pertaining to the administration of this Plan.  The\nsecretary may execute any certificate or any other written direction on behalf\nof the Administrator.\n\n          7.3    Right and Duties.  The Administrator, on behalf of the\n                 ----------------                                      \nParticipants, shall administer the Plan and shall have all powers necessary to\naccomplish that purpose, including (but not limited to) the following:\n\n                 (a) to construe, interpret, and administer this Plan;\n\n                 (b) to make determinations required by this Plan, and to\n          maintain records regarding Participants' benefits;\n\n                 (c) to compute and certify to the Company the amount and kinds\n          of benefits payable to Participant or Participant's Beneficiaries, and\n          to determine the time and manner in which such benefits are to be\n          paid;\n\n                                      -13-\n\n \n                 (d) to authorize all disbursements by the Company pursuant to\n          this Plan;\n\n                 (e) to maintain all the necessary records of the administration\n          of this Plan; and\n\n                 (f) to make and publish such rules for the regulation of this\n          Plan as are not inconsistent with the terms hereof.\n\nAny construction, interpretation, determination or application of the Plan\nprovisions by the Administrator shall be final, conclusive and binding on all\nparties.  All actions by the Administrator shall be applied in a uniform manner\nto similarly situated persons.  The Administrator shall have no power to add to,\nsubtract from or modify the terms of the Plan, or to change or add to any\nbenefits provided by the Plan, or to waive or fail to apply any requirements of\neligibility for a benefit under the Plan.\n\n          7.4    Compensation, Indemnity and Liability.  The Administrator shall\n                 -------------------------------------                          \nserve as such without compensation for services hereunder.  All expenses of the\nAdministrator shall be paid by the Company.  If the Administrator is a\ncommittee, no member of the committee shall be liable for any act or omission of\nany other member of the committee, nor for any act or omission on his own part,\nexcepting his own willful misconduct or gross negligence.  The Company shall\nindemnify and hold harmless the Administrator and each member of the committee,\nif any, against any and all expenses and liabilities arising out of his\nmembership on the committee, excepting only expenses and liabilities arising out\nof his own willful misconduct or gross negligence.  The Company, as a condition\nof its indemnification obligation, shall have the right, directly or through its\ndesignated representatives, to assume and control the defense of any action with\nrespect to which indemnification is required and to consent to the terms of any\nsettlement.\n\n          7.5    Taxes.  If the whole or any part of any Participant'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 Participant\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\nParticipant hereunder.\n\n                                      -14-\n\n \n                         SECTION 8.  CLAIMS PROCEDURE\n\n          8.1    Claims for Benefits.  If the Participant or Beneficiary\n                 -------------------                                    \n(hereunder, 'Applicant') does not receive timely payment of any benefits which\nApplicant believes are due and payable under the Plan, Applicant may make a\nclaim for benefits to the Administrator. The claim for benefits must be in\nwriting and addressed to the Administrator or to the Company.  If the claim for\nbenefits is denied, the Administrator  shall notify the Applicant in writing\nwithin 90 days after the Plan Administrator initially received the benefit\nclaim, unless special circumstances require an extension of time.  If such an\nextension of time is required, written notice of the extension and the special\ncircumstances shall be given to the Applicant prior to the termination of the\ninitial 90-day period.  In no event shall such extension exceed a period of 90\ndays from the end of such initial period.  Claims not acted upon within the time\nprescribed herein shall be deemed denied for purposes of proceeding to the\nreview stage.  Any notice of a denial of benefits shall advise the Applicant, in\na manner calculated to be understood by the Applicant, of the basis for the\ndenial, specific reference to pertinent Plan provisions on which the denial is\nbased, a description of any additional material or information necessary for the\nApplicant to perfect his claim and an explanation of why such material or\ninformation is necessary, and the steps which the Applicant must take to have\nhis claim for benefits reviewed.\n\n          8.2    Appeals.  Each Applicant whose claim for benefits has been\n                 -------                                                   \ndenied may file a written request for a review of his claim by the\nAdministrator.  The request for review must be filed by the Applicant within 60\ndays after receipt of the written notice denying the claim.  The decision of the\nAdministrator will be made within 60 days after receipt of a request for review\nand shall be communicated in writing to the Applicant.  Such written notice\nshall set forth the basis for the Administrator's decision.  If there are\nspecial circumstances (such as the need to hold a hearing) which require an\nextension of time for completing the review, the Administrator's decision shall\nbe rendered not later than 120 days after receipt of a request for review.  If\nsuch an extension of time is required, written notice of the extension and the\nspecial circumstances shall be given to the Applicant prior to the termination\nof the initial 60-day period.  In no event shall such extension exceed a period\nof 60 days from the end of such initial period.  The Administrator may designate\na representative to receive, review and decide claims in accordance with Section\n8.1 hereof.  However, the Administrator will receive, review and decide all\nappeals in accordance with this Section 8.2.\n\n\n                     SECTION 9.  AMENDMENT AND TERMINATION\n\n          9.1    Amendments.  The Company shall have the right to amend this\n                 ----------                                                 \nPlan in whole or in part from time to time by resolution of the Board of\nDirectors, and to amend and cancel any amendments; provided, however, that no\naction under this Section shall cancel or reduce the amount of the Participant's\npreviously accrued vested benefits.  An amendment shall be in writing and be\nadopted by the Board of Directors.  The action of the Board of Directors\nadopting any amendment may, but is not required to, be evidenced by the\nexecution \n\n                                      -15-\n\n \nof such amendment by a duly authorized officer of the Company. The Participant\nshall be bound thereby.\n\n          9.2    Discontinuance of Plan.  The Company expects to continue this\n                 ----------------------                                       \nPlan indefinitely, but does not obligate itself to do so.  The Company reserves\nthe right 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 the State of California), by resolution of the Board of Directors.  If\nthe Plan is terminated, the Administrator shall be notified of such action in a\nwriting executed by a duly authorized officer of the Company, and the Plan shall\nbe terminated at the time therein set forth.  Termination of the Plan shall be\nbinding on the Participant, but in no event may such termination reduce the\nParticipant's previously accrued vested benefits.  If this Plan is terminated,\nthe Participant's previously accrued vested benefits shall be paid as soon as\nreasonably practicable after the first day of the month following the\ntermination.\n\n\n                          SECTION 10.  MISCELLANEOUS\n\n          10.1   Limitation on Participant's Rights.  This Plan shall not give\n                 ----------------------------------                           \nany Participant the right to be retained in the Company's employ or any right or\ninterest to any assets of the Company other than as herein provided.  The\nCompany reserves the right to terminate the employment of any Participant\nwithout any liability for any claim against the Company except to the extent\nprovided herein.\n\n          10.2   Other Plans. This Plan shall not affect the right of\n                 -----------                                         \nParticipant to participate in and receive benefits under and in accordance with\nthe provisions of any other employee benefit plans which are now or hereafter\nmaintained by the Company, unless the terms of such other employee benefit plan\nor plans specifically provide otherwise.\n\n          10.3   Receipt, Release or Setoff.  Any payment to a Participant in\n                 --------------------------                                  \naccordance with the provisions of this Plan shall, to the extent thereof, be in\nfull satisfaction of all claims against the Administrator and the Company, and\nthe Administrator may require such Participant, as a condition precedent to such\npayment, to execute a receipt and release to such effect.  Amounts owed to the\nCompany by any Participant may be setoff from the benefits distributed under\nthis Plan, provided the Administrator designates the amount and description of\nthe setoff amounts and any such setoff shall be treated as a distribution that\nsatisfies the corresponding distribution obligation under this Plan.\n\n          10.4   Governing Law.  Except to the extent preempted by ERISA, this\n                 -------------                                                \nPlan shall be construed, administered, and governed in all respects in\naccordance with the laws of the State of California.  If any provisions of this\ninstrument shall be held by a court of competent jurisdiction to be invalid or\nunenforceable, the remaining provisions hereof shall continue to be fully\neffective.\n\n                                     -16-\n\n \n          10.5   Gender, Tense, and Headings.  In this Plan, whenever the\n                 ---------------------------                             \ncontext so indicates, the singular or plural number and the masculine, feminine,\nor neuter gender shall be deemed to include the other.  Headings and subheadings\nin this Plan are inserted for convenience of reference only and are not\nconsidered in the construction of the provisions hereof.\n\n          10.6   Successors and Assigns.  This Plan shall inure to the benefit\n                 ----------------------                                       \nof, and 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 7.5, 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 Administrator or the Company may enter an interpleader\naction.  Payment of the benefit to a court of competent jurisdiction with proper\nnotice to the appropriate parties in dispute shall be in full satisfaction of\nall claims against the Administrator and the Company as to the Plan, and shall\nbe equivalent to a receipt and release pursuant to Section 10.3.\n\n          IN WITNESS WHEREOF, the Company has caused this Plan to be executed by\nits duly authorized officer.\n\n                                    MATTEL, INC.\n\n\n\nDated: August 17, 1998              By: \/s\/ Alan Kaye\n       _________________                __________________________\n\n\n\n                                     -17-\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-38755","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\/38755","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=38755"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38755"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38755"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38755"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}