{"id":39339,"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-john-w-amerman.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-mattel-inc-and-john-w-amerman","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-mattel-inc-and-john-w-amerman.html","title":{"rendered":"Employment Agreement &#8211; Mattel Inc. and John W. Amerman"},"content":{"rendered":"<pre>\n                           EMPLOYMENT AGREEMENT\n\n     THIS EMPLOYMENT AGREEMENT, dated as of September 23, 1996 (the\n'Agreement'), is between Mattel, Inc., a Delaware corporation ('Mattel'),\nand John W. Amerman ('Amerman').\n\n     In consideration of services to be performed by Amerman under this\nAgreement, the termination of the Existing Employment Agreement between\nMattel and Amerman dated as of November 11, 1993 and which was made subject\nto an Interpretive Rider dated January 2, 1996 (collectively, the 'Existing\nEmployment Agreement'), and for other good and valuable consideration, the\nreceipt of which is hereby acknowledged, Mattel and Amerman desire to enter\ninto this Agreement which shall become effective on January 1, 1997, the\nfirst day following the termination of the Existing Employment Agreement.\n\n     1.   Termination of the Existing Employment Agreement.\nNotwithstanding anything to the contrary contained therein, the Existing\nEmployment Agreement shall terminate on December 31, 1996 and except as\nexpressly stated in this Agreement, neither Amerman nor Mattel shall have\nany further rights or obligations thereunder after such date.\n\n     2.  Employment Period and Duties.  Mattel hereby agrees to employ\nAmerman and continue him in its employ, and Amerman hereby accepts such\nemployment and agrees to remain in the employ of\n\n\n\n\nMattel, as a Senior Advisor to the Chief Executive Officer for the period\ncommencing on January 1, 1997 and ending on December 31, 1998 (the 'Employment\nPeriod').\n\n     Throughout the Employment Period, Amerman's duties, responsibilities,\nand authority shall be such advisory services as determined by the Chief\nExecutive Officer or by the Board of Directors, shall be consistent with\nhis level of experience and stature within the business community and shall\nbe performed in Los Angeles, California, unless Amerman consents to a\ntransfer outside the area.  Amerman will not be an officer of Mattel or any\nof its subsidiaries nor shall his employment include any policy making\nfunctions.  It is further provided that unless Amerman elects otherwise, he\nshall continue in the role of Mattel's Chairman of the Board of Directors,\nuntil the earlier of (i) when Jill E. Barad, in the role of Chief Executive\nOfficer and with the concurrence of the Board of Directors, elects to\nassume the additional role of Chairman of the Board, or (ii) a majority of\nthe Board appoints a new Chairman, or (iii) until December 31, 1997 when\nhis tenure as Chairman of the Board will expire, and thereupon, Amerman\nwill immediately relinquish his title and position as Chairman of the\nBoard.\n\n     This Agreement shall further serve to memorialize certain rights and\nbenefits owed to Amerman by Mattel during the period of his retirement from\nMattel, commencing no later than January\n\n\n                                 -2-\n\n\n1, 1999, notwithstanding the fact that the Employment Period, as described\nherein, shall not extend beyond December 31, 1998.\n\n     3.  Performance of Duties.  As Senior Advisor, Amerman agrees to\nperform necessary duties and services on behalf of Mattel, as reasonably\nrequested in good faith by the Chief Executive Officer during the\nEmployment Period; however, Amerman shall not be precluded from engaging in\nany outside business activity unrelated to Mattel, so long as Amerman does\nnot engage in the business of developing, producing, marketing or selling\nproducts or services of the kind or type being developed, produced,\nmarketed or sold by Mattel or its affiliates while Amerman is employed by\nMattel.  Amerman's duties shall also include cooperating with Mattel in\nconnection with any future or currently pending litigation, investigation\nor other matter, including without limitation, making himself available to\ntestify in any action as reasonably requested by Mattel.\n\n     4.   Compensation.\n          (a)  Base Salary.  Throughout the Employment Period, Amerman\nshall receive a base salary ('Base Salary') at the bi-weekly rate of\n$42,308.00, and the said Base Salary rate shall be maintained through the\nfinal pay period ending on or before December 31, 1998.\n\n\n                                 -3-\n\n\n          (b)  Bonus Programs.  In addition to the Base Salary, Amerman\nshall participate throughout the Employment Period in Mattel's Management\nIncentive Plan ('MIP') and its Long-Term Incentive Plan ('LTIP'),\ncollectively described as 'Bonus Programs'.  Amerman's participation in the\nMIP and the LTIP shall be provided for as follows:\n\n               (i)  For the 1996 MIP, payable in 1997, Amerman's award\nshall be made by the Compensation\/Options Committee of the Board of\nDirectors of Mattel, in accordance with the terms and provisions of the\n1996 MIP;\n\n               (ii)  For the 1997 MIP, payable in 1998, Amerman shall\nparticipate in accordance with the terms and provisions of the 1997 MIP,\nexcept that Amerman's award shall be made by the Compensation\/Options\nCommittee of the Board of Directors of Mattel, and the amount of such award\nshall be based exclusively on Mattel's overall corporate financial\nperformance in 1997 pursuant to its level of achievement with respect to\npre-established goals approved by the Compensation\/Options Committee, so\nlong as such performance is at or above 'Cut-In' as defined in the\nprovisions of the 1997 MIP;\n\n               (iii)  For the 1998 MIP, payable in 1999, Amerman shall\nparticipate in accordance with the terms and provisions of the 1998 MIP,\nexcept that Amerman's award shall be made by the Compensation\/Options\nCommittee of the Board of Directors of Mattel, and the amount of such award\nshall be based exclusively\n\n\n                                 -4-\n\n\non Mattel's overall corporate financial performance in 1998 pursuant to its\nlevel of achievement with respect to pre-established goals approved by the\nCompensation\/Options Committee, so long as such performance is at or above\n'Cut In' as defined in the provisions of the 1998 MIP; and,\n\n               (iv) Amerman's eligibility and participation in the 1996-\n1998 LTIP shall continue on the same basis as provided for under the\nExisting Employment Agreement dated as of November 11, 1993.\n\n          (c)  Retirement Plans.  In addition to the Base Salary and\nparticipation in the Bonus Programs, during the Employment Period, Amerman\nshall be entitled to participate in all retirement plans, specifically, but\nnot limited to, Mattel's 401(k) Plan and Mattel's Supplemental Executive\nRetirement Plan ('SERP'), as such plans may be in effect from time to time\nat Mattel.  It is agreed that in the calculation of Amerman's SERP benefit,\nthe provision in the Plan which defines the short-term bonus ('MIP')\ncomponent of his 'Final Average Compensation' shall be the average of the\nhighest two out of the last five year's awards.  In the event of Amerman's\ndeath prior to the conclusion of the Employment Period, Amerman's spouse\nshall receive a retirement benefit, as provided for pursuant to Amerman's\nelection and if no such election is made, then the '100% Joint and Survivor\nOption' shall apply in accordance with the\n\n\n                                 -5-\n\n\napplicable provisions of the SERP, and payment shall begin as soon as\npracticable after Amerman's death.\n\n          (d)  Benefit Plans.  During the Employment Period, Amerman and\/or\nhis family, as the case may be, shall be entitled to receive all amounts\nwhich he or his family is or would have been entitled to receive as\nbenefits under all medical, dental, disability, group life, accidental\ndeath and travel accident insurance plans and programs of Mattel in which\nAmerman is a participant as in effect from time to time at Mattel.\nFurther, following the completion of the Employment Period, Amerman and his\nfamily shall continue to be eligible for benefits under the medical,\ndental, and group life insurance plans in effect as of December 31, 1998,\nwith Amerman and his family's eligibility for coverages to continue up\nthrough and until Amerman's death, whereupon the applicable spouse-related\ncoverages pertaining to the medical and dental insurance plans shall\ncontinue to apply to Amerman's spouse, if living, for a period of six\nmonths following Amerman's death.\n\n          (e)  Expenses and Office Space.  During the Employment Period,\nAmerman shall be entitled to receive prompt reimbursement for all\nreasonable expenses incurred by him in accordance with the policies and\npractices of Mattel as in effect from time to time at Mattel.  In the event\nthat Amerman's offices during the Employment Period are located at a site\nother than at Mattel's\n\n\n                                 -6-\n\n\nheadquarters' building in El Segundo, California, Mattel shall provide\nAmerman with Company-paid office accommodations reasonably comparable to\nthose which he last occupied in the Mattel headquarters' building and\nappropriate administrative support as requested by Amerman.\n\n          (f)  Fringe Benefits.  During the Employment Period, Amerman\nshall be entitled to fringe benefits on the same basis as received by him\nunder the terms of his Existing Employment Agreement dated as of November\n11, 1993, including the automobile currently in his possession, along with\nassociated auto-related expenses as well as the use of a company-issued\ngasoline credit card, country club memberships and related expenses, and\nfinancial counseling in accordance with the policies of Mattel as in effect\nfrom time to time at Mattel.  Further, following the completion of the\nEmployment Period, Amerman shall be entitled to:  (i) continued use of the\nsame automobile up to December 31, 2001 whereupon Amerman may purchase said\nautomobile for $1.00 with such purchase to be consummated not later than\nJanuary 31, 2002; (ii) continued use of gasoline credit cards issued by\nMattel up to December 31, 2001; (iii) financial counseling paid for by\nMattel until Amerman's death; and (iv) continued payment by Mattel of\nannual country club dues and associated expenses up to December 31, 2001,\nwhen said membership shall be wholly transferred to Amerman at no cost to\nhim (but subject to tax\n\n\n                                 -7-\n\n\nreporting as imputed income applicable to the year in which the membership\nis transferred).\n\n          (g)  Stock Option Grants.  During the Employment Period, the\nBoard of Directors, in its sole discretion, may award stock option grants\nto Amerman in accordance with the terms and conditions of the 1996 Mattel\nStock Option Plan.\n\n          (h)  Certain Amendments.  Nothing herein shall be construed to\nprevent Mattel from amending, altering, eliminating or reducing any plans,\nbenefits or programs so long as Amerman continues to have the opportunity\nto receive compensation and benefits consistent with Sections 4(a) through\n(g).\n\n     5.   Termination.\n          (a)  Death.  This Agreement shall terminate automatically upon\nAmerman's death; provided that Base Salary, all bonuses and earned benefits\nwill be continued and paid for a period of six (6) months thereafter,\nunless a longer period is otherwise specified.\n\n          (b)  Cause.  Mattel may terminate Amerman'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 Amerman's part\n\n\n                                 -8-\n\n\nwhich are intended to result in his substantial personal enrichment at the\nexpense of Mattel; (ii) repeated violations by Amerman of his obligations\nunder Section 2 of this Agreement which are demonstrably willful and deliberate\non Amerman's part and which resulted in material injury to Mattel;\n(iii) conduct of a criminal nature which has or which is more likely than\nnot to have a material adverse effect on Mattel's reputation or standing in\nthe community or on its continuing relationships with its customers or those\nwho purchase or use its products; or (iv) fraudulent conduct in connection with\nthe business or affairs of Mattel, regardless of whether said conduct is\ndesigned to defraud Mattel or others; provided that, in each case, Amerman has\nreceived written notice of the described activity, has been afforded a\nreasonable opportunity to cure or correct the activity described in the notice,\nand has failed to substantially cure, correct or cease the activity, as\nappropriate.\n\n          (c)  Good Reason.  Amerman may terminate his employment at any\ntime for Good Reason.  For purposes of this Agreement, 'Good Reason' means\nthe good faith determination by Amerman that any one or more of the\nfollowing have occurred:\n\n               (i)  without the express written consent of Amerman, any\nchange(s) in any of the duties, authority, or responsibilities of Amerman\nwhich is (are) inconsistent in any substantial respect with Amerman's\nposition, authority, duties,\n\n\n                                 -9-\n\n\nor responsibilities as contemplated by Sections 2 and 3 of this Agreement;\n\n               (ii)  any failure by Mattel to comply with any of the\nprovisions of Section 4 of this Agreement, other than an insubstantial and\ninadvertent failure remedied by Mattel promptly after receipt of notice\nthereof given by Amerman;\n\n               (iii) without Amerman's consent, any requirement by Mattel\nthat Amerman be based at any office or location other than an office or\nlocation in Los Angeles, California, except for travel reasonably required\nin the performance of Amerman's responsibilities;\n\n               (iv) any proposed termination by Mattel of Amerman'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 15(b).\n\n          (d)  Notice of Termination.  Any termination of Amerman's\nemployment by Mattel for Cause or by Amerman for Good Reason shall be\ncommunicated by Notice of Termination to the other party hereto given in\naccordance with Section 16(b). For purposes of this Agreement, a 'Notice of\nTermination' means a written notice which (i) indicates the specific\ntermination provision in this Agreement relied upon; and (ii) specifies the\nDate of Termination (defined below).\n\n\n                                 -10-\n\n\n          (e)  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 Amerman's\nemployment is terminated by Mattel for any reason other than Cause, the\nDate of Termination is the date on which Mattel notifies Amerman of such\ntermination; and (ii) if Amerman's employment is terminated due to\nAmerman's death, the Date of Termination shall be the date of death.\n\n     6.  Obligations of Mattel upon Termination.  Other than as\nspecifically set forth or referenced in this Agreement, Amerman shall not\nbe entitled to any benefits on or after the Date of Termination.\n\n          (a)  Death.  If Amerman's employment is terminated by reason of\nhis death, this Agreement shall terminate without further obligations by\nMattel to Amerman's legal representatives under this Agreement other than\nthose obligations accrued hereunder or under the terms of the applicable\nMattel plan or program which takes effect at the date of his death or as\notherwise provided in Section 5(a) or this Section 6(a).  As of the Date of\nTermination, Amerman's family shall be entitled to Amerman's benefits on\nthe terms described in Section 6(c)(vi) (other than leased car benefits,\nwhich are excluded), except that healthcare insurance coverage and\nfinancial counseling services\n\n\n                                 -11-\n\n\nshall terminate on the later of: (a) December 31, 2001, or (b) three years\nfrom the date of Amerman's death.  Amerman's country club membership shall be\ntransferred to Amerman's spouse at no cost to the spouse within six (6)\nmonths of Amerman's death.\n\n          (b)  Cause.  If Amerman's employment is terminated for Cause or\nif Amerman terminates his employment without Good Reason, Mattel shall pay\nAmerman his full Base Salary through the Date of Termination at the rate in\neffect at the time Notice of Termination is given, and Mattel shall have no\nfurther obligations to Amerman under this Agreement.\n\n          (c)  Good Reason; Other Than for Cause. If Mattel terminates\nAmerman's employment other than for Cause or Amerman terminates his\nemployment for Good Reason:\n\n               (i)  Mattel shall pay to Amerman in a lump sum in cash\nwithin 30 days after the Date of Termination the balance of the bi-weekly\nsalary payments which would have been paid to Amerman through December 31,\n1998 if he had continued in the employ of Mattel;\n\n               (ii)  Mattel shall pay to Amerman any unpaid MIP bonus\nawards due to Amerman based on Mattel's corporate performance for the 1997\nand 1998 MIP years, with such payments to be made not later than March 31\nof the succeeding years\n\n\n                                 -12-\n\n\nimmediately following the completion of the applicable MIP calendar year(s);\n\n               (iii)  Mattel shall pay to Amerman an LTIP payment\nreflective of Amerman's participation in the three-year plan, so that at\nthe time that final performance under the LTIP is determinable and\nindividual payouts calculated, Amerman shall promptly receive an amount\nequivalent to what he would have received if he had remained employed\nthrough the date of such payouts, less any interim payments already made\npursuant to Amerman's continuing eligibility for full participation in the\nLTIP; and\n               (iv)  Options granted to Amerman under Mattel's stock option\nplans (the 'Stock Option Plans') which options have been granted for more\nthan six months shall become immediately exercisable and Amerman shall have\na period of 90 days following the Date of Termination (but in no event past\nthe expiration of the term of the option grant) to exercise all options\ngranted under the Stock Option Plans then exercisable or which become\nexercisable pursuant to this clause (iv). On the Date of Termination,\nAmerman will be treated as a retiree under the Stock Option Plans, which\nwill enable Amerman to vest in and exercise stock options theretofore\ngranted thereunder, at the election of Amerman, (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                                 -13-\n\n\n               (v)  Mattel shall, promptly upon submission by Amerman of\nsupporting documentation, pay or reimburse to Amerman any costs and\nexpenses paid or incurred by Amerman which would have been payable under\nSection 4(e) if his employment had not terminated.\n\n               (vi) Mattel shall provide to Amerman at Mattel's expense:\n\n                    (I)  life-long medical, dental, prescription drug and\nvision care group insurance in accordance with the coverage in effect\nimmediately prior to the Date of Termination, as well as life-long personal\nfinancial counseling services through the vendor engaged and paid for by\nthe Company;\n                    (II) continuation of country-club membership\n'signatory\/representative' status as in effect immediately prior to the\nDate of Termination until December 31, 2001, and thereafter, Mattel shall\ncause the membership to be transferred to Amerman at no cost to Amerman\n(but subject to tax reporting as imputed income applicable to the year in\nwhich the membership is transferred).\n\n     Amerman may continue to use the car leased by Mattel that is in his\npossession on the Date of Termination until December 31, 2001, at which\ntime Amerman may purchase the car for $1.00.  Up to December 31, 2001, all\nreasonably-incurred expenses related to such leased car, including but not\nlimited to repairs,\n\n\n                                 -14-\n\n\nmaintenance, gasoline, and car phone and other associated expenses, shall\nbe borne by Mattel.\n\n     7.  Non-exclusivity of Rights.     Nothing in this Agreement shall\nprevent or limit Amerman's continuing or future participation in any\nbenefit, bonus, incentive or other plan or program provided by Mattel and\nfor which Amerman may qualify, nor shall anything herein limit or otherwise\naffect such rights as Amerman may have under any stock option or other\nagreement with Mattel or any of its affiliated companies.  Except as\notherwise provided herein, amounts which are vested benefits or which\nAmerman is otherwise entitled to receive under any plan or program of\nMattel at or subsequent to the Date of Termination shall be payable in\naccordance 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 Amerman or\nothers. Mattel agrees to pay, to the full extent permitted by law, all\nlegal fees and expenses which Amerman may reasonably incur as a result of\nany contest (regardless of the outcome thereof) by Mattel or others of the\nvalidity or enforceability of, or liability under, any provision of this\nAgreement other than\n\n\n                                 -15-\n\n\nexpenses relating to a claim by Amerman that he\nterminated for Good Reason or that the termination for Cause was improper,\nin which case such fees and expenses shall be paid only if Amerman prevails\nin whole or in part.  All amounts provided herein shall include, in each\ncase, interest, compounded quarterly, on the total unpaid amount determined\nto be payable under this Agreement, such interest to be calculated on the\nbasis of the prime commercial lending rate published in the Wall Street\nJournal in effect from time to time during the period of such nonpayment.\nIn the event that Amerman 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 Amerman shall, unless Mattel and Amerman shall\notherwise mutually agree, be deemed to have terminated at the Date of\nTermination specified in such purported Notice of Termination by mutual\nconsent of Mattel and Amerman and thereupon, Amerman shall be entitled to\nreceive only those payments and benefits which he would have been entitled\nto 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, Amerman's employment or the\ntermination of his employment, including, but not limited to, any claim\nrelating to the purported validity, interpretation, enforceability or\nbreach of this Agreement, and\/or any other claim or controversy arising out\n\n\n                                 -16-\n\n\nof the relationship between Amerman 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 5(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, statutory or\nconstitutional claims or other tort or property claims of any kind, which\nare not settled by agreement between the parties, shall be settled by\narbitration under the labor arbitration rules of the American Arbitration\nAssociation before a board of three arbitrators, as selected thereunder.\n\n     One arbitrator shall be selected by Amerman, one by Mattel and the\nthird 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 Amerman and the arbitrator\nselected by Mattel are unable to agree upon a third arbitrator, then the\nthird arbitrator shall be selected from a list of seven provided by the\noffice of the American Arbitration Association nearest to Amerman's\nresidence with the parties striking names in order and the party striking\nfirst to be determined by the flip of a coin.\n\n\n                                 -18-\n\n\nThe arbitration shall be held in a location to be mutually agreed upon by\nthe parties.  In the absence of agreement, the Chairman of the\nCompensation\/Options Committee of the Board of Mattel shall determine\nthe 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 he 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 Amerman's employment must be presented by him within one\nyear 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                                 -18-\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.\nIn the event expenses are not paid by Mattel, and without diminishing\nAmerman's right to reimbursement as provided in this Section, costs and\nexpenses shall be paid as follows: (x) the expenses of the neutral arbitrator\nand of a transcript of any arbitration proceeding shall be divided equally\nbetween Amerman and Mattel; and (y) each party shall bear the expenses of\nthe arbitrator selected 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 or could have been raised in connection with the dispute to the\nfull extent permitted by law.  In all other cases, the parties agree that a\ndecision of a majority of\n\n\n                                 -19-\n\n\narbitrators shall be a condition precedent to the institution or\nmaintenance of any legal, equitable, administrative, or other formal\nproceeding by Amerman in connection with the dispute, and that\nthe decision and opinion of the board of arbitrators may be presented in\nany other forum on the merits of the dispute.\n\n     10.  General Release.  Amerman acknowledges and agrees that this\nAgreement includes the entire agreement and understanding between the\nparties with regard to the termination of the Existing Employment\nAgreement, Amerman's employment under this Agreement, the termination\nthereof during the Employment Period, and all amounts to which Amerman\nshall be entitled whether prior to the commencement of the terms of this\nAgreement, during the term of employment or upon termination thereof.\nAccordingly, Amerman, on behalf of himself and his successors, assigns,\nheirs and any and all other persons claiming through Amerman, if any, and\neach of them, shall and does hereby forever relieve, release, and discharge\nMattel and its respective predecessors, successors, assigns, owners,\nattorneys, representatives, affiliates, parent corporations, subsidiaries\n(whether or not wholly-owned), divisions, partners and their officers,\ndirectors, agents, employees, servants, executors, administrators,\naccountants, investigators, insurers, and any and all other related\nindividuals and entities, if any, and each of them, in any and all\ncapacities, from any and all claims, debts, liabilities, demands,\nobligations, liens, promises, acts, agreements, costs\n\n\n                                 -20-\n\n\nand expenses (including, but not limited to, attorneys' fees), damages,\nactions and causes of action, of whatever 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 or the Existing\nEmployment Agreement dated as of November 11, 1993, Amerman's employment or\nthe termination thereof, and any and all facts in any manner arising out\nof, related to or connected with Amerman's employment with, or termination\nof employment from, Mattel or any of its related entities, including, but\nnot limited to, any claims arising from rights under federal, state, and\nlocal laws prohibiting discrimination on the basis of race, national\norigin, sex, religion, age, marital status, pregnancy, handicap, ancestry,\nsexual orientation, or any other form of discrimination, and any common law\nclaims of any kind, including, but not limited to, contract, tort, and\nproperty rights including, but not limited to, breach of contract, breach\nof the implied covenant of good faith and fair dealing, tortious\ninterference with contract or current or prospective economic advantage,\nfraud, deceit, misrepresentation, defamation, wrongful termination,\ninfliction\n\n\n                                 -21-\n\n\nof emotional distress, breach of fiduciary duty, and any other common law\nclaim of any kind whatever.\n\n     Upon Mattel's fulfilling its obligations to Amerman hereunder, Amerman\nexpressly waives any and all rights under Section 1542 of the Civil Code of\nthe State of California, and all other federal or state statutory rights,\nrules, and principles of common law or equity, including without limitation\nthose of any jurisdiction, government, or political subdivision thereof,\nsimilar to Section 1542 ('similar provision'). Thus Amerman may not invoke\nthe benefits of Section 1542 or any similar provision in order to prosecute\nor assert in any manner any claims released hereunder. Section 1542\nprovides as follows:\n\n          'A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR\n          DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF\n          EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY\n          AFFECTED HIS SETTLEMENT WITH THE DEBTOR.'\n\n     11.  Age Discrimination in Employment Act Waiver.  The waiver given\nbelow is given only in exchange for consideration in addition to anything\nof value to which Amerman is already entitled.  The waiver set forth below\ndoes not waive rights or claims which may arise after the date of execution\nof this Agreement.  Amerman acknowledges that (i) this entire Agreement\n\n\n                                 -22-\n\n\nis written in a manner calculated to be understood by Amerman, (ii) that he\nhas been advised in writing to consult with an attorney before executing\nthis Agreement, and (iii) he was given a period of 21 days within which to\nconsider the Agreement, and (iv) to the extent he executes this Agreement\nbefore the expiration of the 21 day period, he does so knowingly and\nvoluntarily and only after consulting with an attorney.  Amerman shall have\nthe right to cancel and revoke this Agreement during a period of 7 days\nfollowing his execution of the Agreement and this Agreement shall not\nbecome effective, and no money shall be paid hereunder until the expiration\nof such 7-day period.  The 7-day period of revocation shall commence upon\nthe date of execution of this Agreement.  In order to revoke this\nAgreement, Amerman shall deliver to the Company, prior to the expiration of\nsaid 7-day period, a written notice of cancellation.\n\n     In addition to the release set forth at Section 10 hereof, hereby\nvoluntarily and knowingly waives all rights or claims arising under the\nFederal Age Discrimination in Employment Act.\n\n     12.  Post Employment Restraints.  Amerman shall hold in a fiduciary\ncapacity for the benefit of Mattel all secret or confidential information,\nknowledge or data relating to Mattel or any of its affiliated companies,\nand their respective businesses, which shall have been obtained by Amerman\nduring his employment by Mattel or any of its affiliated companies and\nwhich shall not\n\n\n                                 -23-\n\n\nbe public knowledge and will continue to be bound by the\nprovisions of the Patent and Confidence Agreement previously executed by\nAmerman.  Amerman acknowledges that the toy business is highly innovative\nand competitive, and that the trade secret information and Proprietary\nInformation (as defined in the Patent and Confidential Information\nAgreement Amerman has entered into with Mattel) which he now possesses and\nwhich he will come to possess during the term of this Agreement involve\nvaluable and proprietary information, including information with regard to\nproducts, product design and strategy.  Amerman further acknowledges that\n(particularly in light of Amerman's having been employed by Mattel in its\nhighest positions) this trade secret and Proprietary Information would\nnecessarily be compromised were he to use this information for himself\nafter his employment, or were he to become an employee or consultant or\notherwise become associated with any competitor of Mattel during the life-\ncycle of the development of products and the strategy associated with the\nmarketing of such products.  Although the lengths of such cycles vary\ndepending upon the product, Mattel and Amerman agree that a three-year\nperiod of protection is a reasonable and necessary period in order to\nprotect Mattel's trade secret and Proprietary Information.  Accordingly,\nAmerman and Mattel agree for a three-year period following the termination\nof Amman's employment with Mattel, that Amerman will not himself use any\nMattel trade secret or Proprietary Information and that he will not\ndirectly or indirectly become an employee of, consult with, render services\n\n\n                                 -24-\n\n\nfor, own, manage, control, participate in, or in any manner engage in any\nbusiness which engages in the creation, design, development or\nmanufacturing of toys or other products competitive with products in\nrelease or under development by Mattel at the time of the termination of\nhis employment.  Because of the international scope of Mattel's markets,\nAmerman and Mattel agree that such limitations shall apply throughout the\nworld.\n\n     Amerman further agrees that for the three-year period following the\ntermination of his employment, he will not induce or attempt to induce any\nemployee of Mattel to leave the employ of Mattel or hire directly or\nthrough another person or entity, any person who is an employee of Mattel\nat any time during the last year of his employment at Mattel.  Amerman\nfurther agrees that he will not induce or attempt to induce any customer,\nsupplier, license or other person or entity with a business relationship\nwith Mattel to cease doing business with Mattel, or in any way interfere\nwith the relationships between such customer, supplier, licensee or\nbusiness relation and Mattel.\n\n     Nothing in this paragraph shall prohibit Amerman from being a passive\nowner of not more than two percent (2%) of the outstanding shares of any\nclass of stock of a corporation which is publicly traded, so long as\nAmerman does not serve such company in any capacity whether as a board\nmember or otherwise, and\n\n\n                                 -25-\n\n\nAmerman has no active participation in the business of such corporation or\nany of its subsidiaries or affiliates.\n\n     If, at the time of enforcement of this paragraph, an arbitrator should\nhold that the duration or scope of the restrictions stated herein are\nunreasonable under the circumstances then existing, the parties agree that\nthe maximum duration or scope which is reasonable under such circumstances\nshall be substituted for the stated duration or scope.  Similarly, if, at\nthe time of enforcement, an arbitrator should hold that the area of the\nrestriction stated herein is unreasonable under the circumstances then\nexisting, the parties agree that the maximum area which is reasonable under\nsuch circumstances shall be substituted for the stated area.\n\n    13.  Indemnification; Cooperation.  Following the termination of Amerman's\nemployment, Mattel shall nevertheless indemnify, defend and hold harmless\nAmerman, to the extent Mattel was obligated to do so as of the date of this\nAgreement, against all losses, claims, damages, costs, expenses, liabilities,\njudgments or amounts of or in connection with any claim, action, suit,\nproceeding or investigation based in whole or in part on or arising in whole\nor part out of Amerman's actions as a director, officer or employee of Mattel,\nwhether pertaining to any matter existing at the date of Amerman's termination\nor occurring at or after such date, and whether asserted prior to, at, or\nafter the\n\n\n                                 -26-\n\n\ntermination of his employment.  Amerman further agrees following\nthe termination of his employment to fully cooperate with Mattel in\nconnection with any future or currently pending obligation, investigation, or\nother matters including without limitation, by making himself available to\ntestify any action as reasonably requested by Mattel.  Mattel shall reimburse\nAmerman's reasonable expenses to the extent Amerman's cooperation under this\nparagraph should require such expenditures.\n\n     14.  Successors.\n          (a)  This Agreement is personal to Amerman and without the prior\nwritten consent of Mattel shall not be assignable by Amerman otherwise than\nby will or the laws of descent and distribution.  This Agreement shall\ninure to the benefit of and be enforceable by Amerman's legal\nrepresentatives.\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\nAmerman, expressly to assume and agree to perform this Agreement in the\nsame manner and to the same extent as Mattel would be required to perform\nif no such succession had taken place.\n\n\n                                 -27-\n\n\n     15.  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\nAmerman and Mattel.  No provision of this Agreement may be waived except by\na writing executed and delivered by the party sought to be charged.  Any\nsuch written waiver will be effective only with respect to the event or\ncircumstance described therein and not with respect to any other event or\ncircumstance, unless such waiver expressly provides to the contrary.\n\n     16.  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                                 -28-\n\n\n                    if to Amerman:\n                         John W. Amerman\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 unenforceability without\ninvalidating the remaining provisions hereof, and any such prohibition or\nunenforceability in any jurisdiction will not invalidate or render\nunenforceable 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\n* CONFIDENTIAL\n\n\n                                 -29-\n\n\n     IN WITNESS WHEREOF, each of the parties hereto has duly executed this\nAgreement as of the date first set forth above.\n\n\n                              \/s\/ John W. Amerman\n                              -----------------------------------\n                              John W. Amerman\n\n\n\n                              MATTEL, INC.,\n                              a Delaware corporation\n\n\n                              By:\/s\/ Ned Mansour\n                                 --------------------------------\n                                 Ned Mansour\n                                 President, Corporate Operations\n\n\n\nATTEST:\n\n\n\n\/s\/ Barnett Rosenberg\n----------------------------\nSecretary\n\n\n                                 -30-\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-39339","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\/39339","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=39339"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39339"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39339"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39339"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}