{"id":40070,"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-neil-b-friedman.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-agreement-mattel-inc-and-neil-b-friedman","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/loan-agreement-mattel-inc-and-neil-b-friedman.html","title":{"rendered":"Loan Agreement &#8211; Mattel Inc. and Neil B. Friedman"},"content":{"rendered":"<pre>                                 LOAN AGREEMENT\n\n          THIS LOAN AGREEMENT (the \"Agreement\") is entered into as of April 7,\n2000, by and between Mattel, Inc., a Delaware corporation (\"Lender\") and Neil B.\nFriedman (\"Borrower\").  Borrower and Lender are sometimes referred to in this\nAgreement 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 Two Million Dollars ($2,000,000.00) (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, on\n              ----------------                                                \nApril 7, 2000 (the \"Loan Date\"), the principal sum of Two Million Dollars\n($2,000,000.00) (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 be\n              ---------------                                                   \nevidenced by a promissory note substantially in the form attached as Exhibit A\n                                                                     ---------\nhereto (the \"Note\").  Borrower shall execute and deliver to Lender the Note\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 upon Borrower's termination of employment with\nLender for any reason prior to the Loan Date and shall be subject to forgiveness\nas provided below.  The Loan shall be unsecured but with full recourse against\nBorrower.\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 \n\n \nLender prior to October 29, 2002 if such termination is by Lender without Cause\n(as defined below), by Borrower for Good Reason (as defined below) or by reason\nof Borrower's death or Disability (as defined below). In addition, if the Loan\nis forgiven pursuant to the preceding sentence and if Borrower is employed by\nLender on October 29, 2002 and continues to be employed by Lender, on April 1,\n2003, or such earlier date as Borrower shall be required to pay federal, state\nor local income taxes with respect to the forgiveness of the Loan, Lender shall\npay Borrower an additional payment (the \"Gross-Up Payment\") in an amount\nrequired to fully reimburse Borrower with respect to all federal, state and\nlocal income taxes and employment taxes with respect to the forgiveness of the\nLoan and with respect to such taxes, such that upon receipt of the Gross-Up\nPayment Borrower shall have no remaining obligations with respect to such taxes.\nIn addition, the Loan shall be forgiven by Lender on the date of a Change of\nControl (as defined below) of Lender if Borrower is employed by Lender on such\ndate and Lender shall pay Borrower the Gross-Up Payment with respect to the\nforgiveness 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                    (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\n                                       2\n\n \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\nLender with any other entity other than:\n\n                 (I)  a merger or consolidation which results in the voting\nsecurities 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 the\ndirectors of Lender (who were directors immediately prior thereto) continuing to\nconstitute at least 50% of all directors of the surviving entity immediately\nafter such merger or consolidation.\n\n          In this paragraph (iv), \"surviving entity\" shall mean only an entity\nin 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                    (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                                       3\n\n \n                    (iii)  transferring Borrower outside of the greater New\nYork, New York area without Borrower's express written consent.\n\n          (g) The definition of \"Cause,\" \"Change of Control,\" \"Disability,\" and\n\"Good Reason\" as provided in the Employment Agreement, shall supercede the\ndefinitions 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. Neil B. Friedman\n                           TYCO PRESCHOOL.\n                           675 Avenue of the Americas, 2nd\n                           New York, NY 10010\n\n                                       4\n\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                            [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\n\n                                 By: \/s\/ Ronald M. Loeb\n                                    ____________________________________\n                                 Its:\n                                     ____________________________________\n\n\n\n                                 BORROWER\n\n\n                                 \/s\/ Neil B. Friedman\n                                 _______________________________________\n                                 Neil B. Friedman\n\n                                      S-1\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-40070","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\/40070","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=40070"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40070"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40070"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40070"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}