{"id":39342,"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-kevin-m-farr.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-mattel-inc-and-kevin-m-farr","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-mattel-inc-and-kevin-m-farr.html","title":{"rendered":"Employment Agreement &#8211; Mattel Inc. and Kevin M. Farr"},"content":{"rendered":"<pre>              AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT\n\n     THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT dated as of March\n28, 2000 (the \"Agreement\") is between Mattel, Inc., a Delaware corporation\n(\"Mattel\"), and Kevin M. Farr (the \"Executive\").\n\n     WHEREAS, Mattel and the Executive have previously entered into that certain\nEmployment Agreement (the \"Employment Agreement\"), dated as of May 30, 1999; and\n\n     WHEREAS, Mattel and the Executive each have determined that it would be to\nthe advantage and best interest of Mattel and the Executive to enter into the\nAgreement and modify certain of the Executive's and Mattel's obligations and\nresponsibilities under the Employment Agreement;\n\n     WHEREAS, the Agreement amends and restates the Employment Agreement in its\nentirety and shall supersede the Employment Agreement in all respects.\n\n     NOW THEREFORE, for good and valuable consideration, the receipt and\nadequacy of which are hereby acknowledged, the parties hereto do hereby agree as\nfollows:\n\n\n     1.  Employment Period.  Mattel hereby agrees to employ and continue in its\n         -----------------                                                     \nemploy the Executive, and the Executive hereby accepts such employment and\nagrees to remain in the employ of Mattel, for the period commencing on the date\nof this Agreement and ending on the third anniversary of such date, subject to\nearlier termination as provided herein (the \"Employment Period\"); provided that\ncommencing on the first day of the month next following the effective date\nhereof, and on the first day of each month thereafter (the most recent of such\ndates is hereinafter referred to as the \"Renewal Date\"), the Employment Period\nshall be automatically extended so as to terminate three years from such Renewal\nDate, unless at least 60 days prior to any Renewal Date Mattel or the Executive\nshall give notice to the other that the Employment Period shall not be so\nextended.\n\n     2.  Duties.\n         ------ \n\n         (a)  Executive's Position and Duties.  During the Employment Period, \n              -------------------------------     \nthe Executive's position and title shall be Chief Financial Officer of Mattel,\nreporting directly to the Chief Executive Officer of Mattel, with overall\nresponsibility, authority and accountability for financial matters relating to\nthe business of Mattel and any of its subsidiaries with such additions and\nmodifications, and consistent with responsibilities generally assigned to the\nChief Financial Officer of Mattel as the Chief Executive Officer of Mattel may\nin her discretion and acting in good faith from time to time assign to the\nExecutive. The Executive's services shall be\n\n \nperformed in the general area in which the Executive was employed on the date of\nthis Agreement.\n\n         (b)  Full Time.  The Executive agrees to devote his full business time\n              ---------         \nto the business and affairs of Mattel and to use his best efforts to perform\nfaithfully and efficiently the responsibilities assigned to him hereunder to the\nextent necessary to discharge such responsibilities, except for (i) services on\ncorporate, civic or charitable boards or committees not significantly\ninterfering with the performance of such responsibilities which services have\nbeen approved by the Chief Executive Officer; (ii) periods of vacation and sick\nleave to which he is entitled; and (iii) the management of personal investments\nand affairs. The Executive will not engage in any outside business activity (as\ndistinguished from personal investment activity and affairs), including, but not\nlimited to, activity as a consultant, agent, partner or officer, director or\nprovide business services of any nature directly or indirectly to a corporation\nor other business enterprise, except as otherwise set forth in this subsection\n(b).\n\n     3.  Compensation and Benefits.\n         ------------------------- \n\n         (a)  Base Salary.  During the Employment Period, the Executive shall \n              -----------      \nreceive a base salary (\"Base Salary\") at a bi-weekly rate at least equal to the\nbi-weekly salary paid to Executive by Mattel on the date of this Agreement. The\nBase Salary shall be reviewed at least every 18 months, and may be increased at\nany time and from time to time by action of the Board of Directors of Mattel or\nthe Compensation\/Options Committee thereof or any individual having authority to\ntake such action in accordance with Mattel's regular practices.\n\n         (b)  Bonus Programs. In addition to the Base Salary, the Executive \n              --------------     \nshall be eligible to participate throughout the Employment Period in such cash,\ndeferred bonus, annual bonus and long term bonus plans and programs (\"Bonus\nPrograms\"), such as Mattel's Management Incentive Plan (the \"MIP\") and Long Term\nIncentive Plan (the \"LTIP\"), as may be in effect from time to time in accordance\nwith Mattel's compensation practices and the terms and provisions of any such\nplans or programs as in effect from time to time.\n\n          (c) Incentive Plans.  In addition to the Base Salary and participation\n              ---------------     \nin the Bonus Programs, during the Employment Period the Executive, shall be\neligible to participate, subject to the terms and conditions thereof, in all\nincentive plans and programs, including, but not limited to, stock option plans\nand other equity based incentive plans, as may be in effect from time to time.\n\n          (d) Pension and Welfare Benefit Plans.  During the Employment Period,\n              ---------------------------------   \nthe Executive and\/or his dependents, as the case may be, shall be eligible to\nparticipate in, subject to the terms and conditions thereof, all pension, profit\nsharing, medical, dental, disability, group life, accidental death and travel\naccident insurance plans and programs of Mattel as in effect from time to time.\n\n                                       2\n\n \n         (e)  Expenses.  During the Employment Period, the Executive shall be\n              --------     \nentitled to receive prompt reimbursement for all reasonable expenses incurred by\nthe Executive in accordance with the policies and practices of Mattel as in\neffect from time to time.\n\n         (f)  Fringe Benefits.  During the Employment Period, the Executive \n              ---------------  \nshall be entitled to fringe benefits (including automobile benefits, financial\ncounseling, and membership in one city or country club and related expenses) in\naccordance with the policies of Mattel as in effect from time to time.\n\n         (g)  Vacation.  During the Employment Period, the Executive shall be \n              --------       \nentitled to paid vacation in accordance with the policies and practices of\nMattel as in effect from time to time\n\n         (h)  Stock Options.  During the Employment Period, the Executive shall\n              -------------       \nbe entitled to participate in Mattel's stock option plans in accordance with the\npolicies and practices of Mattel as in effect from time to time.\n\n         (i)  Certain Amendments.  Nothing herein shall be construed to prevent\n              ------------------   \nMattel from amending, altering, eliminating or reducing any plans, benefits or\nprograms set forth in Sections 3(a) through (h), so long as such actions do not\nresult in a material diminution in the aggregate value of such compensation and\nbenefits, except for across-the-board compensation and benefit reductions which\naffect all similarly situated executives of Mattel.\n \n     4.  Termination.\n         ----------- \n\n         (a)  Death or Disability. This Agreement shall terminate automatically \n              -------------------    \nupon the Executive's death; provided that the Executive's Base Salary will be\ncontinued and paid for a period of six months thereafter. Mattel may terminate\nthis Agreement, after having established the Executive's Disability, by giving\nto the Executive written notice of its intention to terminate his employment,\nand his employment with Mattel shall terminate effective on the 90th day after\nreceipt of such notice (the \"Disability Effective Date\"). For purposes of this\nAgreement, the Executive's Disability shall occur and shall be deemed to have\noccurred only when the Executive becomes entitled to receive disability benefits\nunder the Mattel Long-Term Disability Plan for exempt employees, as revised from\ntime to time, but in no event shall such revision or modification to the Mattel\nLong-Term Disability Plan provide the Executive with a definition of\n\"Disability\" which is less favorable in the aggregate than that in effect as of\nthe date hereof.\n\n         (b)  Cause.  Mattel may terminate the Executive's employment for \n              ----- \n\"Cause\" upon a determination of the Chief Executive Officer of Mattel that\n\"Cause\" exists. For purposes of this Agreement, \"Cause\" means (i) an act or acts\nof dishonesty on the Executive's part which are intended to result in his\nsubstantial personal enrichment at the expense of Mattel; (ii) repeated\n\n                                       3\n\n \nviolations by the Executive of his obligations under Section 2 of this Agreement\nwhich are demonstrably willful and deliberate on the Executive's part and which\nresulted in material injury to Mattel; (iii) conduct of a factually\nsubstantiated criminal nature (commonly defined as a \"felony\" in criminal\nstatutes) which has or which is more likely than not to have a material adverse\neffect on Mattel's reputation or standing in the community or on its continuing\nrelationships with its customers or those who purchase or use its products; or\n(iv) factually substantiated fraudulent conduct in connection with the business\nor affairs of Mattel, regardless of whether said conduct is designed to defraud\nMattel or others; provided that, in each case, the Executive has received\nwritten notice of the described activity, has been afforded a reasonable\nopportunity to cure or correct the activity described in the notice, and has\nfailed to substantially cure, correct or cease the activity, as appropriate.\n\n         (c)  Good Reason.  The Executive may terminate his employment at any \n              -----------       \ntime for Good Reason. For purposes of this Agreement, \"Good Reason\" means the\ngood faith determination by the Executive that any one or more of the following\nhave occurred:\n\n              (i)   without the express written consent of the Executive, any\nchange(s) in any of the duties, authority, reporting structure or\nresponsibilities of the Executive which is (are) inconsistent in any substantial\nrespect with the position, authority, duties, reporting structure or\nresponsibilities of Mattel executives as contemplated by Section 2 of this\nAgreement;\n\n              (ii)  any failure by Mattel to comply with any of the provisions\nof Section 3 of this Agreement, other than an insubstantial and inadvertent\nfailure remedied by Mattel promptly after receipt of notice thereof given by the\nExecutive;\n\n              (iii) any proposed termination by Mattel of the Executive's\nemployment other than as permitted by this Agreement;\n\n              (iv)  any failure by Mattel to obtain the assumption and agreement\nto perform this Agreement by a successor as contemplated by Section 11(b); or\n\n              (v)   transferring the Executive outside of the greater Los\nAngeles, California area without the Executive's express written consent.\n\n         (d)  Change of Control.  \"Change of Control\" means:\n              -----------------                             \n\n              (i)   the acquisition by any individual, entity or group (within\nthe meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of\n1934, as amended (the \"Exchange Act\")) (a \"Person\") of beneficial ownership\n(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or\nmore of either (i) the then outstanding shares of common stock of Mattel,\nincluding the shares of common stock of Mattel issuable upon an exchange of\nSoftkey Exchangeable Shares that are not owned by Mattel or any corporation\n\n                                       4\n\n \ncontrolled by Mattel (the \"Outstanding Company Common Stock\") or (ii) the\ncombined voting power of the then outstanding voting securities of Mattel\nentitled to vote generally in the election of directors (the \"Outstanding\nCompany Voting Securities\"); provided, however, that for purposes of this\nsubsection (i), the following shall not constitute a Change of Control: (a) any\nacquisition directly from Mattel, (b) any acquisition by Mattel or any\ncorporation controlled by Mattel, (c) any acquisition by any employee benefit\nplan (or related trust) sponsored or maintained by Mattel or any corporation\ncontrolled by Mattel, (d) any acquisition by a Person of 20% of either the\nOutstanding Company Common Stock or the Outstanding Company Voting Securities as\na result of an acquisition of common stock of Mattel by Mattel or of Softkey\nExchangeable Shares by Softkey which, by reducing the number of shares of common\nstock of Mattel or Softkey Exchangeable Shares outstanding, increases the\nproportionate number of shares beneficially owned by such Person to 20% or more\nof either the Outstanding Company Common Stock or the Outstanding Company Voting\nSecurities; provided, however, that if a Person shall become the beneficial\nowner of 20% or more of either the Outstanding Company Common Stock or the\nOutstanding Company Voting Securities by reason of a share acquisition by Mattel\nor by Softkey as described above and shall, after such share acquisition by\nMattel or Softkey, become the beneficial owner of any additional shares of\ncommon stock of Mattel, then such acquisition shall constitute a Change of\nControl or (e) any acquisition pursuant to a transaction which complies with\nclauses (a), (b) and (c) of subsection (iii) of this Section 4(d); provided,\nfurther, however, that for purposes of this subsection (i), any Investing Person\n(as such term is defined in the Rights Agreement) shall be deemed not to be a\nbeneficial owner of any Investment Shares (as such term is defined in the Rights\nAgreement) and the holder of the Mattel Special Voting Preferred Share (as such\nterm is defined in the Rights Agreement) shall be deemed not to be a beneficial\nowner of such Mattel Special Voting Preferred Share; or\n\n              (ii)  individuals who, as of the date hereof, constitute the Board\n(the \"Incumbent Board\") cease for any reason to constitute at least a majority\nof the Board; provided, however, that any individual becoming a director\nsubsequent to the date hereof whose election, or nomination for election by\nMattel's shareholders, was approved by a vote of at least a majority of the\ndirectors then comprising the Incumbent Board shall be considered as through\nsuch individual were a member of the Incumbent Board, but excluding, for this\npurpose, any such individual whose initial assumption of office occurs as a\nresult of an actual or threatened election contest with respect to the election\nor removal of directors or other actual or threatened solicitation of proxies or\nconsents by or on behalf of a Person other than the Board; or\n\n              (iii) consummation by Mattel of a reorganization, merger or\nconsolidation or sale or other disposition of all or substantially all of the\nassets of Mattel or the acquisition of assets of another entity (a \"Business\nCombination\"), in each case, unless, following such Business Combination, (a)\nall or substantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Company Common Stock and Outstanding\nCompany Voting Securities immediately prior to such Business Combination\nbeneficially own, directly or indirectly, more than 50% of, respectively, the\nthen outstanding shares of common \n\n                                       5\n\n \nstock and the combined voting power of the then outstanding voting securities\nentitled to vote generally in the election of directors, as the case may be, of\nthe corporation resulting from such Business Combination (including, without\nlimitation, a corporation which as a result of such transaction owns Mattel or\nall or substantially all of Mattel's assets either directly or through one or\nmore subsidiaries) in substantially the same proportions as their ownership\nimmediately prior to such Business Combination of the Outstanding Company Common\nStock and Outstanding Company Voting Securities, as the case may be, (b) no\nPerson (excluding any employee benefit plan (or related trust) of Mattel or such\ncorporation resulting from such Business Combination) beneficially owns,\ndirectly or indirectly, 20% or more of, respectively, the then outstanding share\nof common stock of the corporation resulting from such Business Combination or\nthe combined voting power of the then outstanding voting securities of such\ncorporation except to the extent that such ownership existed prior to the\nBusiness Combination and (c) at least a majority of the members of the board of\ndirectors of the corporation resulting from such Business Combination were\nmembers of the Incumbent Board at the time of the execution of the initial\nagreement, or of the action of the Board, providing for such Business\nCombination; or\n\n              (iv)  approval by the shareholders of Mattel of a complete\nliquidation or dissolution of Mattel.\n\n              For the purposes of this Section 4(d), (a) \"Rights Agreement\"\nmeans the Rights Agreement, dated as of February 7, 1992, as amended by an\namendment dated as of May 13, 1999 and an amendment dated as of November 4, 1999\nby and between Mattel and BankBoston N.A., a national banking association,\nformerly, The First National Bank of Boston, and not giving effect to any\namendments subsequent to November 4, 1999, (b) \"Softkey\" means Softkey Software\nProducts Inc., an Ontario corporation, and (c) \"Softkey Exchangeable Shares\"\nmeans the Exchangeable Shares in the capital stock of Softkey.\"\n\n              As soon as practicable after a Change of Control, Mattel shall\nnotify the Executive that a Change of Control has occurred.\n\n         (e)  Notice of Termination.  Any termination of the Executive's \n              ---------------------        \nemployment by Mattel for Cause or following a Change of Control or by the\nExecutive for Good Reason shall be communicated by Notice of Termination to the\nother party hereto given in accordance with Section 15(b). Any termination by\nMattel due to Disability shall be given in accordance with Section 4(a). For\npurposes of this Agreement, a \"Notice of Termination\" means a written notice\nwhich (i) indicates the specific termination provision in this Agreement relied\nupon; (ii) except in the event of a termination following a Change of Control,\nsets forth in reasonable detail the facts and circumstances claimed to provide a\nbasis for termination of the Executive's employment under the provision so\nindicated; and (iii) specifies the Date of Termination (defined below).\n\n         (f)  Date of Termination.  \"Date of Termination\" means the date of \n              -------------------      \nactual receipt of the Notice of Termination or any later date specified therein\n(but not more than fifteen \n\n                                       6\n\n \n(15) days after the giving of the Notice of Termination), as the case may be;\nprovided that (i) if the Executive's employment is terminated by Mattel for any\nreason other than Cause or Disability, the Date of Termination is the date on\nwhich Mattel notifies the Executive of such termination; (ii) if the Executive's\nemployment is terminated due to Disability, the Date of Termination is the\nDisability Effective Date; and (iii) if the Executive's employment is terminated\ndue to 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 specifically set\n         --------------------------------------                                 \nforth or referenced in this Agreement, the Executive shall not be entitled to\nany benefits on or after the Date of Termination.\n\n         (a)  Death.  If the Executive's employment is terminated by reason of \n              -----         \nthe Executive's death, this Agreement shall terminate without further\nobligations by Mattel to the Executive's legal representatives under this\nAgreement other than those obligations accrued hereunder or under the terms of\nthe applicable Mattel plan or program which takes effect at the date of his\ndeath or as otherwise provided in Section 4(a) or this Section 5(a). As of the\nDate of Termination, the Executive's family shall be entitled to healthcare\ncoverage and financial counseling benefits until the third anniversary of the\nDate of Termination.\n\n         (b)  Disability.  If the Executive's employment is terminated by \n              ----------       \nreason of the Executive's Disability, the Executive shall be entitled to receive\nafter the Disability Effective Date (i) disability benefits, if any, at least\nequal to those then provided by Mattel to disabled executives and\/or their\nfamilies and (ii) until the earlier of the third anniversary of the Date of\nTermination or the date the Executive accepts other employment, those other\nbenefits on the terms described in Section 5(d)(v).\n\n         (c)  Cause.  If the Executive's employment is terminated for Cause or \n              -----           \nif the Executive terminates his employment without Good Reason, Mattel shall pay\nthe Executive his full Base Salary through the Date of Termination at the rate\nin effect at the time Notice of Termination is given, and Mattel shall have no\nfurther obligations to the Executive under this Agreement.\n\n         (d)  Good Reason; Other Than for Cause or Disability. If Mattel \n              -----------------------------------------------      \nterminates the Executive's employment other than for Cause or Disability, or the\nExecutive terminates his employment for Good Reason (in each case, other than\nwithin 18 months following a Change of Control as provided in Section 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                    (A)  if not theretofore paid, the Executive's Base Salary\nthrough the Date of Termination at the rate in effect at the time of Notice of\nTermination was given;\n\n                                       7\n\n \n                    (B)  a current year bonus under the Management Incentive\nPlan (\"MIP\") equal to the average of the two highest annual MIP bonuses received\nby the Executive in the three years prior to the Date of Termination, including\nany years in which the Executive was paid no bonus (the \"Average Annual Bonus\")\nand prorated to reflect the total number of full months the Executive is\nemployed on an active and full time basis in the year in which termination\noccurs;\n\n                    (C)  three times the sum of (x) the Executive's annual Base\nSalary at the rate in effect at the time the Notice of Termination is given and\n(y) the Average Annual Bonus defined in Section 5(d)(i)(B), but without\nproration (and, in each such case, without regard to any contributions by Mattel\nfor the Executive's benefit to any retirement or other investment plans).\n\n              (ii)  Mattel shall pay the Executive a portion of any long-term\nincentive compensation that Executive would have received under the Mattel Long\nTerm Incentive Plan (the \"LTIP\") with respect to any performance period which\npending as of the Executive's Date of Termination as if he had remained employed\nfor the entire performance period, pro rated based on the number of full months\nof Executive's employment during the performance period over the total number of\nmonths in the performance period, which amount shall be payable at the end of\nthe period in accordance with the terms of the LTIP and shall be net of any\ninterim payments previously made to the Executive.\n\n              (iii) Any options granted to the Executive under Mattel's stock\noption plans (the \"Stock Option Plans\"), shall become immediately exercisable\nand the Executive shall have a period of two (2) years following the Date of\nTermination (but in no event past the expiration of the term of the option\ngrant) to exercise all options granted under the Stock Option Plans then\nexercisable or which become exercis able pursuant to this clause (iii).\n\n              (iv)  Mattel shall, promptly upon submission by the Executive of\nsupporting documentation, pay or reimburse to the Executive any costs and\nexpenses paid or incurred by the Executive which would have been payable under\nSection 3(e) if his employment had not terminated.\n\n              (v)   Until the earlier of (x) the third anniversary of the Date\nof Termination or (y) the date the Executive accepts other employment, Mattel\nshall provide to the Executive at Mattel's expense:\n\n                    (I)   coverage under Mattel's medical, dental, prescription\ndrug and vision care group insurance as in effect from time to time on the same\nterms and conditions as such insurance is available to active employees of\nMattel (the last 18 months of the Executive's \n\n                                       8\n\n \ncoverage under such insurance shall be deemed to be participation under an\nelection to 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 level\nand made available through and at the facilities of a reputable and experienced\nvendor;\n\n                    (III) financial counseling services through the vendor\nengaged and paid for by Mattel; and\n\n                    (IV)  automobile benefits; provided however, that if such\nautomobile is leased by Mattel, such benefits shall expire upon expiration of\nsuch lease. Upon expiration of the automobile benefits, at which time the\nExecutive may purchase the car for either $100, if the automobile benefits\nterminate at the end of the lease term, or Mattel's book value, if the\nautomobile benefits terminate on either the third anniversary of the Date of\nTermination or the date on which the Executive accepts other employment. As of\nthe Date of Termination, all expenses related to such automobile, including but\nnot limited to insurance, repairs, maintenance, gasoline, and car phone and\nassociated expenses, shall be the sole responsibility of the Executive.\n\n                    (V)   membership in one city or country club and related\nexpenses. Mattel shall cause the membership to be transferred to the Executive\nat no cost to the Executive.\n\n              (vi)  If the Executive is a participant in the Mattel Supplemental\nExecutive Retirement Plan (the \"SERP\"), the Mattel Deferred Compensation Plan or\nthe Mattel Retiree Medical Plan, the Executive shall be given credit for three\nyears of service (in addition to actual service) and for three years of attained\nage to be added to the Executive's actual age for purposes of computing any\nservice and age-related benefits for which the Executive is eligible under such\nplans. Further with regard to computing the Executive's benefit under the SERP,\nthe formula described in Section 5(d)(i)(B) shall be utilized in calculating the\nmaximum benefit, namely: the formula shall be 25% of the average of the final\nthree years of annual Base Salary (including the calendar year in which the Date\nof Termination occurs), plus the average of the greatest two out of the three\nmost recent annual MIP bonuses received by the Executive.\n\n         (e)  Change of Control.  If, within 18 months following a Change of \n              -----------------    \nControl, the Executive terminates his employment for Good Reason or Mattel or\nthe surviving entity terminates the Executive's employment other than for Cause\nor Disability or within the 30 day period immediately following the six (6)\nmonth anniversary of a Change of Control the Executive terminates the\nExecutive's employment for any reason:\n\n                                       9\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 Salary\nthrough the Date of Termination at the rate in effect at the time of Notice of\nTermination was given;\n\n                    (B)   a current year MIP bonus (the \"Bonus Amount\") equal to\nthe greater of the Average Annual Bonus or the annual bonus that would have been\npayable to executives of Mattel in the same bonus category as the Executive,\nassuming that the maximum amount of any targets were achieved for the year;\n\n                    (C)   three times the sum of (x) the Executive's annual Base\nSalary at the rate in effect at the time the Notice of Termination is given and\n(y) the Bonus Amount defined in Section 5(e)(i)(B), but without proration (and,\nin each such case, without regard to any contributions by Mattel for the\nExecutive's benefit to any retirement or other investment plans).\n\n              (ii)  Any options granted to the Executive under Mattel's Stock\nOption Plans shall become immediately exercisable and the Executive shall have a\nperiod of two (2) years following the Date of Termination (but in no event past\nthe expiration of the term of the option grant) to exercise all options granted\nunder the Stock Option Plans then exercisable or which become exercisable\npursuant to this clause (ii).\n\n              (iii) Mattel shall, promptly upon submission by the Executive of\nsupporting documentation, pay or reimburse to the Executive any costs and\nexpenses paid or incurred by the Executive which would have been payable under\nSection 3(e) if his employment had not terminated.\n\n              (iv)  Until the earlier of (x) the third anniversary of the Date\nof Termination or (y) the date the Executive accepts other employment, Mattel\nshall provide to the Executive at Mattel's expense:\n\n                    (I)   coverage under Mattel's medical, dental, prescription\ndrug and vision care group insurance as in effect from time to time on the same\nterms and conditions as such insurance is available to active employees of\nMattel (the last 18 months of the Executive's coverage under such insurance\nshall be deemed to be participation under an election to continue such benefits\nunder the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense);\n\n                    (II)  outplacement services at the expense of Mattel\ncommensurate with those provided to terminated executives of comparable level\nand made available through and at the facilities of a reputable and experienced\nvendor;\n\n                                       10\n\n \n                    (III) financial counseling services through the vendor\nengaged and paid for by Mattel;\n\n                    (IV)  automobile benefits; provided however, that if such\nautomobile is leased by Mattel, such benefits shall expire upon expiration of\nsuch lease. Upon expiration of the automobile benefits, at which time the\nExecutive may purchase the car for either $100, if the automobile benefits\nterminate at the end of the lease term, or Mattel's book value, if the\nautomobile benefits terminate on either the third anniversary of the Date of\nTermination or the date on which the Executive accepts other employment. As of\nthe Date of Termination, all expenses related to such automobile, including but\nnot limited to insurance, repairs, maintenance, gasoline, and car phone and\nassociated expenses, shall be the sole responsibility of the Executive; and\n\n                    (V)   membership in one city or country club and related\nexpenses. Mattel shall cause the membership to be transferred to the Executive\nat no cost to the Executive.\n\n              (vi)  If the Executive is a participant in the Mattel Supplemental\nExecutive Retirement Plan, the Mattel Deferred Compensation Plan or the Mattel\nRetiree Medical Plan, the Executive shall be given credit for three years of\nservice (in addition to actual service) and for three years of attained age to\nbe added to the Executive's actual age for purposes of computing any service and\nage-related benefits for which the Executive is eligible under such plans.\nFurther with regard to computing the Executive's benefit under the SERP, the\nformula described in Section 5(d)(i)(B) shall be utilized in calculating the\nmaximum benefit, namely: the formula shall be 25% of the average of the final\nthree years of annual Base Salary (including the calendar year in which the Date\nof Termination occurs), plus the average of the greatest two out of the three\nmost recent annual MIP bonuses received by the Executive.\n\n     6.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or\n         -------------------------                                             \nlimit the Executive's continuing or future participation in any benefit, bonus,\nincentive or other plan or program provided by Mattel and for which the\nExecutive may qualify, nor shall anything herein limit or otherwise affect such\nrights as the Executive may have under any stock option or other agreement with\nMattel or any of its affiliated companies. Except as otherwise provided herein,\namounts which are vested benefits or which the Executive is otherwise entitled\nto receive under any plan or program of Mattel at or subsequent to the Date of\nTermination shall be payable in accordance with such plan or program.\n\n     7.  No Set Off, Payment of Fees.  Except as provided herein, Mattel's\n         ---------------------------                                      \nobligation to make the payments provided for in this Agreement and otherwise to\nperform its obligations hereunder shall not be affected by any circumstances,\nincluding without limitation any set-off, counterclaim, recoupment, defense or\nother right which Mattel may have against the Executive or others.  Mattel\nagrees to pay, to the full extent permitted by law, all legal fees and expenses\n\n                                       11\n\n \nwhich the Executive may reasonably incur as a result of any contest (regardless\nof the outcome thereof) by Mattel or others of the validity or enforceability\nof, or liability under, any provision of this Agreement other than expenses\nrelating to a claim by the Executive that he terminated for Good Reason or that\nthe termination for Cause was improper, in which case such fees and expenses\nshall be paid only if the Executive prevails in whole or in part.  In the event\nthat the Executive shall in good faith give a Notice of Termination for Good\nReason and it shall thereafter be determined that Good Reason did not exist, the\nemployment of the Executive shall, unless Mattel and the Executive shall\notherwise mutually agree, be deemed to have terminated at the Date of\nTermination specified in such purported Notice of Termination by mutual consent\nof Mattel and the Executive and thereupon, the Executive shall be entitled to\nreceive only those payments and benefits which he would have been entitled to\nreceive at such date.\n\n     8.  Arbitration of Disputes.\n         ----------------------- \n\n         (a)  The parties agree that any disputes, controversies or claims which\narise out of or relate to this Agreement, the Executive's employment or the\ntermination of his employment, including, but not limited to, any claim relating\nto the purported validity, interpretation, enforceability or breach of this\nAgreement, and\/or any other claim or controversy arising out of the relationship\nbetween the Executive and Mattel (or the nature of the relationship) or the\ncontinuation or termination of that relationship, including, but not limited to,\nclaims that a termination was for Cause, or for Good Reason, claims for breach\nof covenant, breach of an implied covenant of good faith and fair dealing,\nwrongful termination, breach of contract, or intentional infliction of emotional\ndistress, defamation, breach of right of privacy, interference with advantageous\nor contractual relations, fraud, conspiracy or other tort or property claims of\nany kind, which are not settled by agreement between the parties, shall be\nsettled by arbitration under the labor arbitration rules of the American\nArbitration Association before a board of three arbitrators, as selected\nthereunder.\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. In the\nevent that the arbitrator selected by the Executive and the arbitrator selected\nby Mattel are unable to agree upon a third arbitrator, then the third arbitrator\nshall be selected from a list of seven provided by the office of the American\nArbitration Association nearest to the Executive's residence with the parties\nstriking names in order and the party striking first to be determined by the\nflip of a coin. The arbitration shall be held in a location to be mutually\nagreed upon by the parties. In the absence of agreement, the Chairman of the\nBoard of Mattel shall 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 to any\nalleged contract, or any other claim arising out of their conduct, the\nrelationship existing hereunder or the continuation or termination of that\nrelationship, and in further consideration of the anticipated expedition and the\n\n                                       12\n\n \nminimizing of expense resulting from this arbitration remedy, the arbitration\nprovisions of this Agreement shall provide the exclusive remedy, and each party\nexpressly waives any right he or it may have to seek redress in any other forum.\n\n         (c)  Any claim which either party has against the other party which\ncould be submitted for resolution pursuant to this Section 8 must be presented\nin writing by the claiming party to the other within one year of the date the\nclaiming party knew or should have known of the facts giving rise to the claim,\nexcept that claims arising out of or related to the termination of the\nExecutive's employment must be presented by him within one year after the Date\nof Termination. Unless the party against whom any claim is asserted waives the\ntime limits set forth above, any claim not brought within the time periods\nspecified shall be waived and forever barred.\n\n         (d)  Mattel will pay all costs and expenses of the arbitration.\n\n         (e)  Any decision and award or order of a majority of the arbitrators\nshall be binding upon the parties hereto and judgment thereon may be entered in\nthe Superior Court of the State of California or any other court having\njurisdiction.\n\n         (f)  Each of the above terms and conditions of this Section 8 shall\nhave separate validity and the invalidity of any part thereof shall not affect\nthe remaining parts.\n\n         (g)  Any decision and award or order of a majority of the arbitrators\nshall be final and binding between the parties as to all claims which were\nraised in connection with the dispute to the full extent permitted by law. In\nall other cases, the parties agree that a decision of a majority of arbitrators\nshall be a condition precedent to the institution or maintenance of any legal,\nequitable, administrative, or other formal proceeding by the Executive in\nconnection with the dispute, and that the decision and opinion of the board of\narbitrators may be presented in any other forum on the merits of the dispute.\n\n     9.  General Release.  The Executive acknowledges and agrees that this\n         ---------------                                                  \nAgreement and that certain letter by Mattel offering employment to the\nExecutive, dated concurrently herewith (the \"Offer Letter\"), includes the entire\nagreement and understanding between the parties with regard to the Executive's\nemployment, the termination thereof during the Employment Period, and all\namounts to which the Executive shall be entitled whether during the term of\nemployment or upon termination thereof.  The Executive also acknowledges and\nagrees that the Executive's right to receive severance pay and other benefits\npursuant to subsections (b), (d) and (e) of Section 5 of this Agreement is\ncontingent upon the Executive's execution and acceptance of the terms and\nconditions of, and the effectiveness of the General Release of All Claims (the\n\"Release\") attached hereto as Exhibit \"A.\"  If the Executive fails to execute\nthe Release within twenty-one (21) days of receipt of such Release, then the\nExecutive shall not be \n\n                                       13\n\n \nentitled to any severance payments or other benefits to which the Executive\nwould otherwise be entitled under subsections (b), (d) and (e) of Section 5 of\nthis Agreement.\n\n     10. The Executive's Covenants.\n         ------------------------- \n\n         (a)  The Executive acknowledges that in the Executive's capacity in\nmanagement, the Executive has had a great deal of exposure and access to a broad\nvariety of commercially valuable proprietary information which is vital to the\nsuccess of Mattel's business including, by way of illustration, past, current\nand future products and product concepts, marketing strategies, research and\nplans and information regarding employees. The Executive acknowledges that as a\nresult of the Executive's knowledge of the above information and in\nconsideration for the benefits offered by Mattel under this Agreement, the\nExecutive hereby agrees to reaffirm and recognize the Executive's continuing\nobligations with respect to the use and disclosure of confidential and\nproprietary information of Mattel pursuant to the Mattel's policies as set forth\nin Mattel's form Executive Patent and Confidence Agreement and by this reference\nmade a part hereof. Pursuant thereto, the Executive acknowledges and agrees that\nMattel shall be entitled to injunctive relief to prevent a threatened\nmisappropriation of one or more of the Mattel's trade secrets or to halt an\nactual misappropriation of such trade secrets. 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 by\nthe Executive during the Executive's employment by Mattel or any of its\naffiliated companies and which shall not be public knowledge. After termination\nof the Executive's employment with Mattel, the Executive shall not, without the\nprior written consent of Mattel, communicate or divulge any such information,\nknowledge or data to anyone other than Mattel and those designated by it. The\nforegoing shall not apply to any information which Mattel discloses to the\npublic. The Executive further represents and agrees that, unless otherwise\nrequired by law, the Executive will keep the terms, amount and fact of this\nAgreement completely confidential, and that the Executive will not hereafter\ndisclose any information concerning this Agreement to anyone other than the\nExecutive's immediate family and professional representatives who will be\ninformed of and bound by this confidentiality clause.\n\n         (b)  If the termination of the Executive's employment occurs prior to a\nChange of Control, the Executive agrees that eligibility for severance payments\nand other benefits under this Agreement are contingent upon the Executive's\nagreement and compliance with Mattel's requirement that the Executive does not\naccept employment nor an engagement as a consultant with a competitor whereupon\nsuch position is comparable to the position the Executive held with Mattel and\nwhere the Executive can not reasonably satisfy Mattel that the new employer is\nprepared to and\/or does take adequate steps to preclude and to prevent\ninevitable disclosure of trade secrets, as prohibited under the Mattel's\npolicies with respect to the use and disclosure of confidential and proprietary\ninformation, as set forth in Mattel's form Executive Patent and Confidence\nAgreement and by this reference made a part hereof. If the termination of the\n\n                                       14\n\n \nExecutive's employment occurs prior to a Change of Control and if the Executive\naccepts employment or a consulting relationship with a competitor and such\nposition is comparable to the position the Executive held with Mattel and where\nthe Executive can not reasonably satisfy Mattel that the new employer is\nprepared to and\/or does take adequate steps to preclude and to prevent\ninevitable disclosure of trade secrets, as prohibited under the Mattel's\npolicies with respect to the use and disclosure of confidential and proprietary\ninformation, as set forth in Mattel's form Executive Patent and Confidence\nAgreement and by this reference made a part hereof, then no further payments nor\neligibility for benefits continuation will be available to the Executive as of\nthe date the Executive commences such employment\/consulting. It is a specific\ncondition of this Agreement that so long as the Executive is receiving any\npayments or benefits under this Agreement with respect to a termination of the\nExecutive's employment prior to a Change of Control, the Executive is obligated\nto immediately notify Mattel as to the specifics of the new position that the\nExecutive is planing to commence as an employee or consultant for any company\nwhich is a competitor of Mattel.\n\n         (c)  The Executive agrees that so long as the Executive is receiving\nany payments or benefits under this Agreement and for a period of 12 months\nthereafter, the Executive will not participate in recruiting any of Mattel's\nemployees or in the solicitation of Mattel's employees other than the\nExecutive's assistant on the Date of Termination, and the Executive will not\ncommunicate to any other person or entity, about the nature, quality or quantity\nof work, or any special knowledge or personal characteristics of any person\nemployed by Mattel. If the Executive should wish to discuss possible employment\nwith any then-current Mattel employee other than the Executive's assistant on\nthe Date of Termination during the 12-month period set forth above, the\nExecutive may request written permission to do so from the senior human\nresources officer of Mattel who may, in his\/her discretion, grant a written\nexception to the no solicitation agreement set forth above, provided, however,\nthe Executive agrees that the Executive will not discuss any such employment\npossibility with such employees prior to securing Mattel's permission. If Mattel\nshould decline to grant such permission, the Executive agrees that the Executive\nwill not at any time, either during or after the non-solicitation period set\nforth above, advise the employee concerned that he\/she was the subject of a\nrequest under this paragraph or that Mattel refused to grant the Executive the\nright to discuss an employment possibility with him\/her.\n\n     11. Successors.\n         ---------- \n\n         (a)  This Agreement is personal to the Executive and without the prior\nwritten consent of Mattel shall not be assignable by the Executive otherwise\nthan by will or the laws of descent and distribution. This Agreement shall inure\nto the benefit of and be enforceable by the Executive's legal representatives.\n\n         (b)  This Agreement shall inure to the benefit of and be binding upon\nMattel and its successors. Mattel shall require any successor to all or\nsubstantially all of the business and\/or assets of Mattel, whether direct or\nindirect, by purchase, merger, consolidation, \n\n                                       15\n\n \nacquisition of stock, or otherwise, by an agreement in form and substance\nsatisfactory to the Executive, expressly to assume and agree to perform this\nAgreement in the same manner and to the same extent as Mattel would be required\nto perform if no such succession had taken place.\n\n     12. Amendment; Waiver.  This Agreement and the Offer Letter contain the\n         ---------  ------                                                  \nentire agreement between the parties with respect to the subject matter hereof\nand may be amended, modified or changed only by a written instrument executed by\nthe Executive and Mattel.  No provision of this Agreement or the Offer Letter\nmay be waived except by a writing executed and delivered by the party sought to\nbe charged.  Any such written waiver will be effective only with respect to the\nevent or circumstance described therein and not with respect to any other event\nor circumstance, unless such waiver expressly provides to the contrary.\n\n     13. Long Term Incentive Compensation Plan Payments After a Change of \n         ---------------------------------------------------------------- \n         Control.\n         -------\n\n         (a)  In the event of a Change of Control during the Employment Period,\nMattel shall pay the Executive a cash payment as provided under the provisions\nof the LTIP, as in effect immediately prior to the Change of Control.\n\n         (b)  In addition, in the event of a Change of Control during the\nEmployment Period, within thirty (30) days after the date of such Change of\nControl, Mattel shall pay the Executive any unpaid amounts to which the\nExecutive is entitled with respect to any performance period under the LTIP, or\nany other successor long-term incentive compensation plan of Mattel, that has\nbeen completed as of the date of the Change of Control.\n\n     14. Certain Additional Payments by Mattel.\n         ------------------------------------- \n\n         (a)  Anything in this Agreement to the contrary notwithstanding and\nexcept as set forth below, in the event it shall be determined that any Payment\n(as defined below) would be subject to the Excise Tax (as defined below), then\nthe Executive shall be entitled to receive an additional payment (a \"Gross-Up\nPayment\") in an amount such that after payment by the Executive of all taxes\n(including any interest or penalties imposed with respect to such taxes),\nincluding, without limitation, any income taxes (and any interest and penalties\nimposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,\nthe Executive retains an amount of the Gross-Up Payment equal to the Excise Tax\nimposed upon the Payments. Notwithstanding the foregoing provisions of this\nSection 14(a), if it shall be determined that the Executive is entitled to a\nGross-Up Payment, but that the Parachute Value of Payments (as defined below)\ndoes not exceed 110% of the Safe Harbor Amount (as defined below), then no \nGross-Up Payment shall be made to the Executive and the Agreement Payments (as\ndefined below), in the aggregate, shall be reduced to (but not below zero) such\nthat the Parachute Value of all Payments equals the Safe Harbor Amount,\ndetermined in such a manner as to maximize the Value of all Payments (as defined\nbelow) actually made to the Executive.\n\n                                       16\n\n \n         (b)  Subject to the provisions of Section 14(c), all determinations\nrequired to be made under this Section 14, including whether and when a Gross-Up\nPayment is required and the amount of such Gross-Up Payment and the assumptions\nto be utilized in arriving at such determination, shall be made by\nPricewaterhouseCooper LLP or such other nationally recognized certified public\naccounting firm as may be designated by the Executive (the \"Accounting Firm\")\nwhich shall provide detailed supporting calculations both to Mattel and the\nExecutive within 15 business days of the receipt of notice from the Executive\nthat there has been a Payment, or such earlier time as is requested by Mattel.\nAll fees and expenses of the Accounting Firm shall be borne solely by Mattel.\nSubject to Section 14(e) below, any Gross-Up Payment, as determined pursuant to\nthis Section 14, shall be paid by Mattel to the Executive within five days of\nthe receipt of the Accounting Firm's determination.  Any determination by the\nAccounting Firm shall be binding upon Mattel and the Executive.  As a result of\nthe uncertainty in the application of Section 4999 of the Internal Revenue Code\nof 1986, as amended (the \"Code\") at the time of the initial determination by the\nAccounting Firm hereunder, it is possible that Gross-Up Payments which will not\nhave been made by Mattel should have been made (\"Underpayment\"), consistent with\nthe calculations required to be made hereunder.  In the event that Mattel\nexhausts its remedies pursuant to Section 14(c) and the Executive thereafter is\nrequired to make a payment of any Excise Tax, the Accounting Firm shall\ndetermine the amount of the Underpayment that has occurred and any such\nUnderpayment shall be promptly paid by Mattel to or for the benefit of the\nExecutive.\n\n         (c)  The Executive shall notify Mattel in writing of any claim by the\nInternal Revenue Service that, if successful, would require the payment by\nMattel of the Gross-Up Payment.  Such notification shall be given as soon as\npracticable but no later than ten business days after the Executive is informed\nin writing of such claim and shall apprise Mattel of the nature of such claim\nand the date on which such claim is requested to be paid.  The Executive shall\nnot pay such claim prior to the expiration of the 30-day period following the\ndate on which it gives such notice to Mattel (or such shorter period ending on\nthe date that any payment of taxes with respect to such claim is due).  If\nMattel notifies the Executive in writing prior to the expiration of such period\nthat it desires to contest such claim, the Executive shall:\n\n              (i)   give Mattel any information reasonably requested by Mattel\nrelating to such claim,\n\n              (ii)  take such action in connection with contesting such claim as\nMattel shall reasonably request in writing from time to time, including, without\nlimitation, accepting legal representation with respect to such claim by an\nattorney reasonably selected by Mattel,\n\n              (iii) cooperate with Mattel in good faith in order effectively\nto contest such claim, and\n\n              (iv)  permit Mattel to participate in any proceedings relating to\nsuch claim;\n\n                                       17\n\n \nprovided, however, that Mattel shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax (including interest and\npenalties with respect thereto) imposed as a result of such representation and\npayment of costs and expenses.  Without limitation on the foregoing provisions\nof this Section 14(c), Mattel shall control all proceedings taken in connection\nwith such contest and, at its sole option, may pursue or forgo any and all\nadministrative appeals, proceedings, hearings and conferences with the taxing\nauthority in respect of such claim and may, at its sole option, either direct\nthe Executive to pay the tax claimed and sue for a refund or contest the claim\nin any permissible manner, and the Executive agrees to prosecute such contest to\na determination before any administrative tribunal, in a court of initial\njurisdiction and in one or more appellate courts, as Mattel shall determine;\nprovided, however, that if Mattel directs the Executive to pay such claim and\nsue for a refund, Mattel shall advance the amount of such payment to the\nExecutive, on an interest-free basis and shall indemnify and hold the Executive\nharmless, on an after-tax basis, from any Excise Tax or income tax (including\ninterest or penalties with respect thereto) imposed with respect to such advance\nor with respect to any imputed income with respect to such advance; and further\nprovided that any extension of the statute of limitations relating to payment of\ntaxes for the taxable year of the Executive with respect to which such contested\namount is claimed to be due is limited solely to such contested amount.\nFurthermore, Mattel's control of the contest shall be limited to issues with\nrespect to which a Gross-Up Payment would be payable hereunder and the Executive\nshall be entitled to settle or contest, as the case may be, any other issue\nraised by the Internal Revenue Service or any other taxing authority.\n\n         (d)  If, after the receipt by the Executive of an amount advanced by\nMattel pursuant to Section 14(c), the Executive becomes entitled to receive any\nrefund with respect to such claim, the Executive shall (subject to Mattel's\ncomplying with the requirements of Section 14(c)) promptly pay to Mattel the\namount of such refund (together with any interest paid or credited thereon after\ntaxes applicable thereto).  If, after the receipt by the Executive of an amount\nadvanced by Mattel pursuant to Section 14(c), a determination is made that the\nExecutive shall not be entitled to any refund with respect to such claim and\nMattel does not notify the Executive in writing of its intent to contest such\ndenial of refund prior to the expiration of 30 days after such determination,\nthen such advance shall be forgiven and shall not be required to be repaid and\nthe amount of such advance shall offset, to the extent thereof, the amount of\nGross-Up Payment required to be paid.\n\n         (e)  Notwithstanding any other provision of this Section 14, Mattel may\nwithhold and pay over to the Internal Revenue Service for the benefit of the\nExecutive all or any portion of the Gross-Up Payment that it determines in good\nfaith that it is or may be in the future required to withhold, and the Executive\nhereby consents to such withholding.\n\n         (f)  Definitions.  The following terms shall have the following\n              -----------                                               \nmeanings for purposes of this Section 14.\n\n                                       18\n\n \n              (i)   An \"Agreement Payment\" shall mean a Payment paid or payable\npursuant to this Agreement (disregarding this Section 14) and any payment\nrelating to the Loan Agreement.\n\n              (ii)  \"Excise Tax\" shall mean the excise tax imposed by Section\n4999 of the Code, together with any interest or penalties imposed with respect\nto such excise tax.\n\n              (iii) The \"Net After-Tax Amount\" of a Payment shall mean the Value\nof a Payment net of all taxes imposed on the Executive with respect thereto\nunder Sections 1 and 4999 of the Code and applicable state and local law,\ndetermined by applying the highest marginal rates that are expected to apply to\nthe Executive's taxable income for the taxable year in which the Payment is\nmade.\n\n              (iv)  \"Parachute Value\" of a Payment shall mean the present value\nas of the date of the change of control for purposes of Section 280G of the Code\nof the portion of such Payment that constitutes a \"parachute payment\" under\nSection 280G(b)(2), as determined by the Accounting Firm for purposes of\ndetermining whether and to what extent the Excise Tax will apply to such\nPayment.\n\n              (v)   A \"Payment\" shall mean any payment or distribution in the\nnature of compensation (within the meaning of Section 280G(b)(2) of the Code) to\nor for the benefit of the Executive, whether paid or payable pursuant to this\nAgreement or otherwise.\n\n              (vi)  The \"Safe Harbor Amount\" means the maximum Parachute Value\nof all Payments that the Executive can receive without any Payments being\nsubject to the Excise Tax.\n\n              (vii) \"Value\" of a Payment shall mean the economic present value\nof a Payment as of the date of the change of control for purposes of Section\n280G of the Code, as determined by the Accounting Firm using the discount rate\nrequired by Section 280G(d)(4) of the Code.\n\n     15. Miscellaneous.\n         ------------- \n\n         (a)  This Agreement shall be governed by and construed in accordance\nwith the laws of the State of California, without reference to principles of\nconflict of laws. The captions of this Agreement are not part of the provisions\nhereof 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 by\nregistered or certified mail, return receipt requested, postage prepaid; shall\nbe deemed delivered upon actual receipt; and shall be addressed as follows:\n\n                                       19\n\n \n         If to Mattel:\n         ------------ \n\n                          MATTEL, INC.\n                          333 Continental Blvd.\n                          El Segundo, CA 90245\n\n         If to Executive:\n         --------------- \n\n                          Mr. Kevin M. Farr\n                          MATTEL, INC.\n                          333 Continental Blvd.\n                          El Segundo, CA 90245\n\nor to such other address as either party shall have furnished to the other in\nwriting 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 ineffective\nto the extent of such prohibition or unenforceability without invalidating the\nremaining provisions hereof, and any such prohibition or unenforceability in any\njurisdiction will not invalidate or render unenforceable such provision in any\nother jurisdiction.\n\n         (d)  Mattel may withhold from any amounts payable under this Agreement\nsuch Federal, state or local taxes as shall be required to be withheld pursuant\nto any applicable law or regulation.\n\n                                       20\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\nEXECUTIVE:                               KEVIN M. FARR\n\n                                         \/s\/ Kevin M. Farr\n                                         ___________________________________ \n\n\nMATTEL:                                  MATTEL, INC.,\n                                         a Delaware corporation\n\n\n                                         By: \/s\/ Alan Kaye\n                                             -------------------------------\n                                         Its: SVP HR\n                                              ------------------------------\n\n\nATTEST:\n\n\n\/s\/ Christopher O'Brien\n_________________________\nAssistant Secretary\n\n                                       21\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-39342","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\/39342","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=39342"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39342"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39342"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39342"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}