{"id":39338,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-mattel-inc-and-jill-barad.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-mattel-inc-and-jill-barad","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-mattel-inc-and-jill-barad.html","title":{"rendered":"Employment Agreement &#8211; Mattel Inc. and Jill Barad"},"content":{"rendered":"<pre>\n                 AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of July 29,\n1996 (the 'Agreement'), is between Mattel, Inc., a Delaware corporation\n('Mattel'), and Jill E. Barad (the 'Executive').\n\n     The Executive and Mattel are parties to an Amended and Restated\nEmployment Agreement, dated as of November 30, 1993, as amended (the\n'Existing Employment Agreement'), providing for the employment of the\nExecutive.\n\n     The Executive and Mattel desire to clarify certain provisions of the\nExisting Employment Agreement that govern the respective rights and\nobligations of the Executive and Mattel, as the case may be, upon a\ntermination of the Executive's employment and therefore deem it appropriate\nto amend and restate the Existing Employment Agreement in its entirety.\n\n     In consideration of the premises and for other good and valuable\nconsideration, the receipt of which is hereby acknowledged, the Executive\nand Mattel agree to amend and restate the Existing Employment Agreement in\nits entirety as follows:\n\n     1.   Employment Period.  Mattel hereby agrees to employ and continue\nin its employ the Executive, and the Executive hereby accepts such\nemployment and agrees to remain in the employ of Mattel, for the period\ncommencing on the date of this Agreement and ending on the fifth\nanniversary of such date (the 'Employment Period'); provided that\ncommencing on the first day of the month\n\n\n\n\n\nnext following the effective date hereof, and on the first day of each\nmonth thereafter (the most recent of such dates is hereinafter referred\nto as the 'Renewal Date'), the Employment Period shall be automatically\nextended so as to terminate five years from such Renewal Date, unless at\nleast 60 days prior to any Renewal Date Mattel or the Executive shall give\nnotice to the other that the Employment Period shall not be so extended.\n\n     2.   Duties.\n          (a)  Executive's Position and Duties.  During the Employment\nPeriod, the Executive's positions (including titles) shall be as follows:\n\n               (i)  President &amp; Chief Operating Officer of Mattel Inc.,\nreporting to the Chief Executive Officer, for the period commencing on the\ndate of this Agreement and ending on December 31, 1996, when Executive will\nbe appointed by the Board of Directors to assume the position of President\nand Chief Executive Officer, Mattel, Inc. on January 1, 1997; and\n\n               (ii) President and Chief Executive Officer, Mattel, Inc.,\nreporting to the Board of Directors, for the period commencing on the date\nExecutive is so appointed, and continuing until her title is expanded (I)\non a date in 1997 when Executive elects to assume the additional position\nof Chairman of the Board of Directors, or (II) prior to the end of 1997,\nwhen John W. Amerman's term as Chairman of the Board of Directors will\nexpire\n\n\n                                 -2-\n\n\nand Executive is thereupon appointed to the position of Chairman of\nthe Board of Directors, whichever comes first.\n\n     Upon Executive's appointment as President and Chief Executive Officer,\nMattel, Inc., the Executive's duties, responsibilities, and authority shall\ninclude a shared responsibility with the President, Mattel-Worldwide for\noverseeing the President-Worldwide Manufacturing Operations and Mattel's\noverall manufacturing functions, and a shared responsibility with the\nPresident, Corporate Operations for overseeing the Chief Financial Officer\nand Mattel's overall financial functions, and the Executive shall report\ndirectly to the Board of Directors on a continuing and uninterrupted basis.\nThroughout the Employment Period, the Executive's duties,\nresponsibilities, and authority shall not be less than those held by the\nExecutive on the date she becomes entitled to her various positions and any\nadditions and modifications thereto shall be consistent with duties,\nresponsibilities, and authority generally assigned to chief executive\nofficers of Mattel as the Board of Directors of Mattel may in its\ndiscretion and acting in good faith, assign to the Executive.  The\nExecutive's services shall be performed in Los Angeles, California and the\nExecutive shall not be transferred outside the area without the Executive's\nconsent, other than for normal business travel and temporary assignments.\n\n\n                                 -3-\n\n\n          (b)  Full Time.  The Executive agrees to devote her full business\ntime to the business and affairs of Mattel and to use her best efforts to\nperform faithfully and efficiently the responsibilities assigned to her\nhereunder to the extent necessary to discharge such responsibilities,\nexcept for (i) services on corporate, civic or charitable boards or\ncommittees not significantly interfering with the performance of such\nresponsibilities; (ii) periods of vacation and sick leave to which she is\nentitled; and (iii) the management of personal investments and affairs.\nThe Executive will not engage in any outside business activity (as\ndistinguished from personal investment activity and affairs), including,\nbut not limited to, activity as a consultant, agent, partner or officer, or\nprovide business services of any nature directly or indirectly to a\ncorporation or other business enterprise.\n\n     3.   Compensation.\n          (a)  Base Salary. During the Employment Period, the Executive\nshall receive a base salary ('Base Salary') at a bi-weekly rate at least\nequal to the bi-weekly salary paid to the Executive by Mattel on the date\nof this Agreement.  The Base Salary shall be reviewed at least every two\nyears and may be increased at any time and from time to time by action of\nthe Board of Directors of Mattel or any committee thereof or any individual\nhaving authority to take such action in accordance with Mattel's regular\npractices.  Any increase in the Base Salary shall not serve to limit or\nreduce any other obligation of Mattel\n\n\n                                 -4-\n\n\nhereunder, and after any such increase, the Base Salary shall not be reduced.\n\n          (b)  Bonus Programs.  In addition to the Base Salary, the\nExecutive shall participate throughout the Employment Period in Mattel's\ncash, deferred bonus, incentive plans and programs ('Bonus Programs') as\nmay be in effect from time to time with respect to executives employed by\nMattel at a participation level reflecting the Executive's\nresponsibilities, including, but not limited to, the Management Incentive\nPlan ('MIP') and the Long-Term Incentive Plan ('LTIP') as they may be\nmodified from time to time and any plans or programs substituted therefor;\nprovided that, except as provided in Section 5(f) hereof, the determination\nof the amounts to be paid pursuant to such plans or programs shall be made\nby the Board of Directors of Mattel or a committee thereof authorized to\ntake such action and shall be made in accordance with Mattel's compensation\npractice and the terms and provisions of such plans or programs; provided\nfurther that the Executive's eligibility for and participation in each of\nthe Bonus Programs shall be at a level and on terms and conditions no less\nfavorable than those available to any other comparably situated executive\nor consultant.\n\n          (c)  Incentive and Savings Plans.  In addition to the Base Salary\nand participation in the Bonus Programs, during the Employment Period the\nExecutive shall be entitled to participate in all incentive and savings\nplans and programs, including, but\n\n\n                                 -5-\n\n\nnot limited to, stock option plans and retirement plans, as may be in effect\nfrom time to time with respect to executives employed by Mattel.  It is hereby\nprovided that in consideration of Executive's agreement herein to waive and\nrenounce any and all rights and benefits under the 1990 Supplemental Executive\nRetirement Plan, Executive shall become vested in the 1994 Supplemental\nExecutive Retirement Plan ('SERP') upon attaining age 50, provided however,\nthat Executive's eligibility to receive benefits under the SERP shall be\npostponed until Executive attains age 55, at which time, the benefit component\nattributable to Executive's age shall be based on an early retirement benefit\n(full benefit reduced by 25%) as if the Executive had attained age 55 upon\nretirement.\n\n          (d)  Benefit Plans.  The Executive and\/or her family, as the case\nmay be, shall be entitled to receive all amounts which she or her family is\nor would have been entitled to receive as benefits under all medical,\ndental, disability, group life, accidental death and travel accident\ninsurance plans and programs of Mattel in which the Executive is a\nparticipant as in effect from time to time with respect to executives\nemployed by Mattel.\n\n          (e)  Expenses.  During the Employment Period, the Executive shall\nbe entitled to receive prompt reimbursement for all reasonable expenses\nincurred by the Executive in accordance with the policies and practices of\nMattel as in effect from time to time with respect to executives employed\nby Mattel.\n\n\n                                 -6-\n\n\n          (f)  Fringe Benefits.  The Executive shall be entitled to fringe\nbenefits, commensurate with those available to comparable level executives,\nincluding an automobile and related expenses as well as the use of a\ncompany-issued gasoline credit card, club memberships and related expenses,\nand financial and legal counseling in accordance with the policies of\nMattel as in effect from time to time with respect to executives employed\nby Mattel.  It is further agreed and understood that Executive is entitled\nto purchase all of her office furnishings for $1.00, upon her termination\nfrom Mattel, irrespective of the reason for termination.\n\n          (g)  Vacation.  During the Employment Period, the Executive shall\nbe entitled to paid vacation in accordance with the policies of Mattel as\nin effect from time to time with respect to executives employed by Mattel.\n\n          (h)  Home Mortgage Loan.  Mattel agrees that the existing\nprovisions of the home mortgage loan, which was previously provided to\nExecutive pursuant to terms and conditions memorialized in the Amended and\nRestated Employment Agreement dated as of November 30, 1993, shall remain\nin effect, except that if Executive's employment is terminated for reasons\nother than 'Cause' by Mattel, or for 'Good Reason' by the Executive, or in\nconnection with a 'Change in Control' (as such terms are\n\n\n                                 -7-\n\n\nhereinafter defined), the principal amount of the loan and all accrued\nunpaid interest shall be forgiven and forever canceled.\n\n          (i)  Certain Amendments.  Nothing herein shall be construed to\nprevent Mattel from amending, altering, eliminating or reducing any plans,\nbenefits or programs so long as the Executive continues to have the\nopportunity to receive compensation and benefits consistent with Sections\n3(a) through (h).\n\n     4.   Termination.\n          (a)  Death or Disability.  This Agreement shall terminate\nautomatically upon the Executive's death; provided that Base Salary, all\nbonuses and earned benefits will be continued and paid for a period of six\n(6) months thereafter, unless a longer period is otherwise specified.\nMattel may terminate this Agreement, after having established the\nExecutive's Disability, by giving to the Executive written notice of its\nintention to terminate her employment, and her employment with Mattel shall\nterminate effective on the 90th day after receipt of such notice (the\n'Disability Effective Date').  For purposes of this Agreement, the\nExecutive's Disability shall occur and shall be deemed to have occurred\nonly when the Executive becomes entitled to receive disability benefits\nunder the Mattel Long-Term Disability Plan for exempt employees.\n\n\n                                 -8-\n\n\n          (b)  Cause.  Mattel may terminate the Executive's employment for\n'Cause' if a majority, consisting of at least 2\/3 of the non-management\nmembers of the Board of Directors of Mattel, determines that 'Cause'\nexists. For purposes of this Agreement, 'Cause' means (i) an act or acts of\ndishonesty on the Executive's part which are intended to result in her\nsubstantial personal enrichment at the expense of Mattel; (ii) repeated\nviolations by the Executive of her obligations under Section 2 of this\nAgreement which are demonstrably willful and deliberate on the Executive's\npart and which resulted in material injury to Mattel; (iii) conduct of a\ncriminal nature which has or which is more likely than not to have a\nmaterial adverse effect on Mattel's reputation or standing in the community\nor on its continuing relationships with its customers or those who purchase\nor use its products; or (iv) fraudulent conduct in connection with the\nbusiness or affairs of Mattel, regardless of whether said conduct is\ndesigned to defraud Mattel or others; provided that, in each case, the\nExecutive has received written notice of the described activity, has been\nafforded a reasonable opportunity to cure or correct the activity described\nin the notice, and has failed to substantially cure, correct or cease the\nactivity, as appropriate.\n\n          (c)  Good Reason.  The Executive may terminate her employment at\nany time for Good Reason.  For purposes of this Agreement, 'Good Reason'\nmeans the good faith determination by\n\n\n                                 -9-\n\n\nthe Executive that any one or more of the following have occurred:\n\n               (i)  without the express written consent of the Executive,\nany change(s) in any of the duties, authority, or responsibilities of the\nExecutive which is (are) inconsistent in any substantial respect with the\nExecutive's position, authority, duties, or responsibilities as\ncontemplated by Section 2 of this Agreement;\n\n               (ii)  any failure by Mattel to comply with any of the\nprovisions of Section 3 of this Agreement, other than an insubstantial and\ninadvertent failure remedied by Mattel promptly after receipt of notice\nthereof given by the Executive;\n\n               (iii) without the Executive's consent, any requirement by\nMattel that Executive be based at any office or location other than an\noffice or location in Los Angeles, California, except for travel reasonably\nrequired in the performance of the Executive's responsibilities;\n\n               (iv) any proposed termination by Mattel of the Executive's\nemployment otherwise than as permitted by this Agreement; or\n\n               (v) any failure by Mattel to obtain the assumption and\nagreement to perform this Agreement by a successor as contemplated by\nSection 12(b).\n\n          (d)  Change of Control.  A 'Change of Control' shall be deemed to\nhave occurred if:\n\n                                 -10-\n\n\n               (i)  any 'Person,' which shall mean a 'person' as such term\nis used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,\nas amended (the 'Exchange Act'), (other than Mattel, any trustee or other\nfiduciary holding securities under an employee benefit plan of Mattel) is\nor becomes the 'beneficial owner' (as defined in Rule 13d-3 under the\nExchange Act), directly or indirectly, of securities of Mattel representing\n20% or more of the combined voting power of Mattel's then outstanding\nvoting securities;\n\n               (ii)  during any period of 24 consecutive months,\nindividuals, who at the beginning of such period constitute the Board of\nDirectors of Mattel, and any new director whose election by the Board of\nDirectors, or whose nomination for election by Mattel's stockholders, was\napproved by a vote of at least one-half (1\/2) of the directors then in\noffice (other than in connection with a contested election), cease for any\nreason to constitute at least a majority of the Board of Directors;\n\n               (iii)  the stockholders of Mattel approve (I) a plan of\ncomplete liquidation of Mattel or (II) the sale or other disposition by\nMattel of all or substantially all of Mattel's assets unless the acquirer\nof the assets or its board of directors shall meet the conditions for a\nmerger or consolidation in subparagraphs (iv)(I) or (iv)(II) below; or\n\n               (iv)  the consummation of a merger or consolidation of\nMattel with any other entity other than:\n\n\n                                 -11-\n\n\n                    (I)  a merger or consolidation which results in the\nvoting securities of Mattel outstanding immediately prior thereto\ncontinuing to represent (either by remaining outstanding or by being\nconverted into voting securities of the surviving entity) more than 50% of\nthe combined voting power of the surviving entity's outstanding voting\nsecurities immediately after such merger or consolidation; or\n\n                    (II)  a merger or consolidation which would result in\nthe directors of Mattel (who were directors immediately prior thereto)\ncontinuing to constitute at least 50% of all directors of the surviving\nentity immediately after such merger or consolidation.\n\n     In this paragraph (iv), 'surviving entity' shall mean only an entity\nin which all of Mattel's stockholders immediately before such merger or\nconsolidation (determined without taking into account any stockholders\nproperly exercising appraisal or similar rights) become stockholders by the\nterms of such merger or consolidation, and the phrase 'directors of Mattel\n(who were directors immediately prior thereto)' shall include only\nindividuals who were directors of Mattel at the beginning of the 24\nconsecutive month period preceding the date of such merger or\nconsolidation.\n\n          (e)  Notice of Termination.  Any termination of the Executive's\nemployment by Mattel for Cause or following a Change of Control or by the\nExecutive for Good Reason shall be\n\n\n                                 -12-\n\n\ncommunicated by Notice of Termination to the other party hereto given in\naccordance with Section 14(b).  Any termination by Mattel due to Disability\nshall be given in accordance with Section 4(a).  For purposes of this\nAgreement, a 'Notice of Termination' means a written notice which (i) indicates\nthe specific termination provision in this Agreement relied upon; (ii) except\nin the event of a termination following a Change of Control, sets forth in\nreasonable detail the facts and circumstances claimed to provide a basis for\ntermination of the Executive's employment under the provision so indicated; and\n(iii) specifies the Date of Termination (defined below).\n\n          (f)  Date of Termination.  'Date of Termination' means the date\nof actual receipt of the Notice of Termination or any later date specified\ntherein (but not more than fifteen (15) days after the giving of the Notice\nof Termination), as the case may be; provided that (i) if the Executive's\nemployment is terminated by Mattel for any reason other than Cause or\nDisability, the Date of Termination is the date on which Mattel notifies\nthe Executive of such termination; (ii) if the Executive's employment is\nterminated due to Disability, the Date of Termination is the Disability\nEffective Date; and (iii) if the Executive's employment is terminated due\nto the Executive's death, the Date of Termination shall be the date of\ndeath.\n\n     5.   Obligations of Mattel upon Termination.  Other than as\nspecifically set forth or referenced in this Agreement, the\n\n\n                                 -13-\n\n\nExecutive shall not be entitled to any benefits on or after the Date of\nTermination.\n\n          (a)  Death.  If the Executive's employment is terminated by\nreason of the Executive's death, this Agreement shall terminate without\nfurther obligations by Mattel to the Executive's legal representatives\nunder this Agreement other than those obligations accrued hereunder or\nunder the terms of the applicable Mattel plan or program which takes effect\nat the date of her death or as otherwise provided in Section 4(a) or this\nSection 5(a).  As of the Date of Termination, the Executive's family shall\nbe entitled to (i) the Executive's benefits on the terms described in\nSection 5(d)(vi)(I), except that healthcare insurance coverage and\nfinancial and legal counseling services shall terminate on the third\nanniversary of the Date of Termination and (ii) retirement benefits payable\nto Executive's surviving spouse or other named beneficiaries under the\nprovisions of the 'SERP' in accordance with Executive's eligibility for\n'SERP' as provided for under Section 5(d)(vii). The Executive's country\nclub membership must be converted or sold, as the case may be, by the\nExecutive's successor-in-interest within one year after the Date of\nTermination on the terms described in Section 5(d)(vi)(III); provided that\nno such conversion or sale shall be required and Mattel shall cause the\nmembership to be transferred to the Executive's spouse at no cost to the\nspouse if the Executive has had the membership for at least three years.\n\n\n                                 -14-\n\n\n          (b)  Disability.  If the Executive's employment is terminated by\nreason of the Executive's Disability, the Executive shall be entitled to\nreceive after the Disability Effective Date (i) disability benefits, if\nany, at least equal to those then provided by Mattel to disabled executives\nand\/or their families and (ii) those other benefits on the terms described\nin Section 5(d)(vi).\n\n          (c)  Cause.  If the Executive's employment is terminated for\nCause or if the Executive terminates her employment without Good Reason,\nMattel shall pay the Executive her full Base Salary through the Date of\nTermination at the rate in effect at the time Notice of Termination is\ngiven, and Mattel shall have no further obligations to the Executive under\nthis Agreement.\n\n          (d)  Good Reason; Other Than for Cause or Disability. If Mattel\nterminates the Executive's employment other than for Cause or Disability or\nthe Executive terminates her employment for Good Reason (in each case,\nother than within 18 months following a Change of Control as provided in\nSection 5(e)):\n\n               (i)  Mattel shall pay to the Executive in a lump sum in cash\nwithin 30 days after the Date of Termination the aggregate of the following\namounts:\n\n                                 -15-\n\n\n                    (A)  if not theretofore paid, the Executive's Base\nSalary through the Date of Termination at the rate in effect at the time of\nNotice of Termination was given;\n\n                    (B)  a current year MIP bonus equal to the average of\nthe greatest two out of the three most recent annual MIP bonuses received\nby the Executive (which two greatest MIP bonuses need not represent\nconsecutive years) (the 'Average Annual Bonus') and prorated to reflect the\ntotal number of full months the Executive is employed in the year in which\ntermination occurs;\n\n                    (C)  an LTIP payment reflective of the Executive's\nparticipation in the three-year plan, so that at the time that final\nperformance under the LTIP is determinable and individual payouts\ncalculated, the Executive shall promptly receive an amount equivalent to\nwhat she would have received if she had remained employed through the date\nof such payouts, less any interim payments already made pursuant to the\nExecutive's continuing eligibility for full participation in the LTIP; and\n\n                    (D)  five times the sum of (x) the Executive's annual\nBase Salary at the rate in effect at the time the Notice of Termination is\ngiven and (y) the Average Annual Bonus defined in Section 5(d)(i)(B), but\nwithout proration (and, in each such case, without regard to any\ncontributions by Mattel for the Executive's benefit to the Mattel Personal\nInvestment Plan ('PIP')).\n\n                                 -16-\n\n\n               (ii)  Options granted to the Executive under Mattel's stock\noption plans (the 'Stock Option Plans') which options have been granted for\nmore than six months shall become immediately exercisable and the Executive\nshall have a period of 90 days following the Date of Termination (but in no\nevent past the expiration of the term of the option grant) to exercise all\noptions granted under the Stock Option Plans then exercisable or which\nbecome exercisable pursuant to this clause (ii).  In the event the\nExecutive is age 52 or older on the Date of Termination, she will be\ntreated as a retiree under the Stock Option Plans, which will enable the\nExecutive to vest in and exercise stock options theretofore granted\nthereunder, at the election of the Executive, (x) in the manner described\nin the immediately preceding sentence, or (y) for a period of up to five\nyears after the Date of Termination (but in no event past the expiration of\nthe term of the option grant).\n\n               (iii) Awards of restricted stock granted to the Executive\nshall become distributable as of the Date of Termination in the same manner\nas they would have been distributable had the Executive remained an\nexecutive of Mattel to the date the restrictions lapse under the grants,\nexcept that if termination occurs prior to full vesting on January 1, 1997,\nthe measurement period for determining whether the performance goals have\nbeen satisfied shall be the period commencing on January 1, 1994 and ending\non the last day of Mattel's most recent fiscal quarter ending immediately\nprior to the Date of Termination.\n\n\n                                 -17-\n\n\n               (iv)  Mattel shall, promptly upon submission by the\nExecutive of supporting documentation, pay or reimburse to the Executive\nany costs and expenses paid or incurred by the Executive which would have\nbeen payable under Section 3(e) if her employment had not terminated.\n\n               (v)  The Executive shall be entitled to purchase her office\nfurnishings from Mattel for $1.00.\n\n               (vi)  Until the earlier of (x) the third anniversary of the\nDate of Termination or (y) the date the Executive accepts other employment,\nMattel shall provide to the Executive at Mattel's expense:\n\n                    (I)  medical, dental, prescription drug and vision care\ngroup insurance in accordance with the coverage in effect immediately prior\nto the Date of Termination (the last 18 months of the Executive's coverage\nunder such insurance shall be deemed to be participation under an election\nto continue such benefits under the Consolidated Omnibus Budget\nReconciliation Act at Mattel's expense);\n\n                    (II)  outplacement services at the expense of Mattel\ncommensurate with those provided to terminated executives of comparable\nlevel and made available through and at the facilities of a reputable and\nexperienced vendor; and\n\n                    (III) continuation of country-club membership\n'signatory\/representative' status as in effect immediately prior to the\nDate of Termination; and within ninety (90) days following the Date of\nTermination, Mattel shall cause the membership to be\n\n\n                                 -18-\n\n\ntransferred to the Executive at no cost to the Executive (but subject to\ntax reporting as imputed income applicable to the year in which the membership\nis transferred).\n\n     For the three-year period after the Date of Termination, the Executive\nshall remain eligible for use of personal financial and legal counseling\nservices through the vendor engaged and paid for by Mattel.  The Executive\nmay continue to use the car leased by Mattel that is in the Executive's\npossession on the Date of Termination until the earlier of (x) the end of\nthe lease term or (y) the third anniversary of the Date of Termination, at\nwhich time the Executive may purchase the car for $1.00 (if at the end of\nthe lease term) or Mattel's book value (if on the third anniversary of the\nDate of Termination).  As of the Date of Termination, all expenses related\nto such leased car, including but not limited to repairs, maintenance,\ngasoline, and car phone and associated expenses, shall be the sole\nresponsibility of the Executive.\n\n                    (vii) Credit shall be given for three years of service\n(in addition to actual service) and for three years of attained age to be\nadded to the Executive's actual age for purposes of computing any service\nand age-related benefits for which the Executive is eligible under the\nplans and programs of Mattel, including but not limited to the 1994\nSupplemental Executive Retirement Plan (including any successor plan\nthereto in which the Executive is a participant, the 'SERP'), the Mattel\nDeferred Compensation Plan, the PIP, the Mattel Retiree Medical\n\n\n                                 -19-\n\n\nPlan, and the Stock Option Plans.  In the event of an applicable termination\nunder the provisions of Sections 5 (d) or (e), and pursuant to the terms of\nSection 3.(c) which includes a waiver and renunciation of rights under the\n1990 Supplemental Executive Retirement Plan which therein provided for\nbenefits eligibility at age 50, the Executive shall be accorded eligibility\nunder the SERP as early as age 47, based on the three additional years of\nage-related credit under this paragraph; however, such premature\neligibility shall be limited in application to the extent that it shall\nqualify the Executive to receive benefits under the SERP as early as age 52\nupon having attained at least age 47 on the Date of Termination.  For\npurposes of benefits calculation in the event of an applicable termination\nafter attaining age 47, Executive shall be treated as if she had actually\nattained age 52 on the Date of Termination.  Further, with regard to\ncomputing the Executive's benefit under the SERP, the formula described in\nSection 5(d)(i)(B) shall be utilized in calculating the maximum benefit,\nnamely:  the formula shall be 25% of the average of the final three years\nof annual Base Salary (including the calendar year in which the Date of\nTermination occurs), plus the average of the greatest two of the three most\nrecent annual MIP bonuses received by the Executive.\n\n          (e)  Change of Control.  If, within 18 months following a Change\nof Control, the Executive terminates her employment for Good Reason or\nMattel or the surviving entity terminates the Executive's employment other\nthan for Cause or Disability:\n\n                                 -20-\n\n\n               (i)  Mattel shall pay to the Executive in a lump sum in cash\nwithin 30 days after the Date of Termination the aggregate of the following\namounts:\n\n                    (A)  if not theretofore paid, the Executive's Base\nSalary through the Date of Termination at the rate in effect at the time of\nNotice of Termination was given;\n\n                    (B)  an amount equal to the MIP bonus that would have\nbeen payable to executives of Mattel in the same bonus category as the\nExecutive pursuant to the Bonus Programs provided in Section 3(b) assuming,\nfor purposes of calculating the amount of the bonus pool under the plan,\nthat the 'maximum' amount, as that term is used in the plan, was achieved\nfor the current plan year (the 'Maximum Annual Bonus'), with such amount\nprorated to reflect the number of full months the Executive is employed in\nthe year in which termination occurs;\n\n                    (C)  an LTIP payment for the current year, assuming\nachievement of the three-year maximum award, prorated to reflect the total\nnumber of full months the Executive is employed in the year in which\ntermination occurs;\n\n                    (D)  five times the sum of (x) the Executive's annual\nBase Salary at the rate in effect at the time the Notice of Termination is\ngiven and (y) the Maximum Annual Bonus defined in Section 5(e)(i)(B), but\nwithout proration (and, in each such case, without regard to any\ncontributions by Mattel for the Executive's benefit to the PIP); and\n\n\n                                 -21-\n\n\n                    (E)  two times the full term payout for the three-year\nperiod of the LTIP, assuming for purposes of calculating the amount earned\nunder the LTIP, achievement of the three-year maximum award (including the\nfull amount of the premium), less any interim payments previously received\nby the Executive.\n\n               (ii)  If it is determined that any payment or distribution\nby Mattel to the Executive pursuant to Section 5(e) (determined without\nregard to any additional payments required pursuant to this sentence) (a\n'Payment') would be subject to the excise tax imposed by Section 4999 of\nthe Internal Revenue Code of 1986, as amended (the 'Code'), or any interest\nor penalties are incurred by the Executive with respect to such excise tax\n(such excise tax, together with any such interest and penalties, are\nhereinafter collectively referred to as the 'Excise Tax'), then the\nExecutive shall be entitled to receive with respect to each Payment an\nadditional payment (a 'Gross-Up Payment') in an amount such that after\npayment by the Executive of all taxes (including any interest or penalties\nimposed with respect to such taxes), including, without limitation, any\nincome taxes (and any interest and penalties imposed with respect thereto)\nand Excise Tax imposed upon the Gross-Up Payment, the Executive retains an\namount of the Gross-Up Payment equal to the Excise Tax imposed upon the\nPayments.\n\n                                 -22-\n\n\n               (iii)  In addition, the Executive shall receive the amounts\nand be entitled to the benefits provided in clauses (ii), (iii), (iv), (v),\n(vi) and (vii) of Section 5(d).\n\n          (f)  Bonus During Cancellation Period.  If Mattel notifies the\nExecutive that the Employment Period provided in Section 1 hereof will not\nbe automatically extended as provided therein, the compensation of the\nExecutive shall continue as provided in this Agreement for the period\nprovided therein, except that the amount of MIP compensation payable under\nthe Bonus Programs with respect to each fiscal year during such period\n(including the year in which the notice was given) shall be the Average\nAnnual Bonus as determined in Section 5(d)(i)(B). Amounts payable with\nrespect to the year in which the term specified in Section 1 expires shall\nbe prorated based on a fraction the numerator of which is the number of\nfull months from the beginning of such year until the date of the\nexpiration of this Agreement and denominator of which is 12.\n\n     6.   Election of Executive.\n          (a)  Time and Capacity.  Mattel and Executive expect that\nExecutive will continue to report to John W. Amerman, Chairman of the Board\nand that on or before December 31, 1996, Mattel, through its Board of\nDirectors, shall cause Executive to be elected President and Chief\nExecutive Officer of Mattel with responsibilities for all functional areas\nof Mattel including, but not limited to, the USA and International\nDivisions,\n\n\n                                 -23-\n\n\nOperations, Fisher-Price or any after acquired company, Administration\nand the Corporate Staff.\n\n          (b)  Termination.  In the event that (w) on or before January 31,\n1997, Executive is not elected President and Chief Executive Officer with\nresponsibilities for all functions of Mattel as outlined in Section 6(a),\nor (x) if at any time on, before or after January 31, 1997, a person other\nthan John W. Amerman is elected Chairman of the Board, Executive may\nterminate her employment at any time (y) during the 180-day period\nbeginning on February 1, 1997 if Executive is not elected to one of the\noffices described in clause (w) of this Section 6(b), or (z) during the\n180-day period beginning on the date a person other than John W. Amerman is\nelected Chairman of the Board.  Any termination by Executive shall be given\nby Notice of Termination in accordance with the provisions of Section 4(e)\nand the Date of Termination shall be the date determined in accordance with\nSection 4(f).\n\n          (c)  Obligation of Mattel Upon Termination.  If Executive shall\nterminate her employment as provided in this Section 6, it shall be deemed\na termination for Good Reason within the meaning of Section 4(c) and Mattel\nshall pay to Executive the amount specified in Section 5(d) hereof.\n\n          (d)  Payments Exclusive.  The amounts payable pursuant to this\nSection 6 are in lieu of and not in addition to amounts\n\n\n                                 -24-\n\n\npayable under Section 5.  In the event it is determined that payments are\ndue under this Section 6 and Section 5, payments shall be determined\npursuant to this Section 6.\n\n     7.  Non-exclusivity of Rights.     Nothing in this Agreement shall\nprevent or limit the Executive's continuing or future participation in any\nbenefit, bonus, incentive or other plan or program provided by Mattel and\nfor which the Executive may qualify, nor shall anything herein limit or\notherwise affect such rights as the Executive may have under any stock\noption or other agreement with Mattel or any of its affiliated companies.\nExcept as otherwise provided herein, amounts which are vested benefits or\nwhich the Executive is otherwise entitled to receive under any plan or\nprogram of Mattel at or subsequent to the Date of Termination shall be\npayable in accordance with such plan or program.\n\n     8.   No Set Off, Payment of Fees.  Except as provided herein, Mattel's\nobligation to make the payments provided for in this Agreement and\notherwise to perform its obligations hereunder shall not be affected by any\ncircumstances, including without limitation any set-off, counterclaim,\nrecoupment, defense or other right which Mattel may have against the\nExecutive or others.  Mattel agrees to pay, to the full extent permitted by\nlaw, all legal fees and expenses which the Executive may reasonably incur\nas a result of any contest (regardless of the outcome thereof) by Mattel or\nothers of the validity or\n\n\n                                 -25-\n\n\nenforceability of, or liability under, any\nprovision of this Agreement other than expenses relating to a claim by the\nExecutive that she terminated for Good Reason or that the termination for\nCause was improper, in which case such fees and expenses shall be paid only\nif the Executive prevails in whole or in part.  All amounts provided herein\nshall include, in each case, interest, compounded quarterly, on the total\nunpaid amount determined to be payable under this Agreement, such interest\nto be calculated on the basis of the prime commercial lending rate\nannounced by Bank of America National Trust and Savings Association in\neffect from time to time during the period of such nonpayment.  In the\nevent that the Executive shall in good faith give a Notice of Termination\nfor Good Reason and it shall thereafter be determined that Good Reason did\nnot exist, the employment of the Executive shall, unless Mattel and the\nExecutive shall otherwise mutually agree, be deemed to have terminated at\nthe Date of Termination specified in such purported Notice of Termination\nby mutual consent of Mattel and the Executive and thereupon, the Executive\nshall be entitled to receive only those payments and benefits which she\nwould have been entitled to receive at such date.\n\n     9.   Arbitration of Disputes.\n          (a)  The parties agree that any disputes, controversies or claims\nwhich arise out of or relate to this Agreement, the Executive's employment\nor the termination of her employment, including, but not limited to, any\nclaim relating to the\n\n\n                                 -26-\n\n\npurported validity, interpretation, enforceability or\nbreach of this Agreement, and\/or any other claim or controversy arising out\nof the relationship between the Executive and Mattel (or the nature of the\nrelationship) or the continuation or termination of that relationship,\nincluding, but not limited to, claims that a termination was for Cause,\nincluding the determination of Mattel's Board of Directors in accordance\nwith Section 4(b), or for Good Reason, claims for breach of covenant,\nbreach of an implied covenant of good faith and fair dealing, wrongful\ntermination, breach of contract, or intentional infliction of emotional\ndistress, defamation, breach of right of privacy, interference with\nadvantageous or contractual relations, fraud, conspiracy or other tort or\nproperty claims of any kind, which are not settled by agreement between the\nparties, shall be settled by arbitration under the labor arbitration rules\nof the American Arbitration Association before a board of three\narbitrators, as selected thereunder.\n\n     One arbitrator shall be selected by the Executive, one by Mattel and\nthe third by the two persons so selected, all in accordance with the labor\narbitration rules of the American Arbitration Association then in effect.\nIn the event that the arbitrator selected by the Executive and the\narbitrator selected by Mattel are unable to agree upon a third arbitrator,\nthen the third arbitrator shall be selected from a list of seven provided\nby the office of the American Arbitration Association nearest to the\nExecutive's residence with the parties striking names in\n\n\n                                 -27-\n\n\norder and the party striking first to be determined by the flip of a coin.\nThe arbitration shall be held in a location to be mutually agreed upon by the\nparties.  In the absence of agreement, the Chairman of the Board of Mattel\nshall determine the location.\n\n          (b)  In consideration of the parties' agreement to submit to\narbitration all disputes with regard to this Agreement and\/or with regard\nto any alleged contract, or any other claim arising out of their conduct,\nthe relationship existing hereunder or the continuation or termination of\nthat relationship, and in further consideration of the anticipated\nexpedition and the minimizing of expense resulting from this arbitration\nremedy, the arbitration provisions of this Agreement shall provide the\nexclusive remedy, and each party expressly waives any right she or it may\nhave to seek redress in any other forum.\n\n          (c)  Any claim which either party has against the other party\nwhich could be submitted for resolution pursuant to this Section 9 must be\npresented in writing by the claiming party to the other within one year of\nthe date the claiming party knew or should have known of the facts giving\nrise to the claim, except that claims arising out of or related to the\ntermination of the Executive's employment must be presented by her within\none year after the Date of Termination.  Unless the party against whom any\nclaim is asserted waives the time limits set forth above, any\n\n\n                                 -28-\n\n\nclaim not brought within the time periods specified shall be waived and\nforever barred.\n\n          (d)  Mattel will pay all costs and expenses of the arbitration to\nthe extent provided in this Section 9.  In the event expenses are not paid\nby Mattel, and without diminishing the Executive's right to reimbursement\nas provided in this Section, costs and expenses shall be paid as follows:\n(x) the expenses of the neutral arbitrator and of a transcript of any\narbitration proceeding shall be divided equally between the Executive and\nMattel; and (y) each party shall bear the expenses of the arbitrator\nselected by it and of the witnesses it calls.\n\n          (e)  Any decision and award or order of a majority of the\narbitrators shall be binding upon the parties hereto and judgment thereon\nmay be entered in the Superior Court of the State of California or any\nother court having jurisdiction.\n\n          (f)  Each of the above terms and conditions of this Section 9\nshall have separate validity and the invalidity of any part thereof shall\nnot affect the remaining parts.\n\n          (g)  Any decision and award or order of a majority of the\narbitrators shall be final and binding between the parties as to all claims\nwhich were raised in connection with the dispute to the full extent\npermitted by law. In all other cases, the parties agree that a decision of\na majority of arbitrators shall be a\n\n\n                                 -29-\n\n\ncondition precedent to the institution or maintenance of any legal, equitable,\nadministrative, or other formal proceeding by the Executive in connection with\nthe dispute, and that the decision and opinion of the board of arbitrators may\nbe presented in any other forum on the merits of the dispute.\n\n     10.  General Release.  The Executive acknowledges and agrees that this\nAgreement includes the entire agreement and understanding between the\nparties with regard to the Executive's employment, the termination thereof\nduring the Employment Period, and all amounts to which the Executive shall\nbe entitled whether during the term of employment or upon termination\nthereof. Accordingly, upon Mattel's fulfilling its obligations to the\nExecutive hereunder, the Executive, on behalf of herself and her\nsuccessors, assigns, heirs and any and all other persons claiming through\nthe Executive, if any, and each of them, shall and does hereby forever\nrelieve, release, and discharge Mattel and its respective predecessors,\nsuccessors, assigns, owners, attorneys, representatives, affiliates, parent\ncorporations, subsidiaries (whether or not wholly-owned), divisions,\npartners and their officers, directors, agents, employees, servants,\nexecutors, administrators, accountants, investigators, insurers, and any\nand all other related individuals and entities, if any, and each of them,\nin any and all capacities, from any and all claims, debts, liabilities,\ndemands, obligations, liens, promises, acts, agreements, costs and expenses\n(including, but not limited to, attorneys' fees), damages, actions and\ncauses of action, of\n\n\n                                 -30-\n\n\nwhatever kind or nature, including, without\nlimitation, any statutory, civil or administrative claim, or any claim,\narising out of acts or omissions occurring before the execution of this\nAgreement, whether known or unknown, suspected or unsuspected, fixed or\ncontingent, apparent or concealed (collectively referred to as 'claims'),\nincluding, but not limited to, any claims based on, arising out of, related\nto or connected with the subject matter of this Agreement, the Executive's\nemployment or the termination thereof, and any and all facts in any manner\narising out of, related to or connected with the Executive's employment\nwith, or termination of employment from, Mattel or any of its related\nentities, including, but not limited to, any claims arising from rights\nunder federal, state, and local laws prohibiting discrimination on the\nbasis of race, national origin, sex, religion, age, marital status,\npregnancy, handicap, ancestry, sexual orientation, or any other form of\ndiscrimination, and any common law claims of any kind, including, but not\nlimited to, contract, tort, and property rights including, but not limited\nto, breach of contract, breach of the implied covenant of good faith and\nfair dealing, tortious interference with contract or current or prospective\neconomic advantage, fraud, deceit, misrepresentation, defamation, wrongful\ntermination, infliction of emotional distress, breach of fiduciary duty,\nand any other common law claim of any kind whatever.\n\n\n                                 -31-\n\n\n     Upon Mattel's fulfilling its obligations to the Executive hereunder,\nthe Executive expressly waives any and all rights under Section 1542 of the\nCivil Code of the State of California, and all other federal or state\nstatutory rights, rules, and principles of common law or equity, including\nwithout limitation those of any jurisdiction, government, or political\nsubdivision thereof, similar to Section 1542 ('similar provision'). Thus\nthe Executive may not invoke the benefits of Section 1542 or any similar\nprovision in order to prosecute or assert in any manner any claims released\nhereunder. Section 1542 provides as follows:\n\n          'A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR\n          DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF\n          EXECUTING THE RELEASE, WHICH IF KNOWN BY HER MUST HAVE MATERIALLY\n          AFFECTED HER SETTLEMENT WITH THE DEBTOR.'\n\n     11.  Confidential Information.  The Executive shall hold in a\nfiduciary capacity for the benefit of Mattel all secret or confidential\ninformation, knowledge or data relating to Mattel or any of its affiliated\ncompanies, and their respective businesses, which shall have been obtained\nby the Executive during her employment by Mattel or any of its affiliated\ncompanies and which shall not be public knowledge and will continue to be\nbound by the provisions of the Patent and Confidence Agreement previously\nexecuted by the Executive.  After termination of the Executive's employment\nwith Mattel, she shall not, without the prior written consent of Mattel,\ncommunicate or divulge any such information,\n\n\n                                 -32-\n\n\nknowledge or data to anyone other than Mattel and those designated by it.\n\n     12.  Successors.\n          (a)  This Agreement is personal to the Executive and without the\nprior written consent of Mattel shall not be assignable by the Executive\notherwise than by will or the laws of descent and distribution.  This\nAgreement shall inure to the benefit of and be enforceable by the\nExecutive's legal representatives.\n\n          (b)  This Agreement shall inure to the benefit of and be binding\nupon Mattel and its successors.  Mattel shall require any successor to all\nor substantially all of the business and\/or assets of Mattel, whether\ndirect or indirect, by purchase, merger, consolidation, acquisition of\nstock, or otherwise, by an agreement in form and substance satisfactory to\nthe Executive, expressly to assume and agree to perform this Agreement in\nthe same manner and to the same extent as Mattel would be required to\nperform if no such succession had taken place.\n\n     13.  Amendment; Waiver.  This Agreement contains the entire agreement\nbetween the parties with respect to the subject matter hereof and may be\namended, modified or changed only by a written instrument executed by the\nExecutive and Mattel.  No provision of this Agreement may be waived except\nby a writing executed and\n\n\n                                 -33-\n\n\ndelivered by the party sought to be charged.  Any such written waiver will\nbe effective only with respect to the event or circumstance described\ntherein and not with respect to any other event or circumstance, unless\nsuch waiver expressly provides to the contrary.\n\n\n                                 -34-\n\n\n     14.  Miscellaneous.\n          (a)  This Agreement shall be governed by and construed in\naccordance with the laws of the State of California, without reference to\nprinciples of conflict of laws.  The captions of this Agreement are not\npart of the provisions hereof and shall have no force or effect.\n\n          (b)  All notices and other communications hereunder shall be in\nwriting; shall be delivered by hand delivery to the other party or mailed\nby registered or certified mail, return receipt requested, postage prepaid;\nshall be deemed delivered upon actual receipt; and shall be addressed as\nfollows:\n\n                    if to the Executive:\n\n                         Jill E. Barad\n                         *\n                         *\n\n                    if to Mattel:\n\n                         MATTEL, INC.\n                         333 Continental Blvd.\n                         El Segundo, CA  90245\n                         ATTENTION:  General Counsel\n\nor to such other address as either party shall have furnished to the other\nin writing in accordance herewith.\n\n          (c)  Any provision of this Agreement which is prohibited or\nunenforceable in any jurisdiction will, as to such jurisdiction, be\nineffective to the extent of such prohibition or\n\n\n* CONFIDENTIAL\n\n\n                                 -35-\n\n\nunenforceability without invalidating the remaining provisions hereof, and\nany such prohibition or unenforceability in any jurisdiction will not\ninvalidate or render unenforceable such provision in any other jurisdiction.\n\n          (d)  Mattel may withhold from any amounts payable under this\nAgreement such Federal, state or local taxes as shall be required to be\nwithheld pursuant to any applicable law or regulation.\n\n     IN WITNESS WHEREOF, each of the parties hereto has duly executed this\nAgreement as of the date first set forth above.\n\nEXECUTIVE:\n\n                              \/s\/ Jill E. Barad\n                              -----------------\n                              Jill E. Barad\n\n\nMATTEL:                       MATTEL, INC.,\n                              a Delaware corporation\n\n\n                              By:\/s\/ Ned Mansour\n                                 ---------------\n                                 Ned Mansour\n\n\nATTEST:\n\n\n\/s\/ Stephen Hartley\n-------------------\nAssistant Secretary\n\n\n                                 -36-\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":[9539,9544],"class_list":["post-39338","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39338","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=39338"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39338"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39338"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39338"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}