{"id":39345,"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-ned-mansour.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-mattel-inc-and-ned-mansour","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-mattel-inc-and-ned-mansour.html","title":{"rendered":"Employment Agreement &#8211; Mattel Inc. and Ned Mansour"},"content":{"rendered":"<pre>\n                 AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of July 29,\n1996, (the 'Agreement'), is between Mattel, Inc., a Delaware corporation\n('Mattel'), and Ned Mansour (the 'Executive').\n\n     The Executive and Mattel are parties to an Amended and Restated\nEmployment Agreement dated as of November 11, 1993, as amended September 1,\n1995, and made subject to an Interpretive Rider dated September 20, 1995\n(collectively, the 'Existing Employment Agreement'), providing for the\nemployment of the Executive.\n\n     The Executive and Mattel desire to clarify certain provisions of the\nExisting Employment Agreement that govern the respective rights and\nobligations of the Executive and Mattel, as the case may be, upon a\ntermination of the Executive's employment and therefore deem it appropriate\nto amend and restate the Existing Employment Agreement in its entirety.\n\n     In consideration of the premises and for other good and valuable\nconsideration, the receipt of which is hereby acknowledged, the Executive\nand Mattel agree to amend and restate the Existing Employment Agreement in\nits entirety as follows:\n\n     1.   Employment Period.  Mattel hereby agrees to employ and continue\nin its employ the Executive, and the Executive hereby\n\n\n\n\n\naccepts such employment and agrees to remain in the employ of Mattel, for\nthe period commencing on the date of this Agreement and ending on the third\nanniversary of such date (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\nsuch dates is hereinafter referred to as the 'Renewal Date'), the\nEmployment Period shall be automatically extended so as to terminate three\nyears from such Renewal Date, unless at least 60 days prior to any Renewal\nDate Mattel or the Executive shall give notice to the other that the\nEmployment Period shall not be so extended.\n\n     2.   Duties.\n          (a)  Executive's Position and Duties.  During the Employment\nPeriod, the Executive's position (including titles), authority and\nresponsibilities shall be similar to those held by the Executive on the\ndate hereof with such additions and modifications, and consistent with\nresponsibilities generally assigned to executive officers of Mattel as the\nChief Executive Officer of Mattel may in his discretion and acting in good\nfaith from time to time assign to the Executive.  The Executive's services\nshall be performed in the general area in which the Executive was employed\non the date of this Agreement and the Executive will not be transferred\noutside the area without the Executive's consent, other than for normal\nbusiness travel and\n\n\n                                 -2-\n\n\ntemporary assignments.  Mattel agrees to cause Executive to be elected a\nmember of its Board of Directors commencing on August 22, 1996 and to be\nelected a member upon the expiration of each term of his as a director during\nthe Employment Period.\n\n          (b)  Full Time.  The Executive agrees to devote his full business\ntime to the business and affairs of Mattel and to use his best efforts to\nperform faithfully and efficiently the responsibilities assigned to him\nhereunder to the extent necessary to discharge such responsibilities,\nexcept for (i) services on corporate, civic or charitable boards or\ncommittees not significantly interfering with the performance of such\nresponsibilities; (ii) periods of vacation and sick leave to which he is\nentitled; and (iii) the management of personal investments and affairs.\nThe Executive will not engage in any outside business activity (as\ndistinguished from personal investment activity and affairs), including,\nbut not limited to, activity as a consultant, agent, partner or officer, or\nprovide business services of any nature directly or indirectly to a\ncorporation or other business enterprise.\n\n     3.   Compensation.\n          (a) Base Salary.  During the Employment Period, the Executive\nshall receive a base salary ('Base Salary') at a bi-weekly rate at least\nequal to the bi-weekly salary paid to the\n\n\n                                 -3-\n\n\nExecutive by Mattel on the date of this Agreement.  The Base Salary shall\nbe reviewed at least every two years and may be increased at any time\nand from time to time by action of the Board of Directors of Mattel or\nthe Compensation\/Options Committee thereof or any individual having authority\nto take such action in accordance with Mattel's regular practices.  Any\nincrease in the Base Salary shall not serve to limit or reduce any other\nobligation of Mattel hereunder and, after any such increase, the Base Salary\nshall not be reduced.\n\n          (b)  Bonus Programs.  In addition to the Base Salary, the\nExecutive shall participate throughout the Employment Period in Mattel's\ncash, deferred bonus, incentive plans and programs ('Bonus Programs') as\nmay be in effect from time to time with respect to executives employed by\nMattel at a participation level reflecting the Executive's\nresponsibilities, including, but not limited to, the Management Incentive\nPlan ('MIP') and the Long-Term Incentive Plan ('LTIP') as they may be\nmodified from time to time and any plans or programs substituted therefor;\nprovided that, except as provided in Section 5(f) hereof, the determination\nof the amounts to be paid pursuant to such plans or programs shall be made\nby the Board of Directors of Mattel or a committee thereof authorized to\ntake such action and shall be made in accordance with Mattel's compensation\npractice and the terms and provisions of such plans or programs; provided\nfurther\n\n\n                                 -4-\n\n\nthat the Executive's eligibility for and participation in each of\nthe Bonus Programs shall be at a level and on terms and conditions no less\nfavorable than those available to any other comparably situated executive\nor consultant.\n\n          (c)  Incentive and Savings Plans.  In addition to the Base Salary\nand participation in the Bonus Programs, during the Employment Period the\nExecutive shall be entitled to participate in all incentive and savings\nplans and programs, including, but not limited to, stock option plans and\nretirement plans, as may be in effect from time to time with respect to\nexecutives employed by Mattel at the Executive's level so as to reflect the\nExecutive's responsibilities.\n\n\n                                 -5-\n\n\n          (d)  Benefit Plans.  The Executive and\/or his family, as the case\nmay be, shall be entitled to receive all amounts which he or his family is\nor would have been entitled to receive as benefits under all medical,\ndental, disability, group life, accidental death and travel accident\ninsurance plans and programs of Mattel in which the Executive is a\nparticipant as in effect from time to time with respect to executives\nemployed by Mattel.\n\n          (e)  Expenses.  During the Employment Period, the Executive shall\nbe entitled to receive prompt reimbursement for all reasonable expenses\nincurred by the Executive in accordance with the policies and practices of\nMattel as in effect from time to time with respect to executives employed\nby Mattel.\n\n          (f)  Fringe Benefits.  The Executive shall be entitled to fringe\nbenefits, commensurate with those available to comparable level executives,\nincluding an automobile and related expenses as well as the use of a\ncompany-issued gasoline credit card, club memberships and related expenses,\nand financial and legal counseling in accordance with the policies of\nMattel as in effect from time to time with respect to executives employed\nby Mattel.\n\n          (g)  Vacation.  During the Employment Period, the Executive shall\nbe entitled to paid vacation in accordance with\n\n\n                                 -6-\n\n\nthe policies of Mattel as in effect from time to time with respect to\nexecutives employed by Mattel.\n\n          (h)  Stock Options.  Mattel shall, upon date of this Agreement,\ngrant 150,000 stock options to Executive under the terms and conditions of\nthe 1990 Non-Qualified Stock Option Plan; in January of 1997, grant 150,000\nstock options under the operative non-qualified stock option plan in effect\nat that time; and in January of 1998 grant 150,000 stock options under the\noperative non-qualified stock option plan in effect at that time.\nThereafter, Executive will be eligible for additional annual grants of\noptions commensurate with the timing and amount normally made available to\nexecutives at a comparable level.\n\n          (i)  Certain Amendments.  Nothing herein shall be construed to\nprevent Mattel from amending, altering, eliminating or reducing any plans,\nbenefits or programs so long as the Executive continues to have the\nopportunity to receive compensation and benefits consistent with Sections\n3(a) through (h).\n\n     4.   Termination.\n          (a)  Death or Disability.  This Agreement shall terminate\nautomatically upon the Executive's death; provided that Base Salary, all\nbonuses and earned benefits will be continued\n\n\n                                 -7-\n\n\nand paid for a period of six (6) months thereafter, unless a longer period\nis otherwise specified.  Mattel may terminate this Agreement, after having\nestablished the Executive's Disability, by giving to the Executive written\nnotice of its intention to terminate his employment, and his employment\nwith Mattel shall terminate effective on the 90th day after receipt of\nsuch notice (the 'Disability Effective Date').  For purposes of this\nAgreement, the Executive's Disability shall occur and shall be deemed to\nhave occurred only when the Executive becomes entitled to receive disability\nbenefits under the Mattel Long-Term Disability Plan for exempt employees.\n\n          (b)  Cause. Mattel may terminate the Executive's employment for\n'Cause' if a majority, consisting of at least 2\/3 of the non-management\nmembers of the Board of Directors of Mattel, determines that 'Cause'\nexists. For purposes of this Agreement, 'Cause' means (i) an act or acts of\ndishonesty on the Executive's part which are intended to result in his\nsubstantial personal enrichment at the expense of Mattel; (ii) repeated\nviolations by the Executive of his obligations under Section 2 of this\nAgreement which are demonstrably willful and deliberate on the Executive's\npart and which resulted in material injury to Mattel; (iii) conduct of a\ncriminal nature which has or which is more likely than not to have a\nmaterial adverse effect on Mattel's reputation or standing in the community\nor on its\n\n\n                                 -8-\n\n\ncontinuing relationships with its customers or those who purchase\nor use its products; or (iv) fraudulent conduct in connection with the\nbusiness or affairs of Mattel, regardless of whether said conduct is\ndesigned to defraud Mattel or others; provided that, in each case, the\nExecutive has received written notice of the described activity, has been\nafforded a reasonable opportunity to cure or correct the activity described\nin the notice, and has failed to substantially cure, correct or cease the\nactivity, as appropriate.\n\n          (c)  Good Reason.  The Executive may terminate his employment at\nany time for Good Reason.  For purposes of this Agreement, 'Good Reason'\nmeans the good faith determination by the Executive that any one or more of\nthe following have occurred:\n\n               (i)  without the express written consent of the Executive,\nany change(s) in any of the duties, authority, or responsibilities of the\nExecutive which is (are) inconsistent in any substantial respect with the\nExecutive's position, authority, duties, or responsibilities as\ncontemplated by Section 2 of this Agreement;\n\n               (ii)  any failure by Mattel to comply with any of the\nprovisions of Section 3 of this Agreement, other than an\n\n\n                                 -9-\n\n\ninsubstantial and inadvertent failure remedied by Mattel promptly after\nreceipt of notice thereof given by the Executive;\n\n               (iii) without the Executive's consent, any requirement by\nMattel that Executive be based at any office or location other than an\noffice or location in Los Angeles, California, except for travel reasonably\nrequired in the performance of the Executive's responsibilities;\n\n               (iv) any proposed termination by Mattel of the Executive's\nemployment otherwise than as permitted by this Agreement; or\n\n               (v) any failure by Mattel to obtain the assumption and\nagreement to perform this Agreement by a successor as contemplated by\nSection 11(b).\n\n          (d)  Change of Control.  A 'Change of Control' shall be deemed to\nhave occurred if:\n\n               (i)  any 'Person,' which shall mean a 'person' as such term\nis used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,\nas amended (the 'Exchange Act'), (other than Mattel, any trustee or other\nfiduciary holding securities under an employee benefit plan of Mattel) is\nor becomes the 'beneficial owner' (as defined in Rule 13d-3 under the\nExchange Act), directly or indirectly, of securities of Mattel\n\n\n                                 -10-\n\n\nrepresenting 20% or more of the combined voting power of Mattel's then\noutstanding voting securities;\n\n               (ii)  during any period of 24 consecutive months,\nindividuals, who at the beginning of such period constitute the Board of\nDirectors of Mattel, and any new director whose election by the Board of\nDirectors, or whose nomination for election by Mattel's stockholders, was\napproved by a vote of at least one-half (1\/2) of the directors then in\noffice (other than in connection with a contested election), cease for any\nreason to constitute at least a majority of the Board of Directors;\n\n               (iii)  the stockholders of Mattel approve (I) a plan of\ncomplete liquidation of Mattel or (II) the sale or other disposition by\nMattel of all or substantially all of Mattel's assets unless the acquirer\nof the assets or its board of directors shall meet the conditions for a\nmerger or consolidation in subparagraphs (iv)(I) or (iv)(II) below; or\n\n               (iv) the consummation of a merger or consolidation of Mattel\nwith any other entity other than:\n\n                    (I)  a merger or consolidation which results in the\nvoting securities of Mattel outstanding immediately prior thereto\ncontinuing to represent (either by remaining outstanding or by being\nconverted into voting securities of the surviving entity) more than 50% of\nthe combined voting power of the\n\n\n                                 -11-\n\n\nsurviving entity's outstanding voting securities immediately after such\nmerger or consolidation; or\n\n                    (II)  a merger or consolidation which would result in\nthe directors of Mattel (who were directors immediately prior thereto)\ncontinuing to constitute at least 50% of all directors of the surviving\nentity immediately after such merger or consolidation.\n\n     In this paragraph (iv), 'surviving entity' shall mean only an entity\nin which all of Mattel's stockholders immediately before such merger or\nconsolidation (determined without taking into account any stockholders\nproperly exercising appraisal or similar rights) become stockholders by the\nterms of such merger or consolidation, and the phrase 'directors of Mattel\n(who were directors immediately prior thereto)' shall include only\nindividuals who were directors of Mattel at the beginning of the 24\nconsecutive month period preceding the date of such merger or\nconsolidation.\n\n          (e)  Notice of Termination.  Any termination of the Executive's\nemployment by Mattel for Cause following a Change of Control or by the\nExecutive for Good Reason shall be communicated by Notice of Termination to\nthe other party hereto given in accordance with Section 13(b).  Any\ntermination by Mattel due to Disability shall be given in accordance with\nSection 4(a).  For\n\n\n                                 -12-\n\n\npurposes of this Agreement, a 'Notice of Termination' means a written notice\nwhich (i) indicates the specific termination provision in this Agreement\nrelied upon; (ii) except in the event of a termination following a Change\nof Control, sets forth in reasonable detail the facts and circumstances\nclaimed to provide a basis for termination of the Executive's employment\nunder the provision so indicated; and (iii) specifies the Date of Termination\n(defined below).\n\n          (f)  Date of Termination.  'Date of Termination' means the date\nof actual receipt of the Notice of Termination or any later date specified\ntherein (but not more than fifteen (15) days after the giving of the Notice\nof Termination), as the case may be; provided that (i) if the Executive's\nemployment is terminated by Mattel for any reason other than Cause or\nDisability, the Date of Termination is the date on which Mattel notifies\nthe Executive of such termination; (ii) if the Executive's employment is\nterminated due to Disability, the Date of Termination is the Disability\nEffective Date; and (iii) if the Executive's employment is terminated due\nto the Executive's death, the Date of Termination shall be the date of\ndeath.\n\n     5.   Obligations of Mattel upon Termination.  Other than as\nspecifically set forth or referenced in this Agreement, the\n\n\n                                 -13-\n\n\nExecutive shall not be entitled to any benefits on or after the Date\nof Termination.\n\n          (a)  Death.  If the Executive's employment is terminated by\nreason of the Executive's death, this Agreement shall terminate without\nfurther obligations by Mattel to the Executive's legal representatives\nunder this Agreement other than those obligations accrued hereunder or\nunder the terms of the applicable Mattel plan or program which takes effect\nat the date of his death or as otherwise provided in Section 4(a) or this\nSection 5(a).  As of the Date of Termination, the Executive's family shall\nbe entitled to the Executive's benefits on the terms described in Section\n5(d)(iv) (other than outplacement services and leased car benefits, which\nare excluded), except that healthcare insurance coverage and financial and\nlegal counseling services shall terminate on the third anniversary of the\nDate of Termination. The Executive's country club membership must be\nconverted or sold, as the case may be, by the Executive's successor-in-\ninterest within one year after the Date of Termination on the terms\ndescribed in Section 5(d)(iv)(III); provided that no such conversion or\nsale shall be required and Mattel shall cause the membership to be\ntransferred to the Executive's spouse at no cost to the spouse if the\nExecutive has had the membership for at least three years.\n\n\n                                 -14-\n\n\n          (b)  Disability.  If the Executive's employment is terminated by\nreason of the Executive's Disability, the Executive shall be entitled to\nreceive after the Disability Effective Date (i) disability benefits, if\nany, at least equal to those then provided by Mattel to disabled executives\nand\/or their families and (ii) those other benefits on the terms described\nin Section 5(d)(iv).\n\n          (c)  Cause.  If the Executive's employment is terminated for\nCause or if the Executive terminates his employment without Good Reason,\nMattel shall pay the Executive his full Base Salary through the Date of\nTermination at the rate in effect at the time Notice of Termination is\ngiven, and Mattel shall have no further obligations to the Executive under\nthis Agreement.\n\n          (d)  Good Reason; Other Than for Cause or Disability. If Mattel\nterminates the Executive's employment other than for Cause or Disability or\nthe Executive terminates his employment for Good Reason (in each case,\nother than within 18 months following a Change of Control as provided in\nSection 5(e)):\n\n               (i)  Mattel shall pay to the Executive in a lump sum in cash\nwithin 30 days after the Date of Termination the aggregate of the following\namounts:\n\n\n                                 -15-\n\n\n                    (A)  if not theretofore paid, the Executive's Base\nSalary through the Date of Termination at the rate in effect at the time of\nNotice of Termination was given;\n\n                    (B)  a current year MIP bonus equal to the average of\nthe greatest two out of the three most recent annual MIP bonuses received\nby the Executive (which two greatest MIP bonuses need not represent\nconsecutive years) (the 'Average Annual Bonus') and prorated to reflect the\ntotal number of full months the Executive is employed in the year in which\ntermination occurs;\n\n                    (C)  an LTIP payment reflective of the Executive's\nparticipation in the three-year plan, so that at the time that final\nperformance under the LTIP is determinable and individual payouts\ncalculated, the Executive shall promptly receive an amount equivalent to\nwhat he would have received if he had remained employed through the date of\nsuch payouts, less any interim payments already made pursuant to the\nExecutive's continuing eligibility for full participation in the LTIP; and\n\n                    (D)  three times the sum of (x) the Executive's annual\nBase Salary at the rate in effect at the time the Notice of Termination is\ngiven and (y) the Average Annual Bonus defined in Section 5(d)(i)(B), but\nwithout proration (and, in each such case, without regard to any\ncontributions by Mattel\n\n\n                                 -16-\n\n\nfor the Executive's benefit to the Mattel Personal Investment Plan ('PIP')).\n\n               (ii)  Options granted to the Executive under Mattel's stock\noption plans (the 'Stock Option Plans') which options have been granted for\nmore than six months shall become immediately exercisable and the Executive\nshall have a period of 90 days following the Date of Termination (but in no\nevent past the expiration of the term of the option grant) to exercise all\noptions granted under the Stock Option Plans then exercisable or which\nbecome exercisable pursuant to this clause (ii).  In the event the\nExecutive is age 52 or older on the Date of Termination, he will be treated\nas a retiree under the Stock Option Plans, which will enable the Executive\nto vest in and exercise stock options theretofore granted thereunder, at\nthe election of the Executive, (x) in the manner described in the\nimmediately preceding sentence, or (y) for a period of up to five years\nafter the Date of Termination (but in no event past the expiration of the\nterm of the option grant).\n\n               (iii)  Mattel shall, promptly upon submission by the\nExecutive of supporting documentation, pay or reimburse to the Executive\nany costs and expenses paid or incurred by the Executive which would have\nbeen payable under Section 3(e) if his employment had not terminated.\n\n\n                                 -17-\n\n\n               (iv)  Until the earlier of (x) the third anniversary of the\nDate of Termination or (y) the date the Executive accepts other employment,\nMattel shall provide to the Executive at Mattel's expense:\n\n                    (I)  medical, dental, prescription drug and vision care\ngroup insurance in accordance with the coverage in effect immediately prior\nto the Date of Termination (the last 18 months of the Executive's coverage\nunder such insurance shall be deemed to be participation under an election\nto continue such benefits under the Consolidated Omnibus Budget\nReconciliation Act at Mattel's expense);\n\n                    (II)  outplacement services at the expense of Mattel\ncommensurate with those provided to terminated executives of comparable\nlevel and made available through and at the facilities of a reputable and\nexperienced vendor; and\n\n                    (III) continuation of country-club membership\n'signatory\/representative' status as in effect immediately prior to the\nDate of Termination; provided that within one year after Mattel ceases to\nprovide such benefit, the Executive shall (a) convert the country-club\nmembership from 'signatory\/representative' status under the membership\nprovided and paid for by Mattel to sole and personal ownership status by\npaying to Mattel the fair market value of that membership as of the date\nMattel ceases to provide such benefit, less any transfer\/reconveyance fees\nthat\n\n\n                                 -18-\n\n\nmay be required by and paid directly to the country club by the\nExecutive, or (b) comply with club rules in consummating a fair, reasonable\nand expeditious sale of the membership and any proceeds derived therefrom\nwhich are payable to the Executive shall belong to and must be promptly\ndelivered to Mattel; provided further that no such conversion or sale shall\nbe required and Mattel shall cause the membership to be transferred to the\nExecutive at no cost to the Executive (but subject to tax reporting as\nimputed income applicable to the year in which the membership is\ntransferred), if the Executive has had the membership for at least three\nyears.\n\n     For the three-year period after the Date of Termination, the Executive\nshall remain eligible for use of personal financial and legal counseling\nservices through the vendor engaged and paid for by Mattel.  The Executive\nmay continue to use the car leased by Mattel that is in the Executive's\npossession on the Date of Termination until the earlier of (x) the end of\nthe lease term or (y) the third anniversary of the Date of Termination, at\nwhich time the Executive may purchase the car for $1.00 (if at the end of\nthe lease term) or Mattel's book value (if on the third anniversary of the\nDate of Termination).  As of the Date of Termination, all expenses related\nto such leased car, including but not limited to repairs, maintenance,\ngasoline, and car phone\n\n\n                                 -19-\n\n\nand associated expenses, shall be the sole responsibility of the Executive.\n\n                    (v) Credit shall be given for three years of service\n(in addition to actual service) and for three years of attained age to be\nadded to the Executive's actual age for purposes of computing any service\nand age-related benefits for which the Executive is eligible under the\nplans and programs of Mattel, including but not limited to the 1994\nSupplemental Executive Retirement Plan (including any successor plan\nthereto in which the Executive is a participant, the 'SERP'), the Mattel\nDeferred Compensation Plan, the PIP, the Mattel Retiree Medical Plan, and\nthe Stock Option Plans.  In the event of an applicable termination under\nthe provisions of Sections 5 (d) or (e), the Executive hereby waives and\nrenounces any carry-over rights under the 1990 Supplemental Executive\nRetirement Plan which provides for benefits eligibility at age 50, and, in\nlieu thereof, the Executive shall be accorded eligibility under the SERP as\nearly as age 47, based on the three additional years of age-related credit\nunder this paragraph; however, such premature eligibility shall be limited\nin application to the extent that it shall qualify the Executive to receive\nbenefits under the SERP as early as age 52 upon having attained at least\nage 47 on the Date of Termination.  For purposes of benefits calculation in\nthe event of an applicable termination after attaining age 47, Executive\nshall be treated as if he had actually attained age 52\n\n\n                                 -20-\n\n\non the Date of Termination.  Further, with regard to computing the Executive's\nbenefit under the SERP, the formula described in Section 5(d)(i)(B) shall be\nutilized in calculating the maximum benefit, namely:  the formula shall be\n25% of the average of the final three years of annual Base Salary\n(including the calendar year in which the Date of Termination occurs), plus\nthe average of the greatest two of the three most recent annual MIP bonuses\nreceived by the Executive.  Notwithstanding the foregoing, if Executive,\nupon attaining age 50, terminates his employment voluntarily for other than\nGood Reason, then Executive shall retain any and all rights and benefits\ndue to him under the provisions of the 1990 Supplemental Executive\nRetirement Plan.\n\n          (e)  Change of Control.  If, within 18 months following a Change\nof Control, the Executive terminates his employment for Good Reason or\nMattel or the surviving entity terminates the Executive's employment other\nthan for Cause or Disability:\n\n               (i)  Mattel shall pay to the Executive in a lump sum in cash\nwithin 30 days after the Date of Termination the aggregate of the following\namounts:\n\n                    (A)  if not theretofore paid, the Executive's Base\nSalary through the Date of Termination at the rate in effect at the time of\nNotice of Termination was given;\n\n                    (B)  an amount equal to the MIP bonus that would have\nbeen payable to executives of Mattel in the same bonus category as the\nExecutive pursuant to the Bonus Programs provided in Section 3(b) assuming,\nfor purposes of calculating the amount\n\n\n                                 -21-\n\n\nof the bonus pool under the plan, that the 'maximum' amount, as that term\nis used in the plan, was achieved for the current plan year (the 'Maximum\nAnnual Bonus'), with such amount prorated to reflect the number of full months\nthe Executive is employed in the year in which termination occurs;\n\n                    (C)  an LTIP payment for the current year, assuming\nachievement of the three-year maximum award, prorated to reflect the total\nnumber of full months the Executive is employed in the year in which\ntermination occurs;\n\n                    (D)  three times the sum of (x) the Executive's annual\nBase Salary at the rate in effect at the time the Notice of Termination is\ngiven and (y) the Maximum Annual Bonus defined in Section 5(e)(i)(B), but\nwithout proration (and, in each such case, without regard to any\ncontributions by Mattel for the Executive's benefit to the PIP); and\n\n                    (E)  the full term payout for the three-year period of\nthe LTIP, assuming for purposes of calculating the amount earned under the\nLTIP, achievement of the three-year maximum award (including the full\namount of the premium), less any interim payments previously received by\nthe Executive.\n\n               (ii)   If it is determined that any payment or distribution\nby Mattel to the Executive pursuant to Section 5(e) (determined without\nregard to any additional payments required pursuant to this sentence) (a\n'Payment') would be subject to the\n\n\n                                 -22-\n\n\nexcise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as\namended (the 'Code'), or any interest or penalties are incurred by the\nExecutive with respect to such excise tax (such excise tax, together with\nany such interest and penalties, are hereinafter collectively referred to\nas the 'Excise Tax'), then the Executive shall be entitled to receive\nwith respect to each Payment an additional payment (a 'Gross-Up Payment')\nin 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\npenalties imposed with respect thereto) and Excise Tax imposed upon the\nGross-Up Payment, the Executive retains an amount of the Gross-Up Payment\nequal to the Excise Tax imposed upon the Payments\n\n               (iii)  In addition, the Executive shall receive the amounts\nand be entitled to the benefits provided in clauses (ii), (iii), (iv) and\n(v) of Section 5(d).\n\n          (f)  Bonus During Cancellation Period.  If Mattel notifies the\nExecutive that the Employment Period provided in Section 1 hereof will not\nbe automatically extended as provided therein, the compensation of the\nExecutive shall continue as provided in this Agreement for the period\nprovided therein, except that the amount of MIP compensation payable under\nthe Bonus Programs with respect to each fiscal year during such\n\n\n                                 -23-\n\n\nperiod (including the year in which the notice was given) shall be the Average\nAnnual Bonus as determined in Section 5(d)(i)(B).  Amounts payable with\nrespect to the year in which the term specified in Section 1 expires shall\nbe prorated based on a fraction the numerator of which is the number of\nfull months from the beginning of such year until the date of the\nexpiration of this Agreement and denominator of which is 12.\n\n     6.   Non-exclusivity of Rights.    Nothing in this Agreement shall\nprevent or limit the Executive's continuing or future participation in any\nbenefit, bonus, incentive or other plan or program provided by Mattel and\nfor which the Executive may qualify, nor shall anything herein limit or\notherwise affect such rights as the Executive may have under any stock\noption or other agreement with Mattel or any of its affiliated companies.\nExcept as otherwise provided herein, amounts which are vested benefits or\nwhich the Executive is otherwise entitled to receive under any plan or\nprogram of Mattel at or subsequent to the Date of Termination shall be\npayable in accordance with such plan or program.\n\n     7.   No Set Off, Payment of Fees.  Except as provided here-in,\nMattel's obligation 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\n\n\n                                 -24-\n\n\nlimitation any set-off, counterclaim,\nrecoupment, defense or other right which Mattel may have against the\nExecutive or others.  Mattel agrees to pay, to the full extent permitted by\nlaw, all legal fees and expenses which the Executive may reasonably incur\nas a result of any contest (regardless of the outcome thereof) by Mattel or\nothers of the validity or enforceability of, or liability under, any\nprovision of this Agreement other than expenses relating to a claim by the\nExecutive that he terminated for Good Reason or that the termination for\nCause was improper, in which case such fees and expenses shall be paid only\nif the Executive prevails in whole or in part.  All amounts provided herein\nshall include, in each case, interest, compounded quarterly, on the total\nunpaid amount determined to be payable under this Agreement, such interest\nto be calculated on the basis of the prime commercial lending rate\nannounced by Bank of America National Trust and Savings Association in\neffect from time to time during the period of such nonpayment.  In the\nevent that the Executive shall in good faith give a Notice of Termination\nfor Good Reason and it shall thereafter be determined that Good Reason did\nnot exist, the employment of the Executive shall, unless Mattel and the\nExecutive shall otherwise mutually agree, be deemed to have terminated at\nthe Date of Termination specified in such purported Notice of Termination\nby mutual consent of Mattel and the Executive and thereupon, the Executive\nshall be entitled to\n\n\n                                 -25-\n\n\nreceive only those payments and benefits which he would have been entitled\nto receive at such date.\n\n     8.   Arbitration of Disputes.\n          (a)  The parties agree that any disputes, controversies or claims\nwhich arise out of or relate to this Agreement, the Executive's employment\nor the termination of his employment, including, but not limited to, any\nclaim relating to the purported validity, interpretation, enforceability or\nbreach of this Agreement, and\/or any other claim or controversy arising out\nof the relationship between the Executive and Mattel (or the nature of the\nrelationship) or the continuation or termination of that relationship,\nincluding, but not limited to, claims that a termination was for Cause,\nincluding the determination of Mattel's Board of Directors in accordance\nwith Section 4(b), or for Good Reason, claims for breach of covenant,\nbreach of an implied covenant of good faith and fair dealing, wrongful\ntermination, breach of contract, or intentional infliction of emotional\ndistress, defamation, breach of right of privacy, interference with\nadvantageous or contractual relations, fraud, conspiracy or other tort or\nproperty claims of any kind, which are not settled by agreement between the\nparties, shall be settled by arbitration under the labor arbitration rules\nof the American Arbitration Association before a board of three\narbitrators, as selected thereunder.\n\n\n                                 -26-\n\n\n     One arbitrator shall be selected by the Executive, one by Mattel and\nthe third by the two persons so selected, all in accordance with the labor\narbitration rules of the American Arbitration Association then in effect.\nIn the event that the arbitrator selected by the Executive and the\narbitrator selected by Mattel are unable to agree upon a third arbitrator,\nthen the third arbitrator shall be selected from a list of seven provided\nby the office of the American Arbitration Association nearest to the\nExecutive's residence with the parties striking names in order and the\nparty striking first to be determined by the flip of a coin.  The\narbitration shall be held in a location to be mutually agreed upon by the\nparties.  In the absence of agreement, the Chairman of the Board of Mattel\nshall determine the location.\n\n          (b)  In consideration of the parties' agreement to submit to\narbitration all disputes with regard to this Agreement and\/or with regard\nto any alleged contract, or any other claim arising out of their conduct,\nthe relationship existing hereunder or the continuation or termination of\nthat relationship, and in further consideration of the anticipated\nexpedition and the minimizing of expense resulting from this arbitration\nremedy, the arbitration provisions of this Agreement shall provide the\n\n\n                                 -27-\n\n\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 8 must be\npresented in writing by the claiming party to the other within one year of\nthe date the claiming party knew or should have known of the facts giving\nrise to the claim, except that claims arising out of or related to the\ntermination of the Executive's employment must be presented by him within\none year after the Date of Termination.  Unless the party against whom any\nclaim is asserted waives the time limits set forth above, any claim not\nbrought within the time periods specified shall be waived and forever\nbarred.\n\n          (d)  Mattel will pay all costs and expenses of the arbitration to\nthe extent provided in this Section 8.  In the event expenses are not paid\nby Mattel, and without diminishing the Executive's right to reimbursement\nas provided in this Section, costs and expenses shall be paid as follows:\n(x) the expenses of the neutral arbitrator and of a transcript of any\narbitration proceeding shall be divided equally between the Executive and\nMattel; and (y) each party shall bear the expenses of the arbitrator\nselected by it and of the witnesses it calls.\n\n\n                                 -28-\n\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 8\nshall have separate validity and the invalidity of any part thereof shall\nnot affect the remaining parts.\n\n          (g)  Any decision and award or order of a majority of the\narbitrators shall be final and binding between the parties as to all claims\nwhich were raised in connection with the dispute to the full extent\npermitted by law.  In all other cases, the parties agree that a decision of\na majority of arbitrators shall be a condition precedent to the institution\nor maintenance of any legal, equitable, administrative, or other formal\nproceeding by the Executive in connection with the dispute, and that the\ndecision and opinion of the board of arbitrators may be presented in any\nother forum on the merits of the dispute.\n\n     9.   General Release.  The Executive acknowledges and agrees that this\nAgreement includes the entire agreement and understanding between the\nparties with regard to the Executive's employment, the termination thereof\nduring the Employment Period, and all amounts to which the Executive shall\nbe entitled whether\n\n\n                                 -29-\n\n\nduring the term of employment or upon termination thereof.  Accordingly,\nupon Mattel's fulfilling its obligations to the Executive hereunder, the\nExecutive, on behalf of himself and his successors, assigns, heirs and\nany and all other persons claiming through the Executive, if any, and each\nof 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 capacities,\nfrom any and all claims, debts, liabilities, demands, obligations, liens,\npromises, acts, agreements, costs and expenses (including, but not limited\nto, attorneys' fees), damages, actions and causes of action, of whatever\nkind or nature, including, without limitation, any statutory, civil or\nadministrative claim, or any claim, arising out of acts or omissions\noccurring before the execution of this Agreement, whether known or unknown,\nsuspected or unsuspected, fixed or contingent, apparent or concealed\n(collectively referred to as 'claims'), including, but not limited to, any\nclaims based on, arising out of, related to or connected with the subject\nmatter of this Agreement, the Executive's employment or the termination thereof,\nand any and all facts in any manner arising\n\n\n\n                                 -30-\n\n\nout of, related to or connected with the Executive's employment\nwith, or termination of employment from, Mattel or any of its related\nentities, including, but not limited to, any claims arising from rights\nunder federal, state, and local laws prohibiting discrimination on the\nbasis of race, national origin, sex, religion, age, marital status,\npregnancy, handicap, ancestry, sexual orientation, or any other form of\ndiscrimination, and any common law claims of any kind, including, but not\nlimited to, contract, tort, and property rights including, but not limited\nto, breach of contract, breach of the implied covenant of good faith and\nfair dealing, tortious interference with contract or current or prospective\neconomic advantage, fraud, deceit, misrepresentation, defamation, wrongful\ntermination, infliction of emotional distress, breach of fiduciary duty,\nand any other common law claim of any kind whatever.\n\n     Upon Mattel's fulfilling its obligations to the Executive here-under,\nthe Executive expressly waives any and all rights under Section 1542 of the\nCivil Code of the State of California, and all other federal or state\nstatutory rights, rules, and principles of common law or equity, including\nwithout limitation those of any jurisdiction, government, or political\nsubdivision thereof, similar to Section 1542 ('similar provision'). Thus\nthe Executive may not invoke the benefits of Section 1542 or any\n\n\n                                 -31-\n\n\nsimilar provision in order to prosecute or assert in any manner any claims\nreleased hereunder. Section 1542 provides as follows:\n\n          'A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR\n          DOES NOT KNOW OR SUSPECT TO EXIST IN 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     10.  Confidential Information.  The Executive shall hold in a\nfiduciary capacity for the benefit of Mattel all secret or confidential\ninformation, knowledge or data relating to Mattel or any of its affiliated\ncompanies, and their respective businesses, which shall have been obtained\nby the Executive during his employment by Mattel or any of its affiliated\ncompanies and which shall not be public knowledge and will continue to be\nbound by the provisions of the Patent and Confidence Agreement previously\nexecuted by the Executive.  After termination of the Executive's employment\nwith Mattel, he shall not, without the prior written consent of Mattel,\ncommunicate or divulge any such information, knowledge or data to anyone\nother than Mattel and those designated by it.\n\n     11.  Successors.\n          (a)  This Agreement is personal to the Executive and without the\nprior written consent of Mattel shall not be\n\n\n                                 -32-\n\n\nassignable by the Executive otherwise than by will or the laws of descent\nand distribution.  This Agreement shall inure to the benefit of and be\nenforceable by the Executive's legal representatives.\n\n          (b)  This Agreement shall inure to the benefit of and be binding\nupon Mattel and its successors.  Mattel shall require any successor to all\nor substantially all of the business and\/or assets of Mattel, whether\ndirect or indirect, by purchase, merger, consolidation, acquisition of\nstock, or otherwise, by an agreement in form and substance satisfactory to\nthe Executive, expressly to assume and agree to perform this Agreement in\nthe same manner and to the same extent as Mattel would be required to\nperform if no such succession had taken place.\n\n     12.  Amendment; Waiver.  This Agreement contains the entire agreement\nbetween the parties with respect to the subject matter hereof and may be\namended, modified or changed only by a written instrument executed by the\nExecutive and Mattel.  No provision of this Agreement may be waived except\nby a writing executed and 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\n                                 -33-\n\n\n     13.  Miscellaneous.\n          (a)  This Agreement shall be governed by and construed in\naccordance with the laws of the State of California, without reference to\nprinciples of conflict of laws.  The captions of this Agreement are not\npart of the provisions hereof and shall have no force or effect.\n\n          (b)  All notices and other communications hereunder shall be in\nwriting; shall be delivered by hand delivery to the other party or mailed\nby registered or certified mail, return receipt requested, postage prepaid;\nshall be deemed delivered upon actual receipt; and shall be addressed as\nfollows:\n\n                    if to the Executive:\n\n                         Ned Mansour\n                         *\n                         *\n\n\n                    if to Mattel:\n\n                         MATTEL, INC.\n                         333 Continental Blvd.\n                         El Segundo, CA 90245\n                         ATTENTION: Jill E. Barad\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\n\n\n\n* CONFIDENTIAL\n\n\n                                 -34-\n\n\njurisdiction, be ineffective to the extent of such prohibition or\nunenforceability without invalidating the remaining provisions hereof,\nand any such prohibition or unenforceability in any jurisdiction will not\ninvalidate or render unenforceable such provision in any other jurisdiction.\n\n          (d)  Mattel may withhold from any amounts payable under this\nAgreement such Federal, state or local taxes as shall be required to be\nwithheld pursuant to any applicable law or regulation.\n\n     IN WITNESS WHEREOF, each of the parties hereto has duly executed this\nAgreement as of the date first set forth above.\n\nEXECUTIVE:\n\n                              \/s\/ Ned Mansour\n                              -------------------------------\n                              Ned Mansour\n\n\n\nMATTEL:                       MATTEL, INC.,\n                              a Delaware corporation\n\n\n                              By:\/s\/ Jill E. Barad\n                                 --------------------------------\n                                 Jill E. Barad\n                                 President and Chief Operating\n                                 Officer\n\n\nATTEST:\n\n\/s\/ Stephen Hartley\n--------------------------\nAssistant Secretary\n\n\n\n                                 -35-\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-39345","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\/39345","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=39345"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39345"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39345"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39345"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}