{"id":40071,"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-robert-a-eckert.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-agreement-mattel-inc-and-robert-a-eckert","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/loan-agreement-mattel-inc-and-robert-a-eckert.html","title":{"rendered":"Loan Agreement &#8211; Mattel Inc. and Robert A. Eckert"},"content":{"rendered":"<pre>                                LOAN AGREEMENT\n\n          THIS LOAN AGREEMENT (the \"Agreement\") is entered into as of May 18,\n2000, by and between Mattel, Inc., a Delaware corporation (\"Lender\") and Robert\nA. Eckert (\"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 Five Million, Five Hundred Thousand Dollars ($5,500,000.00)\n(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\n                    ----------------         \nBorrower, on May 18, 2000, the principal sum of Five Million, Five Hundred\nThousand Dollars ($5,500,000.00) (the \"Principal\").\n\n               (b)  Interest.  Interest shall accrue on the outstanding\n                    --------         \nPrincipal amount at the rate of seven percent (7.0%) per annum, compounded\nannually.\n\n               (c)  Promissory Note.  Borrower's obligation to repay the Loan\n                    ---------------  \nshall be evidenced by a promissory note substantially in the form attached as\nExhibit A hereto (the \"Note\"). Borrower shall execute and deliver to Lender the\n---------\nNote concurrently 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 May 19, 2003, 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 May 19, 2003,\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\nbe subject to forgiveness as provided below.  The Loan shall be unsecured but\nwith full recourse against Borrower.\n\n \n               (e)  Forgiveness.  The Loan, and Borrower's obligation to repay\n                    -----------         \nall outstanding Principal and accrued interest thereunder, shall be forgiven and\ncancelled by Lender and the Note shall be cancelled on May 18, 2003 if Borrower\nis employed by Lender on May 18, 2003, or earlier upon the date of the\ntermination of Borrower's employment with Lender prior to May 18, 2003 if such\ntermination is by Lender without Cause (as defined below), by Borrower for Good\nReason (as defined below) or by reason of Borrower's death or Disability (as\ndefined below). In addition, if the Loan is forgiven pursuant to the preceding\nsentence and if Borrower is employed by Lender on May 18, 2003 and continues to\nbe employed by Lender, on May 18, 2004, or such earlier date as Borrower shall\nbe required to pay federal, state or local income taxes with respect to the\nforgiveness of the Loan, Lender shall pay Borrower an additional payment (the\n\"Gross-Up Payment\") in an amount required to fully reimburse Borrower with\nrespect to all federal, state and local income taxes and employment taxes with\nrespect to the forgiveness of the Loan and with respect to such taxes, such that\nupon receipt of the Gross-Up Payment Borrower shall have no remaining\nobligations with respect to such taxes. In addition, the Loan shall be forgiven\nby Lender on the date of a Change of Control (as defined below) of Lender if\nBorrower is employed by Lender on such date and Lender shall pay Borrower the\nGross-Up Payment with respect to the forgiveness of the Loan on May 16, of the\nyear following the year of the Change of Control, or such earlier date as\nBorrower shall be required to pay federal, state or local income taxes with\nrespect 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\nterm is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,\nas amended (the \"Exchange Act\"), (other than Lender, any trustee or other\nfiduciary holding securities under an employee benefit plan of Lender) is or\nbecomes the \"beneficial owner\" (as defined in Rule 13d-3 under the Exchange\nAct), directly or indirectly, of securities of Lender representing 20% or more\nof the combined voting 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\nLender with 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\nthat any 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\nsalary or earned bonuses, other than an insubstantial and inadvertent failure\nremedied by Lender promptly after receipt of notice thereof given by Borrower;\nor\n\n                    (iii)  transferring Borrower outside of the greater Los\nAngeles, California area without Borrower's express written consent.\n\n               (g)  The definition of \"Cause,\" \"Change of Control,\"\n\"Disability,\" and \"Good Reason\" as provided in the Employment Agreement, shall\nsupercede 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\n               -----------------    \nentire agreement between the Parties with respect to the subject matter hereof\nand may be amended, modified or changed only by a written instrument executed by\nthe Parties. No provision of this Agreement or the Note may be waived except by\na writing 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\n                                 MATTEL, INC.\n                             333 Continental Blvd.\n                             El Segundo, CA 90245\n \n\n                                       4\n\n \nIf to Borrower:\n-------------- \n                             Mr. Robert A. Eckert\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                           [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\/ Alan Kaye\n                                       -----------------------------------------\n\n                                  Its:  Senior Vice President, Human Resources\n                                        ----------------------------------------\n\n\n\n\n                                  BORROWER\n\n\n\n                                  \/s\/ Robert A. Eckert\n                                  ----------------------------------------------\n                                  Robert A. Eckert\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-40071","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\/40071","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=40071"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40071"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40071"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40071"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}