{"id":40069,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-agreement-mattel-inc-and-matthew-c-bousquette2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-agreement-mattel-inc-and-matthew-c-bousquette2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/loan-agreement-mattel-inc-and-matthew-c-bousquette2.html","title":{"rendered":"Loan Agreement &#8211; Mattel Inc. and Matthew C. Bousquette"},"content":{"rendered":"<pre>\n                                 LOAN AGREEMENT\n\n          THIS LOAN AGREEMENT (the \"Agreement\") is entered into as of October\n29, 1999, by and between Mattel, Inc., a Delaware corporation (\"Lender\") and\nMatthew C. Bousquette (\"Borrower\").  Borrower and Lender are sometimes referred\nto in this Agreement as a \"Party\" or, collectively, as the \"Parties.\"\n\n                                    RECITALS\n                                    --------\n                                        \n          WHEREAS, Borrower desires to obtain from Lender a loan in the\nprincipal amount of One Million Dollars ($1,000,000.00) (the \"Loan\"); and\n\n          WHEREAS, as an additional incentive to retain Borrower in the employ\nof Lender for a period of at least three years from the date hereof, Lender\ndesires to grant Borrower the Loan.\n\n          NOW, THEREFORE, in consideration of the terms and conditions herein\ncontained and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereto agree as\nfollows:\n\n                                   AGREEMENT\n                                   ---------\n                                        \n          1.  Loan Terms.\n              ---------- \n\n              (a) Principal Amount. Lender shall pay to the order of Borrower,\n                  ----------------\non October 29, 1999, the principal sum of One Million Dollars ($1,000,000.00)\n(the \"Principal\").\n\n              (b) Interest.  Interest shall accrue on the outstanding Principal\n                  --------                                                     \namount at the rate of seven percent (7%) per annum, compounded annually.\n\n              (c) Promissory Note. Borrower's obligation to repay the Loan shall\n                  ---------------\nbe evidenced by a promissory note substantially in the form attached as Exhibit\n                                                                        -------\nA hereto (the \"Note\").  Borrower shall execute and deliver to Lender the Note\n-\nconcurrently with execution and delivery of this Agreement.\n\n              (d) Repayment.  Borrower shall pay to the order of Lender the\n                  ---------                                                \nPrincipal and accrued interest under the Note on October 30, 2002, provided,\nhowever, that all Principal and accrued but unpaid interest shall become\nimmediately due and payable thirty (30) days after the date of  Borrower's\ntermination of employment with Lender for any reason prior to October 30, 2002,\nunless Borrower commences arbitration with respect to the grounds for such\ntermination of employment within such thirty (30) day period, in which case all\nPrincipal and accrued but unpaid interest shall be due and payable five (5) days\nafter notice to Borrower of the entry of a final judgement in such arbitration.\nInterest shall continue to accrue during any such arbitration. The Loan shall be\nsubject to forgiveness as provided below.  The Loan shall be unsecured but with\nfull recourse against Borrower.\n\n \n          (e) Forgiveness.  The Loan, and Borrower's obligation to repay all\n              -----------                                                   \noutstanding Principal and accrued interest thereunder, shall be forgiven and\ncancelled by Lender and the Note shall be cancelled on October 29, 2002 if\nBorrower is employed by Lender on October 29, 2002, or earlier upon the date of\nthe termination of Borrower's employment with Lender prior to October 29, 2002\nif such termination is by Lender without Cause (as defined below), by Borrower\nfor Good Reason (as defined below) or by reason of Borrower's death or\nDisability (as defined below).  In addition, if the Loan is forgiven pursuant to\nthe preceding sentence and if Borrower is employed by Lender on October 29, 2002\nand continues to be employed by Lender, on April 1, 2003, or such earlier date\nas Borrower shall be required to pay federal, state or local income taxes with\nrespect to the forgiveness of the Loan, Lender shall pay Borrower an additional\npayment (the \"Gross-Up Payment\") in an amount required to fully reimburse\nBorrower with respect to all federal, state and local income taxes and\nemployment taxes with respect to the forgiveness of the Loan and with respect to\nsuch taxes, such that upon receipt of the Gross-Up Payment Borrower shall have\nno remaining obligations with respect to such taxes.   In addition, the Loan\nshall be forgiven by Lender on the date of a Change of Control (as defined\nbelow) of Lender if Borrower is employed by Lender on such date and Lender shall\npay Borrower the Gross-Up Payment with respect to the forgiveness of the Loan on\nApril 1, of the year following the year of the Change of Control, or such\nearlier date as Borrower shall be required to pay federal, state or local income\ntaxes with respect to the forgiveness of the Loan.\n\n               (f) Definitions.  For purposes of this Agreement, the following\n                   -----------                                                \nterms shall have the meanings indicated below:\n\n               \"Cause\" shall mean a reasonable determination of the Chief\nExecutive Officer of Lender that at least one of the following has occurred: (i)\none or more factually substantiated willful acts of dishonesty on Borrower's\npart which are intended to result in Borrower's substantial personal enrichment\nat the expense of Lender; (ii) repeated violations by Borrower of Borrower's\nemployment obligations to Lender which are demonstrably willful and deliberate\non Borrower's part and which resulted in material injury to Lender; (iii)\nconduct of a factually substantiated criminal nature (commonly defined as a\n\"felony\" in criminal statutes) which has or which is more likely than not to\nhave a material adverse effect on Lender's reputation or standing in the\ncommunity or on its continuing relationships with its customers or those who\npurchase or use its products; or (iv) factually substantiated fraudulent conduct\nin connection with the business or affairs of Lender, regardless of whether said\nconduct is designed to defraud Lender or others; provided that, in each case,\nBorrower has received written notice of the described activity, has been\nafforded a reasonable opportunity to cure or correct the activity described in\nthe notice, and has failed to substantially cure, correct or cease the activity,\nas appropriate.\n\n               \"Change of Control\" shall be deemed to have 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, as\namended (the \"Exchange Act\"), (other than Lender, any trustee or other fiduciary\nholding securities under an employee benefit plan of Lender) is or becomes the\n\"beneficial owner\" (as defined in Rule 13d-3 under the Exchange Act), directly\nor indirectly, of securities of Lender representing 20% or more of the combined\nvoting power of Lender's then outstanding voting securities;\n\n                                       2\n\n \n                   (ii)  during any period of 24 consecutive months,\nindividuals, who at the beginning of such period constitute the Board of\nDirectors of Lender, and any new director whose election by the Board of\nDirectors, or whose nomination for election by Lender's stockholders, was\napproved by a vote of at least one-half (1\/2) of the directors then in office\n(other than in connection with a contested election), cease for any reason to\nconstitute at least a majority of the Board of Directors;\n\n                   (iii) the stockholders of Lender approve (I) a plan of\ncomplete liquidation of Lender or (II) the sale or other disposition by Lender\nof all or substantially all of Lender's assets unless the acquirer of the assets\nor its board of directors shall meet the conditions for a merger or\nconsolidation in subparagraphs (iv)(I) or (iv)(II) below; or\n\n                   (iv)  the consummation of a merger or consolidation of Lender\nwith any other entity other than:\n\n                         (I)    a merger or consolidation which results in the\nvoting securities of Lender outstanding immediately prior thereto continuing to\nrepresent (either by remaining outstanding or by being converted into voting\nsecurities of the surviving entity) more than 50% of the combined voting power\nof the surviving 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 Lender (who were directors immediately prior thereto)\ncontinuing to constitute at least 50% of all directors of the surviving entity\nimmediately after such merger or consolidation.\n\n                 In this paragraph (iv), \"surviving entity\" shall mean only an\nentity in which all of Lender's stockholders immediately before such merger or\nconsolidation (determined without taking into account any stockholders properly\nexercising appraisal or similar rights) become stockholders by the terms of such\nmerger or consolidation, and the phrase \"directors of Lender (who were directors\nimmediately prior thereto)\" shall include only individuals who were directors of\nLender at the beginning of the 24 consecutive month period preceding the date of\nsuch merger or consolidation.\n\n          \"Disability\" shall mean that Borrower suffers a disability due to\nillness or injury which substantially and materially limits Borrower from\nperforming each of the essential functions of Borrower's job, even with\nreasonable accommodation and becomes entitled to receive disability benefits\nunder Lender's Long-Term Disability Plan for exempt employees.\n\n          \"Good Reason\" shall mean the good faith determination by Borrower that\nany one or more of the following have occurred:\n\n                   (i)   without the express written consent of Borrower, any\nchange(s) in any of the employment duties, authority, or responsibilities of\nBorrower which is (are) inconsistent in any substantial respect with Borrower's\nposition, authority, duties, or responsibilities as of the date of this\nAgreement;\n\n                                       3\n\n \n                   (ii)  any failure by Lender to pay Borrower Borrower's salary\nor earned bonuses, other than an insubstantial and inadvertent failure remedied\nby Lender promptly after receipt of notice thereof given by Borrower; or\n\n                   (iii) transferring Borrower outside of the greater Los\nAngeles, California area without Borrower's express written consent.\n\n          (g) Notwithstanding any other provision in this Agreement, in the\nevent that Borrower and Lender enter into an employment agreement after the date\nof this Agreement, the definition of \"Cause,\" \"Change of Control,\" \"Disability,\"\nand \"Good Reason\" as provided in such employment agreement (or any amendments\nthereto) shall supercede the definitions in Section 1(f) of this Agreement.\n\n      2.  Transfer of Notes.  Borrower shall not assign or transfer any of\n          -----------------                                               \nBorrower's benefits or obligations arising under the Notes.   Lender reserves\nthe right to assign or transfer all or any part of, or any interest in, Lender's\nrights and benefits under this Agreement or the Note to any successor to all or\npart of its business or assets so long as any assignee or transferee expressly\nagrees to assume and perform this Agreement in the same manner and to the same\nextent as Lender would be required to perform if no such assignment or transfer\nhad taken place.\n\n      3.  Amendment; Waiver.  This Agreement and the Note contain the entire\n          -----------------                                                 \nagreement between the Parties with respect to the subject matter hereof and may\nbe amended, modified or changed only by a written instrument executed by the\nParties.  No provision of this Agreement or the Note may be waived except by a\nwriting executed and delivered by the Party sought to be charged.  Any such\nwritten waiver will be effective only with respect to the event or circumstance\ndescribed therein and not with respect to any other event or circumstance,\nunless such waiver expressly provides to the contrary.\n\n      4.  Choice of Law.  This Agreement shall be construed in accordance\n          -------------                                                  \nwith and governed by the internal laws of the State of California, without\nreference to principles of conflict of laws.\n\n      5.  Headings.  The paragraph headings contained in this Agreement are\n          --------                                                         \nfor reference purposes only and shall not affect in any way the meaning or\ninterpretation of the provisions hereof.\n\n      6.  Notices.  All notices and other communications hereunder shall be\n          -------                                                          \nin writing; 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          If to Lender:\n          ------------ \n                              MATTEL, INC.           \n                              333 Continental Blvd.  \n                              El Segundo, CA 90245   \n          If to Borrower:\n          --------------         \n                              Mr. Matthew Bousquette\n\n                                       4\n\n \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          7.  Counterparts.  This Agreement may be executed in one or more\n              ------------                                                \ncounterparts, each of which shall be deemed to be an original, but all of which\ntogether shall constitute one and the same instrument.\n\n          8.  Severability.  If any provision in or obligation under this\n              ------------                                               \nAgreement shall be invalid, illegal or unenforceable in any jurisdiction, the\nvalidity, legality and enforceability of the remaining provisions or\nobligations, or of such provision or obligation in any other jurisdiction, shall\nnot in any way be affected or impaired thereby.\n\n          9.  No Third-Party Beneficiary Rights.  The Parties do not intend to\n              ---------------------------------                               \nconfer and this Agreement shall not be construed to confer any rights or\nbenefits to  any person, firm, group, corporation or entity other than the\nParties.\n\n\n\n\n\n                            [Signature Page Follows]\n\n                                       5\n\n \n          IN WITNESS WHEREOF, this Agreement has been duly executed by the\nParties on the date first written above.\n\n\n                                 LENDER\n\n                                 By: \/s\/ Alan Kaye\n                                    ------------------------------------------\n\n                                 Its: Senior Vice President, Human Resources\n                                     -----------------------------------------\n\n\n                                 BORROWER\n\n                                 \/s\/ Matthew C. Bousquette\n                                 ---------------------------------------------\n                                 Matthew C. Bousquette\n\n                                      S-1\n\n \n                                   EXHIBIT A\n                                   ---------\n\n                                Promissory Note\n\n\n$1,000,000.00                                            Date:  October 29, 1999\n\n          Mattel, Inc. (herein referred to as \"Holder\") has agreed to advance to\nMatthew C. Bousquette (herein referred to as \"Maker\") on October 29, 1999,\n$1,000,000.00, and for said value received Maker promises to repay to the order\nof Holder, the principal sum of $1,000,000.00 on or before October 30, 2002.\nMaker shall owe to Holder interest on the principal sum in an amount equal to 7%\nper annum, commencing on October 29, 1999, compounded annually, payable with\nprincipal on October 30, 2002.\n\n          If Maker fails to make any payment set forth above when due, Holder\nmay elect to declare the entire unpaid principal amount, including all unpaid\ninterest, immediately due and payable with or without notice.\n\n          In the event of the termination of Maker's employment with Holder for\nany reason, all outstanding principal and accrued interest hereunder is\nimmediately due and payable, with or without notice, thirty (30) days after the\ndate of such termination  unless Maker commences arbitration as provided in that\ncertain Loan Agreement (the \"Loan Agreement\"), dated as of October 29, 1999,\nbetween Holder and Maker, unless this note and the loan it evidences shall have\nbeen cancelled and forgiven pursuant to the terms of the Loan Agreement.\n\n          In the event of commencement of legal action to enforce payment of\nthis note, the non-prevailing party agrees to pay the prevailing party's\nreasonable attorney's fees and court costs in connection therewith.\n\n\n                                      By: \/s\/ Matthew C. Bousquette\n                                         --------------------------------------\n                                         Matthew C.Bousquette      Date\n\nWitnessed by:\n\n\/s\/ Alan Kaye   12-21-99\n----------------------------\n                Date\n<type>EX-10.11\n<sequence>8\n<description>AMEND. EMPL. AGREE.-MATTHEW BOUSQUETTE\n\n\n \n                                                                   EXHIBIT 10.11\n \nFebruary 10, 2000\n\nMr. Matthew Bousquette\nPresident Boys\/Entertainment\nMattel, Inc.\n333 Continental Boulevard\nEl Segundo, California 90245-5012\n\nRe:  Amendment to Your Employment Agreement and Stock Option Grant Agreements\n     ------------------------------------------------------------------------\n\nDear Matthew:\n\n          Pursuant to action taken by Mattel's Board of Directors and\nCompensation Committee on February 1, 2000 to amend Mattel's 1990 and 1996 Stock\nOption Plans (the \"Plans\") and to amend the Grant Agreements for Non-Qualified\nStock Options (\"Grant Agreements\") with respect to all of the stock options\nwhich you hold under the Plans and which are outstanding as of February 1, 2000\n(the \"Outstanding Options\"), this letter agreement constitutes an amendment to\neach of your Grant Agreements and your Employment Agreement with Mattel.\n\n          Notwithstanding any provision of your Grant Agreements or of your\nEmployment Agreement to the contrary, in the event that your employment with\nMattel is terminated (i) by Mattel without Cause (as defined in your Employment\nAgreement), (ii) by you for Good Reason (as defined in your Employment\nAgreement), (iii) by you for any reason during the 30-day period immediately\nfollowing the six (6) month anniversary of a Change of Control (as defined in\nyour Employment Agreement) or (iv) by reason of your death or Disability (as\ndefined in you Employment Agreement), all of the Outstanding Options shall\nbecome immediately exercisable and you shall have until the date which is ten\n(10) years from the date each Outstanding Option was granted to exercise such\nOutstanding Option.\n\n          I would appreciate it if you would sign, date and return a copy of\nthis letter agreement to me.  As such, it will constitute a written amendment to\nyour Grant Agreements and your Employment Agreement.\n\nSincerely yours,\nMattel, Inc.\n\nBy \/s\/ Alan Kaye\n  --------------------------\n  Alan Kaye\n  Senior Vice President, Human Resources\n\nAgreed to and accepted by:\n\n \/s\/ Matthew C. Bousquette              Dated: February 20, 2000\n----------------------------                           \nMatthew Bousquette\n\n\n<\/description><\/sequence><\/type><\/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-40069","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\/40069","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=40069"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40069"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40069"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40069"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}